5 unchanged sentences
Consolidated Balance Sheets at December 31, 20 2 5 and 202 4
−Removed: Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024, 2023 and 2022 73
+Added: Co n solidated Statements of Stockholders' Equity for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
3 unchanged sentences
Opinion on the Financial Statements
−Removed: 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”).
+Added: We have audited the accompanying consolidated balance sheets of CNX Resources Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.
41 unchanged sentences
Natural Gas, NGLs and Oil Revenue $ 1,913,728 $ 1,186,077 $ 1,302,218
−Removed: (Loss) Gain on Commodity Derivative Instruments ( 172,405 ) 1,928,652 ( 2,663,775 )
+Added: Gain (Loss) on Commodity Derivative Instruments 96,661 ( 172,405 ) 1,928,652
Purchased Gas Revenue 45,349 59,467 74,218
16 unchanged sentences
Other Expense
−Removed: Other (Income) Expense ( 6,126 ) 9,008 9,859
+Added: Other Expense (Income) 13,716 ( 6,126 ) 9,008
Gain on Asset Sales and Abandonments, net ( 97,168 ) ( 24,715 ) ( 132,372 )
3 unchanged sentences
Total Costs and Expenses 1,436,193 1,387,148 1,212,023
−Removed: (Loss) Income Before Income Tax ( 120,362 ) 2,222,925 ( 211,947 )
−Removed: Income Tax (Benefit) Expense ( 29,868 ) 502,209 ( 69,870 )
−Removed: Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
−Removed: (Loss) Earnings Per Share
+Added: Income (Loss) Before Income Tax 802,941 ( 120,362 ) 2,222,925
+Added: Income Tax Expense (Benefit) 169,779 ( 29,868 ) 502,209
+Added: Net Income (Loss) $ 633,162 $ ( 90,494 ) $ 1,720,716
+Added: Earnings (Loss) Per Share
Basic $ 4.48 $ ( 0.60 ) $ 10.59
7 unchanged sentences
2025 2024 2023
−Removed: Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
−Removed: Other Comprehensive (Loss) Income:
+Added: Net Income (Loss) $ 633,162 $ ( 90,494 ) $ 1,720,716
+Added: Other Comprehensive Income (Loss):
Actuarially Determined Long-Term Liability Adjustments (Net of tax:
1 unchanged sentence
33 1,589 ( 788 )
−Removed: Comprehensive (Loss) Income $ ( 88,905 ) $ 1,719,928 $ ( 134,067 )
+Added: Comprehensive Income (Loss) $ 633,195 $ ( 88,905 ) $ 1,719,928
The accompanying notes are an integral part of these financial statements.
53 unchanged sentences
Finance Lease Obligations (Note 13)
+Added: 24,991 21,040
Operating Lease Obligations (Note 13)
26 unchanged sentences
December 31, 2022 $ 1,712 $ 2,506,269 $ 448,993 $ ( 6,513 ) $ 2,950,461
−Removed: Net Loss — — ( 142,077 ) — ( 142,077 )
+Added: Net Income — — 1,720,716 — 1,720,716
Issuance of Common Stock 2 1,758 — — 1,760
2 unchanged sentences
Amortization of Stock-Based Compensation Awards 9 20,226 — — 20,235
−Removed: Other Comprehensive Income — — — 8,010 8,010
−Removed: Cumulative Effect of Adoption of New Accounting Standard — ( 78,284 ) 18,947 — ( 59,337 )
+Added: 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
−Removed: Net Income — — 1,720,716 — 1,720,716
+Added: Net Loss — — ( 90,494 ) — ( 90,494 )
Issuance of Common Stock 4 2,685 — — 2,689
2 unchanged sentences
Amortization of Stock-Based Compensation Awards 10 20,081 — — 20,091
−Removed: Other Comprehensive Loss — — — ( 788 ) ( 788 )
+Added: Other Comprehensive Income — — — 1,589 1,589
December 31, 2024 $ 1,490 $ 2,348,959 $ 1,753,293 $ ( 5,712 ) $ 4,098,030
December 31, 2024 $ 1,490 $ 2,348,959 $ 1,753,293 $ ( 5,712 ) $ 4,098,030
−Removed: Net Loss — — ( 90,494 ) — ( 90,494 )
+Added: Net Income — — 633,162 — 633,162
Issuance of Common Stock 3 2,091 — — 2,094
Purchase and Retirement of Common Stock ( 169 ) ( 139,685 ) ( 388,219 ) — ( 528,073 )
+Added: Convertible Debt Exchange for Shares 95 122,003 — — 122,098
Shares Withheld for Taxes — — ( 14,007 ) — ( 14,007 )
8 unchanged sentences
2025 2024 2023
−Removed: Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
−Removed: Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities:
+Added: Net Income (Loss) $ 633,162 $ ( 90,494 ) $ 1,720,716
+Added: Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization 574,114 485,754 433,586
3 unchanged sentences
Loss on Debt Extinguishment 842 7,043 —
−Removed: Loss (Gain) on Commodity Derivative Instruments 172,405 ( 1,928,652 ) 2,663,775
−Removed: Loss (Gain) on Other Derivative Instruments 1,099 3,463 ( 10,348 )
−Removed: Net Cash Received (Paid) in Settlement of Commodity Derivative Instruments 307,939 79,523 ( 1,735,115 )
+Added: (Gain) Loss on Commodity Derivative Instruments ( 96,661 ) 172,405 ( 1,928,652 )
+Added: Loss on Other Derivative Instruments — 1,099 3,463
+Added: Net Cash (Paid) Received in Settlement of Commodity Derivative Instruments ( 143,536 ) 307,939 79,523
Deferred Income Taxes 161,210 ( 33,869 ) 497,432
3 unchanged sentences
Supplies Inventories ( 11,629 ) 5,274 7,310
−Removed: Recoverable Income Taxes — — 72
Prepaid Expenses ( 3,038 ) ( 675 ) 1,227
10 unchanged sentences
Investment in Equity Affiliates 4,019 ( 4,871 ) —
+Added: Apex Acquisition (Net of Cash Acquired) ( 517,599 ) — —
Net Cash Used in Investing Activities ( 900,913 ) ( 484,469 ) ( 509,377 )
12 unchanged sentences
Net Cash Used in Financing Activities ( 169,653 ) ( 276,680 ) ( 326,089 )
−Removed: Net Increase (Decrease) in Cash and Cash Equivalents 54,630 ( 20,878 ) 17,756
−Removed: Cash and Cash Equivalents at Beginning of Period 443 21,321 3,565
+Added: Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash ( 41,609 ) 54,630 ( 20,878 )
+Added: Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 55,073 443 21,321
Cash, Cash Equivalents, and Restricted Cash at End of Period $ 13,464 $ 55,073 $ 443
14 unchanged sentences
Actual results could differ from those estimates.
−Removed: 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.
+Added: 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, and the fair value of derivative instruments.
Cash and Cash Equivalents:
1 unchanged sentence
Restricted Cash:
−Removed: 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.
−Removed: 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.
−Removed: See Note 22 – Subsequent Event for more information.
−Removed: There were no such restrictions on cash as of December 31, 2023.
+Added: Restricted cash of $ 12,685 and $ 37,875 as of December 31, 2025 and 2024, respectively, consists of funds that the Company was contractually obligated to maintain in an escrow account in accordance with the terms of the purchase agreement to acquire the natural gas upstream and associated midstream business of Apex Energy II, LLC, as well as, funds that the Company was contractually obligated to maintain in an escrow account in accordance with the terms of the purchase agreement to acquire various rights-of-way, surface acreage and other oil and gas royalty interests from a third party.
+Added: See Note 4 – Acquisitions and Dispositions for more information.
Trade Accounts Receivable and Allowance for Credit Losses:
152 unchanged sentences
Recent Accounting Pronouncements:
−Removed: In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-04 - Debt with Conversion and Other Options (Subtopic 470-20).
−Removed: This update clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion.
+Added: In December 2025, the FASB issued Accounting Standards Update (ASU) 2025-11 - Interim Reporting - Narrow-Scope Improvements.
+Added: The amendments in this ASU clarify interim disclosure requirements and the applicability of Topic 270.
+Added: It does not fundamentally change the nature of interim reporting or expand/reduce disclosure requirements but makes the guidance easier to navigate and apply.
+Added: This ASU compiles as list of required interim disclosures from across the GAAP Codification into ASC 270, making it easier for preparers to identify what disclosures are required for interim periods.
+Added: The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.
+Added: The Company is still evaluating the impact of the adoption of this ASU.
+Added: In July 2025, the FASB issued ASU 2025-05 Financial Instruments - Credit Losses- Measurement of Credit Losses for Accounts Receivable and Contract Assets.
+Added: This ASU amends the current expected credit loss (CECL) model for current accounts receivable and contract assets arising from transactions accounted for under Topic 606.
+Added: In developing reasonable and supportable forecasts as part of estimating expected credit losses, a practical expedient may be elected that assumes the current conditions of the balance sheet date do not change for the remaining life of the asset.
+Added: The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods.
+Added: The Company is still evaluating the impact of the adoption of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-04 - Debt with Conversion and Other Options (Subtopic 470-20).
+Added: This ASU 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.
−Removed: 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.
−Removed: Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06.
−Removed: 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.
+Added: The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
+Added: Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06.
+Added: The Company does not anticipate a material impact from this ASU given the maturity schedule of CNX’s Convertible Notes.
+Added: See Note 12 – Long-Term Debt for more information.
In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).
1 unchanged sentence
(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.
−Removed: 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.
−Removed: Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of the adoption of this guidance.
−Removed: In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures.
−Removed: 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.
−Removed: The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures.
−Removed: The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024 on a prospective basis.
+Added: The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of the adoption of this guidance.
−Removed: 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.
−Removed: See Note 21 – Segment Information for the impact of adoption of ASU 2023-07 - Segment Reporting - Improvements to Reportable Segment Disclosures.
+Added: The Company is still evaluating the impact of the adoption of this ASU.
+Added: See Note 6 – Income Taxes for the impact of adoption of ASU 2023-09 - Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures .
Reclassifications:
2 unchanged sentences
The Company has evaluated all subsequent events through the date the financial statements were issued.
−Removed: See Note 22 – Subsequent Event for more information.
NOTE 2— EARNINGS PER SHARE:
11 unchanged sentences
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.
−Removed: The Company expects to settle the principal amount of the Convertible Notes in cash.
−Removed: 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).
+Added: On January 28, 2026, in accordance with the indenture governing the Convertible Notes, CNX issued a notice of settlement method election for all of the outstanding Convertible Notes providing that CNX would settle any of the Convertible Notes outstanding by issuing shares of the company's common stock, together, if applicable, with cash in lieu of fractional shares, as provided for in the indenture.
+Added: Accounting Standards Update (“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.
1 unchanged sentence
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.
+Added: The Convertible Notes have been excluded from the computation of diluted earnings per share for the year ended December 31, 2024 as the effect of including these shares in the calculation would have been anti-dilutive.
+Added: When the convertible notes are dilutive, interest on Convertible Notes, net of tax, is added back to net income in order to calculate diluted earnings available to shareholders.
+Added: The table below sets forth the potential common shares issuable upon conversion of the Convertible Notes that were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive:
+Added: For the Years Ended December 31,
+Added: Convertible Notes
+Added: — 25,751,869 —
The computations for basic and diluted loss per share are as follows:
1 unchanged sentence
2025 2024 2023
−Removed: Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
−Removed: Basic (Loss) Earnings Available to Shareholders $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
+Added: Net Income (Loss) $ 633,162 $ ( 90,494 ) $ 1,720,716
+Added: Basic Earnings (Loss) Available to Shareholders $ 633,162 $ ( 90,494 ) $ 1,720,716
Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax) 5,782 — 5,758
−Removed: Diluted (Loss) Earnings Available to Shareholders $ ( 90,494 ) $ 1,726,474 $ ( 142,077 )
+Added: Diluted Earnings (Loss) Available to Shareholders $ 638,944 $ ( 90,494 ) $ 1,726,474
Weighted-Average Shares of Common Stock Outstanding 141,453,847 151,306,438 162,490,245
5 unchanged sentences
Weighted-Average Diluted Shares of Common Stock Outstanding 160,352,521 151,306,438 192,013,989
−Removed: (Loss) Earnings Per Share:
+Added: Earnings (Loss) Per Share:
Basic $ 4.48 $ ( 0.60 ) $ 10.59
7 unchanged sentences
Retirement of Common Stock (2) ( 16,869,709 ) ( 7,175,674 ) ( 17,564,524 )
+Added: Issuance related to Convertible Debt (3) 9,509,188 — —
Balance, End of Year 142,590,509 148,879,640 154,382,880
1 unchanged sentence
(2) See Note 5 – Stock Repurchase for additional information.
+Added: (3) See Note 12 – Long-Term Debt for additional information.
NOTE 3— REVENUE FROM CONTRACTS WITH CUSTOMERS:
7 unchanged sentences
The fixed consideration is allocated to each performance obligation on a relative standalone selling price basis.
−Removed: For these contracts, the Company generally concludes that the fixed price or fixed differentials in the contracts are representative of the standalone selling price.
+Added: For these contracts, the Company generally concludes that the fixed price or fixed differentials in the contracts are representative of the standalone
+Added: 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.
−Removed: 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.
+Added: When 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.
16 unchanged sentences
Other Sources of Revenue and Other Operating Income:
−Removed: (Loss) Gain on Commodity Derivative Instruments ( 172,405 ) 1,928,652 ( 2,663,775 )
+Added: Gain (Loss) on Commodity Derivative Instruments 96,661 ( 172,405 ) 1,928,652
Other Revenue and Operating Income 183,396 193,647 129,860
10 unchanged sentences
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.
−Removed: 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
−Removed: performance obligation to which it relates.
+Added: 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 performance obligation to which it relates.
Therefore, any remaining variable consideration in the transaction price is allocated entirely to wholly unsatisfied performance obligations.
11 unchanged sentences
NOTE 4— ACQUISITIONS AND DISPOSITIONS:
−Removed: 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.
−Removed: The net gain was offset, in part, by the sale of a non-core pipeline to a third party.
+Added: On January 27, 2025, the Company completed the acquisition of Apex Energy II, LLC ("the Apex Transaction") for total cash consideration of approximately $ 517,599 , net of $ 1,588 of cash received.
+Added: In May 2025, CNX finalized the initial post-closing adjustments and based on the outcome and the expectation of no further material adjustments, recorded a short-term payable of $ 10,100 .
+Added: This payable represents the estimated final settlement amount due under the terms of the purchase agreement.
+Added: The restricted cash balance will be used to satisfy this obligation.
+Added: The Apex Transaction was classified as an asset acquisition under GAAP as substantially all the fair value of the acquired assets is concentrated in a group of similar identifiable assets, which are primarily oil and gas properties, wells, and well-related equipment.
+Added: Therefore, the properties were recorded at the total consideration paid, including purchase price adjustments and capitalized transaction costs.
+Added: The purchase price was allocated to the assets and liabilities acquired based on their estimated relative fair value as of the acquisition date, with approximately $ 523,256 of the purchase price allocated to proved oil and gas properties, wells, and well-related equipment.
+Added: The Apex Transaction expands CNX's existing Shale undeveloped leasehold in the central Pennsylvania region and provides an existing infrastructure footprint that can be leveraged for future development.
+Added: During the year ended December 31, 2025, CNX acquired various rights-of-way, surface acreage and other oil and gas royalty interests from a third party for net cash proceeds of $ 24,250 and subject to certain post-closing adjustments.
+Added: The net cash proceeds are included in Capital Expenditures in the Consolidated Statements of Cash Flows.
+Added: During the year ended December 31, 2025, CNX sold approximately 7,500 acres of Marcellus Shale rights primarily located in Monroe County, Ohio to a third party for net cash proceeds of $ 57,086 and subject to certain post-closing adjustments.
+Added: The net cash proceeds are included in Proceeds from Asset Sales in the Consolidated Statements of Cash Flows.
+Added: The net gain on the transaction of $ 57,086 is included in the Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income.
+Added: During the year ended December 31, 2024, CNX closed on 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.
1 unchanged sentence
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.
−Removed: 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 .
+Added: 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, 2025, 2024 and 2023 include the sale of various non-core assets (rights-of-way, surface acreage and other non-operated oil and gas interests and assets), none of which were individually material.
NOTE 5— STOCK REPURCHASE:
−Removed: 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.
−Removed: As of December 31, 2024, the amount available under the stock repurchase program is $ 951,003 and is not subject to an expiration date.
+Added: The Company’s stock repurchase program was initially announced on September 5, 2017, pursuant to authorization from the Company’s Board of Directors.
+Added: The Board has periodically increased the authorized dollar amount under the program since its inception.
+Added: As of December 31, 2025, total authorized repurchases were $ 2,900,000 of which $ 428,014 remained available.
+Added: On January 29, 2026, the Company announced that its Board of Directors approved a $ 2,000,000 increase to the Company's existing stock repurchase program.
+Added: This approval increased the dollar amount of common stock currently available to be repurchased under the Company’s existing stock repurchase program to approximately $ 2,400,000 on the date of announcement.
+Added: The stock repurchase program is not subject to a termination date or 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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 .
−Removed: During the year ended December 31, 2023, 17,564,524 shares were repurchased and
−Removed: retired at an average price of $ 18.14 per share for a total cost of $ 321,867 .
−Removed: The one-percent excise tax under the Inflation Reduction Act of 2022 is included in total costs for both periods.
−Removed: 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 .
+Added: The 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.
+Added: During the year ended December 31, 2025, 16,869,709 shares were repurchased and retired at an average price of $ 31.00 per share for a total cost of $ 528,073 , including excise taxes.
+Added: 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 , including excise taxes.
+Added: During the year ended December 31, 2023, 17,564,524 shares were repurchased and retired at an average price of $ 18.14 per share for a total cost of $ 321,867 , including excise taxes.
NOTE 6— INCOME TAXES:
−Removed: Income tax (benefit) expense provided on earnings consisted of:
+Added: In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures.
+Added: 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.
+Added: The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures.
+Added: The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024 and may be applied prospectively or retrospectively.
+Added: Effective for the year ended December 31, 2025, we have retrospectively adopted this guidance, which did not have an impact on our financial statements, although it did result in expanded income tax-related disclosures, which are included below.
+Added: Income tax expense (benefit) provided on earnings consisted of:
For the Years Ended December 31,
6 unchanged sentences
161,210 ( 33,869 ) 497,432
−Removed: Total Income Tax (Benefit) Expense $ ( 29,868 ) $ 502,209 $ ( 69,870 )
+Added: Total Income Tax Expense (Benefit) $ 169,779 $ ( 29,868 ) $ 502,209
The components of the net deferred taxes are as follows:
2 unchanged sentences
$ 149,684 $ 137,476
−Removed: Gas Derivatives 130,834 14,466
+Added: Federal Tax Credits 79,118 44,457
Section 174 Expenses 65,566 91,342
+Added: Gas Well Closing 61,234 33,541
+Added: Gas Derivatives 60,306 130,834
Net Operating Loss - State
53,679 70,689
−Removed: Interest Limitation 62,271 36,451
−Removed: Federal Tax Credits 44,457 45,619
−Removed: Gas Well Closing 33,541 24,652
Operating Lease Liabilities 38,960 25,650
+Added: Interest Limitation 25,623 62,271
State Deferred Tax Adjustment 15,983 15,983
25 unchanged sentences
As of December 31, 2025, the Company has a deferred tax asset related to federal net operating losses of $ 149,684 .
−Removed: 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 - 2025 do not expire but may only offset 80% of taxable income in any tax years beginning after 2020.
4 unchanged sentences
A review of positive and negative evidence regarding these state tax attributes concluded that the valuation allowances for various CNX subsidiaries was warranted.
−Removed: On December 31, 2023, the Company made a state law conversion of a subsidiary from a corporation to a limited liability company.
−Removed: The conversion effectively terminates the tax partnership treatment of CNX Midstream Partners, LP for federal and state income tax purposes.
−Removed: 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.
−Removed: 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.
−Removed: The deduction is available over a ten-year period beginning with the first tax year on or after January 1, 2033.
−Removed: 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.
+Added: On July 4, 2025, the United States enacted into law the One, Big, Beautiful Bill Act ("OBBBA").
+Added: The OBBBA, which, among other things, allows for 100% bonus depreciation on a permanent basis for property acquired and placed in service on or after January 19, 2025, permanently reinstates the EBITDA limitation for the calculation of the deduction for interest expense after December 31, 2024, and allows permanent expensing rather than a five-year amortization period for domestic R&D amounts paid or incurred in tax years beginning after December 31, 2024.
+Added: The OBBBA primarily impacts CNX's taxable temporary differences and certain deferred tax assets and liabilities with no material impact to the estimated annual effective tax rate.
+Added: On November 12, 2025, Pennsylvania enacted legislation that effectively decoupled from the provision of the OBBBA that allows for permanent expensing rather than a 5-year amortization period for domestic R&D amounts paid or incurred in tax years beginning after December 31, 2024.
+Added: West Virginia and Virginia have yet to update its Internal Revenue Code fixed date conformity date to a period post enactment of OBBBA, thereby also decoupling from the OBBBA provision discussed above in their entirety.
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.
−Removed: 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.
+Added: 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 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.
4 unchanged sentences
Amount Percent Amount Percent Amount Percent
−Removed: Statutory U.S.
−Removed: Federal Income Tax Rate $ ( 25,276 ) 21.0 % $ 466,814 21.0 % $ ( 44,509 ) 21.0 %
−Removed: Net Effect of State Income Taxes ( 4,610 ) 3.8 83,379 3.8 ( 5,817 ) 2.8
−Removed: Uncertain Tax Positions 13,309 ( 11.1 ) 17,673 0.8 14,440 ( 6.8 )
−Removed: Effect of Equity Compensation ( 40 ) — 1,036 — 2,254 ( 1.1 )
−Removed: Effect of Change in Valuation Allowance ( 2,385 ) 2.0 ( 37,607 ) ( 1.7 ) ( 35,427 ) 16.7
−Removed: Deferred Adjustments 229 ( 0.2 ) ( 837 ) — 2,481 ( 1.2 )
−Removed: Effect of State Rate Changes 2,806 ( 2.3 ) 297 — 10,025 ( 4.7 )
−Removed: Effect of Federal Tax Credits ( 14,416 ) 12.0 ( 28,974 ) ( 1.3 ) ( 15,723 ) 7.4
+Added: Federal Statutory Tax Rate $ 168,618 21.0 % $ ( 25,276 ) 21.0 % $ 466,814 21.0 %
+Added: State Income Taxes, Net of Federal
+Added: Income Tax Effect (1) 37,330 4.7 ( 4,610 ) 3.8 83,379 3.8
+Added: Effect of Changes in Tax Laws or Rates
+Added: Enacted in the Current Period 2,706 0.3 2,806 ( 2.3 ) 297 —
+Added: Research and development tax credits ( 14,251 ) ( 1.8 ) 850 ( 0.7 ) ( 28,974 ) ( 1.3 )
+Added: Energy-related tax credits ( 36,217 ) ( 4.5 ) ( 15,266 ) 12.7 — —
+Added: Foreign Tax Credits — — — — 7,738 0.3
+Added: Changes in Valuation Allowances ( 4,617 ) ( 0.6 ) ( 2,385 ) 2.0 ( 45,345 ) ( 2.0 )
+Added: Nontaxable or Nondeductible Items
+Added: Share-based payment awards 1,098 0.1 ( 40 ) — 1,036 —
Other 356 — 515 ( 0.4 ) 428 —
−Removed: Income Tax (Benefit) Expense / Effective Rate $ ( 29,868 ) 24.8 % $ 502,209 22.6 % $ ( 69,870 ) 33.0 %
+Added: Changes in Unrecognized Tax Benefits 15,807 2.0 13,309 ( 11.1 ) 17,673 0.8
+Added: Other Adjustments ( 1,051 ) ( 0.1 ) 229 ( 0.2 ) ( 837 ) —
+Added: Effective Tax Rate $ 169,779 21.1 % $ ( 29,868 ) 24.8 % $ 502,209 22.6 %
+Added: (1) State taxes in Pennsylvania, Virginia and West Virginia made up the majority (greater than 50 percent) of the tax effect in this category.
The effective tax rate for the year ended December 31, 2025 differs from the U.S.
1 unchanged sentence
The effective tax rate for the year ended December 31, 2024 differs from the U.S.
−Removed: 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.
+Added: 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.
−Removed: 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.
+Added: 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.
+Added: CNX files income tax returns in the U.S.
+Added: federal and various state jurisdictions.
+Added: With few exceptions, the Company is no longer subject to U.S.
+Added: federal, state, or local income tax examinations by tax authorities for the years before 2022.
A reconciliation of the beginning and ending gross amounts of unrecognized tax benefits is as follows:
1 unchanged sentence
Balance at Beginning of Period $ 113,227 $ 99,918
−Removed: Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Current Period 18,224 11,229
−Removed: (Decrease) Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Prior Periods ( 4,915 ) 6,444
+Added: Additions based on tax positions related to the current year 17,341 18,224
+Added: Additions for tax positions of prior years 1,821 —
+Added: Reductions for tax positions of prior years ( 3,355 ) ( 4,915 )
Balance at End of Period $ 129,034 $ 113,227
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: If these unrecognized tax benefits were recognized, $ 129,034 and $ 113,227 would affect CNX’s effective tax rate for 2025 and 2024, respectively.
+Added: In 2025 and 2024, CNX recognized an increase in unrecognized tax benefits of $ 17,341 and $ 18,224 , respectively, for tax benefits resulting from tax positions expected to be taken on our 2025 federal tax return for federal tax credits.
+Added: CNX also recognized a change in unrecognized tax benefits of $( 1,534 ) and $( 4,915 ), respectively, for tax benefits resulting from tax positions taken during prior period federal tax returns for federal tax credits.
CNX recognizes accrued interest related to unrecognized tax benefits in its interest expense.
3 unchanged sentences
CNX had no accrued liabilities for tax penalties as of December 31, 2025 and 2024.
−Removed: CNX and its subsidiaries file federal income tax returns with the United States and income tax returns within various states.
−Removed: 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.
+Added: The following table summarizes income taxes paid (net of refunds received).
+Added: All jurisdictions in which income taxes paid (net of refunds received) were equal to or greater than five percent of total income taxes paid are included below (if the noted jurisdiction did not meet the five percent threshold for a particular year, the amount for that year is not included below).
+Added: For the Years Ended December 31,
+Added: 2025 2024 2023
+Added: Federal $ 2,500 $ 650 $ —
+Added: Pennsylvania 4,898 5,402 7,327
+Added: Total Income Taxes Paid $ 7,398 $ 6,052 $ 7,327
NOTE 7— ASSET RETIREMENT OBLIGATIONS:
30 unchanged sentences
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.
−Removed: If the estimated fair value of a reporting unit is less
−Removed: than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value.
+Added: 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.
22 unchanged sentences
NOTE 10— REVOLVING CREDIT FACILITIES:
−Removed: 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.
−Removed: 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.
+Added: CNX as borrower and certain of its subsidiaries (not including CNX Midstream Partners LP (CNXM)) as guarantor loan parties entered into a 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, subject to the terms described below.
+Added: On May 14, 2025, the CNX Credit Facility borrowing base increased from $ 2,250,000 to $ 2,400,000 borrowing base as part of the semi-annual redetermination.
+Added: Elected commitments remained unchanged at $ 1,400,000 .
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.
8 unchanged sentences
CNX was in compliance with all financial covenants as of December 31, 2025.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The CNXM Credit Facility is not subject to semi-annual redetermination and CNX is not a guarantor under the CNXM Credit Facility.
+Added: At December 31, 2025, the CNX Credit Facility had $ 200,000 of borrowings outstanding, with a weighted average interest rate of 5.69 % and $ 27,997 of letters of credit outstanding, leaving $ 1,172,003 of unused capacity.
+Added: At December 31, 2024, the prior CNX Credit Facility had $ 43,450 of 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.
+Added: CNXM as borrower and certain of its subsidiaries as guarantor loan parties entered into a 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.
+Added: The CNXM Credit Facility has $ 600,000 of elected commitments and is not subject to semi-annual redetermination.
+Added: 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.
11 unchanged sentences
Accrued Interest 50,871 45,812
+Added: Current Portion Settlement - See Note 11 23,216 7,080
Short-Term Incentive Compensation 22,658 22,580
−Removed: Deferred Revenue 20,696 15,831
Transportation Charges 21,706 17,922
+Added: Deferred Revenue 14,589 20,696
Accrued Other Taxes 8,084 9,216
7 unchanged sentences
NOTE 12— LONG-TERM DEBT:
+Added: Senior Notes due March 2032 at 7.25 % (Principal of $ 600,000 and $ 400,000 less Unamortized Discount of $ 5,160 and $ 4,479 , respectively)
+Added: $ 594,840 $ 395,521
Senior Notes due January 2029 at 6.00 %, Issued at Par Value
4 unchanged sentences
397,500 396,923
−Removed: Senior Notes due March 2032 at 7.25 % (Principal of $ 400,000 less Unamortized Discount of $ 4,479 )
−Removed: 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)
+Added: Convertible Senior Notes due May 2026 at 2.25 % (Principal of $ 208,556 and $ 330,654 less Unamortized Discount and Issuance Costs of $ 425 and $ 2,658 , respectively)
208,131 327,996
1 unchanged sentence
CNX Midstream Partners LP Revolving Credit Facility* 32,750 16,050
−Removed: Senior Notes due March 2027 at 7.25 % (Principal of $ 350,000 plus Unamortized Premium of $ 1,728 )
Unamortized Debt Issuance Costs 8,062 9,386
5 unchanged sentences
Year ended December 31, Amount
+Added: 2026 $ 208,556
Thereafter 1,100,000
Total Long-Term Debt Maturities $ 2,441,306
+Added: On December 15, 2025, CNX entered into a privately negotiated exchange agreement (the “exchange agreement”) with a limited number of holders of its 2.25 % Convertible Notes due May 2026 ("Convertible Notes") to exchange approximately $ 122,098 principal amount of Convertible Notes conversion right exercises by issuing an aggregate 9,509,188 shares of CNX common stock to the converting holders representing an average conversion price of $ 12.84 per share.
+Added: The shares of CNX common stock issued in the transaction were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering.
+Added: The exchange agreement also included additional cash consideration of approximately $ 855 , including accrued interest.
+Added: As part of the transaction, a loss of $ 842 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income during the year ended December 31, 2025.
+Added: During the year ended December 31, 2025, CNX issued $ 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 less an underwriter discount and other issuance costs of $ 1,500 .
+Added: The New Notes were issued as additional notes under that certain indenture, dated February 23, 2024 (the "Indenture"), pursuant to which CNX previously issued $ 400,000 aggregate principal amount of 7.25 % senior notes due 2032 (the "Initial Notes").
+Added: 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.
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 .
3 unchanged sentences
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).
−Removed: 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.
−Removed: See Note 22 – Subsequent Event for more information.
−Removed: During the year ended December 31, 2024, CNX purchased and retired $ 350,000 of its outstanding 7.25 % Senior Notes due March 2027.
+Added: During the year ended December 31, 2024, CNX purchased and retired $ 350,000 aggregate principal amount 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.
−Removed: 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.
−Removed: Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023.
−Removed: 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).
−Removed: During the year ended December 31, 2022, CNX purchased and retired $ 350,000 of its outstanding 7.25 % Senior Notes due March 2027.
−Removed: As part of the transaction, a loss of $ 9,972 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income.
−Removed: During the year ended December 31, 2022, CNX purchased $ 14,346 of its outstanding Convertible Notes.
−Removed: As part of this transaction, a loss of $ 12,981 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income.
−Removed: 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.
+Added: In 2020, CNX issued $ 345,000 in aggregate principal amount of Convertible Notes due May 2026 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.
2 unchanged sentences
The Convertible Notes are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).
−Removed: 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.
+Added: In addition to the December 15, 2025 exchange discussed above, CNX had previously purchased approximately $ 14,346 of its outstanding Convertible Notes during the year ended December 31, 2022.
+Added: The initial conversion rate of the Convertible Notes 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.
The Convertible Notes will mature on May 1, 2026, unless earlier repurchased, redeemed or converted.
−Removed: Before February 1, 2026, note holders will have the right to convert their Convertible Notes only upon the occurrence of the following events:
+Added: 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.
+Added: The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture governing the Convertible Notes.
+Added: On January 28, 2026, in accordance with the indenture governing the Convertible Notes, CNX issued a notice of settlement method election for all of the outstanding Convertible Notes providing that CNX would settle any of the Convertible Notes outstanding by issuing shares of the company's common stock, together, if applicable, with cash in lieu of fractional shares, as provided for in the indenture.
+Added: 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.
+Added: Before February 1, 2026, note holders had 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;
−Removed: • 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;
+Added: • if CNX called 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;
• upon the occurrence of certain specified corporate events as set forth in the indenture governing the Convertible Notes.
−Removed: 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.
−Removed: 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.
−Removed: The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture governing the Convertible Notes.
−Removed: 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.
−Removed: The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Convertible Notes are therefore classified as short-term debt at December 31, 2024.
−Removed: 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.
−Removed: 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.
−Removed: Upon adoption on January 1, 2022, long-term debt increased by $ 82,327 representing the net impact of two adjustments:
−Removed: (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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Prior to the adoption of ASU 2020-06, the Convertible Notes were separated into liability and equity components.
−Removed: 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.
−Removed: 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.
−Removed: The carrying amount of the equity
−Removed: 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.
−Removed: 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.
+Added: If certain corporate events that constituted a “Fundamental Change” (as defined in the indenture governing the Convertible Notes) had occurred, the noteholders may have been required by 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.
+Added: The definition of Fundamental Change included certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
+Added: The reported interest expense for the Convertible Notes is equal to the 2.25 % cash coupon rate.
+Added: Also, the Company uses the if-converted method for the assumed conversion of the Convertible Notes when calculating diluted earnings per share.
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.
36 unchanged sentences
Interest on Lease Liabilities
+Added: 1,703 814 429
Short-term Lease Cost 3,950 1,533 2,357
6 unchanged sentences
Any such amounts paid related to pumping hours in excess of the minimum represent variable lease cost.
+Added: For the year ended December 31, 2025, actual utilization was below the minimum payment, resulting in no additional variable lease expense.
Amounts recognized in the Consolidated Balance Sheets are as follows:
63 unchanged sentences
Interest Cost
−Removed: Actuarial (Gain) Loss ( 1,696 ) 1,442
+Added: Actuarial Loss (Gain) 328 ( 1,696 )
Benefits and Other Payments
60 unchanged sentences
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.
−Removed: Options and RSUs vest over a three-year term.
−Removed: 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.
−Removed: PSUs granted in August 2023 vest over a seven-year term.
+Added: RSUs vest over a three-year term.
+Added: PSUs typically vest over a three-year cliff term unless otherwise noted.
+Added: Special PSUs granted in August 2023 and January 2025 vest over a seven-year term.
+Added: All PSUs are subject to specific performance conditions.
If an employee leaves the Company, all unvested shares are forfeited.
12 unchanged sentences
A combination of historical and implied volatility is used to determine expected volatility and future stock price trends.
−Removed: 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.
+Added: There were no options granted during the year ended December 31, 2025.
+Added: The total fair value of options granted during the years ended December 31, 2024 and 2023 was $ 115 based on the following assumptions and weighted average fair values.
2025 2024 2023
11 unchanged sentences
Outstanding at December 31, 2024 947,257 $ 10.48
−Removed: Granted 11,058 $ 23.20
Exercised ( 267,347 ) $ 7.83
39 unchanged sentences
As of December 31, 2025, 2024 and 2023, CNX purchased goods and services related to capital projects in the amount of $ 59,814 , $ 30,905 and $ 28,198 , respectively, which are included in accounts payable.
−Removed: The following table shows cash paid (received):
+Added: The following table shows cash paid:
For the Years Ended December 31,
1 unchanged sentence
Interest (Net of Amounts Capitalized) $ 154,598 $ 136,263 $ 122,279
−Removed: $ 136,263 $ 122,279 $ 126,643
−Removed: $ 6,054 $ 7,329 $ —
+Added: As part of the acquisition of Apex Energy II, LLC (see Note 4 – Acquisitions and Dispositions for additional information), CNX was contractually required to maintain an escrow account in accordance with the terms of the purchase agreement.
+Added: The escrow was established to facilitate the settlement of certain post-closing adjustments related to the transaction.
+Added: As of December 31, 2025, the amount in escrow was classified as Restricted Cash on the Company’s Consolidated Balance Sheets.
+Added: In May 2025, CNX finalized the initial post-closing adjustments and based on the outcome and the expectation of no further material adjustments, recorded a short-term payable of $ 10,100 .
+Added: This payable represents the estimated final settlement amount due under the terms of the purchase agreement.
+Added: The restricted cash balance will be used to satisfy this obligation.
+Added: This transaction did not result in a cash outflow during the period.
NOTE 17— CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS:
8 unchanged sentences
$ 264,658 $ 179,547
−Removed: 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.
−Removed: As of December 31, 2023, receivables of $ 13,416 due from NRG Business Marketing LLC and $ 11,611 due from DTE Energy were included.
+Added: As of December 31, 2025, a receivable of $ 34,293 due from NRG Business Marketing LLC was included in the Gas Wholesalers balance above.
+Added: As of December 31, 2024, a receivable of $ 15,018 due from NRG Business Marketing LLC was included.
No other customers made up more than 10% of the total balances.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the year ended December 31, 2025, sales to NRG Business Marketing LLC were $ 223,210 , sales to DTE Energy Trading, Inc were $ 208,775 , and sales to Citadel Energy Marketing LLC were $ 205,993 , each of which comprised over 10 % of the Company's revenue from contracts with external customers for the period.
+Added: During the year ended December 31, 2024, sales to Citadel Energy Marketing LLC were $ 134,909 and sales to NRG 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.
+Added: During the year ended December 31, 2023, sales to Citadel Energy Marketing LLC were $ 180,039 and sales to NRG 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.
NOTE 18— FAIR VALUE OF FINANCIAL INSTRUMENTS:
12 unchanged sentences
Commodity Derivatives $ — $ ( 295,849 ) * $ — $ — $ ( 536,046 ) ** $ —
−Removed: Interest Rate Swaps $ — $ — $ — $ — $ 1,099 $ —
−Removed: *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.
+Added: *Includes $ 58,387 of commodity derivatives that have been settled but not paid at December 31, 2025.
**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 .
2 unchanged sentences
Value Carrying
−Removed: Cash and Cash Equivalents (Excluding Restricted Cash) $ 17,198 $ 17,198 $ 443 $ 443
+Added: Cash and Cash Equivalents $ 779 $ 779 $ 17,198 $ 17,198
Restricted Cash* $ 12,685 $ 12,685 $ 37,875 $ 37,875
Long-Term Debt (Excluding Debt Issuance Costs) $ 2,429,421 $ 2,850,144 $ 2,175,386 $ 2,785,556
+Added: *The December 31, 2025 and 2024 restricted cash balances are located in current assets in the Consolidated Balance Sheets.
Cash and cash equivalents and restricted cash represent highly-liquid instruments and constitute Level 1 fair value measurements.
2 unchanged sentences
NOTE 19— DERIVATIVE INSTRUMENTS:
−Removed: CNX enters into interest rate swap agreements to manage its exposure to interest rate volatility.
+Added: CNX may enter 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.
23 unchanged sentences
NGL Commodity Swaps (Mbbls) 180.0 351.0 2026
−Removed: Interest Rate Swaps $ — $ 410,000 2024
The gross fair value of CNX's derivative instruments was as follows:
4 unchanged sentences
Natural Gas Basis Swaps 30,274 42,499
−Removed: Interest Rate Swaps — 5,449
Total Current Assets $ 106,068 $ 87,925
9 unchanged sentences
Natural Gas Basis Swaps 54,776 52,788
−Removed: Interest Rate Swaps — 4,350
Total Current Liabilities $ 377,945 $ 354,621
7 unchanged sentences
2025 2024 2023
−Removed: Realized Gain (Loss) on Commodity Derivative Instruments:
+Added: Realized (Loss) Gain on Commodity Derivative Instruments:
Natural Gas Commodity Swaps $ ( 188,791 ) $ 275,672 $ 62,567
1 unchanged sentence
NGL Commodity Swaps 563 623 1,877
−Removed: Total Realized Gain (Loss) on Commodity Derivative Instruments 281,195 * 163,026 ** ( 1,812,777 ) ***
−Removed: Unrealized (Loss) Gain on Commodity Derivative Instruments:
+Added: Total Realized (Loss) Gain on Commodity Derivative Instruments ( 181,020 ) * 281,195 ** 163,026 ***
+Added: Unrealized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps 306,779 ( 286,567 ) 1,858,060
1 unchanged sentence
NGL Commodity Swaps 2,082 ( 1,467 ) 788
−Removed: Total Unrealized (Loss) Gain on Commodity Derivative Instruments ( 453,600 ) 1,765,626 ( 850,998 )
−Removed: (Loss) Gain on Commodity Derivative Instruments:
+Added: Total Unrealized Gain (Loss) on Commodity Derivative Instruments 277,681 ( 453,600 ) 1,765,626
+Added: Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps 117,988 ( 10,895 ) 1,920,627
1 unchanged sentence
NGL Commodity Swaps 2,645 ( 844 ) 2,665
−Removed: Total (Loss) Gain on Commodity Derivative Instruments $ ( 172,405 ) $ 1,928,652 $ ( 2,663,775 )
+Added: Total Gain (Loss) on Commodity Derivative Instruments $ 96,661 $ ( 172,405 ) $ 1,928,652
+Added: * Includes $ 58,387 that have been settled but not paid at December 31, 2025, and excludes $ 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 $ 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.
−Removed: ** 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.
−Removed: *** Includes $ 77,662 of commodity derivatives that were settled but not paid at December 31, 2022.
+Added: *** Includes $ 6,741 of commodity derivatives that were 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.
The effect of interest rate swaps on Interest Expense in the Company's Consolidated Statements of Income was as follows:
1 unchanged sentence
2025 2024 2023
−Removed: Cash Received (Paid) in Settlement of Interest Rate Swaps $ 1,103 $ 4,207 $ ( 1,572 )
−Removed: Unrealized (Loss) Gain on Interest Rate Swaps ( 1,099 ) ( 3,463 ) 10,348
+Added: Cash Received in Settlement of Interest Rate Swaps $ — $ 1,103 $ 4,207
+Added: Unrealized Loss on Interest Rate Swaps — ( 1,099 ) ( 3,463 )
Gain on Interest Rate Swaps $ — $ 4 $ 744
10 unchanged sentences
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.
−Removed: 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.
−Removed: to Murray Energy of the following possible last signatory operators:
+Added: The retirees transferred by Murray to the 1992 Benefit Plan include approximately 2,159 retirees allegedly traced to the December 2013 sale by Core Natural Resources, Inc., the successor by merger to CONSOL Energy (“Core”) 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").
−Removed: On May 2, 2020, the Trustees of the UMWA 1992 Benefit Plan sued CNX and CONSOL Energy Inc.
−Removed: ("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.
−Removed: 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;
−Removed: that CNX and CONSOL are liable to post the security required by Section 9712;
−Removed: 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.
−Removed: On March 29, 2022, the Court denied the Defendants’ Motions to Dismiss CNX and CONSOL are now defending this action on the merits.
−Removed: 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.
+Added: On May 2, 2020, the Trustees of the UMWA 1992 Benefit Plan sued CNX and Core in federal court contending that the Sold Subsidiaries were last signatory operators and that CNX and Core are related persons to the Sold Subsidiaries and, as such, CNX and Core are jointly and severally liable for the Coal Act health benefits allegedly owed to the eligible retirees traced to the Sold Subsidiaries.
+Added: The 1992 Benefit Plan seeks, among other relief, a declaration that CNX and Core are obligated to enroll the eligible retirees attributed to the Sold Subsidiaries in a Section 9711 plan;
+Added: that CNX and Core are liable to post the security required by Section 9712;
+Added: and, that CNX and Core 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.
+Added: On March 29, 2022, the Court denied the Defendants’ Motions to Dismiss CNX and Core are now defending this action on the merits.
+Added: Further, under the Separation and Distribution Agreement ("SDA") that was entered into at the time CNX spun-out its coal business in 2017, Core 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.
4 unchanged sentences
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.
−Removed: 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;
+Added: Under the SDA, Core 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.
−Removed: 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.
−Removed: CNX continued to demand indemnity from CONSOL including prior to, during and after the March 2024 mediation.
−Removed: 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.
−Removed: 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.
−Removed: On December 31, 2024, CONSOL reimbursed CNX for the initial settlement payment made to the 1974 Plan, plus interest.
−Removed: 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.
−Removed: 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.
+Added: Core 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 Core for defense and indemnity in July 2021, which it denied.
+Added: CNX continued to demand indemnity from Core including prior to, during and after the March 2024 mediation.
+Added: After Core repudiated its contractual obligations to CNX, and after having timely fulfilled all SDA prerequisites for bringing the action, on March 7, 2024, CNX sued Core for breach of contract seeking an order requiring Core to indemnify CNX for the 1974 Plan claim settlement.
+Added: On November 8, 2024, the court granted CNX’s Motion for Partial Summary Judgment (the “Summary Judgment Grant”), finding that Core 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.
+Added: As of December 31, 2025, Core has reimbursed CNX for all settlement payments made to the 1974 Plan, plus interest.
+Added: The present value of the $ 75,000 settlement, less payments made, is recognized in Other Liabilities in the Consolidated Balance Sheets as of December 31, 2025, with the current portion recognized in Other Accrued Liabilities.
+Added: A corresponding receivable, less payments received, is recognized in Other Non-Current assets in the Consolidated Balance Sheets as of December 31, 2025, 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.
19 unchanged sentences
Total Surety Bonds 277,548 277,548 — — —
+Added: Other Guarantees 2,887 707 1,414 766 —
Total Commitments $ 308,432 $ 306,252 $ 1,414 $ 766 $ —
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.
−Removed: 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.
+Added: Although Core 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 Core 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).
12 unchanged sentences
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.
−Removed: The company's CODM is its Chief Executive Officer and President.
−Removed: 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.
−Removed: In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures.
−Removed: This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.
−Removed: 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.
−Removed: The Company adopted ASU 2023-07 as of December 31, 2024.
−Removed: 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.
+Added: The Company's CODM is its Chief Executive Officer.
+Added: 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.
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:
1 unchanged sentence
The Other Segment includes nominal shallow oil and gas production which is not significant to the Company.
−Removed: 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.
−Removed: 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.
−Removed: (Loss) Income Before Income Tax for each segment is based on revenue less identifiable operating and non-operating expenses.
+Added: It also includes the Company's purchased gas activities, unrealized gain or loss on commodity derivative instruments, exploration and production related other costs, sales of environmental attributes, as well as various other expenses that are managed outside the reportable segments as discussed below.
+Added: The CODM evaluates the performance of the Company’s reportable segments using Income (Loss) Before Income Tax to assess segment performance primarily by comparing it across segments for the current period as well as for prior periods.
+Added: Income (Loss) 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.
5 unchanged sentences
Natural Gas, NGLs and Oil Revenue $ 1,763,961 $ 148,017 $ 1,750 $ 1,913,728 (A)
−Removed: Gain (Loss) on Commodity Derivative Instruments 260,395 20,675 ( 453,475 ) ( 172,405 )
+Added: (Loss) Gain on Commodity Derivative Instruments ( 169,598 ) ( 11,354 ) 277,613 96,661
Purchased Gas Revenue — — 45,349 45,349
Other Revenue and Operating Income 69,169 — 114,227 183,396 (B)
−Removed: Total Revenue and Other Operating Income (Loss) $ 1,408,747 $ 125,794 $ ( 267,755 ) $ 1,266,786
+Added: Total Revenue and Other Operating Income $ 1,663,532 $ 136,663 $ 438,939 $ 2,239,134
Lease Operating Expense 73,302 24,043 71 97,416
6 unchanged sentences
Income (Loss) Before Income Tax $ 760,036 $ ( 16,849 ) $ 59,754 $ 802,941
−Removed: (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.
+Added: (A) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 223,210 to NRG Business Marketing LLC, $ 208,775 to DTE Energy Trading, Inc, and $ 205,993 to Citadel Energy Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.
(B) Includes midstream revenue of $ 69,169 and equity in loss of unconsolidated affiliates of $ 740 for Shale and Other, respectively.
11 unchanged sentences
Natural Gas, NGLs and Oil Revenue $ 1,080,044 $ 105,119 $ 914 $ 1,186,077 (D)
−Removed: Gain on Commodity Derivative Instruments 151,408 11,554 1,765,690 1,928,652
+Added: 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 (E)
−Removed: Total Revenue and Other Operating Income $ 1,388,360 $ 142,317 $ 1,904,271 $ 3,434,948
+Added: 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
5 unchanged sentences
Total Costs and Expenses $ 791,574 $ 151,666 $ 443,908 $ 1,387,148
−Removed: Income Before Income Tax $ 642,311 $ 609 $ 1,580,005 $ 2,222,925
−Removed: (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.
−Removed: (E) Includes midstream revenue of $ 66,559 and equity in earnings of unconsolidated affiliates of $ 2,942 for Shale and Other, respectively.
+Added: Income (Loss) Before Income Tax $ 617,173 $ ( 25,872 ) $ ( 711,663 ) $ ( 120,362 )
+Added: (D) 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, each of which comprises over 10% of revenue from contracts with external customers for the period.
+Added: (E) Includes midstream revenue of $ 68,308 and equity in loss of unconsolidated affiliates of $ 1,314 for Shale and Other, respectively.
includes sales of environmental attributes of $ 95,490 .
10 unchanged sentences
Natural Gas, NGLs and Oil Revenue $ 1,170,393 $ 130,763 $ 1,062 $ 1,302,218 (G)
−Removed: Loss on Commodity Derivative Instruments ( 1,672,974 ) ( 139,131 ) ( 851,670 ) ( 2,663,775 )
+Added: 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 (H)
−Removed: Total Revenue and Other Operating Income (Loss) $ 1,731,321 $ 175,564 $ ( 645,674 ) $ 1,261,211
+Added: 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
5 unchanged sentences
Total Costs and Expenses $ 746,049 $ 141,708 $ 324,266 $ 1,212,023
−Removed: Income (Loss) Before Income Tax $ 940,361 $ 44,138 $ ( 1,196,446 ) $ ( 211,947 )
−Removed: (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%
−Removed: of revenue from contracts with external customers for the period.
+Added: Income Before Income Tax $ 642,311 $ 609 $ 1,580,005 $ 2,222,925
+Added: (G) 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, each of which comprises over 10% of revenue from contracts with external customers for the period.
(H) Includes midstream revenue of $ 66,559 and equity in earnings of unconsolidated affiliates of $ 2,942 for Shale and Other, respectively.
+Added: Other also includes sales of environmental attributes of $ 40,685 .
For the year ended December 31, 2023
9 unchanged sentences
Total Segment Revenue from Contracts with External Customers $ 2,028,246 $ 1,313,852 $ 1,442,995
−Removed: (Loss) Gain on Commodity Derivative Instruments ( 172,405 ) 1,928,652 ( 2,663,775 )
+Added: Gain (Loss) on Commodity Derivative Instruments 96,661 ( 172,405 ) 1,928,652
Other Operating Income 114,227 125,339 63,301
1 unchanged sentence
$ 2,239,134 $ 1,266,786 $ 3,434,948
−Removed: NOTE 22— SUBSEQUENT EVENT:
−Removed: 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.
−Removed: 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.
−Removed: Additionally, CNX expects operational and other development synergies to add incremental value to the core business in the coming years.
−Removed: The accounting for the Apex Transaction is incomplete as of the date of filing due to the limited time since the closing date.
−Removed: The Company will provide additional disclosures in future filings.
−Removed: 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.
−Removed: 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).
−Removed: 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.
−Removed: 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 22— SUPPLEMENTAL GAS DATA (unaudited):
15 unchanged sentences
2025 2024 2023
−Removed: Property Acquisitions:
−Removed: Proved Properties
−Removed: $ 10,362 $ 2,319 $ 19,766
−Removed: Unproved Properties
−Removed: 15,061 26,405 14,802
−Removed: Development** 500,402 637,711 526,092
+Added: Property Acquisitions (a)
+Added: Proved Properties (b) $ 534,229 $ 10,362 $ 2,319
+Added: Unproved Properties (c) 49,118 15,061 26,405
+Added: Development (d) 432,082 500,402 637,711
Exploration 6,806 4,494 4,257
Total $ 1,022,235 $ 530,319 $ 670,692
−Removed: (*) Includes costs incurred whether capitalized or expensed.
−Removed: (**) Includes development costs for midstream of $ 23,135 , $ 46,814 and $ 38,418 for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: (a) Includes costs incurred whether capitalized or expensed.
+Added: (b) Amounts in 2025 include $ 523,256 for proved properties acquired in the Apex Transaction (See Note 4 – Acquisitions and Dispositions).
+Added: (c) Amounts in 2025 include $ 3,200 for unproved properties acquired in the Apex Transaction (See Note 4 – Acquisitions and Dispositions).
+Added: (d) Includes development costs for midstream of $ 37,669 , $ 23,135 and $ 46,814 for the years ended December 31, 2025, 2024 and 2023, respectively.
Results of Operations for Producing Activities:
51 unchanged sentences
Proved Oil and Gas Reserves Quantities:
−Removed: 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.
+Added: Annually, the preparation of oil and natural gas reserves estimates is completed in accordance with CNX prescribed internal control procedures, which include verification of input data into 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.
15 unchanged sentences
Production ( 514,668 ) ( 7,410 ) ( 206 ) ( 560,366 )
+Added: 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
9 unchanged sentences
Production ( 580,600 ) ( 7,907 ) ( 153 ) ( 628,960 )
+Added: Purchases of Reserves In-Place (f) 667,993 — — 667,993
Sales of Reserves In-Place ( 21,512 ) ( 8 ) ( 2 ) ( 21,572 )
13 unchanged sentences
Proved developed reserves are reserves expected to be recovered through existing wells, with existing equipment and operating methods.
−Removed: (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.
−Removed: These initiatives resulted in 298 Bcfe being removed.
−Removed: Additional downward revisions of 66 Bcfe are primarily the result of the plugging of a Shale well.
−Removed: Additionally, there was a 24 Bcfe reduction as a result of net performance revisions.
−Removed: (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.
+Added: (b) 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.
3 unchanged sentences
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.
−Removed: (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.
+Added: (c) 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.
1 unchanged sentence
Additionally, there were negative revisions of 65 Bcfe due to performance and 87 Bcfe due to wells that that were uneconomic.
+Added: (d) The upward revisions in 2025 are partly due to 104 Bcfe increase as a result of performance revisions.
+Added: Additional downward revisions of 1.9 Bcfe are due to wells being plugged and abandoned or are shut-in and are awaiting to be plugged and abandoned.
+Added: Additionally, we removed a single well for plan changes which resulted in a decrease of 33 Bcfe.
(e) Extensions and Discoveries in 2023, 2024, and 2025 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.
5 unchanged sentences
In 2025, 2024, and 2023, the Company added 55 Bcfe, 252 Bcfe, and 42 Bcfe, respectively, related to exploratory and non-operated wells.
+Added: (f) Purchases of Reserves-In-Place in 2025 are associated with our acquisition of Apex Energy which resulted in the addition of 668 Bcfe of natural gas reserves.
Proved Undeveloped Reserves (MMcfe)
7 unchanged sentences
Ending Proved Undeveloped Reserves(e) 2,689,734
−Removed: (a) During 2024, various exploration and development drilling and evaluations were completed.
+Added: (a) During 2025, various development drilling and evaluations were completed.
Approximately, $ 183,031 of capital was spent in the year ended December 31, 2025 related to undeveloped reserves that were transferred to developed.
1 unchanged sentence
These initiatives resulted in 33 Bcfe being removed.
−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.
−Removed: (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.
+Added: (c) The upward revision of 106 Bcfe are from positive performance revisions.
+Added: (d) Extensions and Discoveries are due mainly to the addition of 549 Bcfe related to 20 Marcellus wells within our Southwest Pennsylvania, West Virginia and Central Pennsylvania operations and 250 Bcfe related to 13 Utica wells within our Southwest Pennsylvania and 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.
60 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.