What changed in this filing

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Item 1. Business

2026-02-10 compared with 2025-02-11 · 29 added, 29 removed, 503 unchanged (10% of the section changed)

32 unchanged sentences

• 99.1% operated.

On January 27, 2025, the Company completed the acquisition of the natural gas upstream and associated midstream business of Apex Energy II, LLC (“the Apex Transaction") for total cash consideration of approximately $505 million, subject to certain post-closing adjustments.

See Note 22 – Subsequent Event in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

On January 27, 2025, the Company completed the acquisition of the natural gas upstream and associated midstream business of Apex Energy II, LLC for total cash consideration of approximately $518 million.

See Note 4 – Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

In 2026, CNX expects capital expenditures to be between $556 million and $586 million.

Included in CNX’s 2026 capital expenditures is the first of three annual payments of $16 million associated with an agreement that grants CNX the right to acquire Utica Shale oil and gas rights that sit beneath the legacy Apex Energy footprint.

The Company continuously evaluates multiple factors to determine activity throughout the year, and as such, may update guidance accordingly.

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We extract CBM natural gas primarily from the Pocahontas #3 seam.

CNX also has the right to capture Coal Mine Methane (CMM) from active and abandoned mines in this region.

The CMM we capture would otherwise be vented into the atmosphere as third-party mining operations progress.

CNX also has rights to extract CBM from approximately 1,863,000 net CBM acres, and rights to capture CMM from various active and abandoned mines in other states including West Virginia, Pennsylvania, Ohio, Illinois, Indiana, and New Mexico;

however, although the Company has very limited activity in some of these areas, there are no current plans to drill additional CBM wells or capture CMM in these areas.

CNX also has the right to capture Remediated Mine Gas (RMG) from active and abandoned mines in this region.

The RMG we capture would otherwise be vented into the atmosphere as third-party mining operations progress.

CNX also has rights to extract CBM from approximately 1,862,000 net CBM acres, and rights to capture RMG from various active and abandoned mines in other states including West Virginia, Pennsylvania, Ohio, Illinois, Indiana, and New Mexico;

however, although the Company has very limited activity in some of these areas, there are no current plans to drill additional CBM wells or capture RMG in these areas.

The Company may reevaluate plans as opportunities present themselves.

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Summary of Properties as of December 31, 2025

Shale CBM Other Gas

Shale CBM Other

Segment Segment Segment Total

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CBM Segment — — —

Other Gas Segment — — —

Other Segment — — —

Total Development Wells (Net) 18.9 25.7 30.8

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Average Sales Price - Gas (per Mcf) $ 2.99 $ 1.98 $ 2.20

Gain (Loss) on Commodity Derivative Instruments - Cash Settlement (per Mcf) $ 0.57 $ 0.32 $ (3.35)

(Loss) Gain on Commodity Derivative Instruments - Cash Settlement (per Mcf) $ (0.31) $ 0.57 $ 0.32

Average Sales Price - NGLs (per Mcfe)** $ 3.55 $ 3.60 $ 3.54

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The notional volumes associated with these gas swaps represented approximately 420.6 Bcf of our total sales volumes for the year ended December 31, 2024 at an average price of $2.58 per Mcf.

As of January 15, 2025, these physical and swap transactions represent approximately 478.9 Bcf of our estimated 2025 production at an average price of $2.58 per Mcf, 432.3 Bcf of our estimated 2026 production at an average price of $2.67 per Mcf, 304.4 Bcf of our estimated 2027 production at an average price of $3.28 per Mcf, 51.6 Bcf of our estimated 2028 production at an average price of $3.64 per Mcf, and a nominal amount of our estimated 2029 production.

As of January 8, 2026, these physical and swap transactions represent approximately 448.8 Bcf of our estimated 2026 production at an average price of $2.74 per Mcf, 379.3 Bcf of our estimated 2027 production at an average price of $3.28 per Mcf, 186.5 Bcf of our estimated 2028 production at an average price of $3.25 per Mcf and a nominal amount of our estimated 2029 production.

CNX's hedging strategy and information regarding derivative instruments used are outlined in Part II.

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CNX also competes for pipeline capacity and other services to deliver its products to customers.

New Technologies

CNX’s New Technologies efforts are rooted in the Company’s extensive legacy asset base and innovative tradition.

They currently represent what CNX views as a unique set of market opportunities in the areas of environmental attributes, proprietary technology and derivative product development.

Low Carbon Intensity Premium Products

Environmental Attributes.

2 unchanged sentences

carbon credits, air quality credits, renewable or alternative energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances.

In the near term, we anticipate the majority of our New Technologies’ earnings to result from CMM capture activities being monetized through the Pennsylvania Alternative Energy Portfolio Standard (AEPS) program, other compliance programs, and sales to various voluntary market counterparties that desire to purchase carbon offsets to be used towards their own emission reduction goals.

The quantities and types of environmental attributes we sell and the associated revenue can vary depending on a number of factors, including the market for these credits, changes to the various voluntary or compliance programs under which the credits are generated and sold, and our ability to strictly comply with the programs under which the attributes can be sold.

In the near term, we expect to derive most of our environmental attribute earnings from RMG capture activities monetized through the Pennsylvania Alternative Energy Portfolio Standard (AEPS) program, other compliance programs, and sales to various voluntary market counterparties that desire to purchase carbon offsets to be used towards their own emission reduction goals.

As mining progresses, new sources of waste methane are created every year throughout our region, in addition to the currently unabated sources that exist from historical mining activity.

Each of these potential abatement opportunities represents a stand-alone discrete investment decision.

While CNX will make new investments each year to capture some of these unabated sources, currently available incentives do not provide sufficient economic justification to significantly expand our activities.

As such, we do not anticipate any major investments in new capture projects until an alternate monetization pathway improves the economics of these projects.

We expect the annual volumes of waste methane captured for 2025 that would qualify for these various programs to be approximately 17-18 Bcfe.

While CNX will make new investments each year to capture some of these unabated sources, significant program uncertainty continues to exist and is pending a final rulemaking process.

Future investments in new capture projects are dependent on the final terms of the corresponding programs.

We continue to focus efforts on opportunities to grow both the volume and value of environmental attributes as a source of future earnings.

These new markets are volatile and have significant risk associated with eligibility, qualification and compliance with applicable programs, changing market conditions, increased competition, as well as political and regulatory risk.

See Item 1A, “Risk Factors - We may be unable to qualify for existing federal and state level environmental attribute credits and new markets for environmental attributes are currently volatile, and otherwise may not develop as quickly or efficiently as we anticipate or at all.

See Item 1A, “Risk Factors - Expectations of future revenue from sales of environmental attributes and the availability of various clean energy and environmental attribute credits, incentives, or grants are subject to price fluctuations, eligibility criteria, and compliance with specific voluntary or compliance program requirements, legislative changes, or regulatory actions that are outside of CNX control, and new markets for environmental attributes are volatile and otherwise may not develop as quickly or efficiently as we anticipate or at all.

” for certain risks associated with environmental attributes.

3 unchanged sentences

To date, there has been no material impact to the financial statements associated with these activities.

Derivative Products.

CNX believes that using natural gas as a sustainable fuel source for high-emitting economic sectors like transportation, manufacturing, and other industrial processes could dramatically reduce emissions footprints in those sectors while creating new vertical markets for compressed natural gas (CNG) and liquefied natural gas (LNG) and help fast-track the implementation of downstream products such as hydrogen and ammonia.

CNX is an active participant in West Virginia’s pursuit of a regional hydrogen energy hub, CNX joined the Appalachian Regional Clean Hydrogen Hub (ARCH2) coalition in 2022.

CNX brings local expertise, low-carbon technology capabilities, infrastructure, and carbon capture and storage (CCS) skill sets to the coalition, which is composed of energy producers, end-users, infrastructure developers and technological experts.

Non-Core Mineral Assets and Surface Properties

13 unchanged sentences

Fundamentally, daily on-site safety meetings, job safety analyses and the universal expectation for any employee or contractor to stop work if a risk is identified combine to enforce our cultural focus on health, safety, and environmental awareness, also known as Operational Excellence.

Accountability is an expectation at all levels of the Company—from individual contributors and service providers to management and executive leadership.

Accountability is an expectation at all levels of the Company

—from individual contributors and service providers to management and executive leadership.

In addition to continual analysis and assessment, CNX empowers its employees and contractors to take corrective action or stop work immediately if adverse safety or environmental conditions are identified.

27 unchanged sentences

As trends are identified, CNX utilizes the information to amend policies, training and company-wide communication.

CNX’s hybrid approach, where the traditional safety and environmental teams are merged with an operational field compliance team, forms the Operational Excellence department.

The Environmental, Safety and Corporate Responsibility (ESCR) Committee of the Board of Directors is kept apprised of quality, health, safety, and environmental related matters on an as needed basis and in ESCR Committee meetings.

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New or additional species that may be identified as requiring protection or consideration may lead to delays in permits and/or other restrictions on construction and development.

Multiple proposed rules in 2025 could change the regulations for the Endangered Species Act.

These proposals include removing the definition of the term “harm,” which includes habitat modification, removing the “blanket rule” option for protecting species, and changing how critical habitat is determined.

CNX cannot predict how the proposed rules will be finalized or enforced.

Safety of Gas Transmission and Gathering Pipelines .

5 unchanged sentences

These statutes and related regulations may be revised or amended which may lead to additional safety requirements.

See “ Risk Factors -- CNX may incur significant costs and liabilities as a result of pipeline operations and/or increases in the regulation of natural gas pipelines and gathering facilities ” for additional discussion regarding gas transmission and gathering pipelines.

See “ Risk Factors -- CNX may incur significant costs and liabilities as a result of pipeline operations and/or increases in the regulation of natural gas pipelines and midstream facilities ” for additional discussion regarding gas transmission and gathering pipelines.

Resource Conservation and Recovery Act .

22 unchanged sentences

Climate change continues to be an area of legislative and regulatory focus.

There are a number of proposed and final laws and regulations intended to limit or increase disclosure or transparency with respect to greenhouse gas emissions, and proposed regulations that restrict emissions or require more stringent reporting could increase our costs should the requirements necessitate the installation of new equipment or the purchase of emission credits or allowances.

There are a number of laws and regulations intended to limit or increase disclosure or transparency with respect to greenhouse gas emissions, and regulations that restrict emissions or require more stringent reporting could increase our costs should the requirements necessitate the installation of new equipment or the purchase of emission credits or allowances.

These laws and regulations could also impact our customers, including the electric generation industry, by making alternative sources of energy more competitive.

Additional regulation could also lead to permitting delays and additional monitoring and administrative requirements, with commensurate impacts on electricity generating operations.

While the federal government has taken steps in 2025 to rescind certain greenhouse gas emission restrictions and reporting requirements, these rule changes are not final, and CNX cannot predict how relevant rules will ultimately be adopted, changed, rescinded or modified.

See “Risk Factors - Climate change risk, legislation, litigation, and regulation of greenhouse gas emissions at the federal or state level may increase our operating costs and reduce the value of our natural gas assets” for additional discussion regarding certain laws and regulations related to climate change, greenhouse gas and related matters.

36 unchanged sentences

• Events beyond our control, including a global or domestic health crisis or global instability and actual and threatened geopolitical conflict, may result in unexpected adverse operating and financial results.

• Increasing attention to environmental, social and governance (ESG) matters may adversely impact our business.

• Increasing attention to environmental, social, and governance matters may adversely impact our business.

Risks Related to our Business Operations

15 unchanged sentences

• Our future tax liability may be greater than expected if our net operating loss carryforwards are limited, CNX does not generate expected deductions, or tax authorities challenge certain of our tax positions.

• We may be unable to qualify for existing federal and state level environmental attribute credits and new markets for environmental attributes are currently volatile, and otherwise may not develop as quickly or efficiently as we anticipate or at all.

• Expectations of future revenue from sales of environmental attributes and the availability of various clean energy and environmental attribute credits, incentives, or grants are subject to price fluctuations, eligibility criteria, and compliance with specific voluntary or compliance program requirements, legislative changes, or regulatory actions that are outside of CNX control, and new markets for environmental attributes are volatile and otherwise may not develop as quickly or efficiently as we anticipate or at all.

• CNX and its subsidiaries are subject to various legal proceedings and investigations, which may have an adverse effect on our business.

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• CNX may operate a portion of our business with one or more joint venture partners or in circumstances where CNX is not the operator, which may restrict our operational and corporate flexibility.

• In connection with the separation of our coal business, CONSOL Energy has agreed to indemnify us for certain liabilities, and we have agreed to indemnify CONSOL Energy for certain liabilities.

• In connection with the separation of our coal business, Core Natural Resources, Inc., the successor by merger to CONSOL Energy Inc.

(“Core”) has agreed to indemnify us for certain liabilities, and we have agreed to indemnify Core for certain liabilities.

Other General Risks

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business