Cnx Res Corp SEC Filings

CNX Resources Corporation entered into a privately negotiated exchange agreement with certain holders of its 2.25% Convertible Senior Notes due 2026 to swap approximately $122.1 million principal amount of notes for equity and cash. The company will issue 9,509,188 shares of common stock and pay about $0.8 million in cash, including accrued interest, in exchanges expected to be consummated on or about December 17, 2025.

The exchanges are being conducted as private placements, and any common shares issued will rely on the exemption from Securities Act registration provided by Section 4(a)(2) in transactions not involving any public offering.

CNX Resources Corp (CNX) director reported a routine change in ownership involving gifts of company stock. On 11/18/2025, the director transferred 1,000 common shares in total as exempt gifts under the Uniform Transfers to Minors Act, moving 250 shares into each of four UTMA accounts for grandchildren at a price of $0 per share. The director serves as custodian of these accounts but disclaims beneficial ownership of the gifted shares.

After these transactions, the director beneficially owns 244,433 common shares directly. Of the directly owned shares, 6,762 are restricted stock units and 44,998 are deferred stock units, which represent forms of equity compensation that typically settle in stock at future dates.

CNX Resources appointed Everett Good, its current Vice President of Finance and Treasury, as Chief Financial Officer effective January 1, 2026. He will succeed Alan Shepard, who will become the Company’s President and Chief Executive Officer and join the Board on the same date.

The appointment is contingent on Mr. Good remaining an employee through the Appointment Date. The Compensation Committee will determine any changes to his compensation at a later date. Mr. Good has served as VP of Finance and Treasury since April 2021 and previously held finance and investor relations roles at CNX Midstream Partners LP. The filing states there are no arrangements or understandings pursuant to which he was selected and no related‑party transactions requiring disclosure under Item 404(a) of Regulation S‑K.

CNX Resources reported stronger results for the quarter ended September 30, 2025. Total revenue and other operating income reached $583.8 million versus $424.2 million a year ago, driven by higher natural gas revenue of $361.3 million and a $131.7 million gain on commodity derivatives. Net income rose to $202.1 million from $65.5 million. Diluted EPS was $1.21 compared with $0.37.

For the nine months, revenue was $1.63 billion versus $1.13 billion, with net income of $436.9 million. Operating cash flow totaled $731.9 million. CNX completed the $517.6 million Apex Energy II acquisition, sold ~7,500 acres of Marcellus rights for net proceeds of $57.1 million, and issued an additional $200 million of 7.25% senior notes due 2032. The CNX borrowing base was increased to $2.4 billion. Common shares outstanding were 134,832,658 as of October 20, 2025, reflecting ongoing share repurchases.

CNX Resources Corporation furnished an update on its business by posting third quarter 2025 financial and operational results on its website and attaching them as Exhibit 99.1 to a current report. The disclosure is provided under Item 2.02 (Results of Operations and Financial Condition) and incorporated into Item 7.01 (Regulation FD).

The company states the information in Items 2.02 and 7.01, including Exhibit 99.1, is being furnished, not filed under the Exchange Act, and therefore is not subject to Section 18 liabilities and will not be incorporated by reference into Securities Act filings unless specifically identified.

CNX Resources Corporation announced a planned CEO transition: on September 17, 2025 Chief Executive Officer Nicholas J. DeIuliis informed the company he will retire as CEO effective December 31, 2025 and will remain a non-executive employee through February 2, 2026, when he intends to retire as an employee. The board appointed Alan K. Shepard, the company’s current President and Chief Financial Officer, to become President and Chief Executive Officer effective January 1, 2026, and expanded the board from seven to eight directors to add him as a director on that date.

Mr. Shepard, age 44, joined the company in 2020, served as Vice President—Accounting and Chief Accounting Officer through June 2022, became Chief Financial Officer in June 2022, and President and CFO in June 2025. The Compensation Committee will set his CEO compensation later; he will not receive board fees. No related-party transactions or special arrangements were disclosed.

Navneet Behl, Chief Operating Officer of CNX Resources Corp (CNX), reported a change in beneficial ownership. On 09/01/2025 he had 3,776 common shares disposed of at $29.20 per share, representing shares automatically withheld to satisfy tax obligations from the vesting of previously granted performance share units. Following the transaction, Mr. Behl beneficially owned 155,230 common shares, of which 102,565 are restricted stock units that include dividend equivalent rights. The Form 4 was signed on 09/03/2025 by his attorney-in-fact.

State Street Corporation reports beneficial ownership of 6,986,010 shares of CNX Resources common stock, representing 4.8% of the class. The filing shows shared voting power for 6,740,074 shares and shared dispositive power for 6,986,010 shares, reflecting holdings managed through State Street investment affiliates rather than sole control.

The report identifies several State Street advisory and management affiliates that hold the securities on behalf of clients and includes a certification that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.