CNX Resources (NYSE: CNX) swaps $122.1M convertible notes for shares and cash

Rhea-AI Filing Summary

CNX Resources Corporation disclosed that it entered into privately negotiated exchange agreements with a limited number of holders of its 2.25% Convertible Senior Notes due 2026. The company exchanged approximately $122.1 million principal amount of these notes for total consideration of about $0.8 million in cash, including accrued interest, and 9,509,188 shares of common stock. The exchanges were completed on December 17, 2025.

The common shares issued in these exchanges were sold as unregistered securities in private placements relying on Section 4(a)(2) of the Securities Act, meaning they were issued in transactions not involving a public offering. This transaction reduces the amount of these notes outstanding and increases the number of common shares, changing how CNX is financed between debt and equity.

Positive

• Exchanges approximately $122.1 million principal amount of 2.25% Convertible Senior Notes due 2026 for equity and cash, reducing the outstanding balance of this debt instrument.
• Uses mainly stock instead of cash (about $0.8 million in cash plus 9,509,188 shares), which limits near-term cash outflow while addressing upcoming 2026 note obligations.

Negative

• Issues 9,509,188 new common shares in the exchanges, increasing the share count and diluting existing shareholders’ ownership percentages.

Insights

Capital structure analyst

CNX swaps $122.1M of 2026 convertible notes for stock and cash.

CNX Resources arranged privately negotiated exchanges with certain holders of its 2.25% Convertible Senior Notes due 2026. It exchanged approximately $122.1 million principal amount of these notes for an aggregate of about $0.8 million in cash, including accrued interest, and 9,509,188 shares of common stock, with the exchanges consummated on December 17, 2025.

By delivering equity and a relatively small cash amount in place of a sizable block of convertible notes, CNX reduces the outstanding balance of this 2026 debt while expanding its common share base. Retiring interest-bearing notes can ease future interest expense and refinancing needs, while issuing new shares spreads the company’s equity over a larger number of shares, diluting existing ownership percentages.

The company structured the exchanges as private placements under Section 4(a)(2) of the Securities Act, using an exemption from SEC registration for transactions not involving a public offering. Because only a limited number of noteholders participated, the actual effect on trading liquidity and ownership concentration will depend on how these specific holders manage their new equity positions over time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 17, 2025

CNX Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-14901

51-0337383

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

CNX Center

1000 Horizon Vue Drive

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

(724) 485-4000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock ($.01 par value)

CNX

New York Stock Exchange

Preferred Share Purchase Rights

--

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 8.01 is incorporated into this Item 3.02 by reference.

The Exchanges (as defined below) were conducted as private placements, and the shares of common stock issued in the Exchanges were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering.

Item 8.01. Other Events.

On December 15, 2025, the Company entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with a limited number of holders of its 2.25% Convertible Senior Notes due 2026 (the “Notes”) to exchange (collectively, the “Exchanges”) approximately $122.1 million principal amount of Notes for consideration consisting of an aggregate of approximately $0.8 million in cash (including accrued interest) and 9,509,188 shares of common stock. The Exchanges were consummated on December 17, 2025.

The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Exchange Agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2025, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  

 

Exhibit 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/ Timothy S. Bedard

    Name: Timothy S. Bedard

Title: Executive Vice President, General Counsel and Corporate Secretary

Dated: December 17, 2025

FAQ

What capital markets transaction did CNX (CNX) report in this filing?

CNX Resources reported that it entered into privately negotiated exchange agreements with certain holders of its 2.25% Convertible Senior Notes due 2026. The company exchanged a portion of these notes for a combination of cash and newly issued shares of its common stock.

How much of CNX Resources 2.25% Convertible Senior Notes due 2026 was exchanged?

The company exchanged approximately $122.1 million principal amount of its 2.25% Convertible Senior Notes due 2026 with a limited number of existing noteholders.

What did CNX Resources give noteholders in exchange for the $122.1 million of notes?

For the exchanged notes, CNX Resources provided total consideration consisting of approximately $0.8 million in cash, including accrued interest, and 9,509,188 shares of its common stock.

When were CNX Resources note exchanges completed?

The exchanges of the 2.25% Convertible Senior Notes due 2026 for cash and common stock were consummated on December 17, 2025.

Were the new CNX common shares issued in a registered public offering?

No. The shares of common stock issued in the exchanges were sold in private placements relying on the exemption from registration under Section 4(a)(2) of the Securities Act, in transactions not involving any public offering.

How does this transaction affect CNX Resources capital structure?

The transaction reduces the outstanding amount of CNX Resources 2.25% Convertible Senior Notes due 2026 and increases the number of common shares outstanding, shifting part of its financing from debt toward equity.