CNX Resources Corp 8-K, filed Dec 17, 2025
CNX Resources Corp (CNX)
8-K
2025-12-17
For: 2025-12-17
View Original
Added on
April 11, 2026
About this 8-K
CNX Resources Corp filed this 8-K on December 17, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 17, 2025
(Exact name of registrant as specified in its charter)
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Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 8.01 is incorporated into this Item 3.02 by reference.
The Exchanges (as defined below) were conducted as private placements, and the shares of common stock issued in the Exchanges 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.
Item 8.01. Other Events.
On December 15, 2025, the Company entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with a limited number of holders of its 2.25% Convertible Senior Notes due 2026 (the “Notes”) to exchange (collectively, the “Exchanges”) approximately $122.1 million principal amount of Notes for consideration consisting of an aggregate of approximately $0.8 million in cash (including accrued interest) and 9,509,188 shares of common stock. The Exchanges were consummated on December 17, 2025.
The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Exchange Agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2025, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CNX RESOURCES CORPORATION
By: /s/ Timothy S. Bedard
Name: Timothy S. Bedard
Title: Executive Vice President, General Counsel and Corporate Secretary
Dated: December 17, 2025