CNX 8-K
CNX Resources Corp (CNX)
8-K
2024-12-05
For: 2024-12-04
View Original
Added on
April 11, 2026
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 4, 2024
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code:
(724 ) 485-4000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 8.01 Results of Operations and Financial Condition.
On December 4, 2024, CNX Gas Company LLC (the “Company”), a wholly owned subsidiary of CNX Resources Corporation, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Apex Upstream, LLC and Apex WML, LLC (collectively, the “Sellers”) to acquire, directly and indirectly, all of the issued and outstanding membership interests in Apex Energy (PA), LLC, Apex Energy Minerals, LLC and Apex WML Midstream, LLC (the “Transaction”).
Pursuant to the Purchase Agreement, which has an economic effective time of October 1, 2024, the Company will pay a cash purchase price of $505 million, subject to customary closing adjustments for an acquisition of upstream assets. The closing of the Transaction (the “Closing”) is expected to occur in the first quarter of 2025, subject to the satisfaction or waiver of certain customary closing conditions.
The Purchase Agreement also provides certain termination rights for the Company and the Sellers, including, without limitation, the right to terminate (i) by either party, if Closing has not occurred on or before February 26, 2025 and (ii) by the Company, if a material adverse effect occurs with respect to the Sellers or the business owned by the Sellers.
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
Timothy S. Bedard
Executive Vice President, General Counsel and Corporate Secretary
Dated: December 5, 2024