CNX Resources completes $500M 5.875% notes offering
CNX Resources Corporation completed a private offering of $500,000,000 of 5.875% senior notes due 2034, guaranteed by its restricted subsidiaries that back its revolving credit facility.
Rhea-AI Filing Summary
CNX Resources Corporation completed a private offering of $500,000,000 of 5.875% senior notes due 2034, guaranteed by its restricted subsidiaries that back its revolving credit facility. The notes pay 5.875% interest semi-annually starting September 1, 2026 and mature on March 1, 2034.
CNX intends to use the net proceeds to purchase its outstanding 6.000% senior notes due 2029 through a tender offer and, if any remain, redeem the rest, with its revolving credit facility available to cover any shortfall. The notes are callable at specified premiums beginning in 2029 and are subject to covenants and customary default provisions.
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Insights
CNX refinances 2029 debt with new 2034 notes, extending maturities.
CNX issued $500,000,000 of 5.875% senior notes due 2034, guaranteed by restricted subsidiaries. It plans to use proceeds to retire 6.000% senior notes due 2029 via a tender offer and potential redemption, effectively pushing out its debt maturity profile.
The new notes include covenants limiting additional indebtedness, liens, restricted payments, asset sales, and affiliate transactions, with many covenants falling away if the notes achieve investment grade ratings. Events of default and change-of-control repurchase rights align with standard high-yield terms.
A key factor will be execution of the tender offer and any subsequent redemption of the 2029 notes as described. Subsequent company filings may quantify remaining 2029 notes outstanding and net changes in interest expense once these transactions are completed.
8-K Event Classification
FAQ
What did CNX Resources (CNX) announce in this 8-K filing?
What are the key terms of CNX Resources’ new 5.875% senior notes due 2034?
How will CNX Resources (CNX) use the $500,000,000 notes proceeds?
When can CNX Resources redeem the new 2034 senior notes and at what prices?
What covenants govern CNX Resources’ new senior notes due 2034?
How do change of control provisions work for CNX Resources’ 2034 notes?
Are CNX Resources’ new 5.875% senior notes registered under the Securities Act?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 26, 2026, CNX Resources Corporation (the “Company”) completed a private offering (the “Notes Offering”) of $500,000,000 aggregate principal amount of 5.875% senior notes due 2034 (the “Notes”), along with the related guarantees of the Notes (the “Guarantees”).
The Notes and Guarantees were issued pursuant to an indenture (the “Indenture”), dated February 26, 2026, among the Company, the subsidiary guarantors party thereto and UMB Bank, N.A., as trustee (the “Trustee”). The Notes accrue interest from February 26, 2026 at a rate of 5.875% per year. Interest on the Notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning September 1, 2026. The Notes mature on March 1, 2034.
The Notes rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior to any subordinated indebtedness that the Company may incur. The Guarantees rank equally in right of payment to all of the Guarantors’ existing and future senior indebtedness and senior to any subordinated indebtedness that the Guarantors may incur.
On or after March 1, 2029, the Company may redeem all or part of the Notes at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), beginning on March 1 of the years indicated:
Year |
Percentage | |||
2029 |
102.938 | % | ||
2030 |
101.469 | % | ||
2031 and thereafter |
100.000 | % | ||
Prior to March 1, 2029, the Company may on one or more occasions redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the amount of the net cash proceeds from one or more equity offerings at a redemption price equal to 105.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, as long as at least 60% of the aggregate principal amount of the Notes originally issued on the issue date (excluding notes held by the Company or its subsidiaries) remains outstanding after each such redemption and the redemption occurs within 180 days after the date of the closing of the equity offering.
At any time or from time to time prior to March 1, 2029, the Company may also redeem all or a part of the Notes, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium, as defined in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date).
The Indenture contains covenants that limit the ability of the Company and the Guarantors to (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) create liens to secure indebtedness; (iii) make distributions on, purchase or redeem the Company’s common stock or purchase or redeem subordinated indebtedness; (iv) make investments; (v) restrict dividends, loans or other asset transfers from the Company’s restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of its properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the Notes achieve an investment grade rating from either of Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. and no default under the Indenture exists, many of the foregoing covenants will terminate.
The Indenture also contains customary events of default, including (i) default for 30 days in payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) covenant defaults; (iv) cross-defaults to certain indebtedness; and (v) certain events of bankruptcy or insolvency with respect to the Company or any of the Guarantors. If an event of default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If an event of default arises from certain events of bankruptcy or insolvency, with respect to the Company, any restricted subsidiary of the Company that is a significant subsidiary or any group of restricted subsidiaries of the Company that, taken together, would constitute a significant subsidiary, all outstanding Notes will become due and payable immediately without further action or notice.
If the Company experiences certain kinds of changes of control, holders of the Notes will be entitled to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s Notes pursuant to an offer on the terms set forth in the Indenture. The Company will offer to make a cash payment equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On February 26, 2026, the Company issued a press release announcing the closing of the Notes Offering. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description of the Exhibit | |
| 4.1 | Indenture, dated as of February 26, 2026, among CNX Resources Corporation, the subsidiary guarantors party thereto and UMB Bank, N.A., as Trustee. | |
| 99.1 | Press Release, dated as of February 26, 2026, announcing the closing of the notes offering. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CNX RESOURCES CORPORATION | ||
| By: | /s/ Everett Good | |
| Name: | Everett Good | |
| Title: | Chief Financial Officer | |
Dated: February 26, 2026
Exhibit 99.1
CNX Resources Corporation Announces Closing of $500 Million Senior Notes Offering
PITTSBURGH, February 26, 2026 – CNX Resources Corporation (NYSE: CNX) (“CNX,” “we,” or “our”) today announced the closing of its private placement of $500 million aggregate principal amount of its 5.875% senior notes due 2034 (the “Notes”). The Notes were offered under an indenture, dated February 26, 2026 (the “Indenture”), among CNX, the subsidiary guarantors party thereto and UMB Bank, N.A., as trustee. The Notes are guaranteed by all of CNX’s restricted subsidiaries that guarantee its revolving credit facility.
CNX intends to use the net proceeds of the sale of the Notes to (i) purchase any and all of its outstanding 6.000% senior notes due 2029 (the “2029 Notes”) pursuant to the tender offer that commenced concurrently with the offering of the Notes (the “Tender Offer”) and (ii) to the extent any 2029 Notes remain outstanding after the Tender Offer, fund the redemption of all 2029 Notes not purchased in the Tender Offer (the “Redemption”). To the extent the net proceeds of the sale of Notes are not sufficient to fund CNX’s 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 CNX 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 have been and 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 was 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.