What changed in this filing

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Item 1A. Risk Factors

2026-02-10 compared with 2025-02-11 · 95 added, 100 removed, 437 unchanged (31% of the section changed)

11 unchanged sentences

Development has continued in these plays, despite these lower gas prices, as producers continue to become more efficient.

Evidence of volatility was present during 2022 and 2023 as natural gas prices spiked in the first half of 2022 due to lower domestic production, lower storage levels, and increased LNG export demand, but thereafter retreated to the depressed prices that we have witnessed over the past ten years.

CNX expects continued volatility of natural gas prices in the future.

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Further, an oversupply of NGLs in the local markets where CNX operates requires excess NGLs to be transported out of our region and into the broader market, including international exports.

NGLs are transported by a variety of methods, including pipeline, rail, and truck.

NGLs are transported by a variety of methods, including pipeline, rail, truck, and barge.

Any disruption in those means of transportation could have a further detrimental impact on the price CNX receives for our NGLs.

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In addition, CNX competes with larger companies to acquire new natural gas properties for future exploration, limiting our ability to replace the natural gas CNX produces or to grow our production.

There is also increased

competition within the industry as a result of oil-focused drilling, where natural gas is produced as an ancillary byproduct and may be sold at prices below market.

There is also increased competition within the industry as a result of oil-focused drilling, where natural gas is produced as an ancillary byproduct, and this inelastic supply may depress market prices.

Some of such “byproduct” gas could be transported to our key markets, thereby affecting regional supply.

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To manage our exposure to fluctuations in the price of natural gas, CNX enters into hedging arrangements with respect to a portion of our expected production.

As of January 15, 2025, CNX expects these transactions will 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, CNX expects these transactions will 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.

To the extent that CNX engages in hedging activities, CNX may be prevented from realizing the near-term benefits of price increases above the levels of the hedges.

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Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the administrative process or in the courts.

This could cause the permits CNX needs to conduct our operations to be withheld, delayed, or burdened by requirements that restrict our ability to profitably conduct our business.

In addition, in recent years increasing attention has been given to corporate activities related to environmental issues in public discourse and the investment community.

A number of advocacy groups, both domestically and internationally, have campaigned for the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities, and other groups, to promote change at public companies, including through investment and voting practices.

These activities include increasing attention and demands for action related to climate change and energy transition matters, such as promoting the use of substitutes to fossil fuel products and encouraging the divestment of fossil fuel equities, as well as pressuring lenders and other financial services companies to limit or curtail activities with fossil fuel companies.

As a result, some capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.

If divestment efforts continue, the price of our common stock or debt securities, and our ability to access capital markets or to otherwise obtain new investment or financing, may be negatively impacted and have a material adverse effect on our business, financial condition, results of operations and cash flows.

This could cause the permits CNX needs to conduct our operations to be withheld, delayed, or burdened by requirements that restrict our ability to profitably

conduct our business.

In addition, in recent years attention has been given to corporate activities related to environmental issues in public discourse and the investment community.

A number of advocacy groups, both domestically and internationally, have campaigned for the investment community and other groups to promote change at public companies, including through investment and voting practices.

These activities include focusing attention on and demanding action related to climate change and energy transition matters, such as promoting the use of substitutes to fossil fuel products and encouraging the divestment of fossil fuel equities.

If divestment efforts are successful, the price of our common stock or debt securities, and our ability to access capital markets or to otherwise obtain new investment or financing, may be negatively impacted and have a material adverse effect on our business, financial condition, results of operations, and cash flows.

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 .

While CNX has not incurred significant disruptions to its operations during the past three fiscal years as a direct result of the COVID-19 pandemic or geopolitical conflict, including the ongoing war in Ukraine and the ongoing conflicts in the Middle East, the resulting global instability and any similar disruptions may materially and adversely affect, our business, operating and financial results and liquidity in the future.

As the pandemic and global instability has significantly impacted economic activity and markets around the world, similar pandemics and conflicts could negatively impact our business in numerous ways, including, but not limited to, the following:

While CNX has not incurred significant disruptions to its operations during the past three fiscal years as a direct result of any global or domestic health crisis or geopolitical conflict, including the war in Ukraine and the ongoing conflicts in the Middle East, the resulting global instability and any similar disruptions may materially and adversely affect, our business, operating and financial results, and liquidity in the future.

As global instability has significantly impacted economic activity and markets around the world, similar health crises and conflicts could negatively impact our business in numerous ways, including, but not limited to, the following:

• our revenue may be reduced if there is a resulting economic downturn or recession, to the extent it leads to a prolonged decrease in the demand for or disruption in the global supply of natural gas and liquefied natural gas (LNG) and, to a lesser extent, NGLs and oil;

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Any of these disruptions or outcomes could have a material adverse effect on our business, operations, financial results, and liquidity.

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

Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

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

Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to environmental, social and governance matters.

Such ratings, while not standardized or fully transparent, are used by some investors to evaluate their investment and voting decisions.

Unfavorable ESG ratings may lead to increased negative investor sentiment toward us and to the diversion of their investment away from the fossil fuel industry to other industries.

Unfavorable environmental, social and governance ratings may lead to increased negative investor sentiment toward us and to the diversion of their investment away from the fossil fuel industry to other industries.

Such diversion could have a negative impact on our stock price and our access to and costs of capital.

Additionally, increased governmental attention to ESG matters, including state actions such as California’s Climate Corporate Data Accountability Act and its Climate-Related Financial Risk Act, may require the production and public reporting of additional data for investors’ evaluation of investment and voting decisions.

Additionally, increased governmental attention to environmental, social and governance matters, including state actions such as California’s Climate Corporate Data Accountability Act, may require the production and public reporting of additional data for investors’ evaluation of investment and voting decisions.

This could lead to negative investor sentiment toward us and to the diversion of their investment away from the fossil fuel industry to other industries.

Such a diversion could have a negative impact on our stock price and our access to and costs of capital.

Increasing public scrutiny of systemic issues—such as affordability, corporate influence, executive compensation, and ethics—may amplify anti-corporate sentiment and narratives portraying our industry as exploitative.

These dynamics can lead to reputational harm, consumer backlash, regulatory attention, and heightened security risks for executives and employees.

Addressing these risks may require additional investments in governance, safety, and crisis management.

Failure to mitigate these impacts could adversely affect our business, financial condition, and results of operations.

Risks Related to our Business Operations

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Reductions, limitations, or disruptions (including force majeure events) in pipeline, gathering, or processing facility capacity could force us to reduce our production, reduce our sales or transportation of natural gas and/or NGLs, or purchase higher cost replacement gas, negatively affecting our profitability, and causing our unit costs to increase.

A significant portion of our natural gas is sold on or through two pipeline systems, Texas Eastern Transmission and Columbia Gas Transmission, which could experience capacity issues, operational disruptions and unexpected downtime, including from cybersecurity incidents and cyberattacks, with either no or little alternative transportation options available for our natural gas.

A significant portion of our natural gas is sold on or through three pipeline systems, Texas Eastern Transmission, Columbia Gas Transmission, and Eastern Gas Transmission & Storage, which could experience capacity issues, operational disruptions, and unexpected downtime, including from cybersecurity incidents and cyberattacks, with either no or little alternative transportation options available for our natural gas.

Further, if pipeline quality standards change or we cannot meet applicable standards, we might be required to install additional processing equipment which could increase our costs.

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Any significant variance from these assumptions to actual figures could greatly affect our estimates of our natural gas reserves, the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of natural gas reserves based on risk of recovery, and estimates of the future net cash flows.

The PV-10 measure of pre-tax discounted future

net cash flows and the standardized measure of after-tax discounted future net cash flows from our proved reserves included within this Form 10-K are not necessarily the same as the current market value of our estimated natural gas reserves.

The PV-10 measure of pre-tax discounted future net cash flows and the standardized measure of after-tax discounted future net cash flows from our proved reserves included within this Form 10-K are not necessarily the same as the current market value of our estimated natural gas reserves.

Actual future net cash flows from our proved and unproved oil and natural gas properties may be affected by factors such as:

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The exploration, production, and transporting of natural gas involves numerous operational risks.

The cost of developing and operating a well is often uncertain, and a number of factors can delay, suspend, or prevent development operations, decrease production and/or increase the cost of our natural gas operations at particular sites for varying lengths of time, including unexpected development and production conditions (such as pressure or irregularities in geologic formations or wells,

material and equipment failures, fires, ruptures, loss of well control, landslides, mine subsidence, explosions or other accidents and environmental concerns and adverse weather conditions), which conditions and risks may be amplified as we increase the vertical and horizontal length of drilling endeavors;

The cost of developing and operating a well is often uncertain, and a number of factors can delay, suspend, or prevent development operations, decrease production, and/or increase the cost of our natural gas operations at particular sites for varying lengths of time, including unexpected development and production conditions (such as pressure or irregularities in geologic formations or wells, material and equipment failures, fires, ruptures, loss of well control, landslides, mine subsidence, explosions, or other accidents and environmental concerns and adverse weather conditions), which conditions and risks may be amplified as we increase the vertical and horizontal length of drilling endeavors;

similar operational or design issues relating to pipelines, compressor stations, pump stations, related equipment, and surrounding properties;

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The gas gathering agreements that we have with third parties may impose obligations on us to invest capital in our midstream systems that are not fully protected against volumetric risks associated with lower-than-forecast volumes flowing through our gathering systems.

If our customers fail to develop their properties in the areas covered by these acreage dedications, or otherwise sell, exchange, farm-out or otherwise dispose of all of, or an undivided interest in, the development of the dedicated acreage, the resulting decrease in the development of reserves by our midstream customers could result in reduced volumes

serviced by us and a commensurate decline in revenues and cash flows.

If our customers fail to develop their properties in the areas covered by these acreage dedications, or otherwise sell, exchange, farm-out, or otherwise dispose of all of, or an undivided interest in, the development of the dedicated acreage, the resulting decrease in the development of reserves by our midstream customers could result in reduced volumes serviced by us and a commensurate decline in revenues and cash flows.

Additionally, the construction of additions or modifications to our existing midstream systems involves numerous regulatory, environmental, political, and legal uncertainties beyond our control and may require the expenditure of significant amounts of capital.

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There is no assurance that CNX will have sufficient cash from operations, borrowing capacity under our credit facilities, or the ability to raise additional funds in the capital markets to meet our capital requirements.

Without sufficient capital, CNX could be required to curtail the pace of the development of our natural gas properties and midstream activities, which in turn could lead to a decline in our reserves and production, and could adversely affect our business, financial condition and results of operations.

Without sufficient capital, CNX could be required

to curtail the pace of the development of our natural gas properties and midstream activities, which in turn could lead to a decline in our reserves and production, and could adversely affect our business, financial condition, and results of operations.

CNX may not be able to obtain the required personnel, services, equipment, parts, and raw materials in a timely manner, in sufficient quantities, or at reasonable costs to support our operations.

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In addition, accelerated levels of inflation, including through the introduction of new tariffs, may lead to price increases beyond CNX’s control that could lead to CNX incurring increased costs for contractors and/or materials.

For example, fuel pricing and labor shortages have led to increased ground transportation costs.

For example, fuel pricing and labor shortages could lead to increased ground transportation costs.

Accordingly, CNX cannot be assured that we will be able to obtain necessary services, drilling and completions equipment, and supplies in a timely manner or on satisfactory terms, and CNX may experience shortages of or quality assurance issues with, or increases in the costs of, drilling and completions equipment, crews, and associated supplies, equipment, and field services used in the support of our operations.

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Continued service and equipment provider consolidation poses a potential risk to CNX of increasing the likelihood of key personnel turnover within our service providers.

Service provider consolidation also poses the risk of individuals or equipment being relocated to another basin based on the service provider’s business plan.

Service provider consolidation also poses the risk of individuals or equipment being relocated to another basin, or a reduction in services provided, based on the service provider’s business plan.

Shortages may lead to escalating prices, poor service, inefficient operations, and increase the possibility of accidents due to the hiring of less experienced personnel and overuse of equipment by contractors.

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Having to pay for services we do not use decreases our cash flow and increases our costs.

Global politics can also create additional risk to CNX.

Global and national politics, including geopolitical hostilities, or natural disasters can also create additional risk to CNX.

This could lead to shortages in raw materials or finished goods, which ultimately impact CNX’s pricing and availability.

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As part of our drilling and production in Shale formations, CNX uses hydraulic fracturing processes that require access to adequate sources of water, which may not be available in proximity to our operations or at certain times of the year.

To ensure adequate water for our operations, CNX may be required to invest substantial amounts of capital in water pipelines which are used for relatively short periods of time.

adequate water for our operations, CNX may be required to invest substantial amounts of capital in water pipelines which are used for relatively short periods of time.

Increased regulation of these water pipelines could cause us to invest additional capital, alter our disposal or transportation method, or negatively affect our operations.

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Prior to the drilling of a well, however, it is the normal practice in our industry for the operator to obtain a complete title review to ensure there are no obvious defects in title to the underlying property interest, including interests acquired through any completed acquisition.

As a result of such

examinations, certain curative work may be required to correct defects in the marketability of the title and such curative work entails expense.

As a result of such examinations, certain curative work may be required to correct defects in the marketability of the title and such curative work entails expense.

Our inability to cure any title defects in a timely and cost-efficient manner may delay or prevent us from utilizing the associated mineral interest, which may adversely impact our ability in the future to increase production and reserves.

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CNX is, therefore, subject to the possibility of more onerous terms or increased costs to retain necessary land use if we do not have valid rights-of-way or if such rights-of-way lapse or terminate.

CNX may obtain the rights to construct and operate our pipelines on land owned by third parties and governmental agencies for a specific period of time.

CNX may obtain the rights to construct and operate our pipelines on land owned by third

parties and governmental agencies for a specific period of time.

Our loss of these rights, through our inability to renew the right-of-way or for other reasons, could materially adversely affect our business, financial condition, results of operations, and cash flows.

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In 2013, the EPA began regulating GHGs under the Clean Air Act to limit emissions of CO2 from natural gas-fired power plants.

Subsequently, the EPA reviewed and proposed repealing the Clean Power Plan in 2017, replacing it with the Affordable Clean Energy Rule (ACER) in 2019.

ACER was vacated on the last day of the Trump administration in January 2021.

Adopting an alternative approach, the Biden administration re-entered the United States in the Paris Climate Accord, and the EPA adopted a new Climate Adaptation Action Plan in October of 2021.

In 2022, the Inflation Reduction Act (IRA) was signed, promoting renewable energy and imposing a fee on the emission of methane above specified limits from sources required to report their emissions to the EPA beginning in calendar year 2024.

The methane charge and the incentives for renewable energy infrastructure development could increase operational costs and further accelerate the transition of the economy away from the use of natural gas towards lower carbon emissions alternatives.

As these rules and any replacements or updates thereto are adopted, changed, rescinded or modified, these rules could decrease demand for natural gas and consequently adversely affect our business and results of operations.

While the second Trump administration has taken steps in 2025 to reduce regulation of GHGs, including issuing a proposed rule to rescind the 2009 Endangerment Finding that is the basis for regulation of GHGs under the Clean Air Act, issuing a proposed rule to repeal GHG emissions standards for fossil fuel-fired electric generating units, and repealing, under the Congressional Review Act, the rule implementing the methane fee provisions of the IRA, the underlying methane fee provisions in the IRA have not been amended, and other proposals to repeal GHG-related regulations are not final.

As these rules and any replacements or updates thereto are adopted, changed, rescinded, or modified, any methane charges or incentives for renewable energy infrastructure development could increase operational costs and further accelerate the transition of the economy away from the use of natural gas towards lower carbon emissions alternatives and could decrease demand for natural gas and consequently adversely affect our business and results of operations.

The EPA has adopted regulations under existing provisions of the federal Clean Air Act that establish Prevention of Significant Deterioration, or PSD, construction and Title V operating permits for large stationary sources.

Facilities requiring PSD permits may also be required to meet “best available control technology” (BACT) standards.

Rulemaking related to GHG could alter or delay our ability (or our customers’ ability) to obtain new and/or modified air source permits.

The EPA has also adopted, changed and amended rules to control volatile organic compound emissions from certain oil and natural gas equipment and operations as part of its initiative to reduce methane emissions.

Facilities requiring PSD permits may also be required to meet “best available control technology” (BACT) standards, which could alter or delay our ability (or our customers’ ability) to obtain new and/or modified air source permits.

The EPA has also adopted, changed, and amended rules to control volatile organic compound emissions from certain oil and natural gas equipment and operations as part of a prior initiative to reduce methane emissions.

In response to subsequent judicial involvement, the EPA issued a proposed rule in July 2017 that would stay the methane rule for two years (which rule was vacated by the United States Court of Appeals for the D.C.

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These rules may result in increased costs for permitting, equipping, and monitoring methane emissions or otherwise restrict operations or increase the costs thereof.

The EPA’s March 2024 methane‑emissions standards for existing oil and natural gas facilities (Subpart OOOOc) obligate states, including Pennsylvania, to adopt regulations conforming to the federal performance guidelines covering preexisting wells, including conventional wells.

While these federal standards remain subject to change, and the Pennsylvania Department of Environmental Protection (PADEP) is still in the early stages of developing its state implementation plan, the model regulations potentially impose burdens that may render certain conventional wells uneconomic to continue to produce potentially affecting mineral rights held by production of those wells.

Additionally, some states have issued mandates to reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and potential cap-and-trade programs.

For example, Pennsylvania has taken steps to bring Pennsylvania into an eleven -state consortium of Northeastern and Mid-Atlantic States - the Regional Greenhouse Gas Initiative (RGGI) -- that sets price and declining limits on CO 2 emissions from power plants.

In December 2021, the Pennsylvania Attorney General approved a proposed regulation which would allow Pennsylvania to join RGGI;

however, the Pennsylvania

General Assembly issued a concurrent regulatory review resolution process disapproving the proposed regulation.

The regulation has been subject to challenges pending in Pennsylvania appellate courts, with one of Pennsylvania’s intermediate appellate courts ruling in November 2023 against the regulation as an improperly imposed tax in violation of the Pennsylvania Constitution.

Most of these types of programs require major sources of emissions or major producers of fuels to acquire and subsequently surrender emission allowances, with the number of allowances available being reduced each year until a target goal is achieved.

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While new laws and regulations that are aimed at reducing GHG emissions will increase demand for natural gas, they may also result in increased costs for permitting, equipping, monitoring, and reporting GHGs associated with natural gas production and use.

In addition, spurred by increasing concerns regarding climate change, the oil and natural gas industry faces growing demand for corporate transparency and a demonstrated commitment to sustainability goals.

ESG goals and programs, which typically include extralegal targets related to environmental stewardship, social responsibility, and corporate governance, have become an increasing focus of investors and stakeholders across the industry.

Finally, there are currently close to two dozen lawsuits filed on behalf of various states and municipalities seeking to hold producers of oil, natural gas and coal liable for the consequences of certain weather-related events, like rising sea levels and more frequent and severe flooding, storms and heatwaves, and seeking money damages for remedial measures aimed at eliminating or ameliorating damages caused by climate change.

In addition, spurred by concerns regarding climate change, the oil and natural gas industry continues to face demand for corporate transparency and a demonstrated commitment to sustainability goals.

Environmental, social and governance goals and programs, which typically include extralegal targets related to environmental stewardship, social responsibility, and corporate governance, have become an increasing focus of investors and stakeholders across the industry.

Finally, there are currently several dozen lawsuits filed on behalf of various states and municipalities seeking to hold producers of oil, natural gas, and coal liable for the consequences of certain weather-related events, like rising sea levels and severe flooding, storms, and heatwaves, and seeking money damages for remedial measures aimed at eliminating or ameliorating damages caused by these weather-related events.

For further discussion of pending legal proceedings, see Note 20 – Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K.

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Stream encroachment and crossing permits from the states in which we operate and/or the Army Corps of Engineers (ACOE) are often required for the location of or certain impacts these pipelines cause to streams and wetlands.

The EPA and the ACOE have developed a rule that revised the definition of “waters of the United States” under the Clean Water Act.

Beginning in 2018, the EPA and ACOE issued various revisions to the rule before publishing the final rule on January 18, 2023, which became effective on March 20, 2023.

Not long after, on May 25, 2023, a United States Supreme Court ruling further modified the definition of “waters of the United States.” While CNX cannot at this time predict how this rule will be enforced, such rulemaking, its enforcement, and future revisions to, or replacement of, the rulemaking could lead to additional mitigation costs and severely limit CNX’s operations.

The EPA and ACOE have periodically revised the definition of “waters of the United States” under the Clean Water Act, most recently through a 2023 rule which led to a subsequent modification through a United States Supreme Court decision.

In 2025, the agencies proposed a narrower definition.

While the outcome remains uncertain, future rulemaking and enforcement could increase mitigation costs and restrict operations.

The foregoing and other regulations applicable to the natural gas industry are under constant review for modification, amendment, or expansion at both the federal and state levels.

Any future changes may increase the costs of producing natural gas and other hydrocarbons, which would adversely impact our cash flows and results of operations.

For example, hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons from tight unconventional

Shale formations.

For example, hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons from tight unconventional Shale formations.

The process involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production.

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The disposal of flowback and produced water and other wastes in underground injection disposal wells is regulated by the EPA under the federal Safe Drinking Water Act and by various states in which we conduct operations under counterpart state laws and regulations.

The imposition of new environmental initiatives and regulations could include restrictions on our ability to conduct hydraulic fracturing operations or to dispose of waste resulting from such operations.

The imposition of new environmental initiatives and regulations, including with respect to waste disposal facilities, could include restrictions on our ability to conduct hydraulic fracturing operations or to dispose of waste resulting from such operations.

Public interest in the protection of the environment has increased dramatically in recent years.

The trend of more expansive and stringent environmental legislation and regulations applied to the oil and natural gas industry could continue, potentially resulting in increased costs of doing business and consequently affecting profitability.

While the federal government has issued proposed rules in 2025 to ease certain requirements, these rules are not final, and the trend of more expansive and stringent environmental legislation and regulations applied to the oil and natural gas industry could continue, potentially resulting in increased costs of doing business and consequently affecting profitability.

Please read “Laws and Regulations” under Item 1 of Part I of this Form 10-K.

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Pennsylvania, under Act 127 of 2011, authorized Public Utility Commission (PUC) to oversee Class I gathering lines, and required standards and fees for Class II and Class III pipelines.

The State of Ohio also moved to regulate natural gas gathering lines in a similar manner pursuant to Ohio Senate Bill 315 (SB315).

In 2012, the State of Ohio also moved to regulate natural gas gathering lines in a similar manner pursuant to Ohio Senate Bill 315 (SB315).

SB315 expanded the Ohio PUC’s authority over rural natural gas gathering lines.

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Although this ordinance is being challenged, local and statewide efforts to increase setback requirements could gain momentum as a result.

Additionally, the Pennsylvania Environmental Quality Board (EQB) is considering a rulemaking petition submitted by the Protective Buffers PA coalition, which includes environmental and public health organizations, to increase statewide setback distances for natural gas wells.

Additionally, the Pennsylvania Environmental Quality Board (EQB) is considering a rulemaking petition submitted by certain environmental and public health organizations, to increase statewide setback distances for natural gas wells.

This local movement may spread throughout Pennsylvania based on the Cecil Township ordinance.

Local ordinances that exceed current state law setbacks are a risk to our ability to operate in certain localities.

For additional detail regarding the risks to our business resulting from governmental regulation, see Risk Factor titled, “ 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.

Any such regulation that may be implemented, as well as uncertainty concerning such regulation and public policy pressures, could adversely impact the market for natural gas,

as well as for our securities” (See Note 20 – Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion of pending legal proceedings).

Any such regulation that may be implemented, as well as uncertainty concerning such regulation and public policy pressures, could adversely impact the market for natural gas, as well as for our securities” (See Note 20 – Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion of pending legal proceedings).

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.

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In October 2019, PHMSA issued a final rule, effective July 2020, regarding hazardous pipeline safety regulations that significantly extends the integrity management requirements to previously exempt pipelines and imposes additional obligations on hazardous liquid pipeline operators that are already subject to the integrity management requirements.

A further amendment of the rule addressing, among other things, integrity management provisions, pipeline corrosion control requirements, and addressing repair criteria for high consequent and non-high consequence areas became effective May 5, 2023.

A further amendment of the rule addressing, among other things, integrity management provisions, pipeline corrosion control requirements, and addressing repair criteria for high consequence and non-high consequence areas became effective May 5, 2023.

While portions of the rule were struck down by the United States Court of Appeals for the D.C.

Circuit, the majority of the rule remains unchanged.

In 2025, PHMSA requested comments on whether to repeal or amend any of the safety, transportation, and operational rules, but it has not yet proposed any modifications.

In October 2019, PHMSA published a final rule that significantly modifies existing regulations related to reporting, impact, design, construction, maintenance, operations, and integrity management of gas transmission and gathering pipelines.

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The adoption of these regulations, which may apply different and/or more comprehensive or stringent safety standards than CNX has been subject to, could require us to install new or modified safety controls, pursue new capital projects, or conduct maintenance programs on an accelerated basis, all of which could require us to incur increased operational costs that could be significant.

In 2025, PHMSA requested comments on whether to repeal or amend any of these rules, but it has not yet proposed any modifications.

While CNX cannot predict the outcome of legislative or regulatory initiatives, such legislative and regulatory changes could have a material effect on our cash flow.

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federal or state income tax laws that would eliminate or postpone certain tax deductions that are currently available with respect to natural gas exploration and development could negatively affect our financial condition and results of operations.

For example, previous tax law legislation decreased the regular U.S.

federal income tax rate, limited the ability of corporations to take certain interest deductions, increased the limitation on deductibility of executive compensation, and decreased a corporation’s ability to take deductions for capital expenditures.

Additionally, legislation has been proposed from time to time in the states in which we operate - primarily Pennsylvania, Ohio, Virginia and West Virginia - that would impose additional taxes or increase taxes on the production from our wells.

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Additionally, any significant variance in our interpretation of current income tax laws, including as result of the release of any Treasury Regulations or other interpretive guidance or a challenge of one or more of our tax positions by the IRS or other tax authorities could affect our tax position.

While CNX expects to be able to utilize our NOL carryforwards and generate deductions to offset our future taxable income, in the event that deductions are not generated as expected, one or more of our tax positions are successfully challenged by the IRS (in a tax audit or otherwise), or our NOL

carryforwards are subject to future limitations, our future tax liability may be greater than expected.

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.

We expect environmental attributes (including but not limited to carbon credits, air quality credits, renewable or alternative energy credits, alternate energy credits, methane capture credits, methane performance certificates, emission reductions, differentiated energy attribute tokens, production tax credits, investment tax credits, grants, energy attribute certificates, carbon intensity claims, renewable thermal certificates, offsets and/or allowances) to continue to grow as a source of future revenue.

These new markets are volatile and have significant risk associated with current policy and market conditions.

We have limited experience in marketing and selling environmental attributes and as such, our ability to sell environmental attributes or credits is currently dependent on third parties to market them on our behalf.

Furthermore, there can be no assurance that our environmental attributes will generate significant revenue, as pricing continues to be volatile and program qualification requirements can change.

Additionally, the value of environmental attributes may fluctuate based on 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.

CNX also does not have control over the availability of environmental attributes, competition for those attributes, markets for those attributes, or pricing and other terms related to such attributes.

The value of environmental attributes may also be adversely affected by eligibility determinations, policies, conditional restrictions, mischaracterizations, uncertainty, or penalties associated with certain legislative, agency, registry, verifier, certification system, or judicial determinations, updates or rulemakings.

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.

We expect environmental attributes (including but not limited to carbon credits, air quality credits, renewable or alternative energy credits, alternate energy credits, methane capture credits, methane performance certificates, emission reductions, differentiated energy attribute tokens, grants, energy attribute certificates, carbon intensity claims, renewable thermal certificates, offsets and/or allowances) to continue to grow as a source of future revenue, and to be able to pursue various state and federal incentives and tax credits (including production tax credits and investment tax credits).

These markets are volatile and have significant risk associated with policy changes, political uncertainty and market conditions.

Our ability to market and sell certain of our environmental attributes and derived credits is currently dependent on third parties who we have engaged to generate, verify, and market on our behalf.

Furthermore, there can be no assurance that our environmental attributes will generate significant revenue, as pricing is volatile and program qualification or eligibility requirements can change.

Additionally, the generation and qualification of environmental attributes and derived credits are subject to general operational risks and hazards associated with the development of natural gas which are further described in other parts of this risk summary.

The value of environmental attributes or derived credits may fluctuate and the associated revenue or benefit can vary depending on a number of factors, including the market for these credits, legislative changes, eligibility and transferability requirements, changes to voluntary or compliance programs under which environmental attributes or derived credits are generated and sold, and our ability to strictly comply with the programs under which the attributes can be sold.

In addition to potential counterparty risk, CNX also does not have control over the availability of environmental attributes, competition for those attributes, markets for those attributes, or pricing and other terms related to such attributes.

The value of environmental attributes or derived credits may also be adversely affected by eligibility determinations, policies, conditional restrictions, mischaracterizations, uncertainty, IRS disallowance, or penalties associated with certain legislative, agency, registry, verifier, certification system, or judicial determinations, updates, or rulemakings.

These and other factors could impact our future results of operations and cash flows.

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Responding to investigations or defending these actions, especially purported class actions, can be costly and can distract management.

For example, CNX is a party to four climate change lawsuits being pursued by communities against fossil fuel producers relating to climate change, which are beginning to gain prevalence in the courts.

For example, CNX is a party to four climate change lawsuits being pursued by communities against fossil fuel producers relating to climate change.

There is also the possibility that CNX may become involved in future investigations or suits regarding its business activities.

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Our current long-term debt obligations, and the terms of the agreements that govern that debt and the risks associated therewith, could adversely affect our business, financial condition, liquidity, and results of operations.

As of December 31, 2024, CNX’s total long-term indebtedness was approximately $2.2 billion, excluding unamortized debt issuance costs, of which approximately (i) $500 million of 6.00% Senior Notes due 2029, (ii) $500 million was under our 7.375% Senior Notes due 2031 less $5 million of unamortized discount, (iii) $400 million of 7.25% Senior Notes due 2032 less $4 million of unamortized discount, (iv) $400 million of 4.75% Senior Notes due 2030 issued by our midstream business, less $3 million of unamortized bond discount (CNX is not a guarantor of these notes), (v) $331 million of 2.25% Convertible Senior Notes due 2026 less $3 million of unamortized discount and issuance cost, (vi) $16 million in outstanding borrowings under our midstream revolver (CNX is not a guarantor of this revolving credit facility), and (vii) $43 million in outstanding borrowings under our senior secured credit facility (the “CNX Credit Facility”).

As of December 31, 2025, CNX’s total long-term indebtedness was approximately $2.4 billion, including senior notes, convertible notes, and borrowings under revolving credit facilities, excluding unamortized debt issuance costs.

The degree to which CNX is leveraged could have important consequences, including, but not limited to:

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• limiting our ability to implement our business strategy.

On January 21, 2025, the Company closed on a private offering of $200 million aggregate principal amount of additional 7.25% senior notes due 2032 at a price of 100.5% of par, plus accrued interest from September 1, 2024 to the date of closing.

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.

Our senior secured revolving credit facility and the indentures governing certain of our senior notes limit the incurrence of additional indebtedness unless specified tests or exceptions are met, subject our operations to compliance with certain financial covenants on a quarterly basis, and impose a number of restrictions upon us, such as restrictions on granting liens on our assets, making investments, paying dividends, stock repurchases, selling assets and engaging in acquisitions.

Failure to comply with these covenants could result in an event of default that, if not cured or waived, could materially adversely affect us.

The agreement governing the CNX Credit Facility and the indentures governing certain of our senior notes limit the incurrence of additional indebtedness unless specified tests or exceptions are met, subject our operations to compliance with certain financial covenants on a quarterly basis, and impose a number of restrictions upon us, such as restrictions on granting liens on our assets, making investments, paying dividends, stock repurchases, selling assets, and engaging in acquisitions.

Failure to comply with these covenants could result in an event of default that, if not cured or waived, could materially

adversely affect us.

Further, CNX Midstream Partners LP’s (CNXM) existing $600 million revolving credit facility and $400 million of 4.75% Senior Notes, neither of which are guaranteed by CNX, subjects CNXM to similar financial and/or other restrictive covenants and other restrictions.

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In connection with establishing their initial hedges of the capped call transactions, these financial institutions or their respective affiliates purchased shares of our common stock and/or entered into various derivative transactions with respect to our common stock, and they may modify their hedge positions by entering into or unwinding various derivatives and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the Convertible Notes (and are likely to do so during any observation period related to a conversion of Convertible Notes).

CNX will be subject to the unsecured risk that the financial institutions might default under the capped call transactions.

Further, CNX will be subject to the unsecured risk that the financial institutions might default under the capped call transactions.

If a counterparty becomes subject to insolvency proceedings with respect to such counterparty’s obligations under the relevant capped call transaction, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with that counterparty.

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In addition, if a takeover constitutes a “make-whole fundamental change” (as defined in the indenture), then CNX may be required to temporarily increase the conversion rate.

In either case, and in other cases, our obligations under the Convertible Notes and the

indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us, including in a transaction that noteholders or holders of our common stock may view as favorable.

In either case, and in other cases, our obligations under the Convertible Notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us, including in a transaction that noteholders or holders of our common stock may view as favorable.

Risks Related to Strategic Transactions

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Our future growth prospects are dependent upon our ability to identify optimal strategies for investing our capital resources to produce superior rates of return.

In developing our business plan, we consider allocating capital and other resources to various aspects of our businesses including well development, reserve acquisitions, exploratory activity, corporate items (including share and debt repurchases) and other alternatives, including investments into new proprietary technologies and strategies surrounding the generation and monetization of environmental attributes from our operations, including but not limited to carbon credit offsets.

In developing our business plan, we consider allocating capital and other resources to various aspects of our businesses including well development, reserve acquisitions, exploratory activity, corporate items (including share and debt repurchases), and other alternatives, including investments into new proprietary technologies and strategies surrounding the generation and monetization of environmental attributes from our operations, including but not limited to credits derived from environmental attributes.

We also consider our likely sources of capital, including cash generated from operations and borrowings under our credit facilities.

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In the future, CNX may make acquisitions of assets or businesses that complement or expand our current business.

For example, on January 27, 2025, CNX completed the Apex Transaction (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).

No assurance can be given that CNX will be able to identify suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire the identified targets.

The success of any completed acquisition, including the Apex Transaction, will depend on our ability to effectively integrate the acquired business into our existing operations and to identify and appropriately manage any liabilities assumed as part of the acquisition.

The success of any completed acquisition will depend on our ability to effectively integrate the acquired business into our existing operations and to identify and appropriately manage any liabilities assumed as part of the acquisition.

The process of integrating acquired businesses or assets may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources.

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Any determinations to repurchase shares of our common stock will be at the discretion of our board of directors based upon a review of all relevant considerations.

CNX currently has a repurchase program in place authorized by our board of directors, which is not subject to an expiration date, and for which $1.0 billion remains available for repurchases as of February 4, 2025.

The Company’s stock repurchase program was initially announced on September 5, 2017, pursuant to authorization from the Company’s Board of Directors.

As of December 31, 2025, total authorization under the program was $2.9 billion, of which approximately $0.4 billion remained available.

On January 29, 2026, the Company announced that its Board of Directors approved an additional $2.0 billion increase to the Company's existing authorization.

Following the announcement, the amount available for repurchases was approximately $2.4 billion.

The repurchase program does not require us to acquire any specific number of shares.

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If a joint venture partner is unable or fails to pay its portion of development costs or if a third-party operator does not operate in accordance with our expectations, our costs of operations could be increased.

CNX could also incur liability as a result of actions taken or not taken by a joint venture partner or third-party operator.

CNX could also incur liability as a

result of actions taken or not taken by a joint venture partner or third-party operator.

Disputes between us and the other party may result in litigation or arbitration that would increase our expenses, delay or terminate projects, and distract our officers and directors from focusing their time and effort on our business.

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.

If we are required to pay under these indemnities to CONSOL Energy, our financial results could be negatively impacted.

The CONSOL Energy indemnity may not be sufficient to hold us harmless from the full amount of liabilities for which CONSOL Energy has been allocated responsibility, and CONSOL Energy may not be able to satisfy its indemnification obligations in the future.

Pursuant to the Separation and Distribution Agreement and certain other agreements with CONSOL Energy, CNX and CONSOL Energy have agreed to indemnify the other for certain liabilities in each case for uncapped amounts.

We remain liable as a guarantor on certain liabilities that were assumed by CONSOL Energy in connection with the separation.

The estimated value of these guarantees was approximately $103 million as of December 31, 2024.

Although CONSOL Energy agreed to indemnify us to the extent that we are called upon to pay any of these liabilities, there is no assurance that CONSOL Energy will satisfy its obligations to indemnify us in these situations.

Indemnities that CNX may be required to provide CONSOL Energy are not subject to any cap, may be significant and could negatively impact our business.

Third parties could also seek to hold us responsible for any of the liabilities that CONSOL Energy has agreed to retain, including in respect of certain statutory obligations related to, among others, health and environmental matters.

For example, see disclosure in Note 20 – Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion regarding a lawsuit filed by the UMWA 1992 Benefit Plan against CNX and CONSOL Energy in May 2020.

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

If we are required to pay under these indemnities to Core, our financial results could be negatively impacted.

The Core indemnity may not be sufficient to hold us harmless from the full amount of liabilities for which Core has been allocated responsibility, and Core may not be able to satisfy its indemnification obligations in the future.

Pursuant to the Separation and Distribution Agreement and certain other agreements with Core, CNX and Core have agreed to indemnify the other for certain liabilities in each case for uncapped amounts.

We remain liable as a guarantor on certain liabilities that were assumed by Core in connection with the separation.

Although Core agreed to indemnify us to the extent that we are called upon to pay any of these liabilities, there is no assurance that Core will satisfy its obligations to indemnify us in these situations.

Indemnities that CNX may be required to provide Core are not subject to any cap, may be significant and could negatively impact our business.

Third parties could also seek to hold us responsible for any of the liabilities that Core has agreed to retain, including in respect of certain statutory obligations related to, among others, health and environmental matters.

Any amounts we are required to pay pursuant to these indemnification obligations and other liabilities could require us to divert cash that would otherwise have been used in furtherance of our operating business.

Further, the indemnity from CONSOL Energy may not be sufficient to protect us against the full amount of such liabilities, and CONSOL Energy may not be able to fully satisfy its indemnification obligations.

Moreover, even if we ultimately succeed in recovering from CONSOL Energy any amounts for which we are held liable, CNX may be temporarily required to bear such losses.

Further, the indemnity from Core may not be sufficient to protect us against the full amount of such liabilities, and Core may not be able to fully satisfy its indemnification obligations.

Moreover, even if we ultimately succeed in recovering from Core any amounts for which we are held liable, CNX may be temporarily required to bear such losses.

Each of these risks could negatively affect our business, results of operations, and financial condition.

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A cybersecurity incident could result in information theft, data corruption, operational disruption, including environmental and safety issues resulting from a loss of control of field equipment and assets, and/or financial loss.

Consequently, it is possible that any of these occurrences, or a combination of them, could materially adversely affect our business, financial condition and impact our production.

Consequently, it is possible that any of these occurrences, or a combination of them, could materially adversely affect our business or financial condition and impact our production.

The natural gas industry, and our business partners have become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications and services, and third-party risk management and oversight to operate our businesses, process and record financial and operating data, market our natural gas, arrange transportation, communicate with our employees and business partners, analyze geologic and operational information, estimate quantities of natural gas reserves, monitor and control our field equipment and assets, and perform other activities related to our businesses.

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Cyber-attacks and cybersecurity incidents may continue to evolve in frequency and complexity.

While no industry is immune, industrial networks have come under increased targeted attacks recently (such as Colonial Pipeline and JBS Foods Group).

While no industry is immune, industrial networks have come under increased targeted attacks recently.

This has led to increased scrutiny by cyber insurance carriers.

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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 1A. Risk Factors