CNX Resources Corporation Announces Tender Offer for its 6.000% Senior Notes due 2029

Rhea-AI Summary

CNX Resources (NYSE: CNX) commenced a cash tender offer to purchase any and all of its outstanding 6.000% Senior Notes due 2029 ($500,000,000 outstanding) at a purchase price of $1,016.10 per $1,000 plus accrued interest.

The Tender Offer expires Feb 23, 2026 with expected settlement Feb 26, 2026. CNX issued a conditional notice to redeem remaining notes at 101.50% if a concurrent new notes offering closes and provides satisfactory proceeds; redemption date is Mar 19, 2026.

Positive

• Tender offer covers $500M of 6.000% notes
• Purchase price at $1,016.10 per $1,000 principal (premium)
• Conditional redemption price at 101.50% for remaining notes

Negative

• Tender Offer conditioned on closing of a new notes offering
• Redemption and Tender Offer may be terminated if financing conditions not met

Key Figures

Coupon rate: 6.000% Principal amount outstanding: $500,000,000 Tender offer price: $1,016.10 +5 more

8 metrics

Coupon rate 6.000% Senior Notes due 2029

Principal amount outstanding $500,000,000 6.000% Senior Notes due 2029

Tender offer price $1,016.10 Per $1,000 principal validly tendered and accepted

Redemption price 101.50% Of principal for Notes not purchased in tender

Tender expiration 5:00 p.m. Feb 23, 2026 Expiration Time for tender offer

Expected settlement date Feb 26, 2026 Date CNX expects to pay for purchased Notes

Redemption date Mar 19, 2026 Conditional redemption date for untendered Notes

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

Market Reality Check

Price: $39.83 Vol: Volume 2,155,847 is below...

normal vol

$39.83 Last Close

Volume Volume 2,155,847 is below the 20-day average of 2,500,542 (relative volume 0.86x). normal

Technical Shares trade 3.63% below the 52-week high and well above the 200-day moving average, indicating a pre-existing uptrend.

Peers on Argus

Peers show mixed moves: CIVI -4.86%, CRC +2.82%, CRK +0.85%, MGY +3.0%, VIST +0....

Peers show mixed moves: CIVI -4.86%, CRC +2.82%, CRK +0.85%, MGY +3.0%, VIST +0.2%. CNX’s pre-news strength near its 52-week high appears more stock-specific than broad sector rotation.

Historical Context

5 past events · Latest: Jan 29 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 29	Q4 2025 earnings	Neutral	+2.4%	Release of Q4 and full-year 2025 financial and operational results.
Jan 05	Earnings schedule	Neutral	-0.9%	Announcement of Q4 2025 results release timing and Q&A call details.
Nov 18	CEO succession	Neutral	+2.9%	Announcement of new CEO effective Jan 1, 2026 and retirement of prior CEO.
Nov 05	CFO appointment	Neutral	-0.7%	New CFO named effective Jan 1, 2026 as part of leadership transition.
Oct 30	Q3 2025 earnings	Neutral	+2.5%	Posting of Q3 2025 financial and operational results and investor materials.

Pattern Detected

Recent CNX headlines (earnings and leadership changes) were followed by relatively moderate price moves within a few percentage points, with both positive and negative day-after reactions.

Recent Company History

Over the last few months, CNX’s key news included Q3 2025 and Q4 2025 results, plus CEO and CFO succession announcements. Earnings releases on Oct 30, 2025 and Jan 29, 2026 coincided with modest gains, while some leadership updates saw small declines. Against this backdrop of generally moderate, mixed reactions to routine corporate updates, the tender offer for the 6.000% 2029 notes adds a capital-structure action to an otherwise operational and governance-focused news flow.

Market Pulse Summary

This announcement details a cash tender offer for CNX’s 6.000% Senior Notes due 2029, covering up to...

Analysis

This announcement details a cash tender offer for CNX’s 6.000% Senior Notes due 2029, covering up to $500,000,000 of principal at $1,016.10 per $1,000, plus accrued interest. A conditional redemption at 101.50% on Mar 19, 2026 is also outlined for untendered notes. Investors may focus on how this liability management interacts with CNX’s 9.7 Tcfe reserve base, recent earnings releases, and its broader capital allocation plans.

Key Terms

tender offer, senior notes, CUSIP, indenture, +3 more

7 terms

tender offer financial

"today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase"

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.

senior notes financial

"cash tender offer ... to purchase any and all of its outstanding 6.000% Senior Notes due 2029"

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.

CUSIP financial

"6.000% Senior Notes due 2029 | | 144A (12653C AJ7) Reg S (U1749L AE4) | |"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

indenture financial

"issued a conditional notice, pursuant to the indenture governing the Notes, to redeem"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

redemption date financial

"at a redemption price of 101.50% ... to the redemption date of March 19, 2026"

The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.

notice of guaranteed delivery regulatory

"Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

dealer manager financial

"CNX has retained Wells Fargo Securities, LLC to serve as the Dealer Manager for the Tender Offer."

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

AI-generated analysis. Not financial advice.

PITTSBURGH, Feb. 17, 2026 /PRNewswire/ -- CNX Resources Corporation (NYSE: CNX) ("CNX") today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 6.000% Senior Notes due 2029 (the "Notes").

Certain information regarding the Notes and the Purchase Price (as defined below) is set forth in the table below.

Title of Security		CUSIP		Principal Amount Outstanding		Purchase Price
6.000% Senior Notes due 2029		144A (12653C AJ7) Reg S (U1749L AE4)		$500,000,000		$1,016.10 (1)

(1) Per $1,000 principal amount of Notes validly tendered and accepted for purchase. Excludes accrued and unpaid interest, which also will be paid to, but excluding, the Settlement Date.

The "Purchase Price" for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be $1,016.10, as described in the Offer to Purchase.

In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the date on which CNX makes payment for such Notes, which date is currently expected to be February 26, 2026, assuming that the Tender Offer is not extended or earlier terminated.

The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from Global Bondholder Services Corporation, the tender agent and information agent for the Tender Offer, by calling (855) 654-2015 (toll free) or, for banks and brokers, (212) 430-3774 or by email at contact@gbsc-usa.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following website: https://www.gbsc-usa.com/cnx.

The Tender Offer will expire at 5:00 p.m. New York City Time on February 23, 2026, unless extended or earlier terminated (such time and date as the same may be extended, the "Expiration Time"). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the Purchase Price for their Notes.

The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering by CNX (the "new notes offering") on terms and conditions (including, but not limited to, the amount of proceeds raised in such offering) satisfactory to CNX. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered and the Tender Offer may be amended, extended, terminated or withdrawn, subject to applicable law.

Concurrently with the commencement of the Tender Offer, CNX issued a conditional notice, pursuant to the indenture governing the Notes, to redeem (the "Redemption") all Notes not purchased in the Tender Offer, at a redemption price of 101.50% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date of March 19, 2026 (the "redemption date"). The Redemption is conditioned on the closing of CNX's new notes offering and its receipt of net proceeds from such offering, and there can be no assurance the Redemption will be completed. The Redemption may be terminated and the redemption notice may be rescinded in the event such conditions shall not have been satisfied by the redemption date.

CNX has retained Wells Fargo Securities, LLC to serve as the Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Wells Fargo Securities, LLC, Liability Management Group, at (866) 309-6316 (U.S. toll free) or (704) 410-4235 (collect).

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 constitute an offer to purchase or the solicitation of an offer to sell any Notes in the Tender Offer nor does it constitute a notice of redemption under the indenture governing the 2029 Notes. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. 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 offer, the new notes offering and the Redemption, speak only as of the date of this press release; we disclaim any obligation to update these statements. 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 in its Feb 17, 2026 tender offer for 2029 notes?

CNX is offering to purchase any and all outstanding 6.000% Senior Notes due 2029 for $1,016.10 per $1,000. According to the company, holders will also receive accrued interest and the offer expires on Feb 23, 2026 with expected settlement Feb 26, 2026.

How much principal of the 6.000% Senior Notes due 2029 is subject to CNX's tender offer?

The tender offer covers $500,000,000 principal amount outstanding of the 2029 notes. According to the company, any and all outstanding notes up to that $500 million figure are eligible for purchase under the offer.

What happens to CNX (CNX) notes not bought in the tender offer by March 19, 2026?

CNX issued a conditional notice to redeem remaining notes at 101.50% on March 19, 2026. According to the company, that redemption is conditioned on closing the new notes offering and receiving satisfactory net proceeds.

What are key dates for CNX's Feb 17, 2026 tender offer for NYSE: CNX senior notes?

The tender offer expires at 5:00 p.m. New York time on Feb 23, 2026 with expected payment on Feb 26, 2026. According to the company, the conditional redemption date for any remaining notes is Mar 19, 2026.

Will CNX (NYSE: CNX) holders receive interest with the purchase price in the Feb 2026 tender offer?

Yes, holders whose notes are purchased will receive accrued and unpaid interest in addition to the $1,016.10 purchase price. According to the company, interest is paid from the last interest payment date up to, but excluding, the settlement date.