CNX Resources (NYSE: CNX) to exchange $122.1M convertible notes for shares

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

CNX is swapping $122.1 million of 2026 convertible notes for stock and cash, moving part of its capital structure from debt to equity.

CNX Resources Corporation agreed with a limited number of holders of its 2.25% Convertible Senior Notes due 2026 to exchange approximately $122.1 million principal amount of these notes. In return, the holders will receive an aggregate of 9,509,188 shares of common stock plus about $0.8 million in cash, including accrued interest, with closing expected on or about December 17, 2025.

This transaction replaces a portion of fixed-income obligations with equity and a modest cash payment. Issuing new common shares expands the company’s equity base, while the exchanged principal amount of notes is removed from its outstanding convertible debt.

The exchanges are structured as private placements under Section 4(a)(2) of the Securities Act, in transactions not involving any public offering. That framework means the new shares are initially issued without Securities Act registration, and any further activity around these securities would depend on the choices and circumstances of the participating noteholders.

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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 15, 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) are being conducted as private placements, and any shares of common stock to be issued in the Exchanges will be 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 are expected to be consummated on or about 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, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  

 

Exhibit 10.1*			Exchange Agreement
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules (or similar attachments) of this exhibit were omitted pursuant to Item 601(a)(5) of Regulation S-K.

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 15, 2025