CNX Resources Corporation Announces Private Offering of $500 Million of Senior Notes

Rhea-AI Summary

CNX Resources (NYSE: CNX) intends to privately offer $500 million of senior notes due 2034, guaranteed by its restricted subsidiaries, and to use net proceeds to fund a tender offer and conditional redemption of its 6.000% senior notes due 2029.

The offering is subject to market conditions, will be sold to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S, and may involve draws on the revolving credit facility if proceeds are insufficient. As of 12/31/2025, CNX reported 9.7 trillion cubic feet equivalent of proved natural gas reserves.

Positive

• $500 million senior notes due 2034 announced
• Notes guaranteed by all restricted subsidiaries
• Intended proceeds to fund purchase of 6.000% 2029 notes
• 9.7 Tcf proved natural gas reserves as of 12/31/2025

Negative

• Offering conditioned on market and other conditions
• May draw on revolving credit facility if proceeds short
• Tender Offer and Redemption dependent on offering consummation

News Market Reaction – CNX

-1.90%

1 alert

-1.90% News Effect

On the day this news was published, CNX declined 1.90%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

New senior notes size: $500 million 2029 notes coupon: 6.000% Proved reserves 2025: 9.7 Tcfe +5 more

8 metrics

New senior notes size $500 million Private offering of senior notes due 2034

2029 notes coupon 6.000% Existing senior notes due 2029 targeted in tender offer/redemption

Proved reserves 2025 9.7 Tcfe Proved natural gas reserves as of December 31, 2025

Proved reserves 2023 8.74 Tcfe Proved natural gas reserves as of December 31, 2023

Prior add-on notes $200 million Additional 7.250% senior notes due 2032 (Jan 2025 offering)

Coupon on 2032 add-on 7.250% Senior notes due 2032 issued in January 2025

Apex acquisition price $518 million Purchase of Apex Energy II upstream and midstream business

Buyback capacity $2.4 billion Common stock available under repurchase program as of Jan 27, 2026

Market Reality Check

Price: $39.70 Vol: Volume 2,155,847 shares v...

normal vol

$39.70 Last Close

Volume Volume 2,155,847 shares vs 20-day average 2,500,542 shares indicates typical trading activity into this news. normal

Technical Trading at $40.60, modestly below the $42.13 52-week high and above the $33.64 200-day MA.

Peers on Argus

CNX gained 3.44% pre-news while peers were mixed: CIVI -4.86%, CRC +2.82%, MGY +...

CNX gained 3.44% pre-news while peers were mixed: CIVI -4.86%, CRC +2.82%, MGY +3.00%, CRK +0.85%, VIST +0.20%, suggesting a more company-specific setup.

Previous Private placement,offering Reports

1 past event · Latest: Jan 13 (Neutral)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Debt offering	Neutral	+0.4%	Announced $200M add-on 7.250% senior notes due 2032 for acquisition uses.

Pattern Detected

For similar private offerings, CNX previously saw a modest price move of about 0.37%, indicating historically limited immediate impact from this type of capital markets action.

Recent Company History

In January 2025, CNX executed a private placement of $200 million in 7.250% senior notes due 2032, an add-on to an existing series, with a next-day move of 0.37%. Proceeds supported an acquisition and credit facility paydown. Today’s $500 million senior notes due 2034 and associated tender for 6.000% 2029 notes follow the same pattern of using debt markets and liability management alongside CNX’s growing reserve base of 9.7 Tcfe as of December 31, 2025.

Historical Comparison

+0.4% avg move · In the past 12 months, CNX had 1 similar private offering, with an average move of 0.37%. Today’s pr...

private placement,offering

+0.4%

Average Historical Move private placement,offering

In the past 12 months, CNX had 1 similar private offering, with an average move of 0.37%. Today’s pre-news gain of 3.44% represents a stronger reaction than that prior event.

CNX has progressed from a $200 million 7.250% 2032 add-on used partly for an acquisition to a larger $500 million 2034 senior notes issue combined with a tender offer and conditional redemption of 6.000% 2029 notes, indicating continued balance sheet and maturity profile management via private debt markets.

Market Pulse Summary

This announcement details a private placement of $500 million senior notes due 2034, paired with a t...

Analysis

This announcement details a private placement of $500 million senior notes due 2034, paired with a tender offer and conditional redemption of existing 6.000% notes due 2029. It continues CNX’s pattern of using debt markets for liability management, following a $200 million 7.250% 2032 add-on in January 2025. Investors may watch execution of the tender, any revolver usage, and how these moves interact with CNX’s 9.7 Tcfe of proved reserves and capital plans.

Key Terms

senior notes, tender offer, redemption, revolving credit facility, +3 more

7 terms

senior notes financial

"to offer and sell in a private placement to eligible purchasers $500 million of senior notes due 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

tender offer financial

"we commenced a tender offer (the "Tender Offer") to purchase for cash any and all of our 6.000% senior notes due 2029"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

redemption financial

"we issued a conditional notice to redeem all 2029 Notes not purchased in the Tender Offer (the "Redemption")"

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

revolving credit facility financial

"guaranteed by all of CNX's restricted subsidiaries that guarantee its revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Rule 144A regulatory

"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"and non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers financial

"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

AI-generated analysis. Not financial advice.

PITTSBURGH, Feb. 17, 2026 /PRNewswire/ -- CNX Resources Corporation (NYSE: CNX) ("CNX," "we" or "our") today announced that it intends, subject to market and other conditions, to offer and sell in a private placement to eligible purchasers $500 million of senior notes due 2034 (the "Notes"). The Notes will be guaranteed by all of CNX's restricted subsidiaries that guarantee its revolving credit facility.

Concurrently with this offering, we commenced a tender offer (the "Tender Offer") to purchase for cash any and all of our 6.000% senior notes due 2029 (our "2029 Notes") validly tendered and not validly withdrawn. The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase. Additionally, concurrently with this offering and the commencement of the Tender Offer, we issued a conditional notice to redeem all 2029 Notes not purchased in the Tender Offer (the "Redemption"). The Tender Offer and the Redemption are each conditioned on the consummation of this offering.

CNX intends to use the net proceeds of the sale of the Notes to (i) fund its obligations under the Tender Offer and (ii) to the extent any 2029 Notes remain outstanding after the Tender Offer, to fund the Redemption. To the extent the net proceeds of the sale of Notes are not sufficient to fund its obligations under the Tender Offer and the Redemption, it intends to draw on its revolving credit facility to provide the additional funds to satisfy such obligations. Until it uses the remaining net proceeds of the sale of the Notes to fund the Redemption, if applicable, it will reduce amounts outstanding under its revolving credit facility.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

CNX Resources Corporation (NYSE: CNX) is unique. We are a premier, ultra-low carbon intensive natural gas development, production, midstream, and technology company centered in Appalachia, one of the most energy abundant regions in the world. With the benefit of a 161-year regional legacy, substantial asset base, leading core operational competencies, technology development and innovation, and astute capital allocation methodologies, we responsibly develop our resources and deploy free cash flow to create long-term per share value for our shareholders, employees, and the communities where we operate. As of December 31, 2025, CNX had 9.7 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor's Midcap 400 Index.

Cautionary Statements:

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of Notes may be made only by means of an offering memorandum. This press release does not constitute an offer to purchase or the solicitation of an offer to sell any 2029 Notes in the Tender Offer, nor does it constitute a notice of redemption under the indenture governing the 2029 Notes.

Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will" or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, including those relating to the offering of Notes and the use of proceeds therefrom, the Tender Offer and the Redemption, speak only as of the date of this press release; we disclaim any obligation to update these statements unless required by securities laws and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in our 2025 Annual Report on Form 10-K under "Risk Factors," which is on file at the U.S. Securities and Exchange Commission.

 

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SOURCE CNX Resources Corporation

FAQ

What is CNX (NYSE: CNX) offering on February 17, 2026?

CNX is offering $500 million of senior notes due 2034 in a private placement. According to the company, the notes are guaranteed by restricted subsidiaries and sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

How will CNX use the proceeds from the $500 million 2034 notes?

CNX intends to use net proceeds to fund a tender offer and conditional redemption of its 6.000% senior notes due 2029. According to the company, any shortfall may be satisfied by drawing on its revolving credit facility.

What happens to CNX 6.000% senior notes due 2029 after the offering?

CNX commenced a tender offer to purchase 2029 notes and issued a conditional redemption notice for remaining notes. According to the company, both actions are conditioned on consummation of the 2034 notes offering.

Are CNX's new notes registered for sale in the United States?

No, the notes are not registered under the Securities Act and will be offered in exempt transactions. According to the company, sales are limited to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S.

Will CNX use its revolving credit facility in connection with the offering?

CNX may draw on its revolving credit facility if net proceeds are insufficient to fund the Tender Offer and Redemption. According to the company, remaining proceeds will reduce amounts outstanding under the revolver until used for redemption.

What reserves figure did CNX report alongside the offering news?

CNX reported 9.7 trillion cubic feet equivalent of proved natural gas reserves as of December 31, 2025. According to the company, this reflects its asset base in Appalachia and underpins its core operations.