[8-K] CNX Resources Corp Reports Material Event
CNX Resources Corporation plans a private offering of $500 million in senior notes due 2034, guaranteed by its restricted subsidiaries.
Rhea-AI Filing Summary
CNX Resources Corporation plans a private offering of $500 million in senior notes due 2034, guaranteed by its restricted subsidiaries. The notes will be sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S.
CNX intends to use the net proceeds to fund a cash tender offer for any and all of its outstanding 6.000% senior notes due 2029, of which $500,000,000 principal is outstanding, and to redeem any remaining 2029 notes. The tender offer price is $1,016.10 per $1,000 principal amount, plus accrued interest, with expiration at 5:00 p.m. New York City time on February 23, 2026 and payment currently expected on February 26, 2026.
CNX has also issued a conditional notice to redeem any 2029 notes not purchased in the tender offer at 101.50% of principal, plus accrued interest, with a redemption date of March 19, 2026. Both the tender offer and redemption are conditioned on completion of the new notes offering on terms satisfactory to CNX.
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Insights
CNX is refinancing 2029 notes with new 2034 debt on a contingent basis.
CNX Resources is launching a private offering of $500 million senior notes due 2034 while simultaneously inviting holders to tender any and all of its 6.000% senior notes due 2029, of which $500,000,000 principal is outstanding. The new notes will fund the tender and a potential redemption.
The tender offer pays a purchase price of $1,016.10 per $1,000 principal amount, plus accrued interest, with an expiration at 5:00 p.m. New York City time on February 23, 2026. Any untendered 2029 notes are subject to a conditional redemption at 101.50% of principal on March 19, 2026, plus accrued interest.
Both the tender offer and redemption depend on successful completion of the new notes offering on terms acceptable to CNX. Actual capital structure outcomes will therefore hinge on market reception to the 2034 notes and on how many holders choose to tender their 2029 notes before the expiration time.
8-K Event Classification
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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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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).
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| Item 7.01 | Regulation FD Disclosure. |
On February 17, 2026, CNX Resources Corporation (the “Company”) issued a press release announcing the private offering of $500 million aggregate principal amount of senior notes due 2034. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On February 17, 2026, the Company issued a press release announcing the commencement of a cash tender offer for any and all of its outstanding 6.000% senior notes due 2029. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The information included in this Item 7.01 and Exhibits 99.1 and 99.2 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 Exhibits 99.1 and 99.2 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 Exhibit | |
| 99.1 | Press Release dated February 17, 2026 announcing the private offering of $500 million of senior notes by CNX Resources Corporation. | |
| 99.2 | Press Release dated February 17, 2026 announcing the commencement of a cash tender offer for any and all of CNX Resources Corporation’s outstanding 6.000% senior notes due 2029. | |
| 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 17, 2026
Exhibit 99.1
CNX Resources Corporation Announces Private Offering of $500 Million of Senior Notes
PITTSBURGH, February 17, 2026 – 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.
Exhibit 99.2
CNX Resources Corporation Announces Tender Offer for its 6.000% Senior Notes due 2029
PITTSBURGH, February 17, 2026 – 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.