CNX prices $500M 5.875% notes due 2034
CNX Resources Corporation is privately offering $500 million of 5.875% senior notes due 2034, priced at 100% of face value.
Rhea-AI Filing Summary
CNX Resources Corporation is privately offering $500 million of 5.875% senior notes due 2034, priced at 100% of face value. The notes are expected to close on February 26, 2026 and will be guaranteed by the company’s restricted subsidiaries that back its revolving credit facility.
CNX plans to use the net proceeds to buy any and all of its outstanding 6.000% senior notes due 2029 through a concurrent tender offer and, if needed, to redeem any remaining 2029 notes. It may temporarily use excess proceeds to reduce borrowings under its revolving credit facility.
Positive
- None.
Negative
- None.
Insights
CNX refinances 2029 notes with a new $500M 2034 issue.
CNX Resources is issuing $500 million of 5.875% senior notes due 2034, guaranteed by its restricted subsidiaries that also support the revolving credit facility. The notes price at 100% of face value and are offered via a private Rule 144A/Reg S transaction.
The company intends to use proceeds to repurchase its 6.000% senior notes due 2029 through a tender offer and to redeem any remaining 2029 notes. This shifts debt maturities further out and modestly reduces the stated coupon rate, with overall impact depending on final tender and redemption outcomes.
The new notes are part of a broader capital structure strategy for a natural gas-focused business that reported 9.7 trillion cubic feet equivalent of proved reserves as of December 31, 2025. Subsequent disclosures on tender participation and redemption completion will clarify the final 2029 note balance and revolver usage.
8-K Event Classification
FAQ
What type of debt is CNX (CNX) issuing in this transaction?
How will CNX (CNX) use the $500 million senior notes proceeds?
Who can buy CNX (CNX) 5.875% senior notes due 2034?
When is the CNX (CNX) $500 million notes offering expected to close?
What existing CNX (CNX) debt is targeted by the tender offer and redemption?
Are CNX (CNX) 5.875% senior notes due 2034 registered with the SEC?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code:
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 |
Name of each 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 1.01 | Entry into a Material Definitive Agreement. |
Purchase Agreement
On February 17, 2026, CNX Resources Corporation (the “Company”) and certain subsidiaries of the Company entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC as the representative of the initial purchasers (the “Initial Purchasers”), with respect to a private offering (the “Notes Offering”) by the Company 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 Notes Offering is expected to close on or about February 26, 2026, in accordance with the terms of the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and all of the Company’s current restricted subsidiaries that guarantee its obligations under its revolving credit facility and certain of its future subsidiaries (the “Guarantors”) and customary conditions to closing, obligations of the parties and termination provisions. The Company and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities.
The Initial Purchasers and their respective affiliates have provided, and may in the future provide, various financial advisory, sales and trading, commercial and investment banking and other financial and non-financial activities and services to the Company and its affiliates, for which they received or will receive customary fees and expenses.
The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and which is incorporated in this Item 1.01 by reference.
| Item 7.01 | Regulation FD Disclosure. |
On February 17, 2026, the Company issued a press release announcing the pricing of $500 million aggregate principal amount of 5.875% senior notes due 2034. 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 Exhibit | |
| 1.1 | Purchase Agreement, dated as of February 17, 2026, among CNX Resources Corporation, the subsidiary guarantors party thereto and Wells Fargo Securities, LLC, as representative of the initial purchasers named therein. | |
| 99.1 | Press Release dated February 17, 2026 announcing the pricing of $500 million of senior notes by CNX Resources Corporation. | |
| 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 18, 2026
Exhibit 99.1
CNX Resources Corporation Announces Pricing of $500 Million of Senior Notes
PITTSBURGH, February 17, 2026 – CNX Resources Corporation (NYSE: CNX) (“CNX,” “we,” or “our”) today announced the pricing of $500 million of its 5.875% senior notes due 2034 (the “Notes”) at a price to the public of 100.0% of their face value. The offering of Notes is expected to close on February 26, 2026, subject to the satisfaction of customary closing conditions. The Notes will be 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 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 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.