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Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-11 · 53 added, 75 removed, 248 unchanged (34% of the section changed)

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Item 9A of this Annual Report on Form 10-K.

Changes in Internal Controls Over Financial Reporting .

Changes in Internal Control Over Financial Reporting .

There were no changes in the Company's internal control over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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In our opinion, CNX Resources Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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) of the Company and our report dated February 11, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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) and our report dated February 10, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Information Required to be Disclosed on Form 8-K for the Fiscal Quarter Ended December 31, 2025, But Not Reported.

Other Information

On February 5, 2025, Hayley Scott, the Company’s Chief Risk Officer, and on February 7, 2025, Ravi Srivastava, the Company’s President, New Technologies, were notified that their positions had been eliminated, effective immediately, and both were offered and accepted other opportunities within the Company.

Accordingly, Ms.

Scott and Mr.

Srivastava have ceased being executive officers of the Company.

Trading Arrangements

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The information required by this Item is incorporated herein by reference from the information under the captions “PROPOSAL NO.

1-ELECTION OF DIRECTORS-Biographies of Nominees,” “BOARD OF DIRECTORS AND COMPENSATION INFORMATION and “DELINQUENT SECTION 16 REPORTS” in the Company's Proxy Statement for the annual meeting of shareholders to be held on May 1, 2025 (the “Proxy Statement”).

We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the New York Stock Exchange listing standards.

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Name Age Position

DeIuliis 56 President and Chief Executive Officer

Shepard 45 President and Chief Executive Officer

Navneet Behl 53 Chief Operating Officer

Shepard 44 Chief Financial Officer

Good 39 Chief Financial Officer

Bedard 57 Executive Vice President, General Counsel and Corporate Secretary

DeIuliis has served as a Director and the Chief Executive Officer and President of CNX Resources Corporation since May 2014.

DeIuliis has more than 30 years of experience with the Corporation.

He is a member of the Board of Directors of the University of Pittsburgh Cancer Institute.

DeIuliis is a registered engineer in the Commonwealth of Pennsylvania and a member of the Pennsylvania bar.

Shepard has served as a Director, President, and Chief Executive Officer (CEO) of CNX Resources Corporation since January 1, 2026.

Prior to his appointment as CEO, Mr.

Shepard was the Company’s President and Chief Financial Officer (CFO) since June 12, 2025, and CFO since June 1, 2022.

Prior to his appointment as CFO, he also previously served as the Company’s Vice President – Accounting and Chief Accounting Officer since February 2020.

Before joining CNX, Mr.

Shepard served as the Chief Financial Officer of EdgeMarc Energy, a private equity funded oil and gas exploration and production company.

Shepard also held various finance and accounting roles of increasing responsibility throughout his 20-year career in the energy sector.

He is a licensed Certified Public Accountant (INACTIVE) in the state of Pennsylvania and holds a bachelor’s degree in Accounting and Business Administration from Thiel College and an MBA from Carnegie Mellon University’s Tepper School of Business.

Navneet Behl has served as the Chief Operating Officer of CNX Resources Corporation since November 17, 2022.

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Throughout his career, he has a proven track record of building effective teams and successfully developing new shale plays.

Behl holds a Bachelor of Technology in Petroleum Engineering from the Indian School of Mines, a Master of Science in Engineering from the University of Texas at Austin, and

his Executive MBA from the MIT Sloan School of Management.

Shepard has served as the Chief Financial Officer of CNX Resources Corporation since June 1, 2022.

In this role, he is responsible for oversight of the Company’s finance organization and the steady execution of the Company’s free cash flow per share growth plan.

Before being appointed to this role, Mr.

Shepard served as the Company’s Vice President – Accounting and Chief Accounting Officer since February 2020.

Before joining CNX, Mr.

Shepard served as the Chief Financial Officer of EdgeMarc Energy, a private equity funded oil and gas exploration and production company.

Prior to that role, Mr.

Shepard held various finance and accounting roles of increasing responsibility throughout his 20 year career in the energy sector.

He is a licensed Certified Public Accountant in the state of Pennsylvania and holds a bachelor’s degree in Accounting and Business Administration from Thiel College and an MBA from Carnegie Mellon University’s Tepper School of Business.

Behl holds a Bachelor of Technology in Petroleum Engineering from the Indian School of Mines, a Master of Science in Engineering from the University of Texas at Austin, and his Executive MBA from the MIT Sloan School of Management.

Good has served as the Chief Financial Officer of CNX Resources Corporation since January 1, 2026.

In this role, he executes the Company’s capital allocation strategy and sustainable business model while providing day-to-day oversight of the Company’s finance organization.

Good previously served as the Company’s Vice President of Finance and Treasury since 2021, where he led the Company’s capital markets, strategic planning, and treasury management functions.

Prior to that appointment, he held various positions with the Company, including Director of Finance and Risk Management, Manager of Planning and Corporate Finance, and Corporate Strategy Analyst.

Good also previously served as Director of Finance and Investor Relations at CNX Midstream Partners LP, a growth-oriented master limited partnership focused on the ownership, operation, development, and acquisition of midstream energy infrastructure.

He holds a bachelor’s degree in accounting and information systems and a Master of Science in accounting from Virginia Tech’s Pamplin College of Business and is a licensed Certified Public Accountant in the State of Virginia.

Bedard has served as the Executive Vice President, General Counsel, and Corporate Secretary of CNX Resources Corporation since December 22, 2023.

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Any amendments to, or waivers from, a provision of our Code of Employee Business Conduct and Ethics that applies to our Principal Executive Officer and Principal Financial and Accounting Officer that relates to any element enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting such information on our website at www.cnx.com.

By certification dated May 31, 2024, CNX's Chief Executive Officer certified to the New York Stock Exchange (NYSE) that he was not aware of any violation by the Company of the NYSE corporate governance listing standards.

In addition, the required Sarbanes-Oxley Act, Section 302 certifications regarding the quality of our public disclosures were filed by CNX Resources as exhibits to this Form 10-K.

EXECUTIVE COMPENSATION

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001-14901) filed on May 4, 2020.

Purchase Agreement, dated as of April 28, 2020, by and among the Company, the subsidiary guarantors party thereto and J.P.

Morgan Securities LLC and Credit Suisse Securities (USA) LLC as representatives of the several initial purchasers named therein., incorporated by reference to Exhibit 1.1 to Form 8-K (file no.

001-14901) filed on May 4, 2020.

Purchase Agreement, dated as of September 8, 2020 by and among the Company, the subsidiary guarantors party thereto and BofA Securities, Inc.

and Wells Fargo Securities, LLC, as representatives of the initial purchasers named therein., incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on September 9, 2020.

Purchase Agreement, dated as of November 24, 2020 by and among the Company, the subsidiary guarantors party thereto and BofA Securities, Inc., incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on November 25, 2020.

Purchase Agreement, dated as of September 15, 2021 by and among CNX Midstream Partners LP, the subsidiary guarantors party thereto and Wells Fargo Securities, LLC, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on September 16, 2021.

Purchase Agreement, dated as of September 12, 2022, by and among the Company, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., as representative of the initial purchasers named therein, incorporated by reference to Exhibit 1.1 to Form 8-K (file no.

001-14901) filed on September 13, 2022.

Purchase Agreement, dated as of February 12, 2024, among CNX Resources Corporation, the subsidiary guarantors party thereto and J.P.

Morgan Securities LLC, as representative of the initial purchasers named therein, incorporated by reference to Exhibit 1.1 to Form 8-K (file no.

001-14901) filed on February 14, 2024.

Purchase Agreement, dated as of January 13, 2025, among CNX Resources Corporation, the subsidiary guarantors party thereto and BofA Securities, Inc., as representative of the initial purchasers named therein, incorporated by reference to Exhibit 1.1 to Form 8-K (file no.

001-14901) filed on January 14, 2025.

Letter Agreement, dated August 24, 2007, by and between the Company and Nicholas J.

4 unchanged sentences

001-14901) for the year ended December 31, 2008, filed on February 17, 2009.

Change in Control Severance Agreement, dated as of February 4, 2021, by and between the Company and Alan Shepard, incorporated by reference to Exhibit 10.3 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2022, filed on July 28, 2022.

Change in Control Severance Agreement, dated as of January 30, 2023, by and between the Company and Navneet Behl, incorporated by reference to Exhibit 10.22 to Form 10-K (file no.

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001-14901) for the quarter ended June 30, 2018, filed on August 2, 2018.

Form of Performance Share Unit Award Agreement, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on August 1, 2023.

Change in Control Severance Agreement, dated as of May 5, 2022, by and between the Company and Hayley F.

Scott, incorporated by reference to Exhibit 10.42 to Form 10-K (file no.

001-14901) for the year ended December 31, 2025, filed on February 11, 2025.

Change in Control Severance Agreement, dated as of January 24, 2024, by and between the Company and Timothy S.

Bedard, incorporated by reference to Exhibit 10.43 to Form 10-K (file no.

001-14901) for the year ended December 31, 2024, filed on February 11, 2025.

Form of Restricted Stock Unit Award Agreement for CEO (for 2024 and 2025 awards), incorporated by reference to Exhibit 10.44 to Form 10-K (file no.

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001-14901) for the year ended December 31, 2024, filed on February 11, 2025.

Form of Performance Share Unit Award Agreement, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on August 1, 2023.

Change in Control Severance Agreement, dated as of May 5, 2022, by and between the Company and Ravi Srivastava, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

001-14901) for the quarter ended March 31, 2023, filed on April 27, 2023.

Change in Control Severance Agreement, dated as of May 5, 2022, by and between the Company and Hayley F.

Scott, filed herewith.

Change in Control Severance Agreement, dated as of January 24, 2024, by and between the Company and Timothy S.

Bedard, filed herewith.

Form of Restricted Stock Unit Award Agreement for CEO (for awards made on or after 2024), filed herewith.

Form of Performance Share Unit Award Agreement for CEO (for awards made on or after 2024), filed herewith.

Form of Performance-Based Restricted Stock Unit Award Agreement for CEO (for awards made on or after 2024), filed herewith.

Form of Restricted Stock Unit Award Agreement for non-CEO (for awards made on or after 2024), filed herewith.

Form of Performance Share Unit Award Agreement for non-CEO (for awards made on or after 2024), filed herewith.

Form of Performance-Based Restricted Stock Unit Award Agreement for non-CEO (for awards made on or after 2024), filed herewith.

Insider Trading Policy, filed herewith.

Amended and Restated Change in Control Severance Agreement, dated as of January 1, 2026, by and between the Company and Alan K.

Shepard, filed herewith.

Change in Control Severance Agreement, dated as of January 1, 2026, by and between the Company and Everett W.

Good, filed herewith.

Form of Restricted Stock Unit Award Agreement (for awards made on or after 2026), filed herewith.

Form of Performance Share Unit Award Agreement (for awards made on or after 2026), filed herewith.

Form of Performance-Based Restricted Stock Unit Award Agreement (for awards made on or after 2026), filed herewith.

Insider Trading Policy, incorporated by reference to Exhibit 19.1 to Form 10-K (file no.

001-14901) for the year ended December 31, 2024, filed on February 11, 2025.

Subsidiaries of CNX Resources Corporation, filed herewith.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Relating to Recovery of Erroneously Awarded Compensation, filed herewith.

Policy Relating to Recovery of Erroneously Awarded Compensation, incorporated by reference to Exhibit 97.1 to Form 10-K (file no.

001-14901) for the year ended December 31, 2024, filed on February 11, 2025.

Engineers' Audit Letter, filed herewith.

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CNX RESOURCES CORPORATION

/s/ N ICHOLAS J.

Director, Chief Executive Officer and President

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Signature Title

/s/ N ICHOLAS J.

Director, Chief Executive Officer and President

DeIuliis (Duly Authorized Officer and Principal Executive Officer)

SHEPARD Chief Financial Officer

Shepard (Duly Authorized Officer and Principal Financial and Accounting Officer)

SHEPARD Director, Chief Executive Officer and President

Shepard (Duly Authorized Officer and Principal Executive Officer)

/s/ EVERETT W.

GOOD Chief Financial Officer

Good (Duly Authorized Officer and Principal Financial and Accounting Officer)

/s/ J ASON L.

Vice President and Controller

/s/ W ILLIAM N.

T HORNDIKE J R.

Director and Chairman of the Board

Thorndike Jr.

/s/ IAN MCGUIRE Director and Chairman of the Board

/s/ ROBERT O.

AGBEDE Director

P ALMER C LARKSON

Palmer Clarkson

/s/ N ICHOLAS J.

/s/ M AUREEN E.

2 unchanged sentences

Bernard Lanigan Jr.

/s/ IAN MCGUIRE Director

/s/ ROBERT O.

AGBEDE Director

/s/ W ILLIAM N.

T HORNDIKE J R.

Thorndike Jr.

CNX RESOURCES CORPORATION AND SUBSIDIARIES

10 unchanged sentences

State Operating Loss Carry-Forwards $ 39,264 $ — $ — $ ( 2,385 ) $ 36,879

Foreign Tax Credits 7,738 — ( 7,738 ) — —

Total $ 39,264 $ — $ — $ ( 2,385 ) $ 36,879

1 unchanged sentence

State Operating Loss Carry-Forwards $ 76,871 $ — $ — $ ( 37,607 ) $ 39,264

Charitable Contributions 96 — ( 96 ) — —

Foreign Tax Credits 7,738 — ( 7,738 ) — —

1 unchanged sentence

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

What changed 10-K

Item 9A. Controls and Procedures