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Current Report · Items 1.01, 7.01, 9.01 · 8-K

CNX Resources Corporation

CNXNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Regulation FD Disclosure

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On February 17, 2026, CNX Resources Corporation (the “Company”) and certain subsidiaries of the Company entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC as the representative of the initial purchasers (the “Initial Purchasers”), with respect to a private offering (the “Notes Offeri…

Filed Feb 18, 2026Accepted Feb 18, 2026, 12:15 PM ESTCIK 1070412Accession 0001193125-26-057453
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Company context

Current securities

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 22, 2026
  2. 10-Q filingJul 30, 2026
  3. Results of Operations and Financial Condition · Regulation FD DisclosureJul 30, 2026
  4. SCHEDULE 13G/A - filed by MFN Partners, LP regarding CNX Resources CorpMay 13, 2026
  5. 4 filingMay 11, 2026

Disclosure sections

Items 1.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On February 17, 2026, CNX Resources Corporation (the “Company”) and certain subsidiaries of the Company entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC as the representative of the initial purchasers (the “Initial Purchasers”), with respect to a private offering (the “Notes Offering”) by the Company of $500,000,000 aggregate principal amount of 5.875% senior notes due 2034 (the “Notes”), along with the related guarantees of the Notes. The Notes Offering is expected to close on or about February 26, 2026, in accordance with the terms of the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and agreements by the Company and all of the Company’s current restricted subsidiaries that guarantee its obligations under its revolving credit facility and certain of its future subsidiaries (the “Guarantors”) and customary conditions to closing, obligations of the parties and termination provisions. The Company and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. The Initial Purchasers and their respective affiliates have provided, and may in the future provide, various financial advisory, sales and trading, commercial and investment banking and other financial and non-financial activities and services to the Company and its affiliates, for which they received or will receive customary fees and expenses. The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and which is incorporated in this Item 1.01 by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On February 17, 2026, the Company issued a press release announcing the pricing of $500 million aggregate principal amount of 5.875% senior notes due 2034. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information included in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Filed exhibits (1)
EX-99.1 (by filename) d38471dex991.htm

EX-99.1 3 d38471dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 CNX Resources Corporation Announces Pricing of $500 Million of Senior Notes PITTSBURGH, February 17, 2026 - CNX Resources Corporation (NYSE: CNX) (“CNX,” “we,” or “our”) today announced the pricing of $500 million of its 5.875% senior notes due 2034 (the “Notes”) at a price to the public of 100.0% of their face value. The offering of Notes is expected to close on February 26, 2026, subject to the satisfaction of customary closing conditions. The Notes will be guaranteed by all of CNX’s restricted subsidiaries that guarantee its revolving credit facility. CNX intends to use the net proceeds of the sale of the Notes to (i) purchase any and all of its outstanding 6.000% senior notes due 2029 (the “2029 Notes”) pursuant to the tender offer that commenced concurrently with the offering of the Notes (the “Tender Offer”) and (ii) to the extent any 2029 Notes remain outstanding after the Tender Offer, fund the redemption of all 2029 Notes not purchased in the Tender Offer (the “Redemption”). To the extent the net proceeds of the sale of Notes are not sufficient to fund its obligations under the Tender Offer and the Redemption,…

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