CNX Resources Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 67 Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022 69 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 20 24, 2023 and 2022 70 Consolidated Balance Sheets at December 31, 20 24 and 2023 71 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024, 2023 and 2022 73 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 74 Notes to the Audited Consolidated Financial Statements 75 66 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of CNX Resources Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of CNX Resources Corporation and Subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15 (a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 11, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 67 Depreciation, Depletion & Amortization Description of the Matter As described in Note 1, under the successful efforts method of accounting, depreciation, depletion, and amortization (DD&A) related to proved gas properties is recorded using the units-of-production method. For the year ended December 31, 2024, the Company recorded DD&A expense related to proved gas properties of $379 million. Proved developed reserves, as estimated by petroleum engineers, are used to calculate depreciation of wells and related equipment and facilities and amortization of intangible drilling costs. Total proved reserves, also estimated by petroleum engineers, are used to calculate depletion on property acquisitions. Proved oil and natural gas reserve estimates are based on geological and engineering evaluations of in-place hydrocarbon volumes. Significant judgment is required by the Company’s internal engineering staff in evaluating geological and engineering data when estimating proved oil and natural gas reserves. Estimating reserves also requires the selection of inputs, including price and operating and development cost assumptions, among others. Because of the complexity involved in estimating oil and natural gas reserves, management used independent petroleum engineers to audit the estimates prepared by the Company’s internal engineering staff as of December 31, 2024. Auditing the Company’s DD&A calculation was especially complex because of the use of the work of the internal engineering staff and the independent petroleum engineers and the evaluation of management’s determination of the inputs described above used by the independent petroleum engineers in estimating proved oil and natural gas reserves. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the independent petroleum engineers for use in estimating the proved oil and natural gas reserves. Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the individual primarily responsible for overseeing the preparation of the reserve estimates by the internal engineering staff and the independent petroleum engineers used to audit the estimates. In addition, in assessing whether we can use the work of the independent petroleum engineers we evaluated the completeness and accuracy of the financial data and inputs described above used by the independent petroleum engineers in estimating proved oil and natural gas reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence. For proved undeveloped reserves, we evaluated management’s development plan for compliance with the SEC rule that undrilled locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time, by assessing consistency of the development projections with the Company’s drill plan and the availability of capital relative to the drill plan. We also tested the mathematical accuracy of the DD&A calculations, including comparing the proved oil and natural gas reserves amounts used to the Company’s reserve report. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2008. Pittsburgh, Pennsylvania February 11, 2025 68 CNX RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share data) For the Years Ended December 31, 2024 2023 2022 Revenue and Other Operating Income: Natural Gas, NGLs and Oil Revenue $ 1,186,077 $ 1,302,218 $ 3,652,112 (Loss) Gain on Commodity Derivative Instruments ( 172,405 ) 1,928,652 ( 2,663,775 ) Purchased Gas Revenue 59,467 74,218 185,552 Other Revenue and Operating Income 193,647 129,860 87,322 Total Revenue and Other Operating Income 1,266,786 3,434,948 1,261,211 Costs and Expenses: Operating Expense Lease Operating Expense 70,646 63,333 66,658 Transportation, Gathering and Compression 382,220 381,934 369,660 Production, Ad Valorem and Other Fees 27,554 27,946 44,965 Depreciation, Depletion and Amortization 485,754 433,586 461,215 Exploration and Production Related Other Costs 8,446 10,447 8,298 Purchased Gas Costs 57,248 69,924 185,383 Selling, General and Administrative Costs 145,736 125,344 121,697 Other Operating Expense 82,748 79,595 63,765 Total Operating Expense 1,260,352 1,192,109 1,321,641 Other Expense Other (Income) Expense ( 6,126 ) 9,008 9,859 Gain on Asset Sales and Abandonments, net ( 24,715 ) ( 132,372 ) ( 8,984 ) Loss on Debt Extinguishment 7,043 — 22,953 Interest Expense 150,594 143,278 127,689 Total Other Expense 126,796 19,914 151,517 Total Costs and Expenses 1,387,148 1,212,023 1,473,158 (Loss) Income Before Income Tax ( 120,362 ) 2,222,925 ( 211,947 ) Income Tax (Benefit) Expense ( 29,868 ) 502,209 ( 69,870 ) Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 ) (Loss) Earnings Per Share Basic $ ( 0.60 ) $ 10.59 $ ( 0.75 ) Diluted $ ( 0.60 ) $ 8.99 $ ( 0.75 ) Dividends Declared Per Share $ — $ — $ — The accompanying notes are an integral part of these financial statements. 69 CNX RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) For the Years Ended December 31, 2024 2023 2022 Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 ) Other Comprehensive (Loss) Income: Actuarially Determined Long-Term Liability Adjustments (Net of tax: $( 550 ), $ 258 , $( 2,728 )) 1,589 ( 788 ) 8,010 Comprehensive (Loss) Income $ ( 88,905 ) $ 1,719,928 $ ( 134,067 ) The accompanying notes are an integral part of these financial statements. 70 CNX RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) December 31, 2024 December 31, 2023 ASSETS Current Assets: Cash and Cash Equivalents $ 17,198 $ 443 Restricted Cash 37,875 — Accounts and Notes Receivable: Trade, net (Note 17) 179,547 116,119 Other Receivables, net 17,859 17,872 Supplies Inventories 14,572 19,846 Derivative Instruments (Note 19) 87,925 252,524 Prepaid Expenses 15,659 14,984 Total Current Assets 370,635 421,788 Property, Plant and Equipment (Note 8): Property, Plant and Equipment 13,037,948 12,537,118 Less—Accumulated Depreciation, Depletion and Amortization 5,653,837 5,194,485 Total Property, Plant and Equipment—Net 7,384,111 7,342,633 Other Non-Current Assets: Operating Lease Right-of-Use Assets (Note 13) 98,713 139,466 Derivative Instruments (Note 19) 160,183 280,530 Goodwill (Note 9) 323,314 323,314 Other Intangible Assets (Note 9) 63,885 70,438 Other 111,062 48,488 Total Other Non-Current Assets 757,157 862,236 TOTAL ASSETS $ 8,511,903 $ 8,626,657 The accompanying notes are an integral part of these financial statements. 71 CNX RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share data) December 31, 2024 December 31, 2023 LIABILITIES AND EQUITY Current Liabilities: Accounts Payable $ 123,249 $ 147,361 Derivative Instruments (Note 19) 354,621 61,102 Current Portion of Finance Lease Obligations (Note 13) 4,236 1,862 Current Portion of Long-Term Debt (Note 12) 327,766 325,668 Current Portion of Operating Lease Obligations (Note 13) 51,474 53,791 Other Accrued Liabilities (Note 11) 261,232 233,214 Total Current Liabilities 1,122,578 822,998 Non-Current Liabilities: Long-Term Debt (Note 12) 1,838,234 1,888,706 Finance Lease Obligations (Note 13) 21,040 5,500 Operating Lease Obligations (Note 13) 49,519 89,531 Derivative Instruments (Note 19) 429,533 526,554 Deferred Income Taxes (Note 6) 696,136 729,454 Asset Retirement Obligations (Note 7) 119,189 105,315 Other 137,644 97,582 Total Non-Current Liabilities 3,291,295 3,442,642 TOTAL LIABILITIES 4,413,873 4,265,640 Stockholders’ Equity: Common Stock, $ 0.01 Par Value; 500,000,000 Shares Authorized, 148,879,640 Issued and Outstanding at December 31, 2024; 154,382,880 Issued and Outstanding at December 31, 2023 1,490 1,548 Capital in Excess of Par Value 2,348,959 2,384,910 Preferred Stock, 15,000,000 Shares Authorized, None Issued and Outstanding — — Retained Earnings 1,753,293 1,981,860 Accumulated Other Comprehensive Loss ( 5,712 ) ( 7,301 ) TOTAL STOCKHOLDERS' EQUITY 4,098,030 4,361,017 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,511,903 $ 8,626,657 The accompanying notes are an integral part of these financial statements. 72 CNX RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Dollars in thousands) Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Total Equity December 31, 2021 $ 2,039 $ 2,834,863 $ 877,894 $ ( 14,523 ) $ 3,700,273 Net Loss — — ( 142,077 ) — ( 142,077 ) Issuance of Common Stock 2 1,195 — — 1,197 Purchase and Retirement of Common Stock ( 335 ) ( 267,874 ) ( 299,919 ) — ( 568,128 ) Shares Withheld for Taxes — — ( 5,852 ) — ( 5,852 ) Amortization of Stock-Based Compensation Awards 6 16,369 — — 16,375 Other Comprehensive Income — — — 8,010 8,010 Cumulative Effect of Adoption of New Accounting Standard — ( 78,284 ) 18,947 — ( 59,337 ) December 31, 2022 $ 1,712 $ 2,506,269 $ 448,993 $ ( 6,513 ) $ 2,950,461 December 31, 2022 $ 1,712 $ 2,506,269 $ 448,993 $ ( 6,513 ) $ 2,950,461 Net Income — — 1,720,716 — 1,720,716 Issuance of Common Stock 2 1,758 — — 1,760 Purchase and Retirement of Common Stock ( 175 ) ( 143,343 ) ( 178,349 ) — ( 321,867 ) Shares Withheld for Taxes — — ( 9,500 ) — ( 9,500 ) Amortization of Stock-Based Compensation Awards 9 20,226 — — 20,235 Other Comprehensive Loss — — — ( 788 ) ( 788 ) December 31, 2023 $ 1,548 $ 2,384,910 $ 1,981,860 $ ( 7,301 ) $ 4,361,017 December 31, 2023 $ 1,548 $ 2,384,910 $ 1,981,860 $ ( 7,301 ) $ 4,361,017 Net Loss — — ( 90,494 ) — ( 90,494 ) Issuance of Common Stock 4 2,685 — — 2,689 Purchase and Retirement of Common Stock ( 72 ) ( 58,717 ) ( 119,794 ) — ( 178,583 ) Shares Withheld for Taxes — — ( 18,279 ) — ( 18,279 ) Amortization of Stock-Based Compensation Awards 10 20,081 — — 20,091 Other Comprehensive Income — — — 1,589 1,589 December 31, 2024 $ 1,490 $ 2,348,959 $ 1,753,293 $ ( 5,712 ) $ 4,098,030 The accompanying notes are an integral part of these financial statements. 73 CNX RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) For the Years Ended December 31, Cash Flows from Operating Activities: 2024 2023 2022 Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 ) Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities: Depreciation, Depletion and Amortization 485,754 433,586 461,215 Amortization of Deferred Financing Costs 11,345 9,275 8,456 Stock-Based Compensation 20,091 20,235 16,375 Gain on Asset Sales and Abandonments, net ( 24,715 ) ( 132,372 ) ( 8,984 ) Loss on Debt Extinguishment 7,043 — 22,953 Loss (Gain) on Commodity Derivative Instruments 172,405 ( 1,928,652 ) 2,663,775 Loss (Gain) on Other Derivative Instruments 1,099 3,463 ( 10,348 ) Net Cash Received (Paid) in Settlement of Commodity Derivative Instruments 307,939 79,523 ( 1,735,115 ) Deferred Income Taxes ( 33,869 ) 497,432 ( 76,058 ) Other 1,345 ( 1,967 ) 5,588 Changes in Operating Assets: Accounts and Notes Receivable ( 59,996 ) 222,751 ( 20,338 ) Supplies Inventories 5,274 7,310 ( 21,008 ) Recoverable Income Taxes — — 72 Prepaid Expenses ( 675 ) 1,227 ( 252 ) Changes in Other Assets ( 47,084 ) 75 21,499 Changes in Operating Liabilities: Accounts Payable ( 4,194 ) ( 55,309 ) 53,772 Accrued Interest 1,585 7,483 710 Other Operating Liabilities 21,000 ( 67,140 ) ( 267 ) Changes in Other Liabilities 41,926 ( 3,048 ) ( 4,954 ) Net Cash Provided by Operating Activities 815,779 814,588 1,235,014 Cash Flows from Investing Activities: Capital Expenditures ( 540,332 ) ( 679,404 ) ( 565,754 ) Proceeds from Asset Sales 60,734 170,027 37,460 Investment in Equity Affiliates ( 4,871 ) — — Net Cash Used in Investing Activities ( 484,469 ) ( 509,377 ) ( 528,294 ) Cash Flows from Financing Activities: Payments on Long-Term Notes ( 356,504 ) — ( 385,719 ) Proceeds from CNXM Revolving Credit Facility Borrowings 265,250 333,575 343,900 Repayments of CNXM Revolving Credit Facility Borrowings ( 354,350 ) ( 382,125 ) ( 375,200 ) Proceeds from CNX Revolving Credit Facility Borrowings 1,134,500 1,588,350 3,332,875 Repayments of CNX Revolving Credit Facility Borrowings ( 1,143,100 ) ( 1,536,300 ) ( 3,524,875 ) Proceeds from Issuance of CNX Senior Notes 395,000 — 493,750 Payments on Other Debt ( 2,409 ) ( 1,627 ) ( 665 ) Proceeds from Issuance of Common Stock 2,689 1,760 1,197 Shares Withheld for Taxes ( 18,279 ) ( 9,500 ) ( 5,852 ) Purchases of Common Stock ( 184,203 ) ( 319,866 ) ( 565,125 ) Debt Issuance and Financing Fees ( 15,274 ) ( 356 ) ( 3,250 ) Net Cash Used in Financing Activities ( 276,680 ) ( 326,089 ) ( 688,964 ) Net Increase (Decrease) in Cash and Cash Equivalents 54,630 ( 20,878 ) 17,756 Cash and Cash Equivalents at Beginning of Period 443 21,321 3,565 Cash, Cash Equivalents, and Restricted Cash at End of Period $ 55,073 $ 443 $ 21,321 The accompanying notes are an integral part of these financial statements. 74 CNX RESOURCES CORPORATION AND SUBSIDIARIES NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) NOTE 1— SIGNIFICANT ACCOUNTING POLICIES: A summary of the significant accounting policies of CNX Resources Corporation and subsidiaries (“CNX” or “the Company”) is presented below. These, together with the other notes that follow, are an integral part of the Consolidated Financial Statements. Basis of Consolidation: The Consolidated Financial Statements include the accounts of CNX Resources Corporation, its wholly-owned subsidiaries, and its majority-owned and/or controlled subsidiaries. Investments in business entities in which CNX does not have control but has the ability to exercise significant influence over the operating and financial policies, are accounted for under the equity method. All significant intercompany transactions and accounts have been eliminated in consolidation. Investments in oil and natural gas producing entities are accounted for under the proportionate consolidation method. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as various disclosures. Actual results could differ from those estimates. The most significant estimates included in, but not limited to, the preparation of the consolidated financial statements are related to long-lived assets (including intangible assets and goodwill), accounts receivable credit losses, the values of natural gas, NGLs, condensate and oil (collectively “natural gas”) reserves, asset retirement obligations, deferred income tax assets and liabilities, contingencies, fair value of derivative instruments, the fair value of the liability and equity components of the convertible senior notes prior to the adoption of Accounting Standards Update (ASU) 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity on January 1, 2022, stock-based compensation and salary retirement benefits. Cash and Cash Equivalents: Cash and cash equivalents of $ 17,198 and $ 443 as of December 31, 2024 and 2023, respectively, includes cash on hand and on deposit at banking institutions as well as all highly liquid short-term securities with original maturities of three months or less. Restricted Cash: Restricted cash of $ 37,875 as of December 31, 2024, consists of funds that the Company is contractually obligated to maintain in an escrow account. This obligation is in accordance with the terms of the purchase agreement to acquire the natural gas upstream and associated midstream business of Apex Energy II, LLC. See Note 22 – Subsequent Event for more information. There were no such restrictions on cash as of December 31, 2023. Trade Accounts Receivable and Allowance for Credit Losses: Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Management records an allowance for credit losses related to the collectability of third-party customers' receivables using the historical aging of the customer receivable balance. The collectability is determined based on past events, including historical experience, customer credit rating, as well as current market conditions. CNX monitors customer ratings and collectability on an on-going basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There were no material financing receivables with a contractual maturity greater than one year at December 31, 2024 or 2023. 75 The following represents activity related to the allowance for credit losses for the years ended: December 31, 2024 2023 Allowance for Credit Losses - Trade, Beginning of Year $ 84 $ 84 Provision for Expected Credit Losses — — Allowance for Credit Losses - Trade, End of Period $ 84 $ 84 Allowance for Credit Losses - Other Receivables, Beginning of Year $ 2,847 $ 2,937 Recoveries Collected ( 1,692 ) — Provision for Expected Credit Losses 186 32 Write-off of Uncollectible Accounts ( 108 ) ( 122 ) Allowance for Credit Losses - Other Receivables, End of Period $ 1,233 $ 2,847 Inventories: Inventories are stated at the lower of cost or net realizable value. The cost of supplies inventory is determined by the average cost method and includes operating and maintenance supplies to be used in the Company's operations. Property, Plant and Equipment: CNX uses the successful efforts method of accounting for natural gas producing activities. Costs of property acquisitions, successful exploratory, development wells and related support equipment and facilities are capitalized. Periodic valuation provisions for impairment of capitalized costs of unproved mineral interests are expensed. Costs of unsuccessful exploratory wells are expensed when such wells are determined to be non-productive, or if the determination cannot be made after finding sufficient quantities of reserves to continue evaluating the viability of the project. The costs of producing properties and mineral interests are amortized using the units-of-production method. Depreciation, depletion and amortization expense is calculated based on the actual produced sales volumes multiplied by the applicable rate per unit, which is derived by dividing the net capitalized costs by the number of units expected to be produced over the life of the reserves. Wells and related equipment and intangible drilling costs are also amortized on a units-of-production method. Proved developed reserves, as estimated by petroleum engineers, are used to calculate amortization of wells and related equipment and facilities and amortization of intangible drilling costs. Total proved reserves, also estimated by petroleum engineers, are used to calculate depletion on property acquisitions. Proved oil and natural gas reserve estimates are based on geological and engineering evaluations of in-place hydrocarbon volumes. Units-of-production amortization rates are revised at least once per year, or more frequently if events and circumstances indicate an adjustment is necessary. Such revisions are accounted for prospectively as changes in accounting estimates. The Company recorded depreciation, depletion and amortization expense related to proved gas properties using the units-of-production method of $ 378,646 , $ 332,596 , and $ 359,761 for the years ended December 31, 2024, 2023 and 2022, respectively. Property, plant and equipment is recorded at cost upon acquisition. Expenditures which extend the useful lives of existing plant and equipment are capitalized. Interest costs applicable to major asset additions are capitalized during the construction period. Planned major maintenance costs which do not extend the useful lives of existing plant and equipment are expensed as incurred. Depreciation of plant and equipment is calculated on the straight-line method over their estimated useful lives or lease terms, generally as follows: Years Buildings and Improvements 10 to 45 Machinery and Equipment 3 to 25 Gathering and Transmission 30 to 40 Leasehold Improvements Life of Lease Costs for purchased software are capitalized and amortized using the straight-line method over the estimated useful life which does not exceed seven years . 76 Impairment of Long-Lived Assets: Impairment of long-lived assets is recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying value. The carrying value of the assets is then reduced to its estimated fair value which is usually measured based on an estimate of future discounted cash flows. Impairment of equity investments is recorded when indicators of impairment are present, and the estimated fair value of the investment is less than the assets' carrying value. There were no indicators of impairment related to long-lived assets in the years ended December 31, 2024 or 2023. CNX performs a quantitative impairment test whenever events or changes in circumstances indicate that an asset group's carrying amount may not be recoverable, over proved properties using the published NYMEX forward prices, timing, methods and other assumptions consistent with historical periods. When indicators of impairment are present, tests require that the Company first compare expected future undiscounted cash flows by asset group to their respective carrying values. If the carrying amount exceeds the estimated undiscounted future cash flows, a reduction of the carrying amount of the natural gas properties to their estimated fair values is required, which is determined based on discounted cash flow techniques using significant assumptions including projected revenues, future commodity prices and a market-specific weighted average cost of capital which are affected by expectations about future market and economic conditions. There were no indicators of impairment related to the Company's proved oil and gas properties in the years ended December 31, 2024 or 2023. Capitalized costs of unproved oil and gas properties are evaluated at least annually for recoverability on a prospective basis. Indicators of potential impairment include, but are not limited to, changes brought about by economic factors, commodity price outlooks, our geologists’ evaluation of the property, favorable or unfavorable activity on the property being evaluated and/or adjacent properties, potential shifts in business strategy employed by management and historical experience. The likelihood of an impairment of unproved oil and gas properties increases as the expiration of a lease term approaches if drilling activity has not commenced. If it is determined that the Company does not intend to drill on the property prior to expiration or does not have the intent and ability to extend, renew, trade, or sell the lease prior to expiration, an impairment expense is recorded. Expense for lease expirations that were not previously impaired are recorded as the leases expire. There were no indicators of impairment related to the Company’s unproved properties in the years ended December 31, 2024 or 2023. Exploration expense, which is associated primarily with lease expirations, was $ 8,446 , $ 10,447 and $ 8,298 for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in Exploration and Production Related Other Costs in the Consolidated Statements of Income. Impairment of Goodwill: Goodwill is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business. All goodwill is attributed to the Midstream reporting unit within the Shale segment. Goodwill is not amortized, but rather it is evaluated for impairment annually during the fourth quarter, or more frequently if recent events or prevailing conditions indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. These indicators include, but are not limited to, overall financial performance, industry and market considerations, anticipated future cash flows and discount rates, changes in the stock price with regards to CNX, regulatory and legal developments, and other relevant factors. In connection with the annual evaluation of goodwill for impairment or earlier if an impairment indicator is identified, CNX may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount. If after assessing such factors or circumstances, CNX determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. If CNX chooses to bypass the qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then CNX will perform a quantitative assessment. In the case of a quantitative assessment, CNX estimates the fair value of the reporting unit with which the goodwill is associated using level 3 inputs and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. The Company uses a combination of the income approach (generally a discounted cash flow method) and market approach (which may include the guideline public company method and/or the guideline transaction method) to estimate the fair value of a reporting unit. The income approach is used to estimate value based on the present value of future economic benefits that are expected to be produced by an asset or business entity. This approach generally involves two general steps: (i) The first step involves establishing a forecast of the estimated future net cash flows expected to accrue directly or indirectly to the owner of the asset over its remaining useful life or to the owner of the business entity (including a 77 reporting unit). (ii) The second step involves discounting these estimated future net cash flows to their present value using a market rate of return. CNX determines the fair value based on estimated future revenues and earnings before deducting net interest expense (interest expense less interest income) and income taxes (EBITDA - a non-GAAP financial measure), and also includes estimates for capital expenditures, discounted to present value using an industry rate adjusted for company-specific risk, which management feels reflects the overall level of inherent risk of the reporting unit. These assumptions are affected by expectations about future market, industry and economic conditions. Cash flow projections are derived from board approved budgeted amounts and require us to make projections and assumptions for many years into the future for demand, competition and operating costs, among other variables. Subsequent cash flows are developed using growth or contraction rates that management believes are reasonably likely to occur. The estimates of future cash flows and EBITDA are subjective in nature and are subject to impacts from business risks as described in Item 1A. Risk Factors of this Form 10-K. The fair value estimation process requires considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates of future financial results. Although CNX believes the estimates and assumptions used in estimating the fair value are reasonable and appropriate, different assumptions and estimates could materially impact the estimated fair value. Future results could differ from our current estimates and assumptions. For the Company’s annual impairment assessment during the fourth quarter of 2024, the Company elected to perform a qualitative impairment test on its goodwill and concluded that it is more likely than not that the fair value exceeded the carrying value and goodwill was not impaired. Impairment of Definite-Lived Intangible Assets: Definite-lived intangible assets are amortized on a straight-line basis over their estimated economic lives and they are reviewed for impairment when indicators of impairment are present. Other intangible assets are comprised of customer relationships which are amortized on a straight-line basis over approximately 17 years. Income Taxes: Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The provision for income taxes represents income taxes paid or payable for the current year and the change in deferred taxes, excluding the effects of acquisitions during the year. Deferred taxes result from differences between the financial and tax bases of the Company's assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a deferred tax benefit will not be realized. CNX evaluates all tax positions taken on the state and federal tax filings to determine if the position is more likely than not to be sustained upon examination. For positions that do not meet the more likely than not to be sustained criteria, the Company determines, on a cumulative probability basis, the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. A previously recognized tax position is reversed when it is subsequently determined that a tax position no longer meets the more likely than not threshold to be sustained. The evaluation of the sustainability of a tax position and the probable amount that is more likely than not is based on judgment, historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. The results of these estimates, that are not readily apparent from other sources, form the basis for recognizing an uncertain tax position liability. Actual results could differ from those estimates upon subsequent resolution of identified matters. Asset Retirement Obligations: CNX accrues the estimated costs to dismantle and remove gas-related facilities upon exhaustion of mineral reserves and related surface reclamation using the accounting treatment prescribed by the Asset Retirement and Environmental Obligations Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. This topic requires the fair value of an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. Estimates are regularly reviewed by management and are revised for changes in future estimated costs and regulatory requirements. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. Amortization of the capitalized asset retirement cost is generally determined on a units-of-production basis. Accretion of the asset retirement obligation is recognized over time and generally will escalate over the life of the 78 producing asset, typically as production declines. Accretion is included in Depreciation, Depletion and Amortization in the Consolidated Statements of Income. Investment Plan: CNX has an investment plan that is available to most employees. Throughout the years ended December 31, 2024, 2023 and 2022, the Company's matching contribution was up to 6 % of eligible compensation contributed by eligible employees. The Company may also make discretionary contributions to the Plan ranging from 1 % to 6 % of eligible compensation for eligible employees (as defined by the Plan). There were no such discretionary contributions made by CNX for the years ended December 31, 2024, 2023 and 2022. Total matching contribution payments and costs were $ 3,603 , $ 3,509 and $ 3,187 for the years ended December 31, 2024, 2023 and 2022, respectively. Revenue Recognition: Revenues are recognized when the recognition criteria of Accounting Standards Codification (ASC) 606 are met, which generally occurs at the point in which title passes to the customers. For natural gas, NGL and oil revenue, this occurs at the contractual point of delivery. For revenues generated from natural gas gathering services provided to third parties, this occurs when obligations under the terms of the contract with the shipper are satisfied. CNX sells a portion of its natural gas to accommodate the delivery points of its customers. In general, this gas is purchased at market price and re-sold on the same day at market price less a small transaction fee. These matching buy/sell transactions include a legal right of offset of obligations and have been simultaneously entered into with the counterparty. These transactions qualify for netting under the Nonmonetary Transactions Topic of the FASB Accounting Standards Codification and are, therefore, recorded net within the Consolidated Statements of Income in the Purchased Gas Revenue line. CNX purchases natural gas produced by third parties at market prices less a fee. The gas purchased from third parties is then resold to end users or gas marketers at current market prices. These revenues and expenses are recorded gross as Purchased Gas Revenue and Purchase Gas Costs, respectively, in the Consolidated Statements of Income. Purchased gas revenue is recognized when title passes to the customer. Purchased gas costs are recognized when title passes to CNX from the third party. Contingencies: From time to time, CNX, or its subsidiaries, are subject to various lawsuits and claims with respect to such matters as personal injury, wrongful death, damage to property, exposure to hazardous substances, governmental regulations (including environmental remediation), employment and contract disputes and other claims and actions, arising out of the normal course of business. Liabilities are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. Estimates are developed through consultation with legal counsel involved in the defense of these matters and are based upon the nature of the lawsuit, progress of the case in court, view of legal counsel, prior experience in similar matters and management's intended response. Environmental liabilities are not discounted or reduced by possible recoveries from third parties. Legal fees associated with defending these various lawsuits and claims are expensed when incurred. Stock-Based Compensation: Stock-based compensation expense for all stock-based compensation awards is based on the grant date fair value estimated in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification. CNX recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the award's vesting term. See Note 15 – Stock-Based Compensation for more information. Derivative Instruments: CNX enters into interest rate swap agreements to manage its exposure to interest rate volatility. These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. The changes in fair value of the interest rate swap agreements are accounted for on a mark-to-market basis with the changes in fair value recorded in current period earnings. CNX enters into financial derivative instruments to manage its exposure to commodity price volatility. Commodity hedges are accounted for on a mark-to-market basis with changes in fair value recorded in current period earnings. None of the Company's counterparty master agreements currently require CNX to post collateral for any of its positions. However, as stated in the counterparty master agreements, if CNX's obligations with any of its counterparties cease to be 79 secured on the same basis as similar obligations with the other lenders under the credit facility, CNX would be required to post collateral for instruments in a liability position in excess of defined thresholds. All of the Company's derivative instruments are subject to master netting arrangements with the counterparties. CNX recognizes all financial derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets on a gross basis, generally measured based upon Level 2 inputs, which is further described in Note 18 – Fair Value of Financial Instruments. Each of the Company's counterparty master agreements allows, in the event of default, the ability to elect early termination of outstanding contracts. If early termination is elected, CNX and the applicable counterparty would net settle all open hedge positions. CNX is exposed to credit risk in the event of non-performance by counterparties. The creditworthiness of counterparties is subject to continuing review. The Company has not experienced any issues of non-performance by derivative counterparties. Recent Accounting Pronouncements: In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-04 - Debt with Conversion and Other Options (Subtopic 470-20). This update clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. An induced conversion is when a Company induces debt holders to convert their debt into equity shares under changed terms and involved additional consideration. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. The Company is currently evaluating the impact of the adoption of this guidance but intends to settle the principal amount of the Convertible Notes in cash upon conversion as stated in Note 12 – Long-Term Debt. In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories within the footnotes, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) DD&A recognized as part of oil- and gas-producing activities or other depletion expenses. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance. In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The amendments address more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance. See Note 12 – Long-Term Debt for the impact of adoption of ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. See Note 21 – Segment Information for the impact of adoption of ASU 2023-07 - Segment Reporting - Improvements to Reportable Segment Disclosures. Reclassifications: Certain amounts in prior periods have been reclassified to conform with the report classifications of the year ended December 31, 2024, with no effect on previously reported net income, stockholders' equity or statement of cash flows. Subsequent Events: The Company has evaluated all subsequent events through the date the financial statements were issued. See Note 22 – Subsequent Event for more information. 80 NOTE 2— EARNINGS PER SHARE: Basic earnings per share is computed by dividing net income or net loss by the weighted average shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include, if dilutive, additional shares from stock options, restricted stock units, performance share units and shares issuable upon conversion of CNX's outstanding 2.25 % convertible senior notes due May 2026 (“the Convertible Notes”) (See Note 12 – Long-Term Debt). The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted stock units and performance share units were released, that the shares that are issuable from the conversion of the Convertible Notes are issued (subject to the considerations discussed further in the paragraph below), and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. In periods when CNX recognizes a net loss, the impact of outstanding stock awards and the potential share settlement impact related to CNX’s Convertible Notes are excluded from the diluted loss per share calculation as their inclusion would have an anti-dilutive effect. The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings per share because their effect would be anti-dilutive: For the Years Ended December 31, 2024 2023 2022 Anti-Dilutive Options 947,257 21,650 2,262,845 Anti-Dilutive Restricted Stock Units 2,043,947 25,156 2,350,661 Anti-Dilutive Performance Share Units 1,469,703 — 1,829,081 4,460,907 46,806 6,442,587 The Convertible Notes, if converted by the holder, may be settled in cash, shares of the Company's common stock or a combination thereof, at the Company's election. The Company expects to settle the principal amount of the Convertible Notes in cash. ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) amended the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method (See Note 12 – Long-Term Debt for more information). The if-converted method assumes the conversion of convertible instruments occurs at the beginning of the reporting period and diluted weighted average shares outstanding includes the common shares issuable upon conversion of the convertible instruments. In periods where CNX recognizes net income, the conversion spread has a dilutive impact on diluted earnings per share when the average market price of the Company’s common stock for a given period exceeds the initial conversion price of $ 12.84 per share for the Convertible Notes. In connection with the Convertible Notes’ issuance, the Company entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls” and “Capped Call Transactions”), which were not included in calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive. 81 The computations for basic and diluted loss per share are as follows: For the Years Ended December 31, 2024 2023 2022 Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 ) Basic (Loss) Earnings Available to Shareholders $ ( 90,494 ) $ 1,720,716 $ ( 142,077 ) Effect of Dilutive Securities: Add Back Interest on Convertible Notes (Net of Tax) — 5,758 — Diluted (Loss) Earnings Available to Shareholders $ ( 90,494 ) $ 1,726,474 $ ( 142,077 ) Weighted-Average Shares of Common Stock Outstanding 151,306,438 162,490,245 189,507,682 Effect of Diluted Shares:* Options — 1,168,526 — Restricted Stock Units — 1,349,299 — Performance Share Units — 1,254,050 — Convertible Notes — 25,751,869 — Weighted-Average Diluted Shares of Common Stock Outstanding 151,306,438 192,013,989 189,507,682 (Loss) Earnings Per Share: Basic $ ( 0.60 ) $ 10.59 $ ( 0.75 ) Diluted $ ( 0.60 ) $ 8.99 $ ( 0.75 ) *During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards and the potential share settlement impact related to CNX’s Convertible Notes are antidilutive. Shares of common stock outstanding were as follows: For the Years Ended December 31, 2024 2023 2022 Balance, Beginning of Year 154,382,880 170,841,164 203,531,320 Issuance Related to Stock-Based Compensation (1) 1,672,434 1,106,240 836,070 Retirement of Common Stock (2) ( 7,175,674 ) ( 17,564,524 ) ( 33,526,226 ) Balance, End of Year 148,879,640 154,382,880 170,841,164 (1) See Note 15 – Stock-Based Compensation for additional information. (2) See Note 5 – Stock Repurchase for additional information. NOTE 3— REVENUE FROM CONTRACTS WITH CUSTOMERS: Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company has elected to exclude all taxes from the measurement of transaction price. For natural gas, NGL and oil, and purchased gas revenue, the Company generally considers the delivery of each unit (MMBtu or Bbl) to be a separate performance obligation that is satisfied upon delivery. Payment terms for these contracts typically require payment within 25 days of the end of the calendar month in which the hydrocarbons are delivered. A significant number of these contracts contain variable consideration because the payment terms refer to market prices at future delivery dates. In these situations, the Company has not identified a standalone selling price because the terms of the variable payments relate specifically to the Company’s efforts to satisfy the performance obligations. A portion of the contracts contain fixed consideration (i.e., fixed price contracts or contracts with a fixed differential to NYMEX or index prices). The fixed consideration is allocated to each performance obligation on a relative standalone selling price basis. For these contracts, the Company generally concludes that the fixed price or fixed differentials in the contracts are representative of the standalone selling price. Revenue associated with natural gas, NGL and oil as presented on the accompanying Consolidated Statements of Income represent the Company’s share of revenues net of royalties and excluding revenue interests owned by others. When 82 selling natural gas, NGL and oil on behalf of royalty owners or working interest owners, the Company is acting as an agent and thus reports the revenue on a net basis. Included in Other Revenue and Operating Income in the Consolidated Statements of Income and in the below table are revenues generated from natural gas gathering services provided to third parties and sales of environmental attributes. The gas gathering services are interruptible in nature and include charges for the volume of gas actually gathered and do not guarantee access to the system. Volumetric based fees are based on actual volumes gathered. The Company generally considers the interruptible gathering of each unit (MMBtu) of natural gas as a separate performance obligation. Payment terms for these contracts typically require payment within 25 days of the end of the calendar month in which the hydrocarbons are gathered. All sales of environmental attributes (which includes items such as (but are not limited to): carbon credits, air quality credits, renewable or alternative energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances) are under short-term contracts, and revenue is recognized when the environmental attribute is transferred to a third party. Disaggregation of Revenue The following table is a disaggregation of revenue by major source: For the Years Ended December 31, 2024 2023 2022 Revenue from Contracts with Customers: Natural Gas Revenue $ 986,028 $ 1,131,068 $ 3,390,422 NGL Revenue 190,374 157,573 241,535 Oil/Condensate Revenue 9,675 13,577 20,155 Total Natural Gas, NGL and Oil Revenue 1,186,077 1,302,218 3,652,112 Purchased Gas Revenue 59,467 74,218 185,552 Other Sources of Revenue and Other Operating Income: (Loss) Gain on Commodity Derivative Instruments ( 172,405 ) 1,928,652 ( 2,663,775 ) Other Revenue and Operating Income 193,647 129,860 87,322 Total Revenue and Other Operating Income $ 1,266,786 $ 3,434,948 $ 1,261,211 The disaggregated revenue information corresponds with the Company’s segment reporting found in Note 21 – Segment Information. Contract Balances CNX invoices its customers once a performance obligation has been satisfied, at which point payment is unconditional. Accordingly, CNX's contracts with customers do not give rise to material contract assets or liabilities under ASC 606. The Company has no contract assets recognized from the costs to obtain or fulfill a contract with a customer. Transaction Price Allocated to Remaining Performance Obligations ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied. However, the guidance provides certain practical expedients that limit this requirement, including when variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a series. A significant portion of CNX's natural gas, NGL and oil and purchased gas revenue is short-term in nature with a contract term of one year or less. For those contracts, CNX has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. For revenue associated with contract terms greater than one year, a significant portion of the consideration in those contracts is variable in nature and the Company allocates the variable consideration in its contract entirely to each specific 83 performance obligation to which it relates. Therefore, any remaining variable consideration in the transaction price is allocated entirely to wholly unsatisfied performance obligations. As such, the Company has not disclosed the value of unsatisfied performance obligations pursuant to the practical expedient. For natural gas, NGL and oil revenue associated with contract terms greater than one year with a fixed price component, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 37,600 as of December 31, 2024. The Company expects to recognize net revenue of $ 20,590 in the next 12 months and $ 15,741 over the following 12 months, with the remainder recognized thereafter. For revenue associated with CNX's midstream contracts, which also have terms greater than one year, the interruptible gathering of each unit of natural gas represents a separate performance obligation; therefore, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. Prior-Period Performance Obligations CNX records revenue in the month production is delivered to the purchaser. However, settlement statements for certain natural gas, NGL and oil revenue may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. CNX records the differences between the estimate and the actual amounts received in the month that payment is received from the purchaser. The Company has existing internal controls for its revenue estimation process and the related accruals, and any identified differences between its revenue estimates and the actual revenue received historically have not been significant. For each of the years ended December 31, 2024, 2023 and 2022, revenue recognized in the current reporting period related to performance obligations satisfied in a prior reporting period was not material. NOTE 4— ACQUISITIONS AND DISPOSITIONS: During the year ended December 31, 2024, CNX recognized a net gain on asset sales of $ 24,715 primarily related to the sale of various non-core assets (primarily rights-of-way, surface acreage and the interest in various non-operated oil and gas assets), none of which were individually material. The net gain was offset, in part, by the sale of a non-core pipeline to a third party. The net cash proceeds of $ 2,017 are included in Proceeds from Asset Sales in the Consolidated Statements of Cash Flows and the net loss on the transaction of $ 26,150 is included in the Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income. During the year ended December 31, 2023, CNX closed on the sale of various non-operated producing oil and gas assets primarily located in the Appalachian Basin to a third party. The net cash proceeds of $ 124,600 are included in Proceeds from Asset Sale in the Consolidated Statements of Cash Flows and the net gain on the transaction of $ 99,516 is included in Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income. Additionally, Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income and Proceeds from Asset Sales in the Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 include the sale of various non-core assets (primarily rights-of-way, surface acreage and the interest in various non-operated oil and gas assets), none of which were individually material . NOTE 5— STOCK REPURCHASE: On each of January 26, 2021, October 25, 2021 and July 25, 2023, the Company’s Board of Directors approved increases in the aggregate amount of the Company’s previously approved $ 750,000 stock repurchase program plan to $ 900,000 , $ 1,900,000 , and $ 2,900,000 , respectively. As of December 31, 2024, the amount available under the stock repurchase program is $ 951,003 and is not subject to an expiration date. The repurchases may be effected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise in compliance with Rule 10b-18. The timing of any repurchases will be based on a number of factors, including available liquidity, the Company's stock price, the Company's financial outlook, and alternative investment options. The stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares and the Board may modify, suspend, or discontinue its authorization of the program at any time. The Company’s Board of Directors will continue to evaluate the size of the stock repurchase program based on CNX's free cash flow position, leverage ratio, and capital plans. During the year ended December 31, 2024, 7,175,674 shares were repurchased and retired at an average price of $ 24.68 per share for a total cost of $ 178,583 . During the year ended December 31, 2023, 17,564,524 shares were repurchased and 84 retired at an average price of $ 18.14 per share for a total cost of $ 321,867 . The one-percent excise tax under the Inflation Reduction Act of 2022 is included in total costs for both periods. During the year ended December 31, 2022, 33,526,226 shares were repurchased and retired at an average price of $ 16.93 per share for a total cost of $ 568,128 . NOTE 6— INCOME TAXES: Income tax (benefit) expense provided on earnings consisted of: For the Years Ended December 31, 2024 2023 2022 Current: U.S. Federal $ 756 $ — $ — U.S. State 3,245 4,777 6,188 4,001 4,777 6,188 Deferred: U.S. Federal ( 27,917 ) 455,224 ( 40,649 ) U.S. State ( 5,952 ) 42,208 ( 35,409 ) ( 33,869 ) 497,432 ( 76,058 ) Total Income Tax (Benefit) Expense $ ( 29,868 ) $ 502,209 $ ( 69,870 ) The components of the net deferred taxes are as follows: December 31, 2024 2023 Deferred Tax Assets: Net Operating Loss- Federal $ 137,476 $ 160,405 Gas Derivatives 130,834 14,466 Section 174 Expenses 91,342 92,414 Net Operating Loss - State 70,689 76,259 Interest Limitation 62,271 36,451 Federal Tax Credits 44,457 45,619 Gas Well Closing 33,541 24,652 Operating Lease Liabilities 25,650 36,297 State Deferred Tax Adjustment 15,983 15,983 Salary Retirement 8,037 8,488 Equity Compensation 6,659 5,419 Convertible Note Amortization 2,121 3,628 Other 2,687 6,089 Total Deferred Tax Assets 631,747 526,170 Valuation Allowance ( 36,879 ) ( 39,264 ) Net Deferred Tax Assets 594,868 486,906 Deferred Tax Liabilities: Property, Plant and Equipment ( 1,261,971 ) ( 1,177,773 ) Operating Lease Right-of-Use Assets ( 25,071 ) ( 35,321 ) Investment in Partnerships ( 2,825 ) ( 2,303 ) Advance Gas Royalties ( 515 ) ( 404 ) Other ( 622 ) ( 559 ) Total Deferred Tax Liabilities ( 1,291,004 ) ( 1,216,360 ) Net Deferred Tax Liability $ ( 696,136 ) $ ( 729,454 ) 85 Deferred taxes are recorded for certain tax benefits, including net operating losses and tax credit carry-forwards, if management assesses the utilization of those assets to be more likely than not. A valuation allowance is required when it is not more likely than not that all or a portion of a deferred tax asset will be realized. All available evidence, both positive and negative, must be considered in determining the need for a valuation allowance. Positive evidence considered included financial earnings generated over the past three years for certain subsidiaries, reversals of financial to tax temporary differences and the implementation of and/or ability to employ various tax planning strategies. Negative evidence includes financial and tax losses generated in prior periods and the inability to achieve forecasted results for those periods. As of December 31, 2024, the Company has a deferred tax asset related to federal net operating losses of $ 137,476 . The pre-2018 federal net operating losses will expire at various times between 2035 and 2037. Because of the Tax Cuts and Jobs Act (TCJA) enacted on December 22, 2017 and the Coronavirus Aid, Relief, and Economic Security (CARES) Act enacted on March 27, 2020, the federal net operating losses (NOLs) generated in 2018 - 2021 do not expire but may only offset 80% of taxable income in any tax years beginning after 2020. As of December 31, 2024 and 2023, the Company has $ 44,457 and $ 45,619 , respectively, of Federal Tax Credits available to offset future federal tax. These credits expire between 2032 and 2044. CNX has, on an after federal tax basis, a deferred tax asset related to state operating losses of $ 70,689 with a related valuation allowance of $ 36,879 at December 31, 2024. The deferred tax asset related to state operating losses, on an after-tax adjusted basis, was $ 76,259 with a related valuation allowance of $ 39,264 at December 31, 2023. A review of positive and negative evidence regarding these state tax attributes concluded that the valuation allowances for various CNX subsidiaries was warranted. On December 31, 2023, the Company made a state law conversion of a subsidiary from a corporation to a limited liability company. The conversion effectively terminates the tax partnership treatment of CNX Midstream Partners, LP for federal and state income tax purposes. As such, the deferred tax assets and liabilities were reclassified and separately stated in the underlying deferred tax asset and liability categories, primarily Property, Plant and Equipment. West Virginia enacted legislation in March 2023 for public companies which allows for a deduction for the deferred tax adjustment as of January 1, 2022 resulting from the change in state apportionment methodology from three factor to single sales factor and elimination of the throw-out rule if the change results in an aggregate increase in net deferred tax liabilities, decrease in net deferred tax assets, or change from a net deferred tax asset to a net deferred tax liability. The deduction is available over a ten-year period beginning with the first tax year on or after January 1, 2033. In 2023, the Company recorded an income tax benefit of $ 15,983 in the Consolidated Statements of Income to reflect the recent legislative change resulting in a decrease to deferred tax liabilities in the Consolidated Balance Sheets. Pennsylvania enacted legislation in July 2022 that, among other things, gradually reduced the corporate net income tax rate over the next several years beginning in 2023 to 8.99% to ultimately 4.99% in 2031. Beginning in 2022 and in each year thereafter, the Company revised the deferred state income tax rates and apportionment factors for several states to reflect, among other things, the recent PA rate reduction resulting in a benefit to deferred tax expense in the Consolidated Statements of Income. Deferred taxes also include changes relating to valuation allowance assertions against various state net operating losses due to the tax accounting treatment of unrealized gains and losses on commodity derivatives. Management will continue to assess the potential for realized deferred tax assets based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to valuation allowances against deferred tax assets in future periods, as appropriate, that could materially impact net income. 86 The following is a reconciliation, stated as a percentage of pretax income, of the United States statutory federal income tax rate to CNX's effective tax rate: For the Years Ended December 31, 2024 2023 2022 Amount Percent Amount Percent Amount Percent Statutory U.S. Federal Income Tax Rate $ ( 25,276 ) 21.0 % $ 466,814 21.0 % $ ( 44,509 ) 21.0 % Net Effect of State Income Taxes ( 4,610 ) 3.8 83,379 3.8 ( 5,817 ) 2.8 Uncertain Tax Positions 13,309 ( 11.1 ) 17,673 0.8 14,440 ( 6.8 ) Effect of Equity Compensation ( 40 ) — 1,036 — 2,254 ( 1.1 ) Effect of Change in Valuation Allowance ( 2,385 ) 2.0 ( 37,607 ) ( 1.7 ) ( 35,427 ) 16.7 Deferred Adjustments 229 ( 0.2 ) ( 837 ) — 2,481 ( 1.2 ) Effect of State Rate Changes 2,806 ( 2.3 ) 297 — 10,025 ( 4.7 ) Effect of Federal Tax Credits ( 14,416 ) 12.0 ( 28,974 ) ( 1.3 ) ( 15,723 ) 7.4 Other 515 ( 0.4 ) 428 — 2,406 ( 1.1 ) Income Tax (Benefit) Expense / Effective Rate $ ( 29,868 ) 24.8 % $ 502,209 22.6 % $ ( 69,870 ) 33.0 % The effective tax rate for the year ended December 31, 2024 differs from the U.S. federal statutory rate primarily due to federal income tax credits, offset by uncertain tax positions, state taxes, equity compensation, and the decrease in certain state valuation allowance assertions. The effective tax rate for the year ended December 31, 2023 differs from the U.S. federal statutory rate primarily due to federal income tax credits, offset by uncertain tax positions, state taxes (West Virginia tax law change), equity compensation, and the decrease in certain state valuation allowance assertions as a result of a higher-than-expected unrealized gain on commodity derivative instruments generated during 2023. The effective tax rate for the year ended December 31, 2022 differs from the U.S. federal statutory rate primarily due to federal income tax credits, offset by uncertain tax positions, state taxes, equity compensation, and the decrease in certain state valuation allowance assertions as a result of a reduction in the Pennsylvania corporate income tax rate applied to deferred taxes and a higher-than-expected unrealized loss on commodity derivative instruments generated during 2022. A reconciliation of the beginning and ending gross amounts of unrecognized tax benefits is as follows: For the Years Ended December 31, 2024 2023 Balance at Beginning of Period $ 99,918 $ 82,245 Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Current Period 18,224 11,229 (Decrease) Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Prior Periods ( 4,915 ) 6,444 Balance at End of Period $ 113,227 $ 99,918 If these unrecognized tax benefits were recognized, $ 113,227 and $ 99,918 would affect CNX's effective income tax rate for 2024 and 2023, respectively. In 2024 and 2023, CNX recognized an increase in unrecognized tax benefits of $ 18,224 and $ 11,229 , respectively, for tax benefits resulting from tax positions taken and expected to be taken on our 2024 and 2023 federal tax returns for additional federal tax credits. CNX also recognized a change in unrecognized tax benefits of $( 4,915 ) and 6,444 , respectively, for tax benefits resulting from tax positions taken on our 2023 and 2022 federal tax returns for additional federal tax credits. CNX recognizes accrued interest related to unrecognized tax benefits in its interest expense. As of December 31, 2024 and 2023, the Company reported no accrued liability relating to interest in Other Liabilities in the Consolidated Balance Sheets. During the years ended December 31, 2024 and 2023, CNX paid no interest related to income tax deficiencies. CNX recognizes penalties accrued related to uncertain tax positions in its income tax expense. CNX had no accrued liabilities for tax penalties as of December 31, 2024 and 2023. 87 CNX and its subsidiaries file federal income tax returns with the United States and income tax returns within various states. With few exceptions, the Company is no longer subject to United States federal, state, or local income tax examinations by tax authorities for the years before 2021. NOTE 7— ASSET RETIREMENT OBLIGATIONS: The reconciliation of changes in asset retirement obligations is as follows: December 31, 2024 2023 Balance, Beginning of Year $ 113,212 $ 98,814 Obligations Divested ( 134 ) ( 2,263 ) Accretion Expense 9,486 9,025 Obligations Incurred 2,172 1,846 Obligations Settled ( 7,475 ) ( 12,070 ) Revisions in Estimated Cash Flows 14,803 17,860 Balance, End of Year $ 132,064 $ 113,212 NOTE 8— PROPERTY, PLANT AND EQUIPMENT: December 31, 2024 2023 Intangible Drilling Cost $ 6,171,177 $ 5,902,498 Gas Gathering Equipment 2,660,668 2,631,110 Gas Wells and Related Equipment 1,657,272 1,513,945 Proved Gas Properties 1,396,631 1,374,685 Unproved Gas Properties 721,692 724,401 Surface Land and Other Equipment 180,408 187,316 Other 250,100 203,163 Total Property, Plant and Equipment 13,037,948 12,537,118 Less: Accumulated Depreciation, Depletion and Amortization 5,653,837 5,194,485 Total Property, Plant and Equipment - Net $ 7,384,111 $ 7,342,633 Amounts below reflect properties where drilling operations have not yet commenced and therefore were not being amortized for the years ended December 31, 2024 and 2023, respectively. These assets will be amortized using the units-of-production method and reclassified to proved gas properties when placed in service. December 31, 2024 2023 Unproved Gas Properties $ 721,692 $ 724,401 Advance Royalties 2,026 1,597 Total $ 723,718 $ 725,998 NOTE 9— GOODWILL AND OTHER INTANGIBLE ASSETS: Impairment of Goodwill: All goodwill is attributed to the Midstream reporting unit within the Shale segment. Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount. In connection with the evaluation of goodwill for impairment, CNX may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount. If after assessing such factors or circumstances, CNX determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. If CNX chooses to bypass the qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then CNX will perform a quantitative assessment. If the estimated fair value of a reporting unit is less 88 than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. The Company uses a combination of the income approach (generally a discounted cash flow method) and market approach (which may include the guideline public company method and/or the guideline transaction method) to estimate the fair value of a reporting unit. For the Company’s annual impairment assessment during the fourth quarter of 2024, the Company elected to perform a qualitative impairment test on its goodwill and concluded that it is more likely than not that the fair value exceeded the carrying value and goodwill was not impaired. In estimating the fair value of the Midstream reporting unit, the Company used the income approach’s discounted cash flow method, which applies significant inputs not observable in the public market (Level 3), including estimates and assumptions related to the use of an appropriate discount rate, future throughput volumes, operating costs and capital spending, discounted to present value using an industry rate adjusted for company-specific risk, which management feels reflects the overall level of inherent risk of the reporting unit. These assumptions are affected by expectations about future market, industry and economic conditions. Cash flow projections were derived from board approved budgeted amounts, a seven-year operating forecast and an estimate of future cash flows. Subsequent cash flows were developed using growth or contraction rates that management believes are reasonably likely to occur. The Company used the market approach’s comparable company method. The comparable company method evaluates the value of a company using metrics of other businesses of similar size and industry. The estimates of future cash flows utilized in the impairment analysis described above were subjective in nature and are subject to impacts from business risks as described in “Item 1A. Risk Factors”. The fair value estimation process requires considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates of future financial results. Although CNX believes the estimates and assumptions used in estimating the fair value are reasonable and appropriate, different assumptions and estimates could materially impact the estimated fair value. Future results could differ from our current estimates and assumptions. The accumulated impairment loss on goodwill is $ 473,045 , resulting in a carrying value of $ 323,314 at both December 31, 2024 and 2023. Other Intangible Assets: The carrying amount and accumulated amortization of other intangible assets consist of the following: December 31, 2024 2023 Other Intangible Assets: Gross Amortizable Asset - Customer Relationships $ 109,752 $ 109,752 Less: Accumulated Amortization - Customer Relationships 45,867 39,314 Total Other Intangible Assets, net $ 63,885 $ 70,438 The customer relationship intangible asset is being amortized on a straight-line basis over approximately 17 years. Amortization expense related to other intangible assets was $ 6,553 for the year ended December 31, 2024, $ 6,552 for the year ended December 31, 2023, and $ 6,553 for the year ended December 31, 2022. The estimated annual amortization expense is expected to approximate $ 6,552 per year for each of the next five years. NOTE 10— REVOLVING CREDIT FACILITIES: CNX: CNX as borrower and certain of its subsidiaries (not including CNX Midstream Partners LP (CNXM)) as guarantor loan parties entered into a new Fourth Amended and Restated Credit Agreement for a senior secured revolving credit facility (the “CNX Credit Facility”), dated as of May 17, 2024 and maturing on May 17, 2029. The new senior secured revolving credit facility has a $ 2,250,000 borrowing base and $ 1,400,000 of elected commitments and replaced the Company’s existing senior secured revolving credit facility (the “prior CNX Credit Facility”) which had a $ 2,250,000 borrowing base and $ 1,350,000 of elected commitments, had been entered into as of October 6, 2021, and had a maturity of October 6, 2026. 89 The availability under the CNX Credit Facility, including availability for letters of credit, is generally limited to a borrowing base, which is determined by the required number of lenders in good faith by calculating a loan value of the Company’s proved reserves. In addition to refinancing all outstanding amounts under the prior CNX Credit Facility, borrowings under the CNX Credit Facility may be used by CNX for general corporate purposes. Interest on outstanding indebtedness under the CNX Credit Facility currently accrues, at the Company’s option, at a rate based on either: • the highest of (i) PNC Bank, National Association’s prime rate, (ii) the federal funds open rate plus 0.50 %, and (iii) the one-month SOFR rate plus 1.0 %, in each case, plus a margin ranging from 0.75 % to 1.75 %; or • the SOFR rate plus a margin ranging from 1.85 % to 2.85 %. The CNX Credit Facility matures on May 17, 2029, provided that if at any time on or after (1) January 30, 2026 (or October 31, 2025, if any debt (as defined in the CNX Credit Facility) is outstanding with a springing maturity date), if any of the Company’s 2.25 % Convertible Senior Notes due 2026 are outstanding and (a) availability under the CNX Credit Facility minus (b) the aggregate principal amount of all such outstanding Convertible Senior Notes is less than 20 % of the aggregate commitments under the CNX Credit Facility, or (2) October 16, 2028 (or July 17, 2028, if any debt (as defined in the CNX Credit Facility) is outstanding with a springing maturity date), if any of the Company’s 6.0 % Senior Notes due 2029 are outstanding and (a) availability under the CNX Credit Facility minus (b) the aggregate principal amount of all such outstanding Senior Notes is less than 20 % of the aggregate commitments under the CNX Credit Facility (the first such date, the "Springing Maturity Date”), then the CNX Credit Facility will mature on the Springing Maturity Date. The CNX Credit Facility also requires that CNX maintain a maximum net leverage ratio of no greater than 3.50 to 1.00, which is calculated as the ratio of debt less cash on hand to consolidated EBITDA, measured quarterly. CNX must also maintain a minimum current ratio of no less than 1.00 to 1.00, which is calculated as the ratio of current assets, plus revolver availability, to current liabilities, excluding derivative asset/liability position, and convertible note liability until one year prior to maturity, and borrowings under the revolver, measured quarterly. The calculation of all of the ratios excludes CNXM, its subsidiaries, and its general partner. CNX was in compliance with all financial covenants as of December 31, 2024. At December 31, 2024, the CNX Credit Facility had $ 43,450 borrowings outstanding, with a weighted average interest rate of 6.45 % and $ 27,156 of letters of credit outstanding, leaving $ 1,329,394 of unused capacity. At December 31, 2023, the prior CNX Credit Facility had $ 52,050 borrowings outstanding with a weighted average interest rate of 7.64 % , and $ 43,684 of letters of credit outstanding, leaving $ 1,254,266 of unused capacity. CNX M: CNXM as borrower and certain of its subsidiaries as guarantor loan parties entered into a new Second Amended and Restated Credit Agreement for a senior secured revolving credit facility (the “CNXM Credit Facility"), dated as of May 17, 2024 and maturing on May 17, 2029. The new $ 600,000 senior secured revolving credit facility replaced the Company’s existing $ 600,000 senior secured revolving credit facility (the “prior CNXM Credit Facility") which had been entered into as of October 6, 2021 and had a maturity of October 6, 2026. The CNXM Credit Facility is not subject to semi-annual redetermination and CNX is not a guarantor under the CNXM Credit Facility. In addition to refinancing all outstanding amounts under the prior CNXM Credit Facility, borrowings under the CNXM Credit Facility may be used by CNXM for general corporate purposes. Interest on outstanding indebtedness under the CNXM Credit Facility currently accrues, at CNXM’s option, at a rate based on either: • the highest of (i) PNC Bank, National Association’s prime rate, (ii) the federal funds open rate plus 0.50 %, and (iii) the one-month SOFR rate plus 1.0 %, in each case, plus a margin ranging from 0.75 % to 2.00 %; or • the SOFR rate plus a margin ranging from 1.85 % to 3.10 %. 90 In addition, CNXM is obligated to maintain at the end of each fiscal quarter (x) a maximum net leverage ratio of no greater than between 5.00 to 1.00 (ranging to no greater than 5.25 to 1.00 in certain circumstances); (y) a maximum secured leverage ratio of no greater than 3.25 to 1.00 and (z) a minimum interest coverage ratio of no less than 2.50 to 1.00; in each case as calculated in accordance with the terms and definitions determining such ratios contained in the CNXM Credit Facility. CNXM was in compliance with all financial covenants as of December 31, 2024. At December 31, 2024, the CNXM Credit Facility had $ 16,050 of borrowings outstanding, with a weighted average interest rate of 6.75 % and no letters of credit outstanding, leaving $ 583,950 of unused capacity. At December 31, 2023, the prior CNXM Credit Facility had $ 105,150 of borrowings outstanding, with a weighted average interest rate of 7.50 % and no letters of credit outstanding, leaving $ 494,850 of unused capacity. NOTE 11— OTHER ACCRUED LIABILITIES: December 31, 2024 2023 Royalties $ 100,518 $ 100,847 Accrued Interest 45,812 44,227 Short-Term Incentive Compensation 22,580 10,961 Deferred Revenue 20,696 15,831 Transportation Charges 17,922 17,824 Accrued Other Taxes 9,216 9,343 Accrued Payroll & Benefits 7,357 6,619 Purchased Gas Payable 143 1,002 Other 22,205 16,777 Current Portion of Long-Term Liabilities: Asset Retirement Obligations 12,875 7,897 Salary Retirement 1,908 1,886 Total Other Accrued Liabilities $ 261,232 $ 233,214 NOTE 12— LONG-TERM DEBT: December 31, 2024 2023 Senior Notes due January 2029 at 6.00 %, Issued at Par Value $ 500,000 $ 500,000 Senior Notes due January 2031 at 7.375 % (Principal of $ 500,000 less Unamortized Discount of $ 4,554 and $ 5,308 , respectively) 495,446 494,692 CNX Midstream Partners LP Senior Notes due April 2030 at 4.75 % (Principal of $ 400,000 less Unamortized Discount of $ 3,077 and $ 3,654 , respectively)* 396,923 396,346 Senior Notes due March 2032 at 7.25 % (Principal of $ 400,000 less Unamortized Discount of $ 4,479 ) 395,521 — Convertible Senior Notes due May 2026 at 2.25 % (Principal of $ 330,654 less Unamortized Discount and Issuance Costs of $ 2,658 and $ 4,586 , respectively) 327,996 326,068 CNX Revolving Credit Facility 43,450 52,050 CNX Midstream Partners LP Revolving Credit Facility* 16,050 105,150 Senior Notes due March 2027 at 7.25 % (Principal of $ 350,000 plus Unamortized Premium of $ 1,728 ) — 351,728 Less: Unamortized Debt Issuance Costs 9,386 11,660 $ 2,166,000 $ 2,214,374 Less: Current Portion 327,766 325,668 Long-Term Debt $ 1,838,234 $ 1,888,706 *CNX is not a guarantor of CNXM's 4.75 % Senior Notes due April 2030 or the CNXM Credit Facility. 91 At December 31, 2024, annual undiscounted maturities of CNX and CNXM long-term debt during the next five years and thereafter are as follows: Year ended December 31, Amount 2025 $ — 2026 330,654 2027 — 2028 — 2029 559,500 Thereafter 1,300,000 Total Long-Term Debt Maturities $ 2,190,154 During the year ended December 31, 2024, CNX completed a private offering of $ 400,000 aggregate principal amount of 7.25 % CNX Senior Notes due March 2032 (the "CNX Senior Notes due March 2032"), less an underwriter discount and other issuance costs of $ 5,000 . The CNX Senior Notes due March 2032, along with the related guarantees, were issued pursuant to an indenture dated February 23, 2024 and accrue interest from February 23, 2024, at a rate of 7.25 % per year. Interest is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024. The CNX Senior Notes due March 2032 mature on March 1, 2032. Payment of the principal and interest on the notes is guaranteed by most of CNX’s subsidiaries but does not include CNXM (or its subsidiaries or general partner). On January 21, 2025, the Company closed on a private offering of $ 200,000 aggregate principal amount of additional 7.25 % CNX Senior Notes due March 2032. See Note 22 – Subsequent Event for more information. During the year ended December 31, 2024, CNX purchased and retired $ 350,000 of its outstanding 7.25 % Senior Notes due March 2027. As part of the transaction, a loss of $ 7,043 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income during the year ended December 31, 2024. During the year ended December 31, 2022, CNX completed a private offering of $ 500,000 in aggregate principal of 7.375 % Senior Notes due January 2031 (the “Senior Notes due January 2031”) less an unamortized discount of $ 6,250 which accrue interest from September 26, 2022 at a rate of 7.375 % per year. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023. The Senior Notes due January 2031 mature on January 15, 2031, rank equally in right of payment to all of CNX's existing and future senior indebtedness and senior to any subordinated indebtedness that the Company may incur and are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner). During the year ended December 31, 2022, CNX purchased and retired $ 350,000 of its outstanding 7.25 % Senior Notes due March 2027. As part of the transaction, a loss of $ 9,972 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income. During the year ended December 31, 2022, CNX purchased $ 14,346 of its outstanding Convertible Notes. As part of this transaction, a loss of $ 12,981 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income. In April 2020, CNX issued $ 345,000 in aggregate principal amount of Convertible Notes due May 2026 ("Convertible Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, including $ 45,000 aggregate principal amount of Convertible Notes issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional Convertible Notes. The Convertible Notes are senior, unsecured obligations of the Company. The Convertible Notes bear interest at a fixed rate of 2.25 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020. Proceeds from the issuance of the Convertible Notes totaled $ 334,650 , net of initial purchaser discounts and issuance costs. The Convertible Notes are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner). The initial conversion rate is 77.8816 shares of CNX's common stock per $ 1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $ 12.84 per share, subject to adjustment upon the occurrence of specified events. 92 The Convertible Notes will mature on May 1, 2026, unless earlier repurchased, redeemed or converted. Before February 1, 2026, note holders will have the right to convert their Convertible Notes only upon the occurrence of the following events: • during any calendar quarter (and only during such calendar quarter) commencing after June 30, 2020, if the Last Reported Sale Price per share of common stock exceeds one hundred and thirty percent ( 130 %) of the Conversion Price for each of at least twenty ( 20 ) Trading Days (whether or not consecutive) during the thirty ( 30 ) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter; • during the five ( 5 ) consecutive Business Days immediately after any ten ( 10 ) consecutive trading day period (such ten ( 10 ) consecutive Trading Day period, the “Measurement Period”) if the trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in the indenture, for each trading day of the Measurement Period was less than ninety eight percent ( 98 %) of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day; • if CNX calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • upon the occurrence of certain specified corporate events as set forth in the indenture governing the Convertible Notes. From and after February 1, 2026, note holders may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the indenture governing the Convertible Notes. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture governing the Convertible Notes. In addition, following certain corporate events, as described in the indenture governing the Convertible Notes, that occur prior to the maturity date, the Company will increase the conversion rate, in certain circumstances, for a holder who elects to convert its Convertible Notes in connection with such a corporate event. The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion. If certain corporate events that constitute a “Fundamental Change” (as defined in the indenture governing the Convertible Notes) occur, then noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock. Pursuant to the terms of the Convertible Notes indenture, the Sale Price per share of common stock condition for conversion of the Convertible Notes was satisfied as of December 31, 2024, and, accordingly, holders of Convertible Notes are permitted to convert any of their Convertible Notes, at their option, at any time during the quarter beginning on January 1, 2025 and ending on March 31, 2025, subject to all terms and conditions set forth in the Convertible Notes indenture. The Convertible Notes are therefore classified as short-term debt at December 31, 2024. On January 1, 2022, the Company adopted ASU 2020-06 using the modified transition approach with the cumulative effect recognized as an adjustment to the opening balance of retained earnings. This guidance is applicable to the Convertible Notes, for which the embedded conversion option was required to be separately accounted for as a component of stockholders’ equity. Upon adoption on January 1, 2022, long-term debt increased by $ 82,327 representing the net impact of two adjustments: (1) the $ 107,260 value of the embedded conversion, which is net of allocated offering costs, previously classified in additional paid-in-capital in stockholders’ equity, and (2) a $ 24,933 increase to retained earnings for the cumulative effect of adoption primarily related to the non-cash interest expense recorded for the amortization of the portion of the Convertible Notes allocated to stockholders’ equity. In addition, there was a decrease of $ 22,990 to deferred income taxes, a $ 5,986 decrease to retained earnings, and a $ 78,284 decrease in stockholders' equity in the Consolidated Balance Sheet. Prospectively, the reported interest expense for the Convertible Notes will no longer include the non-cash interest expense of the equity component as required under prior accounting standards and will be equal to the 2.25 % cash coupon rate. Also, as required by the new accounting guidance, the Company will use the if-converted method instead of the treasury stock method for the assumed conversion of the Convertible Notes on a prospective basis when calculating diluted earnings per share. Prior to the adoption of ASU 2020-06, the Convertible Notes were separated into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The fair value was based on market data available for publicly traded, senior, unsecured corporate bonds with similar maturity, which represent Level 2 observable inputs. The carrying amount of the equity 93 component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal value of the Convertible Notes and was recorded in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity and was not remeasured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the Convertible Notes over the liability component and the debt issuance costs was amortized to interest expense over the contractual term of the Convertible Notes using the effective interest method. In accounting for the debt issuance costs of $ 10,350 , the Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds of the Convertible Notes. Issuance costs attributable to the liability component were $ 7,024 and were being amortized to interest expense using the effective interest method over the contractual term of the Convertible Notes. Issuance costs attributable to the equity component were $ 3,326 and were netted with the equity component in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity. The net carrying amount of the liability and equity components of the Convertible Notes was as follows: December 31, 2024 2023 Liability Component: Principal $ 330,654 $ 330,654 Unamortized Issuance Costs $ ( 2,658 ) $ ( 4,586 ) Net Carrying Amount $ 327,996 $ 326,068 Fair Value $ 953,613 $ 537,465 Fair Value Hierarchy Level 2 Level 2 Interest expense related to the Convertible Notes is as follows: For the Years Ended December 31, 2024 2023 Contractual Interest Expense $ 7,440 $ 7,440 Amortization of Issuance Costs 1,928 1,873 Total Interest Expense 9,368 9,313 In connection with the offering of the Convertible Notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls”). The Capped Calls each have an initial strike price of $ 12.84 per share, subject to certain adjustments, which correspond to the initial conversion price of the Convertible Notes. The Capped Calls have an initial cap price of $ 18.19 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the Convertible Notes, and are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The conditions that cause adjustments to the initial strike price of the Capped Calls mirror the conditions that result in corresponding adjustments for the Convertible Notes. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Convertible Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $ 35,673 incurred in connection with the Capped Calls was recorded as a reduction to Capital in Excess of Par Value. 94 NOTE 13— LEASES: CNX's leasing activities primarily consist of operating and finance leases for electric fracturing equipment, natural gas drilling rigs, CNX's corporate headquarters as well as field offices, a natural gas gathering pipeline and commercial vehicles. Some leases include options to renew ranging from a period of 1 to 5 years, which are not recognized as part of the lease right-of-use (ROU) assets or liabilities as they are not reasonably certain to be exercised. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. As most of CNX's leases do not provide an implicit rate, an incremental borrowing rate is used to determine the present value of lease payments. In accordance with ASC 842, it is the Company’s policy to exclude leases with a term of 12 months or less and to not separate lease components from non-lease components for any asset class. On January 2, 2024, CNX entered into a new lease for an electric-powered drilling system that is expected to result in a finance lease asset, to be included within property, plant and equipment, and as a finance lease obligation of $ 18,823 in 2025, which is when the lease is expected to commence. The components of lease cost were as follows: For the Years Ended December 31, 2024 2023 2022 Operating Lease Cost $ 60,572 $ 63,087 $ 56,725 Finance Lease Cost: Amortization of Right-of-Use Assets 2,898 1,628 665 Interest on Lease Liabilities 814 429 78 Short-term Lease Cost 1,533 2,357 7,784 Variable Lease Cost* 4,517 12,401 9,271 Total Lease Cost $ 70,334 $ 79,902 $ 74,523 *Amounts recognized in the Consolidated Balance Sheets for natural gas drilling rigs are measured using the rates that would be paid if the rigs were idle, as this represents the minimum payment that could be made under the contract. Variable lease cost represents amounts paid for natural gas drilling rigs above this minimum when the rigs are in use. Amounts recognized in the Consolidated Balance Sheets for electric fracturing equipment are measured using minimum pumping hours under the contract; however, pumping hours may exceed the minimum and vary period to period. Any such amounts paid related to pumping hours in excess of the minimum represent variable lease cost. Amounts recognized in the Consolidated Balance Sheets are as follows: December 31, 2024 2023 Operating Leases: Operating Lease Right-of-Use Assets $ 98,713 $ 139,466 Current Portion of Operating Lease Obligations $ 51,474 $ 53,791 Operating Lease Obligations 49,519 89,531 Total Operating Lease Liabilities $ 100,993 $ 143,322 Finance Leases: Property, Plant and Equipment $ 31,751 $ 10,864 Less—Accumulated Depreciation, Depletion and Amortization 5,539 3,502 Property, Plant and Equipment—Net $ 26,212 $ 7,362 Current Portion of Finance Lease Obligations $ 4,236 $ 1,862 Finance Lease Obligations 21,040 5,500 Total Finance Lease Liabilities $ 25,276 $ 7,362 95 Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2024 2023 2022 Cash Paid for Amounts Included in the Measurement of Lease Liabilities: Operating Cash Flows for Operating Leases $ 61,475 $ 64,139 $ 55,729 Operating Cash Flows for Finance Leases $ 814 $ 429 $ 78 Financing Cash Flows for Finance Leases $ 2,409 $ 1,627 $ 665 Right-of-Use Assets Obtained in Exchange for Lease Obligations: Operating Leases $ 13,996 $ 19,477 $ 36,758 Finance Leases $ 20,407 $ 6,178 $ 1,742 Maturities of lease liabilities are as follows: Operating Finance Leases Leases Year Ended December 31, 2024 $ 55,249 $ 5,767 2025 22,687 5,796 2026 6,490 5,498 2027 6,560 9,775 2028 6,620 1,385 Thereafter 13,849 2,466 Total Lease Payments 111,455 30,687 Less: Interest 10,462 5,411 Present Value of Lease Liabilities $ 100,993 $ 25,276 Lease terms and discount rates are as follows: For the Years Ended December 31, 2024 2023 2022 Weighted Average Remaining Lease Term (years): Operating Leases 3.66 3.59 4.41 Finance Leases 4.35 4.08 4.01 Weighted Average Discount Rate: Operating Leases 5.04 % 4.84 % 4.65 % Finance Leases 6.32 % 7.35 % 6.17 % NOTE 14— PENSION: The benefits for the Defined Contribution Restoration Plan were frozen effective July 1, 2018. Employees hired after this date are not eligible for this benefit plan. In addition, current participants receive no further compensation credits after that date, with the last award being 2017. Annual interest credits will continue to be made in accordance with the terms of the plan. The current portion of the pension obligation is included in Other Accrued Liabilities and the noncurrent portion is included in Other Liabilities in the Consolidated Balance Sheets. 96 The reconciliation of changes in the benefit obligation, plan assets and funded status of the pension benefits is as follows: December 31, 2024 2023 Change in Benefit Obligation: Benefit Obligation at Beginning of Period $ 33,541 $ 32,223 Interest Cost 1,657 1,675 Actuarial (Gain) Loss ( 1,696 ) 1,442 Benefits and Other Payments ( 1,803 ) ( 1,799 ) Benefit Obligation at End of Period $ 31,699 $ 33,541 Change in Plan Assets: Fair Value of Plan Assets at Beginning of Period $ — $ — Company Contributions 1,803 1,799 Benefits and Other Payments ( 1,803 ) ( 1,799 ) Fair Value of Plan Assets at End of Period $ — $ — Funded Status: Current Liabilities $ ( 1,908 ) $ ( 1,886 ) Noncurrent Liabilities ( 29,791 ) ( 31,655 ) Net Obligation Recognized $ ( 31,699 ) $ ( 33,541 ) Amounts Recognized in Accumulated Other Comprehensive Loss Consist of: Net Actuarial Loss $ 7,235 $ 9,153 Prior Service Cost 620 842 Total 7,855 9,995 Less: Tax Benefit 2,143 2,694 Net Amount Recognized $ 5,712 $ 7,301 The components of the net periodic benefit cost are as follows: For the Years Ended December 31, 2024 2023 2022 Components of Net Periodic Benefit Cost: Interest Cost 1,657 1,675 1,035 Amortization of Prior Service Cost 221 222 221 Recognized Net Actuarial Loss 223 173 510 Net Periodic Benefit Cost $ 2,101 $ 2,070 $ 1,766 CNX utilizes a corridor approach to amortize actuarial gains and losses that have been accumulated under the pension plan. Cumulative gains and losses that are in excess of 10% of the greater of either the projected benefit obligation (PBO) or the market-related value of plan assets are amortized over the expected remaining future lifetime of all plan participants for the pension plan. The following table provides information related to the pension plan with an accumulated benefit obligation in excess of plan assets: As of December 31, 2024 2023 Projected Benefit Obligation $ 31,699 $ 33,541 Accumulated Benefit Obligation $ 31,699 $ 33,541 Fair Value of Plan Assets $ — $ — 97 Assumptions: The weighted-average assumptions used to determine benefit obligations are as follows: As of December 31, 2024 2023 Discount Rate 5.65 % 5.15 % Rate of Compensation Increase — % — % Interest Credited Rate 5.20 % 4.74 % The discount rates are determined using a Company-specific yield curve model (above-mean) developed with the assistance of an external actuary. The Company-specific yield curve models (above-mean) use a subset of the expanded bond universe to determine the Company-specific discount rate. Bonds used in the yield curve are rated AA by Moody's or Standard & Poor's as of the measurement date. The yield curve models parallel the plans' projected cash flows, and the underlying cash flows of the bonds included in the models exceed the cash flows needed to satisfy the Company plans. The weighted-average assumptions used to determine net periodic benefit cost are as follows: For the Years ended December 31, 2024 2023 2022 Discount Rate 5.15 % 5.43 % 2.84 % Rate of Compensation Increase — % — % — % Interest Credited Rate 5.04 % 4.81 % 4.07 % Cash Flows: The following benefit payments, which reflect expected future service, are expected to be paid: Pension Year ended December 31, Benefits 2025 $ 1,908 2026 $ 1,987 2027 $ 2,085 2028 $ 2,187 2029 $ 2,306 Year 2030-2034 $ 13,674 NOTE 15— STOCK-BASED COMPENSATION: CNX's Equity Incentive Plan provides for grants of stock-based awards to key employees and to non-employee directors. Amendments to the Equity Incentive Plan have been adopted and approved by the Board of Directors and the Company's shareholders since the commencement of the Equity Incentive Plan. Most recently, in May 2020, the Company's Shareholders adopted and approved a 10,775,000 increase to the total number of shares available for issuance. At December 31, 2024, 5,681,712 shares of common stock remained available for grant under the plan. The Equity Incentive Plan provides that the aggregate number of shares available for issuance will be reduced by one share for each share relating to stock options and by 1.62 for each share relating to Performance Share Units (PSUs) or Restricted Stock Units (RSUs). No award of stock options may be exercised under the Equity Incentive Plan after the ten th anniversary of the grant date of the award. For those shares expected to vest, CNX recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term. Options and RSUs vest over a three-year term. PSUs granted in 2019 vested over a five-year term and PSUs granted after 2019 vest over a three-year term subject to performance conditions. PSUs granted in August 2023 vest over a seven-year term. If an employee leaves the Company, all unvested shares are forfeited. CNX recognizes forfeitures as they occur. The vesting of all awards will accelerate in the event of death and disability and may accelerate upon a change in control of CNX. 98 The total stock-based compensation expense recognized relating to CNX shares during the years ended December 31, 2024, 2023 and 2022 was $ 20,091 , $ 20,235 and $ 16,375 , respectively. The related deferred tax benefit totaled $ 14,243 , $ 6,983 and $ 4,497 , respectively. As of December 31, 2024, CNX has $ 28,921 of unrecognized compensation cost related to all non-vested stock-based compensation awards, which is expected to be recognized over a weighted-average period of 2.5 years. When stock options are exercised, and restricted and performance stock unit awards become vested, the issuances are made from CNX's common stock shares. Stock Options: CNX examined its historical pattern of option exercises in an effort to determine if there were any discernible activity patterns based on certain employee populations. From this analysis, CNX identified two distinct employee populations and used the Black-Scholes option pricing model to value the options for each of the employee populations. The expected term computation presented in the table below is based upon a weighted average of the historical exercise patterns and post-vesting termination behavior of the two populations. The risk-free interest rate was determined for each vesting tranche of an award based upon the calculated yield on U.S. Treasury obligations for the expected term of the award. A combination of historical and implied volatility is used to determine expected volatility and future stock price trends. The total fair value of options granted during each of the years ended December 31, 2024, 2023 and 2022 was $ 115 based on the following assumptions and weighted average fair values. December 31, 2024 2023 2022 Weighted Average Fair Value of Grants $ 10.40 $ 7.06 $ 10.60 Risk-free Interest Rate 4.49 % 3.24 % 3.02 % Expected Dividend Yield — % — % — % Expected Forfeiture Rate — % — % — % Expected Volatility 41.00 % 48.70 % 54.00 % Expected Term in Years 5.50 5.50 5.50 A summary of the status of stock options granted is presented below: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Exercise Term (in Value (in Shares Price years) thousands) Outstanding at December 31, 2023 2,085,870 $ 8.55 Granted 11,058 $ 23.20 Exercised ( 1,149,671 ) $ 7.10 Outstanding at December 31, 2024 947,257 $ 10.48 2.54 $ 24,804 Exercisable at December 31, 2024 936,199 $ 10.33 2.46 $ 24,656 At December 31, 2024, there were 542,774 employee stock options outstanding under the Equity Incentive Plan. Non-employee director stock options vest one year after the grant date. There are 404,483 stock options outstanding under these grants. The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between CNX's closing stock price on the last trading day of the year ended December 31, 2024 and the option's exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2024. This amount varies based on the fair market value of CNX's stock. The total intrinsic value of options exercised for the years ended December 31, 2024, 2023 and 2022 was $ 19,608 , $ 2,015 and $ 1,825 , respectively. 99 Cash received from option exercises for the years ended December 31, 2024, 2023 and 2022 was $ 2,689 , $ 1,760 and $ 1,197 , respectively. The tax impact from option exercises totaled $ 5,196 , $ 529 and $ 463 for the years ended December 31, 2024, 2023 and 2022, respectively. Restricted Stock Units: Under the Equity Incentive Plan, CNX grants certain employees and non-employee directors RSU awards, which entitle the holder to receive shares of common stock as the award vests. Non-employee director RSUs vest at the end of one year . Compensation expense is recognized over the vesting period of the units, described above. The total fair value of RSUs granted during the years ended December 31, 2024, 2023 and 2022 was $ 15,810 , $ 16,194 and $ 16,852 , respectively. The total fair value of restricted stock units vested during the years ended December 31, 2024, 2023 and 2022 was $ 12,671 , $ 12,321 and $ 11,811 , respectively. The following table represents the nonvested restricted stock units and their corresponding fair value (based upon the closing share price) at the date of grant: Number of Weighted Average Shares Grant Date Fair Value Nonvested at December 31, 2023 1,596,540 $ 15.14 Granted 757,484 $ 20.87 Vested ( 902,688 ) $ 14.40 Forfeited ( 21,252 ) $ 17.83 Nonvested at December 31, 2024 1,430,084 $ 18.60 Performance Share Units: Under the Equity Incentive Plan, CNX grants certain employees performance share unit awards, which entitle the holder to shares of common stock subject to the achievement of certain market and performance goals. Compensation expense is recognized over the performance measurement period of the units in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification for awards with market and performance vesting conditions . The total fair value of performance share units granted during the years ended December 31, 2024, 2023 and 2022 was $ 9,713 , $ 18,383 and $ 7,726 , respectively. The total fair value of performance share units vested during the years ended December 31, 2024, 2023 and 2022 was $ 8,002 , $ 4,563 and $ 949 , respectively. The following table represents the nonvested performance shar e units and their corresponding fair value (based upon the Monte Carlo Methodology for market-based awards and the stock price on the date of grant for performance-based awards) on the date of grant: Number of Weighted Average Shares Grant Date Fair Value Nonvested at December 31, 2023 2,798,718 $ 10.77 Granted 612,818 $ 15.85 Vested ( 753,673 ) $ 10.62 Forfeited ( 2,002 ) $ 16.12 Nonvested at December 31, 2024 2,655,861 $ 11.98 NOTE 16— SUPPLEMENTAL CASH FLOW INFORMATION: The following are non-cash transactions that impact the investing and financing activities of CNX. As of December 31, 2024, 2023 and 2022, CNX purchased goods and services related to capital projects in the amount of $ 30,905 , $ 28,198 and $ 56,052 , respectively, which are included in accounts payable. 100 The following table shows cash paid (received): For the Years Ended December 31, 2024 2023 2022 Interest (Net of Amounts Capitalized) $ 136,263 $ 122,279 $ 126,643 Income Taxes $ 6,054 $ 7,329 $ — NOTE 17— CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS: CNX markets natural gas primarily to gas wholesalers in the United States. Concentration of credit risk is summarized below: December 31, 2024 2023 Gas Wholesalers $ 151,031 $ 99,493 NGL, Condensate & Processing Facilities 22,404 12,005 Other 6,196 4,705 Allowance for Credit Losses ( 84 ) ( 84 ) Total Accounts Receivable Trade $ 179,547 $ 116,119 As of December 31, 2024, a receivable of $ 15,018 due from NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC) was included in the Gas Wholesalers balance above. As of December 31, 2023, receivables of $ 13,416 due from NRG Business Marketing LLC and $ 11,611 due from DTE Energy were included. No other customers made up more than 10% of the total balances. During the year ended December 31, 2024, sales to Citadel Energy Marketing LLC were $ 134,909 and sales to NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC) were $ 132,935 , each of which comprised over 10 % of the Company's revenue from contracts with external customers for the period. During the year ended December 31, 2023, sales to Citadel Energy Marketing LLC were $ 180,039 and sales to NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC) were $ 165,465 , each of which comprised over 10 % of the Company's revenue from contracts with external customers for the period. During the year ended December 31, 2022, sales to Direct Energy Business Marketing LLC were $ 453,501 , which comprised over 10 % of the Company's revenue from contracts with external customers for the period. NOTE 18— FAIR VALUE OF FINANCIAL INSTRUMENTS: CNX determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources (including NYMEX forward curves, LIBOR and SOFR-based discount rates and basis forward curves), while unobservable inputs reflect the Company's own assumptions of what market participants would use. The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below: Level 1 - Quoted prices for identical instruments in active markets. Level 2 - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including NYMEX forward curves, LIBOR and SOFR-based discount rates and basis forward curves. Level 3 - Unobservable inputs significant to the fair value measurement supported by little or no market activity. 101 In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy. The financial instrument measured at fair value on a recurring basis is summarized below: Fair Value Measurements at December 31, 2024 Fair Value Measurements at December 31, 2023 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Commodity Derivatives $ — $ ( 536,046 ) * $ — $ — $ ( 55,701 ) ** $ — Interest Rate Swaps $ — $ — $ — $ — $ 1,099 $ — *Includes $ 2,309 of commodity derivatives that have been settled but not received and $ 23,212 that have been settled but not paid at December 31, 2024. **Includes $ 6,741 of commodity derivatives that have been settled but not received and $ 900 that have been settled but not paid at December 31, 2023 . The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows: December 31, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Cash and Cash Equivalents (Excluding Restricted Cash) $ 17,198 $ 17,198 $ 443 $ 443 Restricted Cash $ 37,875 $ 37,875 $ — $ — Long-Term Debt (Excluding Debt Issuance Costs) $ 2,175,386 $ 2,785,556 $ 2,226,034 $ 2,376,594 Cash and cash equivalents and restricted cash represent highly-liquid instruments and constitute Level 1 fair value measurements. Certain of the Company’s debt is actively traded on a public market and, as a result, constitute Level 1 fair value measurements. The portion of the Company’s debt obligations that is not actively traded is valued through reference to the applicable underlying benchmark rate and, as a result, constitute Level 2 fair value measurements. NOTE 19— DERIVATIVE INSTRUMENTS: CNX enters into interest rate swap agreements to manage its exposure to interest rate volatility. These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. The change in fair value of the interest rate swap agreements is accounted for on a mark-to-market basis with the changes in fair value recorded in current period earnings. In March 2020, CNX entered into an interest rate swap agreement, inclusive of a put option at zero basis points, related to $ 160,000 of borrowings under the CNX Credit Facility which has the economic effect of modifying the variable-interest obligation into a fixed-interest obligation over a four-year period. This agreement expired in March 2024. In March 2020, CNX entered into a four-year interest rate swap related to an additional $ 250,000 of borrowings under the CNX Credit Facility, inclusive of a put option at zero basis points. In December 2020, CNX executed an offsetting $ 250,000 interest rate swap. Consistent with the previous interest rate swap agreements, the $ 250,000 interest rate swaps were entered into to manage CNX's exposure to interest rate volatility. This agreement expired in April 2024. CNX enters into financial derivative instruments (over-the-counter swaps) to manage its exposure to natural gas and NGL price fluctuations. Commodity hedges are accounted for on a mark-to-market basis with changes in fair value recorded in current period earnings. CNX is exposed to credit risk in the event of non-performance by counterparties. The creditworthiness of counterparties is subject to continuing review. The Company has not experienced any issues of non-performance by derivative counterparties. None of the Company's counterparty master agreements currently require CNX to post collateral for any of its positions. However, as stated in the applicable counterparty master agreements, if CNX's obligations with one of its counterparties cease to be secured on the same basis as similar obligations with the other lenders under the CNX Credit Facility, CNX would have to post collateral for instruments in a liability position in excess of defined thresholds. All of the Company's derivative instruments are subject to master netting arrangements with our counterparties. CNX recognizes all financial derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets on a gross basis. 102 Each of the Company's counterparty master agreements allows, in the event of default, the ability to elect early termination of outstanding contracts. If early termination is elected, CNX and the applicable counterparty would net settle all open hedge positions. The total notional amounts of CNX's derivative instruments were as follows: December 31, Forecasted to 2024 2023 Settle Through Natural Gas Commodity Swaps (Bcf) 1,163.7 1,349.2 2028 Natural Gas Basis Swaps (Bcf) 688.7 760.3 2028 NGL Commodity Swaps (Mbbls) 351.0 81.0 2025 Interest Rate Swaps $ — $ 410,000 2024 The gross fair value of CNX's derivative instruments was as follows: December 31, 2024 2023 Current Assets: Commodity Derivative Instruments: Natural Gas Commodity Swaps $ 45,336 $ 168,532 NGL Commodity Swaps 90 1,003 Natural Gas Basis Swaps 42,499 77,540 Interest Rate Swaps — 5,449 Total Current Assets $ 87,925 $ 252,524 Other Non-Current Assets: Commodity Derivative Instruments: Natural Gas Commodity Swaps $ 117,875 $ 166,701 Natural Gas Basis Swaps 42,308 113,829 Total Other Non-Current Assets $ 160,183 $ 280,530 Current Liabilities: Commodity Derivative Instruments: Natural Gas Commodity Swaps $ 300,994 $ 47,279 NGL Commodity Swaps 839 — Natural Gas Basis Swaps 52,788 9,473 Interest Rate Swaps — 4,350 Total Current Liabilities $ 354,621 $ 61,102 Non-Current Liabilities: Commodity Derivative Instruments: Natural Gas Commodity Swaps $ 364,662 $ 484,357 Natural Gas Basis Swaps 64,871 42,197 Total Non-Current Liabilities $ 429,533 $ 526,554 103 The effect of commodity derivative instruments on the Company's Consolidated Statements of Income was as follows: For the Years Ended December 31, 2024 2023 2022 Realized Gain (Loss) on Commodity Derivative Instruments: Natural Gas Commodity Swaps $ 275,672 $ 62,567 $ ( 1,971,287 ) Natural Gas Basis Swaps 4,900 98,582 158,510 NGL Commodity Swaps 623 1,877 — Total Realized Gain (Loss) on Commodity Derivative Instruments 281,195 * 163,026 ** ( 1,812,777 ) *** Unrealized (Loss) Gain on Commodity Derivative Instruments: Natural Gas Commodity Swaps ( 286,567 ) 1,858,060 ( 922,424 ) Natural Gas Basis Swaps ( 165,566 ) ( 93,222 ) 71,426 NGL Commodity Swaps ( 1,467 ) 788 — Total Unrealized (Loss) Gain on Commodity Derivative Instruments ( 453,600 ) 1,765,626 ( 850,998 ) (Loss) Gain on Commodity Derivative Instruments: Natural Gas Commodity Swaps ( 10,895 ) 1,920,627 ( 2,893,711 ) Natural Gas Basis Swaps ( 160,666 ) 5,360 229,936 NGL Commodity Swaps ( 844 ) 2,665 — Total (Loss) Gain on Commodity Derivative Instruments $ ( 172,405 ) $ 1,928,652 $ ( 2,663,775 ) * Includes $ 2,309 of commodity derivatives that have been settled but not received and $ 23,212 that have been settled but not paid at December 31, 2024, and excludes $ 6,741 of commodity derivatives that have been settled but not received and $ 900 that have been settled but not paid at December 31, 2023. ** Includes $ 6,741 of commodity derivatives that have been settled but not received and $ 900 that have been settled but not paid at December 31, 2023, and excludes $ 77,662 of commodity derivatives that were settled but not paid at December 31, 2022. *** Includes $ 77,662 of commodity derivatives that were settled but not paid at December 31, 2022. The effect of interest rate swaps on Interest Expense in the Company's Consolidated Statements of Income was as follows: For the Years Ended December 31, 2024 2023 2022 Cash Received (Paid) in Settlement of Interest Rate Swaps $ 1,103 $ 4,207 $ ( 1,572 ) Unrealized (Loss) Gain on Interest Rate Swaps ( 1,099 ) ( 3,463 ) 10,348 Gain on Interest Rate Swaps $ 4 $ 744 $ 8,776 The Company also enters into fixed price natural gas sales agreements that are satisfied by physical delivery. These physical commodity contracts qualify for the normal purchases and normal sales exception and are not subject to derivative instrument accounting. NOTE 20— COMMITMENTS AND CONTINGENT LIABILITIES: CNX and its subsidiaries are subject to various lawsuits and claims with respect to such matters as personal injury, royalty accounting, damage to property, climate change, governmental regulations including environmental violations and remediation, employment and contract disputes and other claims and actions arising out of the normal course of business. CNX accrues the estimated loss for these lawsuits and claims when the loss is probable and can be estimated. The Company's current estimated accruals related to these pending claims, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of CNX. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the financial position, results of operations or cash flows of CNX; however, such amounts cannot be reasonably estimated. 104 The 1992 Coal Industry Retiree Health Benefit Act ("Coal Act"), in Section 9711, requires coal companies that were providing health benefits to United Mine Workers of America ("UMWA") retirees as of February 1993 to continue providing health benefits to such individuals, in substantially the same coverages, for as long as the last signatory operator remains in business. Section 9711 also requires any "related person" to be joint and severally liable for the provision of these health benefits. On May 1, 2020, the court in the Murray Energy Corporation ("Murray") bankruptcy proceedings approved a settlement agreement between Murray and the UMWA that transferred to the UMWA 1992 Benefit Plan the Coal Act liabilities for retirees in Murray’s Section 9711 plan. The retirees transferred by Murray to the 1992 Benefit Plan include approximately 2,159 retirees allegedly traced to the December 2013 sale by CONSOL Energy Inc. to Murray Energy of the following possible last signatory operators: Consolidation Coal Company, McElroy Coal Company, Southern Ohio Coal Company, Central Ohio Coal Company, Keystone Coal Mining Corp., and Eighty-Four Mining Company (the "Sold Subsidiaries"). On May 2, 2020, the Trustees of the UMWA 1992 Benefit Plan sued CNX and CONSOL Energy Inc. ("CONSOL'") in federal court contending that the Sold Subsidiaries were last signatory operators and that CNX and CONSOL are related persons to the Sold Subsidiaries and, as such, CNX and CONSOL are jointly and severally liable for the Coal Act health benefits allegedly owed to the eligible retirees traced to the Sold Subsidiaries. The 1992 Benefit Plan seeks, among other relief, a declaration that CNX and CONSOL are obligated to enroll the eligible retirees attributed to the Sold Subsidiaries in a Section 9711 plan; that CNX and CONSOL are liable to post the security required by Section 9712; and, that CNX and CONSOL are liable to pay per beneficiary premiums until the eligible retirees are enrolled in a Section 9711 plan, and other fees, costs and disbursements under the Coal Act. On March 29, 2022, the Court denied the Defendants’ Motions to Dismiss CNX and CONSOL are now defending this action on the merits. Further, under the Separation and Distribution Agreement ("SDA") that was entered into at the time CNX spun-out its coal business in 2017, CONSOL agreed to indemnify CNX for all coal-related liabilities, including this lawsuit. With respect to this matter, although a loss is possible, it is not probable, and accordingly no accrual has been recognized. On July 22, 2021, CNX received a letter from the UMWA 1974 Pension Plan ("1974 Plan") requesting information related to the facts and circumstances surrounding the 2013 sale of certain of its coal subsidiaries to Murray Energy. The letter indicated that litigation related to potential withdrawal liabilities from the plan created by the 2019 bankruptcy of Murray Energy was reasonably foreseeable and at that time, no liability had been assessed. The 1974 Plan never issued an assessment to CNX. Following a period of discovery, CNX and the 1974 Plan mediated the claim in February 2024. By Agreement dated March 4, 2024, CNX settled the 1974 Plan claim for $ 75,000 which is payable over five-years with the initial payment made at the end of March 2024. Under the SDA, CONSOL became successor-in-interest to the “Coal Business” and accepted and agreed to assume and be responsible for all “Coal Liabilities.” The assumed “Coal Liabilities” are defined broadly in the SDA and specifically include claims, like the 1974 Plan claim, arising under ERISA; involving contributions or other obligations pursuant to any Benefits Plan; and any withdraw liabilities. CONSOL also unequivocally agreed to defend and indemnify CNX for all liabilities relating to, arising out of or resulting from any “Coal Liabilities.” CNX timely tendered the 1974 Plan claim to CONSOL for defense and indemnity in July 2021, which it denied. CNX continued to demand indemnity from CONSOL including prior to, during and after the March 2024 mediation. After CONSOL repudiated its contractual obligations to CNX, and after having timely fulfilled all SDA prerequisites for bringing the action, on March 7, 2024, CNX sued CONSOL for breach of contract seeking an order requiring CONSOL to indemnify CNX for the 1974 Plan claim settlement. On November 8, 2024, the court granted CNX’s Motion for Partial Summary Judgment (the “Summary Judgment Grant”), finding that CONSOL is obligated to indemnify CNX for its settlement of the 1974 Plan claim and to reimburse CNX for its attorney’s fees and costs to defend and resolve the underlying 1974 Plan claim. On December 31, 2024, CONSOL reimbursed CNX for the initial settlement payment made to the 1974 Plan, plus interest. As of December 31, 2024, the present value of the $ 75,000 settlement, less initial payments made, is recognized in Other Liabilities in the Consolidated Balance Sheets with the current portion recognized in Other Accrued Liabilities. A corresponding receivable was recognized in Other Non-Current assets in the Consolidated Balance Sheets as of December 31, 2024, with the current portion recognized in Other Receivables, net. These balances may be adjusted from time to time, as appropriate, to reflect changes in circumstances. At December 31, 2024, CNX has provided the following financial guarantees, unconditional purchase obligations, and letters of credit to certain third parties as described by major category in the following tables. These amounts represent the maximum potential of total future payments that the Company could be required to make under these instruments. These amounts have not been reduced for potential recoveries under recourse or collateralization provisions. Generally, recoveries under reclamation bonds would be limited to the extent of the work performed at the time of the default. No amounts related to these unconditional purchase obligations and letters of credit are recorded as liabilities in the financial statements. CNX management believes that the commitments in the following table will expire without being funded, and therefore will not have a material adverse effect on CNX's financial condition. 105 Amount of Commitment Expiration Per Period Total Amounts Committed Less Than 1 Year 1-3 Years 3-5 Years Beyond 5 Years Letters of Credit: Firm Transportation $ 23,830 $ 23,830 $ — $ — $ — Other 3,326 3,326 — — — Total Letters of Credit 27,156 27,156 — — — Surety Bonds: Employee-Related 2,250 2,250 — — — Environmental 11,922 11,672 250 — — Firm Transportation 126,336 126,336 — — — Financial Guarantees 72,720 72,720 — — — Other 8,875 7,587 1,288 — — Total Surety Bonds 222,103 220,565 1,538 — — Total Commitments $ 249,259 $ 247,721 $ 1,538 $ — $ — Excluded from the above table are commitments and guarantees entered into in conjunction with the spin-off of the Company's coal business in November 2017. Although CONSOL has agreed to indemnify CNX to the extent that CNX would be called upon to pay any of these liabilities, there is no assurance that CONSOL will satisfy its obligations to indemnify CNX in the event that CNX is so called upon (See “Item 1A. Risk Factors” in this Form 10-K). CNX enters into long-term unconditional purchase obligations to procure major equipment purchases, natural gas firm transportation, gas drilling services and other operating goods and services. These purchase obligations are not recorded in the Consolidated Balance Sheets. As of December 31, 2024, the purchase obligations for each of the next five years and beyond are as follows: Obligations Due Amount Less than 1 year $ 240,937 1 - 3 years 448,113 3 - 5 years 308,753 More than 5 years 492,130 Total Purchase Obligations $ 1,489,933 106 NOTE 21— SEGMENT INFORMATION: The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. Operating segments are components of an enterprise for which discrete financial information is available and regularly evaluated by the Chief Operating Decision Maker (CODM) for resource allocation and performance assessment. The company's CODM is its Chief Executive Officer and President. The Company’s segment structure reflects the financial information and reports used by the CODM to make decisions regarding the Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments in this ASU are effective for public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 as of December 31, 2024. The most significant provision of ASU 2023-07 that impacted the Company was the disclosure of the CODM and the requirement to disclose significant segment expenses that are regularly provided to the CODM. CNX's principal activity is to produce pipeline quality natural gas for sale primarily to gas wholesalers, and the Company has two reportable segments that conduct those operations: Shale and Coalbed Methane. The Other Segment includes nominal shallow oil and gas production which is not significant to the Company. It also includes the Company's purchased gas activities, unrealized gain or loss on commodity derivative instruments, exploration and production related other costs, New Technologies, as well as various other expenses that are managed outside the reportable segments as discussed below. The CODM evaluates the performance of the Company’s reportable segments using (Loss) Income Before Income Tax to assess segment performance primarily by comparing it across segments for the current period as well as for prior periods. (Loss) Income Before Income Tax for each segment is based on revenue less identifiable operating and non-operating expenses. Certain expenses are managed outside the reportable segments and therefore are not allocated. These expenses include, but are not limited to, interest expense, other operating expense, and other corporate expenses such as selling, general and administrative costs. 107 Reportable segment results for the year ended December 31, 2024 are: For the year ended December 31, 2024 Shale Coalbed Methane Other Consolidated Natural Gas, NGLs and Oil Revenue $ 1,080,044 $ 105,119 $ 914 $ 1,186,077 (A) Gain (Loss) on Commodity Derivative Instruments 260,395 20,675 ( 453,475 ) ( 172,405 ) Purchased Gas Revenue — — 59,467 59,467 Other Revenue and Operating Income 68,308 — 125,339 193,647 (B) Total Revenue and Other Operating Income (Loss) $ 1,408,747 $ 125,794 $ ( 267,755 ) $ 1,266,786 Lease Operating Expense 48,079 21,997 570 70,646 Transportation, Gathering and Compression 316,167 64,620 1,433 382,220 Production, Ad Valorem, and Other Fees 22,036 5,459 59 27,554 Depreciation, Depletion and Amortization 405,292 59,590 20,872 485,754 Interest Expense — — 150,594 150,594 Other Segment Items — — 270,380 270,380 Total Costs and Expenses $ 791,574 $ 151,666 $ 443,908 $ 1,387,148 Income (Loss) Before Income Tax $ 617,173 $ ( 25,872 ) $ ( 711,663 ) $ ( 120,362 ) (A) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 134,909 to Citadel Energy Marketing LLC and $ 132,935 to NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC), each of which comprises over 10% of revenue from contracts with external customers for the period. (B) Includes midstream revenue of $ 68,308 and equity in loss of unconsolidated affiliates of $ 1,314 for Shale and Other, respectively. Other also includes sales of environmental attributes of $ 95,490 . Other Segment Disclosures For the year ended December 31, 2024 Shale Coalbed Methane Other Consolidated Segment Assets $ 6,669,076 $ 920,742 $ 922,085 $ 8,511,903 (C) Capital Expenditures $ 495,538 $ 29,329 $ 15,465 $ 540,332 (C) Includes investments in unconsolidated equity affiliates of $ 18,380 . Reportable segment results for the year ended December 31, 2023 are: For the year ended December 31, 2023 Shale Coalbed Methane Other Consolidated Natural Gas, NGLs and Oil Revenue $ 1,170,393 $ 130,763 $ 1,062 $ 1,302,218 (D) Gain on Commodity Derivative Instruments 151,408 11,554 1,765,690 1,928,652 Purchased Gas Revenue — — 74,218 74,218 Other Revenue and Operating Income 66,559 — 63,301 129,860 (E) Total Revenue and Other Operating Income $ 1,388,360 $ 142,317 $ 1,904,271 $ 3,434,948 Lease Operating Expense 43,740 19,942 ( 349 ) 63,333 Transportation, Gathering and Compression 315,653 65,470 811 381,934 Production, Ad Valorem, and Other Fees 21,636 6,244 66 27,946 Depreciation, Depletion and Amortization 365,020 50,052 18,514 433,586 Interest Expense — — 143,278 143,278 Other Segment Items — — 161,946 161,946 Total Costs and Expenses $ 746,049 $ 141,708 $ 324,266 $ 1,212,023 Income Before Income Tax $ 642,311 $ 609 $ 1,580,005 $ 2,222,925 (D) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 180,039 to Citadel Energy Marketing LLC and $ 165,465 to NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC), each of which comprises over 10% of revenue from contracts with external customers for the period. (E) Includes midstream revenue of $ 66,559 and equity in earnings of unconsolidated affiliates of $ 2,942 for Shale and Other, respectively. Other also includes sales of environmental attributes of $ 40,685 For the year ended December 31, 2023 Other Segment Disclosures Shale Coalbed Methane Other Consolidated Segment Assets $ 6,656,655 $ 948,795 $ 1,021,207 $ 8,626,657 (F) Capital Expenditures $ 629,631 $ 36,804 $ 12,969 $ 679,404 (F) Includes investments in unconsolidated equity affiliates of $ 13,682 . 108 Reportable segment results for the year ended December 31, 2022 are: For the year ended December 31, 2022 Shale Coalbed Methane Other Consolidated Natural Gas, NGLs and Oil Revenue $ 3,334,677 $ 314,695 $ 2,740 $ 3,652,112 (G) Loss on Commodity Derivative Instruments ( 1,672,974 ) ( 139,131 ) ( 851,670 ) ( 2,663,775 ) Purchased Gas Revenue — — 185,552 185,552 Other Revenue and Operating Income 69,618 — 17,704 87,322 (H) Total Revenue and Other Operating Income (Loss) $ 1,731,321 $ 175,564 $ ( 645,674 ) $ 1,261,211 Lease Operating Expense 49,589 17,375 ( 306 ) 66,658 Transportation, Gathering and Compression 319,423 49,058 1,179 369,660 Production, Ad Valorem, and Other Fees 33,307 11,792 ( 134 ) 44,965 Depreciation, Depletion and Amortization 388,641 53,201 19,373 461,215 Interest Expense — — 127,689 127,689 Other Segment Items — — 402,971 402,971 Total Costs and Expenses $ 790,960 $ 131,426 $ 550,772 $ 1,473,158 Income (Loss) Before Income Tax $ 940,361 $ 44,138 $ ( 1,196,446 ) $ ( 211,947 ) (G) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 453,501 to Direct Energy Business Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period. (H) Includes midstream revenue of $ 69,618 and equity in earnings of unconsolidated affiliates of $ 1,412 for Shale and Other, respectively. For the year ended December 31, 2022 Other Segment Disclosures Shale Coalbed Methane Other Consolidated Segment Assets $ 6,452,075 $ 959,126 $ 1,104,572 $ 8,515,773 (I) Capital Expenditures $ 544,914 $ 15,043 $ 5,797 $ 565,754 (I) Includes investments in unconsolidated equity affiliates of $ 11,714 . Reconciliation of Segment Information to Consolidated Amounts: Revenue and Other Operating Income: For the Years Ended December 31, 2024 2023 2022 Total Segment Revenue from Contracts with External Customers $ 1,313,852 $ 1,442,995 $ 3,907,282 (Loss) Gain on Commodity Derivative Instruments ( 172,405 ) 1,928,652 ( 2,663,775 ) Other Operating Income 125,339 63,301 17,704 Total Consolidated Revenue and Other Operating Income $ 1,266,786 $ 3,434,948 $ 1,261,211 NOTE 22— SUBSEQUENT EVENT: On January 27, 2025, the Company completed the acquisition of the natural gas upstream and associated midstream business of Apex Energy II, LLC, a portfolio company of funds managed by Carnelian Energy Capital Management, L.P., in the Appalachian Basin (“the Apex Transaction") for total cash consideration of approximately $ 505,000 subject to certain post-closing adjustments, including an effective date of October 1, 2024. The Apex Transaction strategically expands CNX's existing stacked Marcellus and Utica undeveloped leasehold in the CPA region and provides an existing infrastructure footprint that can be leveraged for future development. Additionally, CNX expects operational and other development synergies to add incremental value to the core business in the coming years. The accounting for the Apex Transaction is incomplete as of the date of filing due to the limited time since the closing date. The Company will provide additional disclosures in future filings. 109 On January 21, 2025, the Company closed on a private offering of $ 200,000 aggregate principal amount of additional 7.25 % senior notes due 2032 (the "New Notes") at a price of 100.5 % of par, plus accrued interest from September 1, 2024 to the date of closing. The New Notes were issued as additional notes under that certain indenture, dated February 23, 2014 (the "Indenture"), pursuant to which CNX previously issued $ 400,000 aggregate principal amount of 7.25 % senior notes due 2032 (the "Initial Notes") (See Note 12 – Long-Term Debt). The New Notes are guaranteed by all of CNX's restricted subsidiaries that guarantee the CNX Credit Facility (see Note 10 – Revolving Credit Facilities) and will have identical terms as the Initial Notes, other than the issue date, the initial offering price and the first interest payment date, and the New Notes and the Initial Notes will be treated as a single class of securities under the Indenture and will vote together as a single class. CNX intends to use the net proceeds of the sale of the New Notes for general corporate purposes, including funding a portion of the costs associated with the Apex Transaction NOTE 23— SUPPLEMENTAL GAS DATA (unaudited): The following information was prepared in accordance with the FASB's Accounting Standards Update No. 2010-03, “Extractive Activities-Oil and Gas (Topic 932).” The supplementary information summarized below presents the results of natural gas and oil activities for the Company in accordance with the successful efforts method of accounting for production activities. Capitalized Costs: As of December 31, 2024 2023 Intangible Drilling Costs $ 6,171,177 $ 5,902,498 Gas Gathering Assets 2,660,668 2,631,110 Proved Gas Properties 1,396,631 1,374,685 Unproved Gas Properties 721,692 724,401 Gas Wells and Related Equipment 1,657,272 1,513,945 Other Gas Assets 136,138 119,163 Total Property, Plant and Equipment 12,743,578 12,265,802 Accumulated Depreciation, Depletion and Amortization ( 5,561,023 ) ( 5,110,938 ) Net Capitalized Costs $ 7,182,555 $ 7,154,864 Costs incurred for property acquisition, exploration and development (*): For the Years Ended December 31, 2024 2023 2022 Property Acquisitions: Proved Properties $ 10,362 $ 2,319 $ 19,766 Unproved Properties 15,061 26,405 14,802 Development** 500,402 637,711 526,092 Exploration 4,494 4,257 6,806 Total $ 530,319 $ 670,692 $ 567,466 __________ (*) Includes costs incurred whether capitalized or expensed. (**) Includes development costs for midstream of $ 23,135 , $ 46,814 and $ 38,418 for the years ended December 31, 2024, 2023 and 2022, respectively. 110 Results of Operations for Producing Activities: For the Years Ended December 31, 2024 2023 2022 Natural Gas, NGLs and Oil Revenue $ 1,186,077 $ 1,302,218 $ 3,652,112 Realized Gain (Loss) on Commodity Derivative Instruments 281,195 163,026 ( 1,812,777 ) Unrealized (Loss) Gain on Commodity Derivative Instruments ( 453,600 ) 1,765,626 ( 850,998 ) Purchased Gas Revenue 59,467 74,218 185,552 Total Revenue 1,073,139 3,305,088 1,173,889 Lease Operating Expense 70,646 63,333 66,658 Production, Ad Valorem and Other Fees 27,554 27,946 44,965 Transportation, Gathering and Compression 382,220 381,934 369,660 Purchased Gas Costs 57,248 69,924 185,383 Exploration Costs 8,446 10,447 8,298 Depreciation, Depletion and Amortization 485,754 433,586 461,215 Total Costs 1,031,868 987,170 1,136,179 Pre-tax Operating Income 41,271 2,317,918 37,710 Income Tax Expense 10,235 523,849 12,444 Results of Operations for Producing Activities excluding Corporate and Interest Costs $ 31,036 $ 1,794,069 $ 25,266 The following is production, average sales price and average production costs, excluding ad valorem and severance taxes, per unit of production: For the Years Ended December 31, 2024 2023 2022 Production (MMcfe) 550,814 560,366 580,169 Total Average Sales Price Before Effects of Commodity Derivative Financial Settlements (per Mcfe) $ 2.15 $ 2.32 $ 6.29 Average Effects of Commodity Derivative Financial Settlements (per Mcfe) $ 0.57 $ 0.32 $ ( 3.35 ) Total Average Sales Price Including Effects of Commodity Derivative Financial Settlements (per Mcfe) $ 2.66 $ 2.61 $ 3.17 Average Lifting Costs, Excluding Ad Valorem and Severance Taxes (per Mcfe) $ 0.13 $ 0.11 $ 0.11 During the years ended December 31, 2024, 2023 and 2022, the Company drilled 25.7 , 30.8 , and 37.0 net development wells, respectively. There were no net dry development wells in 2024, 2023 or 2022. There were no net exploratory wells drilled during the years ended December 31, 2024, 2023 or 2022. There were no net dry exploratory wells in 2024, 2023 or 2022. As of December 31, 2024, there were 4.98 net development wells and no explo ratory wells drilled but uncompleted. CNX is committed to provide 478.8 Bcf of gas under existing sales contracts or agreements over the course of the next four years. The Company expects to produce sufficient quantities from existing proved developed reserves to satisfy these commitments. Most of the Company’s development wells and proved acreage are located in Virginia, West Virginia, Ohio and Pennsylvania. Some leases are beyond their primary term, but these leases are extended in accordance with their terms as long as certain drilling commitments or other term commitments are satisfied. 111 The following table sets forth, at December 31, 2024, the number of producing wells, developed acreage and undeveloped acreage: Gross(1) Net(2) Producing Gas Wells (including Gob Wells) - Working Interest 4,518 4,447 Producing Oil Wells - Working Interest 2 — Producing Gas Wells - Royalty Interest 350 — Producing Oil Wells - Royalty Interest 127 — Acreage Position: Proved Developed Acreage 416,500 416,500 Proved Undeveloped Acreage 27,941 27,941 Unproved Acreage 4,809,670 3,485,900 Total Acreage 5,254,111 3,930,341 ____________ (1) All of our acreage identified as proved developed and undeveloped is controlled fully by CNX through ownership of a 100 % working interest. (2) Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases or decreases) may be required as we further develop title to and further confirm our rights with respect to our various properties in anticipation of development. We believe that our assumptions and methodology in this regard are reasonable. Proved Oil and Gas Reserves Quantities: Annually, the preparation of natural gas reserves estimates is completed in accordance with CNX prescribed internal control procedures, which include verification of input data into a gas reserves forecasting and economic evaluation software, as well as multi-functional management review. As part of the annual review, management reviews and approves changes in the future development plan and the impact to proved-undeveloped locations to ensure that annual changes are aligned with the overall strategic business plan of the Company. A detailed review is completed to ensure that all proved undeveloped locations will be fully developed within five-year s of the reserves booking. As part of the development plan review, management reviews current well production data, acreage position, downstream infrastructure availability, operational leases and other commitments, financial capacity to complete the development and individual project economics in expected future gas pricing scenarios. The input data verification includes reviews of the price and operating, and development cost assumptions as well as tax rates by jurisdiction used in the economic model to determine the reserves. Also, the production volumes are reconciled between the system used to calculate the reserves and other accounting/measurement systems. The technical employee responsible for overseeing the preparation of the reserve estimates is a registered professional engineer in the state of West Virginia with over 20 years of experience in the oil and gas industry. The Company’s gas reserves results, which are reported in Note 23 – Supplemental Gas Data for the year ended December 31, 2024 in this Form 10-K, were audited by independent petroleum engineers, Netherland, Sewell & Associates, Inc. The technical person primarily responsible for overseeing the audit of the Company's reserves is a registered professional engineer in the state of Texas with over 21 years of experience in the oil and gas industry. 112 The oil and gas reserves estimates are as follows: Condensate Consolidated Natural Gas NGLs & Crude Oil Operations (MMcf) (Mbbls) (Mbbls) (MMcfe) Balance December 31, 2021 (a) 8,987,807 102,285 4,036 9,625,730 Revisions (b) ( 339,878 ) ( 6,140 ) ( 1,768 ) ( 387,320 ) Price Changes 24,795 17 1 24,904 Extensions and Discoveries (e) 1,055,250 10,324 1,092 1,123,745 Production ( 540,696 ) ( 6,333 ) ( 246 ) ( 580,169 ) Balance December 31, 2022 (a) 9,187,278 100,153 3,115 9,806,890 Revisions (c) ( 698,397 ) 41,119 ( 453 ) ( 454,409 ) Price Changes ( 382,311 ) ( 12,733 ) ( 1,101 ) ( 465,314 ) Extensions and Discoveries (e) 478,026 16,778 589 582,229 Production ( 514,668 ) ( 7,410 ) ( 206 ) ( 560,366 ) Sales of Reserves In-Place ( 146,936 ) ( 3,196 ) ( 363 ) ( 168,288 ) Balance December 31, 2023 (a) 7,922,992 134,711 1,581 8,740,742 Revisions (d) ( 634,288 ) 1,921 ( 356 ) ( 624,896 ) Price Changes ( 237,036 ) ( 6,707 ) ( 569 ) ( 280,692 ) Extensions and Discoveries (e) 1,092,556 30,465 112 1,276,018 Production ( 496,922 ) ( 8,825 ) ( 157 ) ( 550,814 ) Sales of Reserves In-Place ( 18,377 ) ( 644 ) ( 29 ) ( 22,415 ) Balance December 31, 2024 (a) 7,628,925 150,921 582 8,537,943 Proved developed reserves: December 31, 2022 5,788,814 70,063 2,038 6,221,422 December 31, 2023 5,521,437 83,682 706 6,027,762 December 31, 2024 5,418,858 112,884 582 6,099,654 Proved undeveloped reserves: December 31, 2022 3,398,464 30,090 1,077 3,585,468 December 31, 2023 2,401,555 51,029 875 2,712,980 December 31, 2024 2,210,067 38,037 — 2,438,289 __________ (a) Proved developed and proved undeveloped gas reserves are defined by SEC Rule 4.10(a) of Regulation S-X. Generally, these reserves would be commercially recovered under current economic conditions, operating methods and government regulations. CNX cautions that there are many inherent uncertainties in estimating proved reserve quantities, projecting future production rates and timing of development expenditures. Proved oil and gas reserves are estimated quantities of natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions and government regulations. Proved developed reserves are reserves expected to be recovered through existing wells, with existing equipment and operating methods. (b) The downward revisions in 2022 are partly due to changes in our five-year development plan that were driven by our continued focus on optimizing the development timing of our assets. These initiatives resulted in 298 Bcfe being removed. Additional downward revisions of 66 Bcfe are primarily the result of the plugging of a Shale well. Additionally, there was a 24 Bcfe reduction as a result of net performance revisions. (c) The downward revisions in 2023 are partly due to changes in our five-year development plan that were driven by development optimization initiatives where wells were shifted into the future. These initiatives resulted in 169 Bcfe being removed. Additional downward revisions of 710 Bcfe are due to the wells not being developed within five years of their original booking. The remaining negative revisions of 43 Bcfe are due to plugging and abandoning of wells due to mining and performance. These are partially offset by positive performance revisions of 467 Bcfe for proved undeveloped assets. The 467 Bcfe contains 146 Bcfe of reserves associated with wells that fell out due to price and were uneconomic but are in 2023 due to improved performance. 113 (d) The downward revisions in 2024 are partly due to changes in our five-year development plan that were driven by development optimization initiatives where wells were shifted into the future. These initiatives resulted in 189 Bcfe being removed. Additional downward revisions of 284 Bcfe are due to the wells not being developed within five years of their original booking. Additionally, there were negative revisions of 65 Bcfe due to performance and 87 Bcfe due to wells that that were uneconomic. (e) Extensions and Discoveries in 2022, 2023, and 2024 are due to the addition of wells on the Company’s Shale acreage more than one offset location away with continued use of reliable technology. The Company uses reliable technologies when assigning reserves to undeveloped locations, including wire line open-hole log data, performance data, geological log cross sections, core data and statistical analysis. The statistical methods use production performance of analog wells and include data from operated and competitor wells. We also use geophysical data that includes data from our wells, published documents, state data-sites and data exchanges to confirm continuity of the formation. Total proved extensions and discoveries are a combination of proved developed and proved undeveloped reserves; and extensions and discoveries for proven developed reserves are associated with non-operated assets, operated assets and exploratory wells. In 2024, 2023, and 2022, the Company added 252 Bcfe, 42 Bcfe and 23 Bcfe, respectively, related to exploratory and non-operated wells. For the Year Ended December 31, 2024 Proved Undeveloped Reserves (MMcfe) Beginning Proved Undeveloped Reserves 2,712,980 Undeveloped Reserves Transferred to Developed (a) ( 555,964 ) Price Revisions ( 226,829 ) Revisions Due to Plan Changes (b) ( 189,167 ) Revisions Due to Changes Related to Well Performance (c) ( 43,030 ) Revisions Due to 5 Year Rule ( 283,938 ) Extension and Discoveries (d) 1,024,237 Ending Proved Undeveloped Reserves(e) 2,438,289 _________ (a) During 2024, various exploration and development drilling and evaluations were completed. Approximately, $ 224,394 of capital was spent in the year ended December 31, 2024 related to undeveloped reserves that were transferred to developed. (b) The downward revisions for 2024 plan changes are due to changes in our five-year development plan that are driven by our continued focus on optimizing the development timing of our assets. These initiatives resulted in 189 Bcfe being removed. (c) The downward revision of 43 Bcfe are from positive performance revisions of 44 Bcfe and a negative revision of 87 Bcfe due to uneconomic wells, which resulted in them falling out of our 2024 reserves. (d) Extensions and discoveries are due mainly to the addition of 522 Bcfe related to 22 Marcellus wells within our Southwest Pennsylvania and Central Pennsylvania operations and 502 Bcfe related to 40 Utica wells within our Central Pennsylvania operations. The Company uses reliable technologies when assigning reserves to undeveloped locations, including wire line open-hole log data, performance data, geological log cross sections, core data and statistical analysis. The statistical methods use production performance of analog wells and include data from operated and competitor wells. We also use geophysical data that includes data from our wells, published documents, state data-sites and data exchanges to confirm continuity of the formation. (e) Included in proved undeveloped reserves at December 31, 2024 are approximately 312 Bcfe of reserves that have been reported for more than five years . These reserves are all attributable to acreage within the current operating plan identified by the life-of-mine timing maps for the Buchanan mine. These reserves specifically relate to GOB (a rubble zone formed in the cavity created by the extraction of coal) production due to a complex fracture being generated in the overburden strata above the mined seam. Mining operations take a significant amount of time, and our GOB forecasts are consistent with the future plans of the Buchanan Mine that was sold in March 2016 to Coronado IV LLC with the rights to this gas being retained by the Company. Evidence also exists that supports the continual operation of the mine beyond the current plan, unless there was an extreme circumstance resulting from an external factor. These reasons constitute the specific circumstances that exist to continue recognizing these reserves for CNX. 114 During the years ended December 31, 2024, 2023 and 2022, there have been no additions, reclassifications or capitalization of suspended exploratory well costs. CNX proved natural gas reserves are located in the United States. Standardized Measure of Discounted Future Net Cash Flows: The following information has been prepared in accordance with the provisions of the FASB Accounting Standards Update No. 2010-03, “Extractive Activities-Oil and Gas (Topic 932).” This topic requires the standardized measure of discounted future net cash flows to be based on the average, first-day-of-the-month price for the year. Because prices used in the calculation are average prices for that year, the standardized measure could vary significantly from year to year based on the market conditions that occurred. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to CNX. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary. CNX investment and operating decisions are not based on the information presented, but on a wide range of reserve estimates that include probable as well as proved reserves and on different price and cost assumptions. The standardized measure is intended to provide a better means for comparing the value of CNX proved reserves at a given time with those of other gas producing companies than is provided by a comparison of raw proved reserve quantities. December 31, 2024 2023 2022 Future Cash Flows (a) Revenues $ 17,997,427 $ 20,281,496 $ 54,713,692 Production Costs ( 8,034,256 ) ( 8,515,152 ) ( 10,225,451 ) Development Costs (b) ( 1,743,442 ) ( 1,903,477 ) ( 2,233,706 ) Income Tax Expense ( 2,083,504 ) ( 2,507,151 ) ( 10,695,511 ) Future Net Cash Flows 6,136,225 7,355,716 31,559,024 Discounted to Present Value at a 10% Annual Rate ( 3,297,503 ) ( 4,245,681 ) ( 20,796,325 ) Total Standardized Measure of Discounted Net Cash Flows $ 2,838,722 $ 3,110,035 $ 10,762,699 _________ (a) For 2024, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2024, adjusted for energy content and a regional price differential. For 2024, this adjusted natural gas price was $ 2.00 per Mcf, the adjusted oil/condensate price was $ 63.13 per barrel and the adjusted NGL price was $ 17.92 per barrel. For 2023, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2023, adjusted for energy content and a regional price differential. For 2023, this adjusted natural gas price was $ 2.23 per Mcf, the adjusted oil/condensate price was $ 65.41 per barrel and the adjusted NGL price was $ 18.54 per barrel. For 2022, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2022, adjusted for energy content and a regional price differential. For 2022, this adjusted natural gas price was $ 5.48 per Mcf, the adjusted oil/condensate price was $ 85.71 per barrel and the adjusted NGL price was $ 41.05 per barrel. (b) Development costs for 2024 include $ 705,070 of plugging and abandonment costs and $ 160,868 of midstream and water capital on an undiscounted pre-tax basis. On a PV-10 pre-tax discounted basis, these amounts equate to $ 94,169 and $ 131,711 , respectively. Development costs for 2023 include $ 534,853 of plugging and abandonment costs and $ 210,322 of midstream and water capital on an undiscounted pre-tax basis. On a PV-10 pre-tax discounted basis, these amounts equate to $ 48,538 and $ 172,885 , respectively. 115 Development costs for 2022 include $ 441,980 of plugging and abandonment costs and $ 292,937 of midstream and water capital on an undiscounted pre-tax basis. On a PV-10 pre-tax discounted basis, these amounts equate to $ 7,861 and $ 241,782 , respectively. The following are the principal sources of change in the standardized measure of discounted future net cash flows for consolidated operations during: December 31, 2024 2023 2022 Balance at Beginning of Period $ 3,110,035 $ 10,762,699 $ 5,881,576 Net Changes in Sales Prices and Production Costs ( 506,616 ) ( 10,722,238 ) 6,774,652 Sales Net of Production Costs ( 986,852 ) ( 992,030 ) ( 1,358,052 ) Net Change Due to Revisions in Quantity Estimates ( 229,940 ) ( 155,807 ) ( 472,831 ) Net Change Due to Extensions, Discoveries and Improved Recovery 197,972 32,876 1,853,496 Development Costs Incurred During the Period 500,402 637,711 526,092 Difference in Previously Estimated Development Costs Compared to Actual Costs Incurred During the Period ( 72,232 ) ( 149,770 ) ( 167,298 ) Changes in Estimated Future Development Costs ( 183,359 ) ( 211,592 ) ( 257,458 ) Net Change in Future Income Taxes 102,450 2,647,842 ( 1,539,146 ) Accretion 395,680 1,403,417 766,899 Timing and Other 511,182 ( 143,073 ) ( 1,245,231 ) Total Discounted Cash Flow at End of Period $ 2,838,722 $ 3,110,035 $ 10,762,699 Note: Table excludes unrealized gain/loss on commodity derivative instruments. 116 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None.