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美国

证券交易委员会

华盛顿特区20549

 __________________________________________________

表格 10-Q

  __________________________________________________ 

(标记一个)

☒			根据1934年证券交易所法第13或第15(d)条规定的季度报告。

截至2024年6月30日季度结束 2024年9月30日

或

☐			根据1934年证券交易法第13或15(d)条款的过渡报告

到                      天从发票日期计算，被视为商业合理。                     

委员会文件号码： 001-14901

  __________________________________________________

CNX资源公司

（依凭章程所载的完整登记名称）

特拉华州						51-0337383
(依据所在地或其他管辖区) 的注册地或组织地点)						(国税局雇主识别号码) 识别号码)

CNX中心

1000 Horizon Vue Drive

Canonsburg, 宾夕法尼亚州 15317-6506

(总办事处地址，包括邮递区号)

注册人电话号码，含区号： (724) 485-4000

根据法案第12(b)条规定注册的证券：

每种类别的名称

交易标的（s）

注册的交易所名称

普通股（名称价值$.01）

CNX

纽约证券交易所

优先股购买权

--

纽约证券交易所

 __________________________________________________ 

勾选是否公司： （1）根据1934年证券交易法第13或15（d）节的规定，在过去12个月内已提交所有要求提交的报告（或对于公司需要提交此类报告的较短期间）；以及（2）过去90天公司受到此类提交要求的规定。 是  ☒不☐

请以选框表示，登记者在过去12个月内（或登记者被要求提交此类档案的较短期间内）是否已按照Regulation S-t第405条款（本章节第232.405条）的规定，提交了每个必须提交的互动资料档案？ 是  ☒　　　　不　　 ☐

按核取方块指出登记人是大型快速文件提交者、加速文件提交者、非加速文件提交者、较少报告公司或新兴成长企业，详见交易所法案第120亿2号中“大型快速文件提交者”、“加速文件提交者”、“较少报告公司”和“新兴成长企业”之定义。

大型加速归档人  ☒    加速归档者 ☐ 未采用加速方式的申报人 ☐ 较小报告公司 ☐

新兴成长公司 ☐ 如果一家新兴成长型企业，请打勾表示公司已选择不使用扩展过渡期以符合根据《交易所法案》第13(a)条所提供的任何新的或修订财务会计准则。 ☐

请以勾选表示，注册人是否为空壳公司（根据交易所法案第120亿2条定义）。 是☐不☒

请表示于最近可行日期，每种发行人普通股的流通股数。

Class A普通股						2024年10月9日现有股份总数
普通股，每股0.01美元面值						149,271,235

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目 录

						页面
第一部分　财务资讯
项目 1。			未经查核的简明合并基本报表
			三者的综合收入综合表 9 2024年6月30日 九月tember 30、2024和2023年			5
			Consolidated Statements of Comprehensive Income for the three and 9 2024年6月30日 九月 30、2024和2023年			6
			基本报表包括日期为2023年12月31日及1月1日的资产负债表 九月 2024年12月31日及2023年12月31日			7
			三和股东权益综合报表 9 2024年6月30日 九月 30、2024和2023年			10
			截至基本报表日期之合并现金流量表： 9 2024年6月30日 九月 30、2024和2023年			11
			附注未经核数的合并财务报表			12
项目 2。			管理层对财务状况和业绩的讨论与分析			30
项目 3。			市场风险的定量和定性披露。			56
项目 4。			内部控制及程序			57
第二部分其他资讯
项目 1。			法律诉讼			58
项目 1A。			风险因素			58
条目 2。			股票权益的未注册销售和资金用途			58
项目 5。			其他资讯			58
项目 6。			展品			59

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一些油气相关术语词汇汇编

以下是石油和燃料币行业常用的某些术语和缩写，并包括在本10-Q表格中：

桶 - 一桶原油等于42美加仑的液体体积，用于量度石油或其他液态碳氢化合物。

BBtu - 十亿英国热量单位。

十亿立方英尺 - 十亿立方英尺的天然气。

燃料币 - 十亿立方英尺的天然气等值，一桶石油相当于六千立方英尺的气体。

Btu - 一个英热单位。

Mbbls - 一千桶石油或其他液体碳氢化合物。

百万立方英尺 一千立方英尺的天然气。

Mcfe 一千立方英尺的天然气相当于一桶石油，相当于六千立方英尺的天然气。

MMBtu 一百万英热单位。

百万立方英尺天然气当量 一桶石油相当于六千立方英尺的天然气。

天然气液体 - 天然气液体 - 天然气中通过吸收、冷凝或其他方法在气体处理厂被分离为液体的碳氢化合物。

TCFE ─ 一兆立方英尺的天然气相当于一桶石油等于6,000立方英尺的燃料币。

基础 商品价格基础，指的是商品在主要贸易中心的价格与各区域销售点的对应销售价格之间的差异。这种差异通常与产品质量、地理位置、交通运输能力的可用性和合同定价等因素相关。

混合 混合是将干燥和潮湿燃料币混合，以满足下游管线规格的过程。

凝析油 - 一种在原油藏温度和压力下存在于气相的碳氢化合物混合物，但产出时在地表压力和温度下为液相。

传统玩法 - ，一个在wti原油和天然气行业中使用的术语，指的是一个被认为能够生产原油和天然气的区域，在结构和地层陷阱中以传统的回收方法出现的离散累积。

煤层气（CBM）- 一种在煤层或煤层中发现的非传统天然气形式。

煤矿田沼气 （CMM） － 任何通过井、去气孔、通风孔或排瓦斯孔抽出或释放的气态碳氢化合物，用于对地下煤炭开采作业进行脱气。煤矿田沼气可能会在或上方开采活动中被抽出或释放，并在脱气活动期间、之前或之后在与脱气活动相关的开采活动中产生或释放。

开发储量 - 开发储量指可以预料通过现有井、现有设备和操作方法或所需设备成本相对较小于新井成本的情况下回收的储量，以及在储量估算时透过已安装的抽取设备和当时运作的制造行业而由非井涉及的方式进行抽取。

开发井 - 在石油或天然气储层的证明区域内钻探开采至已知具生产力的地层地平面的井。

干燥燃料币 - 天然气不含或极少液体碳氢化合物。

环保母基属性 - 包括（但不限于）：碳信用额度，空气品质额度，可再生或替代能源额度，甲烷捕获额度，甲烷性能证书，减排，抵销和/或津贴。

探勘井 - 一口钻井，用于寻找新的油田或在先前发现为含石油或天然气的油田中寻找新的储层。一般来说，探勘井是指任何非开发井、扩展井、服务井或地层测试井的钻井。

勘探成本 - 在确定可能需要进行检查的区域和检查被认为可能含有石油和天然气储量前景的具体区域上所支出的成本，包括钻探勘探井和勘探型地层测试井的成本。探勘成本可能在获得相关财产之前（有时部分称为寻矿成本）和之后产生。勘探成本的主要类型包括压力位设备和设施的折旧和适用运营成本以及勘探活动的其他成本：(i) 地形、地理和地球物理研究成本及获取进行这些研究的财产使用权的成本，(ii) 持有和保留未开发的财产的成本，如延迟租金和土地和租赁记录的维护，(iii) 干井贡献 (iv) 钻探和装备勘探井的成本，和 (v) 钻探勘探型地层测试井的成本。

数码天然气井 - 一口钻造或改造成可生产煤层气或其他天然气的井，这种井由于在已开采的煤层上下形成了压力不足的地区而能够生产或有能力生产煤层气。

总脏亩数 －拥有工作权益的总土地英亩数。

总井数 - 拥有工作利益的总井数。

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租赁操作费用 - 在生产租赁物上运作井和设备的成本，其中许多是重复性的。包括水处置、维修和保养、设备租赁和运营用品等项目。

净值 「净」天然气或「净」英亩是通过将公司在全部井或英亩中拥有的分数所有权工作利益相加来确定的。

净可耕地面积 - 指拥有者拥有的土地面积在特定总土地面积中所占的英亩数。

净井数 根据工作权益，所有者在一口井中持有的百分比所有权。

新科技 - 目前代表了CNX认为在环保母基、专有技术和衍生产品开发领域中独特的市场机遇。请参见第2项 - 管理层对于Form 10-Q的讨论和分析，以了解CNX的新科技努力。

nymex - 纽约商品交易所。

实物销售 - 天然气的购买和销售是通过买方和卖方之间的合同进行的。 双方同意在特定期间以特定价格进行一定量的天然气实际交割。

播放 - 一个证实含有商业量碳氢化合物的地质形成。

生产成本 - 涵盖经营及维护井及相关设备设施所产生的成本，包括折旧和相关支援设备设施的适用维运成本，这些成本将成为生产的石油和天然气的成本。

证实储量 - 经地质和工程数据分析，天然气和天然气液体（NGL）的数量可以合理确定估计为从特定日期起从已知储量中根据现有的经济条件、作业方法和政府法规开采，直至具有经营权的合约到期之前，除非有证据显示续约是相当确定的，不论估计使用的是确定性还是概率性方法。

开发证明储量（PDPs） －预计通过现有井、现有设备和操作方法可以回收的证明储量。

开发证明的未开发储量（PUDs） - 证明储量，可以合理确定地预测从未钻井的证明面积上开发的新井中恢复，或者从现有井中恢复，并且需要相对较大的支出进行完工。

储油层 一个多孔且透水的地下层，其中包含可开采的天然气和/或石油天然堆积，被不透水的岩石或水隔离，并与其他储层分开。

权利金益 - 指对石油和天然气租约的利益，使得利益所有人有权利收到从租出土地生产部分（或其销售所得）的份额，但通常不需要利益所有人支付租出土地上油井或运营井的任何成本的部分。权利金可能是土地所有人的权利金，这些权利金在租约授予时由土地所有人保留，也可能是超额权利金，这些权利金通常由租赁物业的拥有人在转让给后续拥有人时保留。

吞吐量 - 天然气在特定期间运输或通过管道、工厂、站点或其他设施的成交量。 

TIL - 进货线；转向销售的精美转变。

交通、采集和压缩 - 与将天然气运送至最终销售点相关的成本。这些成本还包括与为最终销售而对天然气、天然气液体和凝析油进行物理准备相关的成本，其中包括加工、压缩、脱水和分馏等成本。

服务良好 - 一口钻井或完成的井，用于支援现有油田的生产。服务井的具体用途包括燃料币注入、注水和废盐水处置等。

页岩气 - 一种被困在页岩地层中的非传统天然气。

非传统形成 - 一个用于油气行业的术语，用来指称目标储层通常属于以下三个类别之一：（1）紧密砂岩、（2）煤层或（3）页岩。这些储层倾向覆盖广大区域，缺乏通常定义传统储层的明显陷阱、封闭层和离散的碳氢-水界限。这些储层通常需要压裂刺激处理或其他特殊的回收工艺，以达到经济的流量水平。

未开发的储量 - 未开发的储量指预期可从新的未钻井土地开采出的储量，或者从现有的井中需要相对重大支出才能回收的储量。未钻井土地上的储量仅限于直接邻接开发间隔区域的储量，当钻井时能合理确信其生产，除非存在证据表明，在更远距离也具有合理经济生产的合理确定性。未钻井地点只有在采用开发计划，并指示在五年内应开钻时，才能归类为具有开发未完成的储量，除非特定情况证明需要更长时间。在任何情况下，未开发储量的估算不应归因于任何计划拟采用流体注入或其他改进恢复技术的土地，除非这些技术已被同一储层或类似储层中实际项目证明有效，或使用可靠的科技证据建立了合理的确定性。

未证实的性质 - 没有证实储备的性质。

湿气币 - 含有大量重烃类，如丙烷、丁烷和其他液态烃类的天然气。

工作利益 - 持有者有权在房产上钻探、生产和进行运作活动并获得产量份额的利益。

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第一部分：财务信息

 

项目 1。基本报表合并财务报表

CNX资源公司及其子公司

综合损益表

（金额以千美元计，每股数据除外）			结束于三个月的期间												九个月结束了
(未经查核)			九月三十日，												九月三十日，
营业收入及其他营运收入：			2024						2023						2024						2023
天然气、天然气液体和石油营业收入			$	259,459					$	255,124					$	821,664					$	967,823
商品衍生工具收益			88,964						47,803						110,587						1,352,442
购买燃料币营业收入			27,306						11,135						52,612						57,302
其他收入及营业额			48,484						36,444						145,345						88,614
总营业收入及其他营业收入			424,213						350,506						1,130,208						2,466,181
成本和费用：
营运费用
租赁营业费用			17,253						16,573						52,798						46,139
生产、征收和其他费用			6,646						8,131						20,909						23,191
交通、集气及压缩			96,274						95,820						284,633						281,788
折旧、减值和摊销			121,227						111,855						357,418						320,758
勘探和生产相关其他成本			1,935						1,600						6,610						8,431
购买燃料币成本			26,594						10,694						50,549						53,834
销售、总务和行政成本			32,498						29,213						102,194						95,806
其他营运支出			16,462						26,057						62,172						62,226
总营运支出			318,889						299,943						937,283						892,173
其他费用（收入）
$			(4,590)						1,454						(10,664)						5,133
(资产出售与废弃)损益(净额)			(10,570)						(5,524)						8,912						(120,992)
偿债损失			—						—						7,043						—
利息费用			37,923						35,391						113,997						105,947
其他综合支出(收入)合计			22,763						31,321						119,288						(9,912)
总费用及支出			341,652						331,264						1,056,571						882,261
税前收入			82,561						19,242						73,637						1,583,920
所得税费用(利益)			17,021						(2,139)						19,507						377,189
净利润			$	65,540					$	21,381					$	54,130					$	1,206,731
每股盈利
基本			$	0.44					$	0.13					$	0.36					$	7.34
稀释			$	0.37					$	0.12					$	0.32					$	6.24
宣布分红派息			$	—					$	—					$	—					$	—

附注是此基本报表的一个重要部分。

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CNX资源公司及其子公司

综合收益陈述

			结束于三个月的期间												九个月结束了
(以千美元计)			九月三十日，												九月三十日，
(未经查核)			2024						2023						2024						2023
净利润			$	65,540					$	21,381					$	54,130					$	1,206,731
其他综合收益：
根据精算确定的长期负债调整（扣除税后：$30), $(27), $(90), $(81))			81						72						243						216
综合收益			$	65,621					$	21,453					$	54,373					$	1,206,947

附注是此基本报表的一个重要部分。

6

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CNX资源公司及其子公司

合并资产负债表

 

			(未经查核)
(以千美元计)			九月三十日， 2024						12月31日， 2023
资产
流动资产：
现金及现金等价物			$	1,310					$	443
应收帐款和应收票据：
交易、净额			101,788						116,119
其他应收款，净额			50,597						17,872
供应品存货			12,965						19,846
衍生工具			147,020						252,524
预付费用			19,259						14,984
所有流动资产总额			332,939						421,788
不动产、厂房和设备：
产业、厂房及设备			12,907,324						12,537,118
少—累计折旧、减损及摊销			5,533,957						5,194,485
总财产、厂房及设备—净值			7,373,367						7,342,633
其他非流动资产:
Operating Lease Right-of-Use 资产			103,692						139,466
衍生工具			228,883						280,530
商誉			323,314						323,314
其他无形资产			65,524						70,438
其他			110,330						48,488
其他非流动资产总额			831,743						862,236
总资产			$	8,538,049					$	8,626,657

附注是此基本报表的一个重要部分。

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CNX资源公司及其子公司

合并资产负债表

			(未经查核)
（金额以千美元计，每股数据除外）			九月三十日， 2024						12月31日， 2023
负债和权益
当前负债：
应付帐款			$	120,125					$	147,361
衍生工具			185,795						61,102
融资租赁负债的当前部分			2,576						1,862
长期负债的当期部分			327,236						325,668
运营租赁负债的当前部分			49,033						53,791
其他应付负债			207,972						233,214
全部流动负债			892,737						822,998
非流动负债:
长期负债			1,957,655						1,888,706
融资租赁负债			10,270						5,500
营业租赁负债			57,493						89,531
衍生工具			369,569						526,554
递延所得税			745,735						729,454
资产退休偿债负债			104,921						105,315
其他			142,954						97,582
非流动负债总额			3,388,597						3,442,642
负债合计			4,281,334						4,265,640
股东权益：
普通股，每股面值$.01 「面值」； 500,000,000 授权股数， 149,256,306 2024年9月30日发行并流通股数； 154,382,880 2023年12月31日发行并流通股数			1,494						1,548
超越面值的资本			2,348,061						2,384,910
优先股， 15,000,000 股份已授权 无 已发行股数：			—						—
保留收益			1,914,218						1,981,860
累积其他综合损失			(7,058)						(7,301)
股东权益总额			4,256,715						4,361,017
负债总额及股东权益			$	8,538,049					$	8,626,657

附注是此基本报表的一个重要部分。

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CNX资源公司及其子公司

股东权益合并报表

(以千美元计) (未经查核)			Common 股票						资本中 过剩 巴黎 价值						保留收益						累计 其他 综合 亏损																		总计 股权
2024年6月30日			$	1,516					$	2,363,053					$	1,893,215					$	(7,139)																	$	4,250,645
净利润			—						—						65,540						—																		65,540
发行普通股			1						169						—						—																		170
普通股的购买和养老			(23)						(19,353)						(44,234)						—																		(63,610)
留存股份以支付税款			—						—						(303)						—																		(303)
股票型酬劳奖励之摊销			—						4,192						—						—																		4,192
其他综合收益			—						—						—						81																		81
2024年9月30日			$	1,494					$	2,348,061					$	1,914,218					$	(7,058)																	$	4,256,715
(以千美元计) (未经查核)
2023年6月30日			$	1,625					$	2,440,895					$	1,547,036					$	(6,369)																	$	3,983,187
净利润			—						—						21,381						—																		21,381
发行普通股			1						916						—						—																		917
普通股股票的购买和养老			(26)						(20,805)						(30,185)						—																		(51,016)
股票被扣留以支付税款			—						—						(96)						—																		(96)
股本授予奖励的摊销			—						2,869						—						—																		2,869
其他综合收益			—						—						—						72																		72
2023年9月30日			$	1,600					$	2,423,875					$	1,538,136					$	(6,297)																	$	3,957,314

附注是此基本报表的一个重要部分。

9

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CNX资源公司及其子公司

股东权益合并报表

(以千美元计)			普通股						资本主义 过剩 of Par 价值						保留收益						累积其他综合损失																		股东权益总额
2023年12月31日			$	1,548					$	2,384,910					$	1,981,860					$	(7,301)																	$	4,361,017
(未经审计)
净利润			—						—						54,130						—																		54,130
发行普通股			2						1,206						—						—																		1,208
普通股的购买和养老			(66)						(53,790)						(103,591)						—																		(157,447)
为了税款而扣留的股份			—						—						(18,181)						—																		(18,181)
股票型酬金奖励的摊销			10						15,735						—						—																		15,745
其他综合收益			—						—						—						243																		243
2024年9月30日			$	1,494					$	2,348,061					$	1,914,218					$	(7,058)																	$	4,256,715
(以千美元计)
2022年12月31日			$	1,712					$	2,506,269					$	448,993					$	(6,513)																	$	2,950,461
(未经审计)
净利润			—						—						1,206,731						—																		1,206,731
发行普通股			2						1,652						—						—																		1,654
普通股的购买和养老			(123)						(100,086)						(108,108)						—																		(208,317)
以股票款代缴税款			—						—						(9,480)						—																		(9,480)
股票酬劳奖励之摊销			9						16,040						—						—																		16,049
其他综合收益			—						—						—						216																		216
2023年9月30日			$	1,600					$	2,423,875					$	1,538,136					$	(6,297)																	$	3,957,314

附注是此基本报表的一个重要部分。

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CNX资源公司及其子公司

综合现金流量表

(未经查核)			九个月结束了
单位：千美元			九月三十日，
经营活动产生的现金流量：			2024						2023
净利润			$	54,130					$	1,206,731
调整以将净利润调和为营运活动提供的净现金：
折旧、减值和摊销			357,418						320,758
已摊销的融资成本			8,722						6,943
基于股份的薪酬			15,745						16,049
资产出售和废弃的损耗（收益），净额			8,912						(120,992)
偿债损失			7,043						—
商品衍生工具收益			(110,587)						(1,352,442)
其他衍生工具的损失			1,099						2,231
商品衍生工具结算收到的净现金			234,347						18,521
递延所得税			16,191						372,389
其他			1,001						(694)
营运资产变动：
应收帐款及票据			(16,010)						263,251
供应品存货			6,881						7,149
预付费用			(4,275)						2,120
其他资产变动			(46,337)						267
营运负债变动：
应付帐款			(4,648)						(1,202)
应计利息			(15,126)						(9,287)
其他营运负债			(13,075)						(77,807)
其他负债变动			45,551						(528)
营业活动提供的净现金流量			546,982						653,457
投资活动之现金流量：
资本支出			(434,837)						(571,655)
资产出售所得			24,152						161,937
对股权联属投资			(3,562)						—
投资活动使用的净现金流量			(414,247)						(409,718)
筹资活动现金流量：
长期票据支付			(356,504)						—
来自CNXm循环信贷提款的收益			193,550						214,850
CNXm循环信贷提款的还款			(272,050)						(280,500)
来自CNX循环信贷提款的收益			939,700						1,186,301
CNX循环信贷提款的还款			(838,500)						(1,161,301)
来自CNX购置Senior Notes的收益			395,000						—
其他债务支付			(1,722)						(1,134)
普通股发行收益			1,208						1,654
股票被扣留以支付税款			(18,181)						(9,480)
购买普通股			(159,197)						(206,441)
债务发行和融资费用			(15,172)						(356)
筹资活动中使用的净现金流			(131,868)						(256,407)
现金及现金等价物的净增加（减少）			867						(12,668)
期初现金及现金等价物			443						21,321
期末现金及现金等价物			$	1,310					$	8,653

附注是此基本报表的一个重要部分。

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CNX资源公司及其子公司

未经审计的合并财务报表附注

（金额以千美元计，每股数据除外）

注意事项1—报告基础：

附带的未经审计的综合基本报表已按照通用会计准则（"GAAP"）编制，用于中期财务资讯，并符合第10-Q表格和S-X法规第10条的指示。因此，它们不包括通用会计准则对完整基本报表所要求的所有资讯和注脚。在管理层的意见中，已包括了为公正陈述所需的所有调整（包括正常的常态性应计项）。截至2024年9月30日的三个月和九个月的营运结果未必代表将来期间可能预期的结果。

2023年12月31日的综合资产负债表基于该日期的审核综合财务报表，但不包括所有基本报表所需的依据普遍会计原则的附注。欲获取更多资讯，请参阅截至2023年12月31日年结日的相关附注和综合财务报表，该报表包含于CNX Resources Corporation的（“CNX”，“CNX Resources”，“公司”，“我们”或“我们的”）年度报告中，该报告已于2024年2月8日向证券交易委员会（“SEC”）提交（“2023 Form 10-K”）。

过往期间的某些金额已重新分类以符合当期呈现。

现金及现金等价物

现金及现金等价物包括手头现金、存在银行机构的存款以及所有原始到期日不超过三个月的高度流通的短期证券。

应收帐款

截至2024年9月30日和2023年12月31日，应收帐款-交易达$101,788 15.1116,119分别为，其他应收帐款达$50,597 15.117,8722024年债务交易

根据过去事件的相关信息，包括历史经验、当前状况和影响报告金额可收回性的合理可支持预测，来衡量预期信用损失。管理层根据客户应收帐款的历史应收帐款结余老化情况记录信用损失的提存。应收款项的可收回性根据过去事件、历史经验、客户信用评级以及当前市场状况来确定。 CNX持续监控客户评级和收回性。当所有收款手段已用尽且恢复可能性被视为遥远时，账户结余将从提存中核销。

以下代表截至九个月结束时与信贷损失准备相关的活动：

			九月三十日，
			2024						2023
信用亏损准备金-交易，年初			$	84					$	84
预期信用损失准备			—						—
信用亏损准备金-交易，期末			$	84					$	84
信用亏损准备金-其他应收款，年初			$	2,847					$	2,937
收回款项			(1,692)						—
预期信用损失准备			201						(17)
呆账转备			—						(93)
信贷损失准备金 - 其他应收款，期末			$	1,356					$	2,827

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NOTE 2—EARNINGS PER SHARE:

Basic earnings per share is computed by dividing net income or net loss by the weighted average shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include, if dilutive, additional shares from stock options, restricted stock units, performance share units and shares issuable upon conversion of CNX's outstanding 2.25% convertible senior notes due May 2026 (the "Convertible Notes") (See Note 10 – Long-Term Debt). The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted stock units and performance share units were released, that the shares that are issuable from the conversion of the Convertible Notes are issued (subject to the considerations discussed further in the paragraph below), and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. In periods when CNX recognizes a net loss, the impact of outstanding stock awards and the potential share settlement impact related to CNX's Convertible Notes are excluded from the diluted loss per share calculation as their inclusion would have an anti-dilutive effect.

The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings per share because their effect would be anti-dilutive:

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Anti-Dilutive Options			11,058						—						6,134						19,800
Anti-Dilutive Restricted Stock Units			—						33,983						36,018						85,109
			11,058						33,983						42,152						104,909

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. The Company expects to settle the principal amount of the Convertible Notes in cash. 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 10 – 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. In periods where CNX recognizes net income, the conversion spread has a dilutive impact on diluted earnings per share when the average market price of the Company's common stock for a given period exceeds the initial conversion price of $12.84 per share for the Convertible Notes. 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.

The table below sets forth the share-based awards that have been exercised or released:

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Options			24,675						110,170						934,111						183,799
Restricted Stock Units			47,188						11,026						893,400						907,811
Performance Share Units			—						—						753,673						576,421
			71,863						121,196						2,581,184						1,668,031

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The computations for basic and diluted earnings per share are as follows:

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Net Income			$	65,540					$	21,381					$	54,130					$	1,206,731
Basic Earnings Available to Shareholders			$	65,540					$	21,381					$	54,130					$	1,206,731
Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax)			$	1,377					$	1,417					$	4,132					$	4,251
Diluted Earnings Available to Shareholders			$	66,917					$	22,798					$	58,262					$	1,210,982
Weighted-Average Shares of Common Stock Outstanding			150,342,177						160,703,884						152,098,676						164,403,476
Effect of Diluted Shares:
Options			748,078						1,256,101						888,717						1,131,257
Restricted Stock Units			1,422,715						1,495,877						1,248,254						1,217,194
Performance Share Units			848,622						1,466,767						782,130						1,441,589
Convertible Notes			25,751,869						25,751,869						25,751,869						25,751,869
Weighted-Average Diluted Shares of Common Stock Outstanding			179,113,461						190,674,498						180,769,646						193,945,385
Earnings per Share:
Basic			$	0.44					$	0.13					$	0.36					$	7.34
Diluted			$	0.37					$	0.12					$	0.32					$	6.24

NOTE 3—REVENUE FROM CONTRACTS WITH CUSTOMERS:

Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company has elected to exclude all taxes from the measurement of transaction price.

For natural gas, NGL and oil, and purchased gas revenue, the Company generally considers the delivery of each unit (MMBtu or Bbl) to be a separate performance obligation that is satisfied upon delivery. Payment terms for these contracts typically require payment within 25 days of the end of the calendar month in which the hydrocarbons are delivered. A significant number of these contracts contain variable consideration because the payment terms refer to market prices at future delivery dates. In these situations, the Company has not identified a standalone selling price because the terms of the variable payments relate specifically to the Company’s efforts to satisfy the performance obligations. A portion of the contracts contain fixed consideration (i.e., fixed price contracts or contracts with a fixed differential to NYMEX or index prices). The fixed consideration is allocated to each performance obligation on a relative standalone selling price basis. For these contracts, the Company generally concludes that the fixed price or fixed differentials in the contracts are representative of the standalone 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. 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. The gas gathering services are interruptible in nature and include charges for the volume of gas actually gathered and do not guarantee access to the system. Volumetric based fees are based on actual volumes gathered. The Company generally considers the interruptible gathering of each unit (MMBtu) of natural gas as a separate performance obligation. Payment terms for these contracts typically require payment within 25 days of the end of the calendar month in which the hydrocarbons are gathered. All sales of environmental attributes (which includes items such as (but are not limited to): carbon credits, air quality credits, renewable or alternative energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances) are under short-term contracts, and revenue is recognized when the environmental attribute is transferred to a third party.

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Disaggregation of Revenue

The following table is a disaggregation of revenue by major source:

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Revenue from Contracts with Customers:
Natural Gas Revenue			$	209,228					$	214,809					$	682,754					$	841,841
NGL Revenue			46,173						38,082						131,789						114,900
Oil/Condensate Revenue			4,058						2,233						7,121						11,082
Total Natural Gas, NGL and Oil Revenue			259,459						255,124						821,664						967,823
Purchased Gas Revenue			27,306						11,135						52,612						57,302
Other Sources of Revenue and Other Operating Income:
Gain on Commodity Derivative Instruments			88,964						47,803						110,587						1,352,442
Other Revenue and Operating Income			48,484						36,444						145,345						88,614
Total Revenue and Other Operating Income			$	424,213					$	350,506					$	1,130,208					$	2,466,181

The disaggregated revenue information corresponds with the Company’s segment reporting found in Note 14 – Segment Information.

Contract Balances

CNX invoices its customers once a performance obligation has been satisfied, at which point payment is unconditional. Accordingly, CNX's contracts with customers do not give rise to material contract assets or liabilities under ASC 606. The Company has no contract assets recognized from the costs to obtain or fulfill a contract with a customer.

Transaction Price Allocated to Remaining Performance Obligations

ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied. However, the guidance provides certain practical expedients that limit this requirement, including when variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a series.

A significant portion of CNX's natural gas, NGL and oil and purchased gas revenue is short-term in nature with a contract term of one year or less. 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.

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. As such, the Company has not disclosed the value of unsatisfied performance obligations pursuant to the practical expedient.

For natural gas, NGL and oil revenue associated with contract terms greater than one year with a fixed price component, the aggregate amount of the transaction price allocated to remaining performance obligations was $41,742 as of September 30, 2024. The Company expects to recognize net revenue of $20,941 in the next 12 months and $18,763 over the following 12 months, with the remainder recognized thereafter.

For revenue associated with CNX's midstream contracts, which also have terms greater than one year, the interruptible gathering of each unit of natural gas represents a separate performance obligation; therefore, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.

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Prior-Period Performance Obligations

CNX records revenue in the month production is delivered to the purchaser. However, settlement statements for certain natural gas, NGL and oil revenue may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. CNX records the differences between the estimate and the actual amounts received in the month that payment is received from the purchaser. The Company has existing internal controls for its revenue estimation process and the related accruals, and any identified differences between its revenue estimates and the actual revenue received historically have not been significant. For the three and nine months ended September 30, 2024 and 2023, revenue recognized in the current reporting period related to performance obligations satisfied in a prior reporting period was not material.

NOTE 4—ACQUISITIONS AND DISPOSITIONS:

During the nine months ended September 30, 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) Loss on Asset Sales and Abandonments, net in the Consolidated Statements of Income.

During the nine months ended September 30, 2023, CNX closed on the sale of various non-operated producing oil and gas assets primarily located in the Appalachian Basin to a third party. The net cash proceeds of $124,545 are included in Proceeds from Asset Sales in the Consolidated Statements of Cash Flows and the net gain on the transaction of $99,655 is included in the (Gain) Loss on Asset Sales and Abandonments, net in the Consolidated Statements of Income. For the three months ended September 30, 2023, due to final adjustments related to the sale, the transaction resulted in an additional net loss of $2,765.

Additionally, (Gain) Loss on Asset Sales and Abandonments, net in the Consolidated Statements of Income for both the three and nine months ended September 30, 2024 and 2023 and Proceeds from Asset Sales in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 include the sale of various non-core assets (rights-of-way, surface acreage and other non-core oil and gas interests and assets), none of which were individually material.

NOTE 5—INCOME TAXES:

The effective tax rates for the three and nine months ended September 30, 2024 were 20.6% and 26.5%, respectively. The effective tax rates for the three and nine months ended September 30, 2023 were (11.1)% and 23.8%, respectively. The effective tax rate for the three and nine months ended September 30, 2024 differs from the U.S. federal statutory rate of 21% primarily due to the impact of equity compensation, federal tax credits, and state taxes. The effective tax rate for the three and nine months ended September 30, 2023 differs from the U.S. federal statutory rate of 21% primarily due to the impact of equity compensation, federal tax credits, and state taxes (change in West Virginia tax law).

The total amount of uncertain tax positions at September 30, 2024 and December 31, 2023 was $112,962 and $99,918, respectively. If these uncertain tax positions were recognized, approximately $112,962 and $99,918 would affect CNX's effective tax rate at September 30, 2024 and December 31, 2023, respectively. In 2024, CNX recognized an increase in unrecognized tax benefits of $13,044 for tax benefits resulting from tax positions claimed on our 2023 federal income tax return and anticipated to be claimed on our 2024 federal income tax return for additional federal tax credits.

CNX recognizes accrued interest and penalties related to uncertain tax positions in interest expense and income tax expense, respectively. As of September 30, 2024 and December 31, 2023, CNX had no accrued liabilities for interest and penalties related to uncertain tax positions.

CNX and its subsidiaries file federal income tax returns with the United States and tax returns within various states. With few exceptions, the Company is no longer subject to United States federal, state, local, or non-U.S. income tax examinations by tax authorities for the years before 2021.

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. The deduction is available over a ten-year period beginning with the first tax year on or after January 1, 2033. For the nine months ended September 30, 2023, the Company has recorded a discrete income tax benefit of approximately $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.

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NOTE 6—PROPERTY, PLANT AND EQUIPMENT:

			September 30, 2024						December 31, 2023
Intangible Drilling Cost			$	6,117,893					$	5,902,498
Gas Gathering Equipment			2,647,466						2,631,110
Gas Wells and Related Equipment			1,626,388						1,513,945
Proved Gas Properties			1,386,226						1,374,685
Unproved Gas Properties			729,548						724,401
Surface Land and Other Equipment			181,644						187,316
Other			218,159						203,163
Total Property, Plant and Equipment			12,907,324						12,537,118
Less: Accumulated Depreciation, Depletion and Amortization			5,533,957						5,194,485
Total Property, Plant and Equipment - Net			$	7,373,367					$	7,342,633

NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill:

All goodwill is attributed to the Midstream reporting unit within the Shale segment. Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount.

The accumulated impairment loss on goodwill is $473,045, resulting in a carrying value of $323,314 at both September 30, 2024 and December 31, 2023.

Other Intangible Assets:

The carrying amount and accumulated amortization of other intangible assets consist of the following:

			September 30, 2024						December 31, 2023
Other Intangible Assets:
Gross Amortizable Asset - Customer Relationships			$	109,752					$	109,752
Less: Accumulated Amortization - Customer Relationships			44,228						39,314
Total Other Intangible Assets, net			$	65,524					$	70,438

The customer relationship intangible asset is being amortized on a straight-line basis over approximately 17 years. Amortization expense related to other intangible assets for both the three and nine months ended September 30, 2024 and 2023 was $1,638 and 4,914, respectively. The estimated annual amortization expense is expected to approximate $6,552 per year for each of the next five years.

NOTE 8—REVOLVING CREDIT FACILITIES:

CNX:

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. 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.

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.

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In addition to refinancing all outstanding amounts under the prior CNX Credit Facility, borrowings under the CNX Credit Facility may be used by CNX for general corporate purposes.

Interest on outstanding indebtedness under the CNX Credit Facility currently accrues, at the Company’s option, at a rate based on either:

•the highest of (i) PNC Bank, National Association’s prime rate, (ii) the federal funds open rate plus 0.50%, and (iii) the one-month SOFR rate plus 1.0%, in each case, plus a margin ranging from 0.75% to 1.75%; or

•the SOFR rate plus a margin ranging from 1.85% to 2.85%.

The CNX Credit Facility matures on May 17, 2029, provided that if at any time on or after (1) January 30, 2026 (or October 31, 2025, if any debt (as defined in the CNX Credit Facility) is outstanding with a springing maturity date), if any of the Company’s 2.25% Convertible Senior Notes due 2026 are outstanding and (a) availability under the CNX Credit Facility minus (b) the aggregate principal amount of all such outstanding Convertible Senior Notes is less than 20% of the aggregate commitments under the CNX Credit Facility, or (2) October 16, 2028 (or July 17, 2028, if any debt (as defined in the CNX Credit Facility) is outstanding with a springing maturity date), if any of the Company’s 6.0% Senior Notes due 2029 are outstanding and (a) availability under the CNX Credit Facility minus (b) the aggregate principal amount of all such outstanding Senior Notes is less than 20% of the aggregate commitments under the CNX Credit Facility (the first such date, the "Springing Maturity Date'), then the CNX Credit Facility will mature on the Springing Maturity Date.

The CNX Credit Facility also requires that CNX maintain a maximum net leverage ratio of no greater than 3.50 to 1.00, which is calculated as the ratio of debt less cash on hand to consolidated EBITDA, measured quarterly. CNX must also maintain a minimum current ratio of no less than 1.00 to 1.00, which is calculated as the ratio of current assets, plus revolver availability, to current liabilities, excluding derivative asset/liability position, and convertible note liability until one year prior to maturity, and borrowings under the revolver, measured quarterly. The calculation of all of the ratios excludes CNXM, its subsidiaries, and its general partner. CNX was in compliance with all financial covenants as of September 30, 2024.

At September 30, 2024, the CNX Credit Facility had $153,250 of borrowings outstanding, with a weighted average interest rate of 7.02% and $43,457 of letters of credit outstanding, leaving $1,203,293 of unused capacity. 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.

CNXM:

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. 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. The CNXM Credit Facility is not subject to semi-annual redetermination and 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.

Interest on outstanding indebtedness under the CNXM Credit Facility currently accrues, at CNXM's option, at a rate based on either:

•the highest of (i) PNC Bank, National Association’s prime rate, (ii) the federal funds open rate plus 0.50%, and (iii) the one-month SOFR rate plus 1.0%, in each case, plus a margin ranging from 0.75% to 2.00%; or

•the SOFR rate plus a margin ranging from 1.85% to 3.10%.

In addition, CNXM is obligated to maintain at the end of each fiscal quarter (x) a maximum net leverage ratio of no greater than between 5.00 to 1.00 (ranging to no greater than 5.25 to 1.00 in certain circumstances); (y) a maximum secured leverage ratio of no greater than 3.25 to 1.00; and (z) a minimum interest coverage ratio of no less than 2.50 to 1.00; in each case as calculated in accordance with the terms and definitions determining such ratios contained in the CNXM Credit Facility. CNXM was in compliance with all financial covenants as of September 30, 2024.

At September 30, 2024, the CNXM Credit Facility had $26,650 of borrowings outstanding, with a weighted average interest rate of 7.07% and no letters of credit outstanding, leaving $573,350 of unused capacity. At December 31, 2023, the

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prior CNXM Credit Facility had $105,150 of borrowings outstanding, with a weighted average interest rate of 7.50%, and no letters of credit outstanding, leaving $494,850 of unused capacity.

NOTE 9—OTHER ACCRUED LIABILITIES:

			September 30, 2024						December 31, 2023
Royalties			$	81,710					$	100,847
Accrued Interest			29,101						44,227
Transportation Charges			20,379						17,824
Deferred Revenue			15,967						15,831
Short-Term Incentive Compensation			9,942						10,961
Accrued Other Taxes			8,002						9,343
Accrued Payroll & Benefits			6,981						6,619
Purchased Gas Payable			5,373						1,002
Other			20,662						16,777
Current Portion of Long-Term Liabilities:
Asset Retirement Obligations			7,897						7,897
Salary Retirement			1,958						1,886
Total Other Accrued Liabilities			$	207,972					$	233,214

NOTE 10—LONG-TERM DEBT:

			September 30, 2024						December 31, 2023
Senior Notes due January 2029 at 6.00%, Issued at Par Value			$	500,000					$	500,000
Senior Notes due January 2031 at 7.375% (Principal of $500,000 less Unamortized Discount of $4,743 and $5,308, respectively)			495,257						494,692
CNX Midstream Partners LP Senior Notes due April 2030 at 4.75% (Principal of $400,000 less Unamortized Discount of $3,221 and $3,654, respectively)*			396,779						396,346
Senior Notes due March 2032 at 7.25% (Principal of $400,000 less Unamortized Discount of $4,635)			395,365						—
Convertible Senior Notes due May 2026 at 2.25% (Principal of $330,654 less Unamortized Discount and Issuance Costs of $3,145 and $4,586, respectively)			327,509						326,068
CNX Revolving Credit Facility			153,250						52,050
CNX Midstream Partners LP Revolving Credit Facility*			26,650						105,150
Senior Notes due March 2027 at 7.25% (Principal of $350,000 plus Unamortized Premium of $1,728)			—						351,728
Less: Unamortized Debt Issuance Costs			9,919						11,660
			2,284,891						2,214,374
Less: Current Portion			327,236						325,668
Long-Term Debt			$	1,957,655					$	1,888,706

*CNX is not a guarantor of CNXM's 4.75% Senior Notes due April 2030 or the CNXM Credit Facility.

During the nine months ended September 30, 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 unamortized discount of $5,000. The CNX Senior Notes due March 2032, along with the related guarantees, were issued pursuant to an indenture dated February 23, 2024 and accrue interest from February 23, 2024 at a rate of 7.25% per year. Interest is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024. The CNX Senior Notes due March 2032 mature on March 1, 2032. 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).

During the nine months ended September 30, 2024, CNX purchased and retired $350,000 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 nine months ended September 30, 2024.

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In 2020, CNX issued $345,000 in aggregate principal amount of Convertible Notes due May 2026 ("the 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. The Convertible Notes are senior, unsecured obligations of the Company. The Convertible Notes bear interest at a fixed rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020. Proceeds from the issuance of the Convertible Notes totaled $334,650, net of initial purchaser discounts and issuance costs. The Convertible Notes are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).

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.

The Convertible Notes will mature on May 1, 2026, unless earlier repurchased, redeemed or converted. Before February 1, 2026, noteholders will have 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;

•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; or

•upon the occurrence of certain specified corporate events as set forth in the indenture governing the Convertible Notes.

From and after February 1, 2026, noteholders 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.

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. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture governing the Convertible Notes. 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.

The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion.

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. 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.

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 September 30, 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 October 1, 2024 and ending on December 31, 2024, subject to all terms and conditions set forth in the Convertible Notes indenture. The Convertible Notes are therefore classified as short-term debt at September 30, 2024.

The reported interest expense for the Convertible Notes is equal to the 2.25% cash coupon rate. 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. Issuance costs attributable to the

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liability component were $7,024 and were being amortized to interest expense using the effective interest method over the contractual term of the Convertible Notes. Issuance costs attributable to the equity component were $3,326 and were netted with the equity component in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity.

The net carrying amount of the liability and equity components of the Convertible Notes was as follows:

			September 30, 2024						December 31, 2023
Liability Component:
Principal			$	330,654					$	330,654
Unamortized Issuance Costs			(3,145)						(4,586)
Net Carrying Amount			$	327,509					$	326,068
Fair Value			$	842,493					$	537,465
Fair Value Hierarchy			Level 2						Level 2

Interest expense related to the Convertible Notes is as follows:

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Contractual Interest Expense			$	1,860					$	1,860					$	5,580					$	5,580
Amortization of Issuance Costs			484						470						1,441						1,400
Total Interest Expense			$	2,344					$	2,330					$	7,021					$	6,980

In connection with the offering of the Convertible Notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls"). The Capped Calls each have an initial strike price of $12.84 per share, subject to certain adjustments, which correspond to the initial conversion price of the Convertible Notes. The Capped Calls have an initial cap price of $18.19 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the Convertible Notes, and are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The conditions that cause adjustments to the initial strike price of the Capped Calls mirror the conditions that result in corresponding adjustments for the Convertible Notes. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Convertible Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $35,673 incurred in connection with the Capped Calls was recorded as a reduction to Capital in Excess of Par Value.

NOTE 11—COMMITMENTS AND CONTINGENT LIABILITIES:

CNX and its subsidiaries are subject to various lawsuits and claims with respect to such matters as personal injury, royalty accounting, damage to property, climate change, governmental regulations including environmental violations and remediation, employment and contract disputes and other claims and actions arising out of the normal course of business. CNX accrues the estimated loss for these lawsuits and claims when the loss is probable and can be estimated. The Company's current estimated accruals related to these pending claims, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of CNX. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the financial position, results of operations or cash flows of CNX; however, such amounts cannot be reasonably estimated.

The 1992 Coal Industry Retiree Health Benefit Act ("Coal Act"), in Section 9711, requires coal companies that were providing health benefits to United Mine Workers of America ("UMWA") retirees as of February 1993 to continue providing health benefits to such individuals, in substantially the same coverages, for as long as the last signatory operator remains in business. Section 9711 also requires any "related person" to be joint and severally liable for the provision of these health benefits. 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. 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. to Murray Energy of the following possible

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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"). On May 2, 2020, the Trustees of the UMWA 1992 Benefit Plan sued CNX and CONSOL Energy Inc. ("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. 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; that CNX and CONSOL are liable to post the security required by Section 9712; 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. On March 29, 2022, the Court denied the Defendants’ Motions to Dismiss CNX and CONSOL are now defending this action on the merits. 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. With respect to this matter, although a loss is possible, it is not probable, and accordingly no accrual has been recognized.

On July 22, 2021, CNX received a letter from the UMWA 1974 Pension Plan ("1974 Plan") requesting information related to the facts and circumstances surrounding the 2013 sale of certain of its coal subsidiaries to Murray Energy. The letter indicated that litigation related to potential withdrawal liabilities from the plan created by the 2019 bankruptcy of Murray Energy was reasonably foreseeable and at that time, no liability had been assessed. The 1974 Plan never issued an assessment to CNX. Following a period of discovery, CNX and the 1974 Plan mediated the claim in February 2024. By Agreement dated March 4, 2024, CNX settled the 1974 Plan claim for $75,000 which is payable over five-years. 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; involving contributions or other obligations pursuant to any Benefits Plan; and any withdraw liabilities. 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. CNX continued to demand indemnity from CONSOL including prior to, during and after the March 2024 mediation. 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. CNX has determined that a loss is probable and that the amount of loss can be reasonably estimated. CNX also concluded that it is probable under the terms of the SDA and under the relevant law as it currently exists, it is fully entitled to be indemnified and seek recovery from CONSOL. As a result, the present value of the $75,000 settlement was recognized in Other Liabilities in the Consolidated Balance Sheets as of September 30, 2024, with the current portion recognized in Other Accrued Liabilities. A corresponding receivable was recognized in Other Non-Current assets in the Consolidated Balance Sheets as of September 30, 2024, with the current portion recognized in Other Receivables. These balances may be adjusted from time to time, as appropriate, to reflect changes in circumstances.

At September 30, 2024, CNX has provided the following financial guarantees, unconditional purchase obligations, and letters of credit to certain third parties as described by major category in the following tables. These amounts represent the maximum potential of total future payments that the Company could be required to make under these instruments. These amounts have not been reduced for potential recoveries under recourse or collateralization provisions. Generally, recoveries under reclamation bonds would be limited to the extent of the work performed at the time of the default. No amounts related to these unconditional purchase obligations and letters of credit are recorded as liabilities in the financial statements. CNX management believes that the commitments in the following table will expire without being funded, and therefore will not have a material adverse effect on CNX's financial condition.

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			Amount of Commitment Expiration Per Period
			Total Amounts Committed						Less Than 1 Year						1-3 Years						3-5 Years						Beyond 5 Years
Letters of Credit:
Firm Transportation			$	40,331					$	40,331					$	—					$	—					$	—
Other			3,126						3,126						—						—						—
Total Letters of Credit			43,457						43,457						—						—						—
Surety Bonds:
Employee-Related			2,250						—						2,250						—						—
Environmental			11,174						11,059						115						—						—
Firm Transportation			126,336						126,336						—						—						—
Financial Guarantees			72,720						26,000						46,720						—						—
Other			8,800						8,331						469						—						—
Total Surety Bonds			221,280						171,726						49,554						—						—
Total Commitments			$	264,737					$	215,183					$	49,554					$	—					$	—

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. 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. Risk Factors" in the 2023 Form 10-K for additional information).

CNX enters into long-term unconditional purchase obligations to procure major equipment purchases, natural gas firm transportation, gas drilling services and other operating goods and services. These purchase obligations are not recorded in the Consolidated Balance Sheets. As of September 30, 2024, the purchase obligations for each of the next five years and beyond are as follows:

Obligations Due			Amount
Less than 1 year			$	239,431
1 - 3 years			445,284
3 - 5 years			324,360
More than 5 years			518,208
Total Purchase Obligations			$	1,527,283

NOTE 12—DERIVATIVE INSTRUMENTS:

CNX enters 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. The change in fair value of the interest rate swap agreements is accounted for on a mark-to-market basis with the changes in fair value recorded in current period earnings.

In March 2020, CNX entered into an interest rate swap agreement, inclusive of a put option at zero basis points, related to $160,000 of borrowings under the CNX Credit Facility which had the economic effect of modifying the variable-interest obligation into a fixed-interest obligation over a four-year period. This agreement expired in March 2024.

In March 2020, CNX entered into a four-year interest rate swap related to an additional $250,000 of borrowings under the CNX Credit Facility, inclusive of a put option at zero basis points. In December 2020, CNX executed an offsetting $250,000 interest rate swap. Consistent with the previous interest rate swap agreements, the $250,000 interest rate swaps were entered into to manage CNX's exposure to interest rate volatility. This agreement expired in April 2024.

CNX enters into financial derivative instruments (over-the-counter swaps) to manage its exposure to natural gas and NGL price fluctuations. Commodity hedges are accounted for on a mark-to-market basis with changes in fair value recorded in current period earnings.

CNX is exposed to credit risk in the event of non-performance by counterparties. The creditworthiness of counterparties is subject to continuing review. The Company has not experienced any issues of non-performance by derivative counterparties.

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None of the Company's counterparty master agreements currently require CNX to post collateral for any of its positions. However, as stated in the applicable counterparty master agreements, if CNX's obligations with one of its counterparties cease to be secured on the same basis as similar obligations with the other lenders under the CNX Credit Facility, CNX would have to post collateral for instruments in a liability position in excess of defined thresholds. All of the Company's derivative instruments are subject to master netting arrangements with our counterparties. CNX recognizes all financial derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets on a gross basis.

 

Each of the Company's counterparty master agreements allows, in the event of default, the ability to elect early termination of outstanding contracts. If early termination is elected, CNX and the applicable counterparty would net settle all open hedge positions.

The total notional amounts of CNX's derivative instruments were as follows:

			September 30,						December 31,						Forecasted to
			2024						2023						Settle Through
Natural Gas Commodity Swaps (Bcf)			1,105.6						1,349.2						2028
Natural Gas Basis Swaps (Bcf)			621.4						760.3						2028
NGL Commodity Swaps (Mbbls)			655.2						81.0						2025
Interest Rate Swaps			$	—					$	410,000					2024

The gross fair value of CNX's derivative instruments was as follows:

			September 30,						December 31,
			2024						2023
Current Assets:
Commodity Derivative Instruments:
Natural Gas Commodity Swaps			$	105,075					$	168,532
NGL Commodity Swaps			1,686						1,003
Natural Gas Basis Swaps			40,259						77,540
Interest Rate Swaps			—						5,449
Total Current Assets			$	147,020					$	252,524
Other Non-Current Assets:
Commodity Derivative Instruments:
Natural Gas Commodity Swaps			$	167,629					$	166,701
Natural Gas Basis Swaps			61,254						113,829
Total Other Non-Current Assets			$	228,883					$	280,530
Current Liabilities:
Commodity Derivative Instruments:
Natural Gas Commodity Swaps			$	155,504					$	47,279
NGL Commodity Swaps			336						—
Natural Gas Basis Swaps			29,955						9,473
Interest Rate Swaps			—						4,350
Total Current Liabilities			$	185,795					$	61,102
Non-Current Liabilities:
Commodity Derivative Instruments:
Natural Gas Commodity Swaps			$	318,108					$	484,357
Natural Gas Basis Swaps			51,461						42,197
Total Non-Current Liabilities			$	369,569					$	526,554

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The effect of commodity derivative instruments on the Company's Consolidated Statements of Income was as follows:

						For the Three Months Ended												For the Nine Months Ended
						September 30,												September 30,
						2024						2023						2024						2023
Realized Gain on Commodity Derivative Instruments:
Natural Gas Commodity Swaps						$	85,312					$	35,762					$	258,096					$	69,232
Natural Gas Basis Swaps						8,797						65,514						531						49,952
NGL Commodity Swaps						554						595						770						1,214
Total Realized Gain on Commodity Derivative Instruments						94,663						101,871						259,397			*			120,398			**
Unrealized Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps						69,688						1,289						(30,679)						1,308,252
Natural Gas Basis Swaps						(77,905)						(53,462)						(118,190)						(77,026)
NGL Commodity Swaps						2,518						(1,895)						59						818
Total Unrealized (Loss) Gain on Commodity Derivative Instruments						(5,699)						(54,068)						(148,810)						1,232,044
Gain (Loss) on Commodity Derivative Instruments:
Natural Gas Commodity Swaps						155,000						37,051						227,417						1,377,484
Natural Gas Basis Swaps						(69,108)						12,052						(117,659)						(27,074)
NGL Commodity Swaps						3,072						(1,300)						829						2,032
Total Gain on Commodity Derivative Instruments						$	88,964					$	47,803					$	110,587					$	1,352,442

*Includes $30,891 of commodity derivatives that have been settled but not received at September 30, 2024, and excludes $6,741 of commodity derivatives that were settled but not received and $900 that were settled but not paid at December 31, 2023.

**Includes $24,215 of commodity derivatives that have been settled but not received at September 30, 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:

						For the Three Months Ended												For the Nine Months Ended
						September 30,												September 30,
						2024						2023						2024						2023
Cash Received in Settlement of Interest Rate Swaps						$	—					$	1,173					$	1,103					$	2,989
Unrealized Loss on Interest Rate Swaps						—						(1,094)						(1,099)						(2,231)
Gain on Interest Rate Swaps						$	—					$	79					$	4					$	758

The Company also enters into fixed price natural gas sales agreements that are satisfied by physical delivery. These physical commodity contracts qualify for the normal purchases and normal sales exception and are not subject to derivative instrument accounting.

NOTE 13—FAIR VALUE OF FINANCIAL INSTRUMENTS:

CNX determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources (including NYMEX forward curves, LIBOR and

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SOFR-based discount rates and basis forward curves), while unobservable inputs reflect the Company's own assumptions of what market participants would use.

The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below:

Level 1 - Quoted prices for identical instruments in active markets.

Level 2 - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including NYMEX forward curves, LIBOR and SOFR-based discount rates and basis forward curves.

Level 3 - Unobservable inputs significant to the fair value measurement supported by little or no market activity.

In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.

The financial instruments measured at fair value on a recurring basis are summarized below:

			Fair Value Measurements at September 30, 2024																		Fair Value Measurements at December 31, 2023
Description			Level 1						Level 2						Level 3						Level 1						Level 2						Level 3
Commodity Derivatives			$	—					$	(179,461)		*			$	—					$	—					$	(55,701)		**			$	—
Interest Rate Swaps			$	—					$	—					$	—					$	—					$	1,099					$	—

*Includes $30,891 of commodity derivatives that have been settled but not received at September 30, 2024.

**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.

The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:

			September 30, 2024												December 31, 2023
			Carrying Amount						Fair Value						Carrying Amount						Fair Value
Cash and Cash Equivalents			$	1,310					$	1,310					$	443					$	443
Long-Term Debt (Excluding Debt Issuance Costs)			$	2,294,810					$	2,829,072					$	2,226,034					$	2,376,594

Cash and cash equivalents represent highly-liquid instruments and constitute Level 1 fair value measurements. Certain of the Company’s debt is actively traded on a public market and, as a result, constitute Level 1 fair value measurements. The portion of the Company’s debt obligations that is not actively traded is valued through reference to the applicable underlying benchmark rate and, as a result, constitute Level 2 fair value measurements.

NOTE 14—SEGMENT INFORMATION:

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.

The Company evaluates the performance of its reportable segments based on total revenue and other operating income and operating expenses directly attributable to that segment. Certain expenses are managed outside the reportable segments and therefore are not allocated. These expenses include, but are not limited to, interest expense and other corporate expenses such as selling, general and administrative costs.

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: Shale and Coalbed Methane. The Other Segment includes nominal shallow oil and gas production which is not significant to the Company. 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 above. Operating profit for each segment is based on sales less identifiable operating and non-operating expenses.

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Industry segment results for the three months ended September 30, 2024 are:

									Shale						Coalbed Methane						Other						Consolidated
Natural Gas, NGLs and Oil Revenue									$	237,403					$	21,854					$	202					$	259,459																										(A)
Purchased Gas Revenue									—						—						27,306						27,306
Gain (Loss) on Commodity Derivative Instruments									87,502						7,121						(5,659)						88,964
Other Revenue and Operating Income									18,040						—						30,444						48,484																											(B)
Total Revenue and Other Operating Income									$	342,945					$	28,975					$	52,293					$	424,213
Total Operating Expense									$	197,844					$	38,101					$	82,944					$	318,889
Earnings (Loss) Before Income Tax									$	145,101					$	(9,126)					$	(53,414)					$	82,561
Segment Assets									$	6,663,892					$	932,410					$	941,747					$	8,538,049																										(C)
Depreciation, Depletion and Amortization									$	101,136					$	15,025					$	5,066					$	121,227
Capital Expenditures									$	105,133					$	7,389					$	2,215					$	114,737

(A)    Included in Natural Gas, NGLs and Oil Revenue are sales of $30,665 to Citadel Energy Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.

(B)    Includes midstream revenue of $18,040 and equity in loss of unconsolidated affiliates of $529 for Shale and Other, respectively. Other also includes sales of environmental attributes of $24,898.

(C)    Other includes investments in unconsolidated equity affiliates of $18,369.

Industry segment results for the three months ended September 30, 2023 are:

									Shale						Coalbed Methane						Other						Consolidated
Natural Gas, NGLs and Oil Revenue									$	227,421					$	27,529					$	174					$	255,124																										(D)
Purchased Gas Revenue									—						—						11,135						11,135
Gain (Loss) on Commodity Derivative Instruments									94,520						7,314						(54,031)						47,803
Other Revenue and Operating Income									16,383						—						20,061						36,444																											(E)
Total Revenue and Other Operating Income (Loss)									$	338,324					$	34,843					$	(22,661)					$	350,506
Total Operating Expense									$	192,012					$	35,742					$	72,189					$	299,943
Earnings (Loss) Before Income Tax									$	146,312					$	(899)					$	(126,171)					$	19,242
Segment Assets									$	6,641,021					$	946,034					$	905,582					$	8,492,637																										(F)
Depreciation, Depletion and Amortization									$	94,660					$	12,498					$	4,697					$	111,855
Capital Expenditures									$	188,798					$	9,655					$	7,189					$	205,642

(D)    Included in Natural Gas, NGLs and Oil Revenue are sales of $42,766 to Citadel Energy Marketing LLC, and $35,095 to NRG Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.

(E)    Includes midstream revenue of $16,383 and equity in earnings of unconsolidated affiliates of $246 for Shale and Other, respectively. Other also includes sales of environmental attributes of $14,837.

(F)    Other includes investments in unconsolidated equity affiliates of $12,408.

Industry segment results for the nine months ended September 30, 2024 are:

									Shale						Coalbed Methane						Other						Consolidated
Natural Gas, NGLs and Oil Revenue									$	745,763					$	75,202					$	699					$	821,664																										(G)
Purchased Gas Revenue									—						—						52,612						52,612
Gain (Loss) on Commodity Derivative Instruments									240,200						19,082						(148,695)						110,587
Other Revenue and Operating Income									50,375						—						94,970						145,345																											(H)
Total Revenue and Other Operating Income (Loss)									$	1,036,338					$	94,284					$	(414)					$	1,130,208
Total Operating Expense									$	587,065					$	112,248					$	237,970					$	937,283
Earnings (Loss) Before Income Tax									$	449,273					$	(17,964)					$	(357,672)					$	73,637
Segment Assets									$	6,663,892					$	932,410					$	941,747					$	8,538,049																										(I)
Depreciation, Depletion and Amortization									$	298,521					$	43,885					$	15,012					$	357,418
Capital Expenditures									$	396,924					$	23,817					$	14,096					$	434,837

(G)    Included in Natural Gas, NGLs and Oil Revenue are sales of $95,194 to NRG Business Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.

(H)    Includes midstream revenue of $50,375 and equity in loss of unconsolidated affiliates of $1,006 for Shale and Other, respectively. Other also includes sales of environmental attributes of $70,544.

(I)    Other includes investments in unconsolidated equity affiliates of $18,369.

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Industry segment results for the nine months ended September 30, 2023 are:

									Shale						Coalbed Methane						Other						Consolidated
Natural Gas, NGLs and Oil Revenue									$	868,811					$	98,199					$	813					$	967,823																										(J)
Purchased Gas Revenue									—						—						57,302						57,302
Gain on Commodity Derivative Instruments									111,706						8,644						1,232,092						1,352,442
Other Revenue and Operating Income									50,165						—						38,449						88,614																											(K)
Total Revenue and Other Operating Income									$	1,030,682					$	106,843					$	1,328,656					$	2,466,181
Total Operating Expense									$	551,631					$	106,181					$	234,361					$	892,173
Earnings Before Income Tax									$	479,051					$	662					$	1,104,207					$	1,583,920
Segment Assets									$	6,641,021					$	946,034					$	905,582					$	8,492,637																										(L)
Depreciation, Depletion and Amortization									$	269,586					$	37,530					$	13,642					$	320,758
Capital Expenditures									$	534,432					$	26,744					$	10,479					$	571,655

(J)    Included in Natural Gas, NGLs and Oil Revenue are sales of $124,195 to Citadel Energy Marketing LLC, and $121,844 to NRG Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.

(K)    Includes midstream revenue of $50,165 and equity in earnings of unconsolidated affiliates of $1,694 for Shale and Other, respectively. Other also includes sales of environmental attributes of $22,823.

(L)    Other includes investments in unconsolidated equity affiliates of $12,408.

Reconciliation of Segment Information to Consolidated Amounts:

Revenue and Other Operating Income

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2024						2023						2024						2023
Total Segment Revenue from Contracts with External Customers			$	304,805					$	282,642					$	924,651					$	1,075,290
Gain on Commodity Derivative Instruments			88,964						47,803						110,587						1,352,442
Other Operating Income			30,444						20,061						94,970						38,449
Total Consolidated Revenue and Other Operating Income			$	424,213					$	350,506					$	1,130,208					$	2,466,181

NOTE 15—STOCK REPURCHASE:

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. As of September 30, 2024, the amount available under the stock repurchase program is $972,000 and is not subject to an 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. The timing of any repurchases will be based on a number of factors, including available liquidity, the Company's stock price, the Company's financial outlook, and alternative investment options. 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. 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.

During the nine months ended September 30, 2024, 6,575,610 shares were repurchased and retired at an average price of $23.74 per share for a total cost of $157,447. During the nine months ended September 30, 2023, 12,291,028 shares were repurchased and retired at an average price of $16.79 per share for a total cost of $208,317. The one-percent excise tax under the Inflation Reduction Act of 2022 is included in total costs for both periods.

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NOTE 16—SUPPLEMENTAL CASH FLOW INFORMATION:

The following are non-cash transactions that impact the investing and financing activities of CNX.

As of September 30, 2024 and December 31, 2023, CNX purchased goods and services related to capital projects in the amount of $33,180 and $28,198, respectively, which are included in accounts payable.

The following table shows cash paid:

			For the Nine Months Ended September 30,
			2024						2023
Interest (Net of Amounts Capitalized)			$	119,189					$	105,610
Income Taxes			$	5,554					$	6,050

NOTE 17—RECENT ACCOUNTING PRONOUNCEMENTS:

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. 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. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance.

In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. 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. The Company is currently evaluating the effect of the adoption of this guidance.

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ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this Form 10-Q. The information provided below supplements, but does not form part of, CNX's financial statements. This discussion contains forward-looking statements that are based on the current views and beliefs of management, as well as assumptions and estimates made by management. Actual results could differ materially from any such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact future operating performance or financial condition, please see "Part I. Item 1A. Risk Factors" and the section entitled "Forward-Looking Statements" contained in our Annual Report on Form 10-K for the year ended December 31, 2023, which we filed with the SEC on February 8, 2024 (the “2023 Form 10-K”). CNX does not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

General

CNX continually monitors factors that could cause actual results of operations to differ from historical results or current expectations. Examples include global events such as the conflict between Russia and Ukraine and announcements by the Organization of the Petroleum Exporting Countries that impact oil production, both of which have had an impact on global commodity prices. These and other factors could affect the Company’s operations, earnings and cash flows for any period and could cause such results to not be comparable to those of the same period in previous years. The results presented in this Form 10-Q are not necessarily indicative of future operating results.

Natural Gas, NGL, and Oil Pricing

Prices for natural gas, NGLs and oil that CNX produces significantly impact revenue and cash flows. In the current economic environment, CNX expects that commodity prices for some or all of the commodities we produce will remain volatile. In order to manage the market risk exposure of volatile natural gas prices in the future, CNX enters into various physical natural gas supply transactions with both gas marketers and end users for terms varying in length as well as financial hedges. However, this market volatility is beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.

Inflation

The inflationary environment over the last few years, primarily related to steel, diesel fuel and labor, continues to present a risk for CNX and the broader natural gas industry. If inflation were to increase materially for any extended period of time, and CNX is unable to successfully mitigate the impact, our costs could increase further, thus having a greater impact on our financial position. CNX remains committed to our ongoing efforts to increase the efficiency of our operations and improve costs, which may, in part, offset any additional cost increases from inflation.

Hedging Update

Total hedged natural gas production for the fourth quarter of 2024 is 114.9 Bcf. CNX's annual gas hedge position is shown in the table below:

						2024						2025
Volumes Hedged (Bcf), as of 10/4/24						433.2(1)						410.9

1Includes actual settlements of 256.7 Bcf.

CNX's hedged gas volumes include a combination of NYMEX financial hedges, index (NYMEX and basis) financial hedges, and physical fixed price sales. In addition, to protect the NYMEX hedge volumes from basis exposure, CNX enters into basis-only financial hedges and physical sales with fixed basis at certain sales points. CNX has also entered into a nominal quantity of NGL hedges. See Quantitative and Qualitative Disclosures About Market Risk in Item 3 of this Form 10-Q for additional information.

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New Technologies Update

For the three and nine months ended September 30, 2024, CNX recognized $25 million and $71 million, respectively of sales of environmental attributes which includes items such as (but is not limited to): carbon credits, air quality credits, renewable or alternative energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances. These sales are included as part of Other Revenue and Operating Income in the Other Segment. For the three and nine months ended September 30, 2024, CNX incurred $4 million and $11 million, respectively of environmental attribute fees which represent costs related to the sale of environmental attributes and are included in Other Operating Expense in the Other Segment.

CNX continues to devote resources to the development of unique, proprietary technologies to further enable vertical and horizontal business growth. This includes the development and use of proprietary technology to enhance and alter manufacturing processes for the extraction and delivery of natural gas through the development and commercialization of emerging technologies, as well as the development and sale of environmental attributes from our operations. CNX is also focusing on forging strategic partnerships for the use of low carbon intensity feedstocks and creation of derivative products.

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Results of Operations - Three Months Ended September 30, 2024 Compared with Three Months Ended September 30, 2023

Net Income

CNX reported net income of $66 million, or earnings per diluted share of $0.37, for the three months ended September 30, 2024, compared to net income of $21 million, or earnings per diluted share of $0.12, for the three months ended September 30, 2023.

Included in earnings for the three months ended September 30, 2024 was an unrealized loss on commodity derivative instruments of $6 million and a net gain on asset sales and abandonments of $11 million. Included in earnings for the three months ended September 30, 2023 was an unrealized loss on commodity derivative instruments of $54 million and a net gain on asset sales and abandonments of $6 million. See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information related to the gain on asset sales and abandonments.

Non-GAAP Financial Measures

CNX's management uses certain non-GAAP financial measures for planning, forecasting and evaluating business and financial performance, and believes that they are useful for investors in analyzing the Company. Although these are not measures of performance calculated in accordance with generally accepted accounting principles (GAAP), management believes that these financial measures are useful to an investor in evaluating CNX because these metrics are widely used to evaluate a natural gas company’s operating performance. Sales of Natural Gas, NGL and Oil, including cash settlements is a non-GAAP measure that excludes the impacts of changes in the fair value of commodity derivative instruments prior to settlement, which are often volatile, and only includes the impact of settled commodity derivative instruments. Sales of Natural Gas, NGL and Oil, including cash settlements also excludes purchased gas revenue and other revenue and operating income, which are not directly related to CNX’s natural gas producing activities. Natural Gas, NGL and Oil Production Costs is a non-GAAP measure that excludes certain expenses that are not directly related to CNX’s natural gas producing activities and are managed outside our production operations (See Note 14 – Segment Information in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). These expenses include, but are not limited to, interest expense, other operating expense and other corporate expenses such as selling, general and administrative costs. We believe that Sales of Natural Gas, NGL and Oil, including cash settlements, Natural Gas, NGL and Oil Production Costs and Natural Gas, NGL and Oil Production Margin (which is derived by subtracting Natural Gas, NGL and Oil Production Costs from Sales of Natural Gas, NGL and Oil, including cash settlements) provide useful information to investors for evaluating period-to-period comparisons of earnings trends. These metrics should not be viewed as a substitute for measures of performance that are calculated in accordance with GAAP. In addition, because all companies do not calculate these measures identically, these measures may not be comparable to similarly titled measures of other companies.

Non-GAAP Financial Measures Reconciliation

			For the Three Months Ended September 30,
(Dollars in millions)			2024						2023
Total Revenue and Other Operating Income			$	424					$	350
Add (Deduct):
Purchased Gas Revenue			(27)						(11)
Unrealized Loss on Commodity Derivative Instruments			6						54
Other Revenue and Operating Income			(49)						(36)
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure			$	354					$	357
Total Operating Expense			$	319					$	300
Add (Deduct):
Depreciation, Depletion and Amortization (DD&A) - Corporate			(4)						(4)
Exploration and Production Related Other Costs			(2)						(2)
Purchased Gas Costs			(27)						(10)
Selling, General and Administrative Costs			(33)						(29)
Other Operating Expense			(16)						(26)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure1			$	237					$	229

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1 Natural Gas, NGL and Oil production costs consists primarily of lease operating expense, production ad valorem and other fees, transportation, gathering and compression and production related depreciation, depletion and amortization.

Selected Natural Gas, NGL and Oil Production Financial Data

The following table presents a summary of our total sales volumes, sales of natural gas, NGL and oil including cash settlements, natural gas, NGL and oil production costs and natural gas, NGL and oil production margin related to our production operations on a total company basis (See Non-GAAP Financial Measures Reconciliation above for the reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP):

			For the Three Months Ended September 30,
			2024												2023												Variance
			in Millions						Per Mcfe						in Millions						Per Mcfe						in Millions						Per Mcfe
Total Sales Volumes (Bcfe)*									134.5												143.4												(8.9)
Natural Gas, NGL and Oil Revenue			$	259					$	1.85					$	255					$	1.71					$	4					$	0.14
Gain on Commodity Derivative Instruments - Cash Settlement			95						0.78						102						0.78						(7)						—
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure			354						2.63						357						2.49						(3)						0.14
Lease Operating Expense			17						0.13						17						0.12						—						0.01
Production, Ad Valorem, and Other Fees			7						0.05						8						0.06						(1)						(0.01)
Transportation, Gathering and Compression			96						0.72						96						0.67						—						0.05
Depreciation, Depletion and Amortization (DD&A)			117						0.86						108						0.75						9						0.11
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure			237						1.76						229						1.60						8						0.16
Natural Gas, NGL and Oil Production Margin, a Non-GAAP Financial Measure			$	117					$	0.87					$	128					$	0.89					$	(11)					$	(0.02)

*NGLs and Oil/Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of NGL, condensate, and natural gas prices.

The 8.9 Bcfe decrease in total sales volumes in the period-to-period comparison was primarily due to normal production declines and the timing of when new wells were turned-in-line after the 2023 period offset, in part, by an increase in NGL volumes primarily due to an increase in ethane recoveries.

Changes in the average costs per Mcfe were primarily related to the following items:

•Transportation, gathering and compression expense increased on a per unit basis primarily due to higher processing fees related to the increase in NGL volumes offset, in part, by lower repairs and maintenance expense. The per unit increase was also due to the overall decrease in total sales volumes.

•Depreciation, depletion and amortization expense increased on a per unit basis primarily due to a higher annual depletion rate for 2024. The increase in rate is primarily attributable to downward reserve revisions due to adjustments to the five-year development plan that lowered proved undeveloped reserves, price changes, and the sale of various non-operated producing oil and gas assets.

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Average Realized Price Reconciliation

The following table presents a breakout of liquids and natural gas sales information and settled derivative information to assist in the understanding of the Company’s natural gas production and sales portfolio and information regarding settled commodity derivatives:

						For the Three Months Ended September 30,
in thousands (unless noted)						2024						2023						Variance						Percent Change
LIQUIDS
NGL:
Sales Volume (MMcfe)						13,196						11,941						1,255						10.5		%
Sales Volume (Mbbls)						2,199						1,990						209						10.5		%
Gross Price ($/Bbl)						$	21.00					$	19.14					$	1.86					9.7		%
Gross NGL Revenue						$	46,173					$	38,082					$	8,091					21.2		%
Oil/Condensate:
Sales Volume (MMcfe)						394						199						195						98.0		%
Sales Volume (Mbbls)						66						33						33						100.0		%
Gross Price ($/Bbl)						$	61.86					$	67.26					$	(5.40)					(8.0)		%
Gross Oil/Condensate Revenue						$	4,058					$	2,232					$	1,826					81.8		%
NATURAL GAS
Sales Volume (MMcf)						120,900						131,287						(10,387)						(7.9)		%
Sales Price ($/Mcf)						$	1.73					$	1.64					$	0.09					5.5		%
Gross Natural Gas Revenue						$	209,228					$	214,809					$	(5,581)					(2.6)		%
Hedging Impact ($/Mcf)						$	0.78					$	0.78					$	—					—		%
Gain on Commodity Derivative Instruments - Cash Settlement						$	94,663					$	101,871					$	(7,208)					(7.1)		%

The decrease in Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure was primarily due to the 8.9 Bcfe decrease in total sales volumes and the impact of the change in the realized gain on commodity derivative instruments - cash settlement related to the Company's hedging program. The decrease was offset, in part, by the $0.09 per Mcf increase in natural gas sales price, when excluding the impact of hedging and $1.86 per Bbl increase in NGL prices.

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SEGMENT ANALYSIS for the three months ended September 30, 2024 compared to the three months ended September 30, 2023:

			For the Three Months Ended																								Difference to Three Months Ended
			September 30, 2024																								September 30, 2023
(in millions)			Shale						CBM						Other						Total						Shale						CBM						Other						Total
Natural Gas, NGLs and Oil Revenue			$	237					$	22					$	—					$	259					$	10					$	(6)					$	—					$	4
Gain (Loss) on Commodity Derivative Instruments			88						7						(6)						89						(7)						—						48						41
Purchased Gas Revenue			—						—						27						27						—						—						16						16
Other Revenue and Operating Income			18						—						31						49						2						—						11						13
Total Revenue and Other Operating Income			343						29						52						424						5						(6)						75						74
Lease Operating Expense			12						5						—						17						—						—						—						—
Production, Ad Valorem, and Other Fees			5						2						—						7						(1)						—						—						(1)
Transportation, Gathering and Compression			80						16						—						96						1						(1)						—						—
Depreciation, Depletion and Amortization			101						15						5						121						6						3						—						9
Exploration and Production Related Other Costs			—						—						2						2						—						—						—						—
Purchased Gas Costs			—						—						27						27						—						—						17						17
Selling, General and Administrative Costs			—						—						33						33						—						—						4						4
Other Operating Expense			—						—						16						16						—						—						(10)						(10)
Total Operating Expense			198						38						83						319						6						2						11						19
Other Income			—						—						(5)						(5)						—						—						(7)						(7)
Gain on Asset Sales and Abandonments, net			—						—						(11)						(11)						—						—						(5)						(5)
Interest Expense			—						—						38						38						—						—						3						3
Total Other Expense			—						—						22						22						—						—						(9)						(9)
Total Costs and Expenses			198						38						105						341						6						2						2						10
Earnings (Loss) Before Income Tax			$	145					$	(9)					$	(53)					$	83					$	(1)					$	(8)					$	73					$	64

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        SHALE SEGMENT

The Shale segment had earnings before income tax of $145 million for the three months ended September 30, 2024 compared to earnings before income tax of $146 million for the three months ended September 30, 2023.

			For the Three Months Ended September 30,
			2024						2023						Variance						Percent Change
Shale Gas Sales Volumes (Bcf)			110.8						121.1						(10.3)						(8.5)		%
NGLs Sales Volumes (Bcfe)*			13.2						11.9						1.3						10.9		%
Oil/Condensate Sales Volumes (Bcfe)*			0.4						0.2						0.2						100.0		%
Total Shale Sales Volumes (Bcfe)*			124.4						133.2						(8.8)						(6.6)		%
Average Sales Price - Natural Gas (per Mcf)			$	1.69					$	1.55					$	0.14					9.0		%
Gain on Commodity Derivative Instruments - Cash Settlement (per Mcf)			$	0.79					$	0.78					$	0.01					1.3		%
Average Sales Price - NGLs (per Mcfe)*			$	3.50					$	3.19					$	0.31					9.7		%
Average Sales Price - Oil/Condensate (per Mcfe)*			$	10.30					$	11.20					$	(0.90)					(8.0)		%
Total Average Shale Sales Price (per Mcfe)			$	2.61					$	2.42					$	0.19					7.9		%
Average Shale Lease Operating Expenses (per Mcfe)			0.09						0.09						—						—		%
Average Shale Production, Ad Valorem and Other Fees (per Mcfe)			0.04						0.05						(0.01)						(20.0)		%
Average Shale Transportation, Gathering and Compression Costs (per Mcfe)			0.64						0.59						0.05						8.5		%
Average Shale Depreciation, Depletion and Amortization Costs (per Mcfe)			0.82						0.71						0.11						15.5		%
Total Average Shale Production Costs (per Mcfe)			$	1.59					$	1.44					$	0.15					10.4		%
Total Average Shale Production Margin (per Mcfe)			$	1.02					$	0.98					$	0.04					4.1		%

* NGLs and Oil/Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of oil, NGL, condensate, and natural gas prices.

The Shale segment had natural gas, NGLs and oil/condensate revenue of $237 million for the three months ended September 30, 2024 compared to $227 million for the three months ended September 30, 2023. The $10 million increase was primarily due to a 9.0% increase in the average sales price for natural gas and a 9.7% increase in the average sales price of NGLs offset, in part, by a 6.6% decrease in total Shale sales volumes. The decrease in total Shale sales volumes was primarily due to normal production declines and the timing of when new wells were turned-in-line offset, in part, by an increase in NGL sales volumes due to an increase in ethane recoveries.

The increase in total average Shale sales price was primarily due to a $0.14 per Mcf increase in average natural gas sales price, a $0.31 per Mcfe increase in the average NGL sales price, and a $0.01 per Mcf change in the realized gain on commodity derivative instruments. The notional amounts associated with these financial hedges represented approximately 96.0 Bcf of the Company's produced Shale gas sales volumes for the three months ended September 30, 2024 at an average gain of $0.91 per Mcf hedged. For the three months ended September 30, 2023, these financial hedges represented approximately 105.3 Bcf at an average gain of $0.89 per Mcf hedged.

Total operating costs and expenses for the Shale segment were $198 million for the three months ended September 30, 2024 compared to $192 million for the three months ended September 30, 2023. The increases in total dollars and unit costs for the Shale segment were due to the following items:

•Shale transportation, gathering and compression costs were $80 million for the three months ended September 30, 2024 compared to $79 million for the three months ended September 30, 2023. The increase in total dollars and unit costs was primarily due to an increase in processing costs due to the increase in NGL sales volumes offset, in part, by lower repairs and maintenance expense. The increase in unit costs was also due to the overall decrease in Shale sales volumes.

•Depreciation, depletion and amortization costs attributable to the Shale segment were $101 million for the three months ended September 30, 2024 compared to $95 million for the three months ended September 30, 2023. These amounts included depletion on a units of production basis of $0.70 per Mcfe and $0.60 per Mcfe, respectively. The increase in the units of production depreciation, depletion and amortization rate in the current period is primarily due to a higher annual depletion

36

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rate for 2024. The increase in rate is primarily attributable to downward reserve revisions due to adjustments to the five-year development plan that lowered proved undeveloped reserves, price changes, and the sale of various non-operated producing oil and gas assets. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to asset retirement obligations.

Total Shale other revenue and operating income relates to natural gas gathering services provided to third parties. The Shale segment had other revenue and operating income of $18 million for the three months ended September 30, 2024 compared to $16 million for the three months September 30, 2023.

COALBED METHANE (CBM) SEGMENT

The CBM segment had a loss before income tax of $9 million for the three months ended September 30, 2024 compared to a loss before income tax of $1 million for the three months ended September 30, 2023.

			For the Three Months Ended September 30,
			2024						2023						Variance						Percent Change
CBM Gas Sales Volumes (Bcf)			10.0						10.2						(0.2)						(2.0)		%
Average Sales Price - Gas (per Mcf)			$	2.19					$	2.71					$	(0.52)					(19.2)		%
Gain on Commodity Derivative Instruments - Cash Settlement (per Mcf)			$	0.71					$	0.72					$	(0.01)					(1.4)		%
Total Average CBM Sales Price (per Mcf)			$	2.90					$	3.43					$	(0.53)					(15.5)		%
Average CBM Lease Operating Expenses (per Mcf)			0.55						0.49						0.06						12.2		%
Average CBM Production, Ad Valorem and Other Fees (per Mcf)			0.12						0.14						(0.02)						(14.3)		%
Average CBM Transportation, Gathering and Compression Costs (per Mcf)			1.64						1.66						(0.02)						(1.2)		%
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)			1.50						1.23						0.27						22.0		%
Total Average CBM Production Costs (per Mcf)			$	3.81					$	3.52					$	0.29					8.2		%
Total Average CBM Production Margin (per Mcf)			$	(0.91)					$	(0.09)					$	(0.82)					(911.1)		%

The CBM segment had natural gas revenue of $22 million for the three months ended September 30, 2024 compared to $28 million for the three months ended September 30, 2023. The $6 million decrease was primarily due to a 19.2% decrease in the average sales price for natural gas in the current period and a 2.0% decrease in CBM sales volumes due to normal production declines.

The total average CBM sales price decreased $0.53 per Mcf primarily due to a $0.52 per Mcf decrease in average gas sales price and a $0.01 per Mcf change in the realized gain on commodity derivative instruments. The notional amounts associated with these financial hedges represented approximately 7.9 Bcf of the Company's produced CBM sales volumes for the three months ended September 30, 2024 at an average gain of $0.90 per Mcf hedged. For the three months ended September 30, 2023, these financial hedges represented approximately 8.5 Bcf at an average gain of $0.87 per Mcf hedged.

Total operating costs and expenses for the CBM segment were $38 million for the three months ended September 30, 2024 compared to $36 million for the three months ended September 30, 2023. The increases in total dollars and unit costs for the CBM segment were due to the following items:

•CBM lease operating expenses were $5 million for both the three months ended September 30, 2024 and 2023. The increase in unit costs was primarily due to the decrease in CBM sales volumes.

•CBM transportation, gathering and compression costs were $16 million for the three months ended September 30, 2024 compared to $17 million for the three months ended September 30, 2023. The decrease in total dollars and unit costs was primarily due to a decrease in repairs and maintenance expense offset, in part, by an increase in electrical compression expense.

•Depreciation, depletion and amortization costs attributable to the CBM segment were $15 million for the three months ended September 30, 2024 compared to $12 million for the three months ended September 30, 2023. These amounts included depletion on a units of production basis of $0.85 per Mcfe and $0.64 per Mcfe, respectively. The increase in the units of production depreciation, depletion and amortization rate in the current period is primarily the result of a higher 2024 annual depletion rate. The increase in rate is primarily attributable to downward reserve revisions due to higher operating costs and

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price changes. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to asset retirement obligations.

OTHER SEGMENT

The Other Segment includes nominal shallow oil and gas production which is not significant to the Company. It also includes the Company's purchased gas activities, unrealized gain or loss on commodity derivative instruments, New Technologies, exploration and production related other costs, as well as various other expenses that are managed outside the Shale and CBM segments such as selling, general and administrative ("SG&A"), interest expense and income taxes.

The Other Segment had a loss before income tax of $53 million for the three months ended September 30, 2024 compared to a loss before income tax of $126 million for the three months ended September 30, 2023. The increase in total dollars is discussed below.

			For the Three Months Ended September 30,
			2024						2023						Variance						Percent Change
Other Gas Sales Volumes (Bcf)			0.1						—						0.1						100.0		%

Unrealized Loss on Commodity Derivative Instruments

For the three months ended September 30, 2024, the Other Segment recognized an unrealized loss on commodity derivative instruments of $6 million. For the three months ended September 30, 2023, the Other Segment recognized an unrealized loss on commodity derivative instruments of $54 million. The unrealized loss on commodity derivative instruments represents changes in the fair value of all the Company's existing commodity hedges on a mark-to-market basis.

Purchased Gas Revenue and Costs

Purchased gas volumes represent volumes of natural gas purchased at market prices from third parties and then resold in order to fulfill contracts with certain customers and to balance supply. Purchased gas revenue was $27 million for the three months ended September 30, 2024 compared to $11 million for the three months ended September 30, 2023. Purchased gas costs were $27 million for the three months ended September 30, 2024 compared to $10 million for the three months ended September 30, 2023. The period-to-period increase in purchased gas revenue was due to an increase in purchased gas sales volumes offset, in part, by a decrease in average sales price.

			For the Three Months Ended September 30,
			2024						2023						Variance						Percent Change
Purchased Gas Sales Volumes (in Bcf)			16.3						6.4						9.9						154.7		%
Average Sales Price (per Mcf)			$	1.67					$	1.74					$	(0.07)					(4.0)		%
Purchased Gas Average Cost (per Mcf)			$	1.63					$	1.67					$	(0.04)					(2.4)		%

Other Operating Income

			For the Three Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Sales of Environmental Attributes			$	25					$	15					$	10					66.7		%
Water Income			2						1						1						100.0		%
Excess Firm Transportation Income			4						4						—						—		%
Total Other Operating Income			$	31					$	20					$	11					55.0		%

•Sales of environmental attributes includes items such as (but are not limited to): carbon credits, air quality credits, renewable energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances. The quantities and types of environmental attributes we sell and the associated revenue can vary depending on a number of factors, including the market for these credits, changes to the various voluntary or compliance programs under which the credits are generated and sold, and our ability to strictly comply with the programs under which the attributes can be sold. The increase in the period-to-period comparison was due to an increase in the amount of environmental attributes sold.

•Excess firm transportation income represents revenue from the sale of excess firm transportation capacity to third parties. The Company obtains firm pipeline transportation capacity to enable gas production to flow uninterrupted as

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sales volumes increase. In order to minimize this unutilized firm transportation expense, CNX is able to release (sell) unutilized firm transportation capacity to other parties when possible and when beneficial. The revenue from released capacity helps offset the unutilized firm transportation and processing fees in total other operating expense.

Exploration and Production Related Other Costs

			For the Three Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Lease Expiration Costs			$	1					$	1					$	—					—		%
Land Rentals			1						1						—						—		%
Total Exploration and Production Related Other Costs			$	2					$	2					$	—					—		%

Selling, General and Administrative

SG&A includes costs such as overhead, including employee labor and benefit costs, short-term incentive compensation, costs of maintaining our headquarters, audit and other professional fees, charitable contributions and legal compliance expenses. SG&A costs also include non-cash long-term equity-based compensation expense.

			For the Three Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Long-Term Equity-Based Compensation (Non-Cash)			$	4					$	3					$	1					33.3		%
Salaries, Wages and Employee Benefits			7						7						—						—		%
Short-Term Incentive Compensation			3						4						(1)						(25.0)		%
Other			19						15						4						26.7		%
Total SG&A			$	33					$	29					$	4					13.8		%

•Other increased in the period-to-period comparison primarily due to higher professional services and consulting fees, as well as increased software costs.

Other Operating Expense

			For the Three Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Unutilized Firm Transportation and Processing Fees			$	13					$	17					$	(4)					(23.5)		%
Inventory Adjustments			(1)						3						(4)						(133.3)		%
Environmental Attribute Fees			4						2						2						100.0		%
Insurance Expense			2						1						1						100.0		%
Other			(2)						3						(5)						(166.7)		%
Total Other Operating Expense			$	16					$	26					$	(10)					(38.5)		%

•Unutilized firm transportation and processing fees represent pipeline transportation capacity obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. In some instances, the Company may have the opportunity to realize more favorable net pricing by strategically choosing to sell natural gas into a market or to a customer that does not require the use of the Company’s own firm transportation capacity. Such sales would result in an increase in unutilized firm transportation expense. The Company attempts to minimize this expense by releasing (selling) unutilized firm transportation capacity to other parties when possible and when beneficial. The revenue received when this capacity is released (sold) is included in Excess Firm Transportation Income in Other Operating Income.

•Inventory adjustments represent required adjustments made to record inventory at the lower of cost or net realizable value.

•Environmental attribute fees represent costs related to the sale of environmental attributes that are included in Other Operating Income. The increase in fees in the period-to-period comparison relates to the increase in sales above.

•Other includes multiple one-time items in the period-to-period comparison including expenses related to our previously announced radical transparency program. In the current period, these one-time items include the reversal of a $3 million estimated charge related to a prior-year pipeline tariff filing that was recorded in the first quarter of 2024 due to a change in the circumstances from the time of the original estimate.

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Other (Income) Expense

			For the Three Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Other Income
Litigation Recoveries			$	8					$	—					$	8					100.0		%
Other			1						1						—						—		%
Total Other Income			$	9					$	1					$	8					800.0		%
Other Expense
Bank Fees			3						3						—						—		%
Other Corporate Expense			1						—						1						100.0		%
Total Other Expense			$	4					$	3					$	1					33.3		%
Total Other (Income) Expense			$	(5)					$	2					$	(7)					(350.0)		%

•CNX pursues legal recoveries when certain circumstances arise. The increase in litigation recoveries in the period-to-period comparison was the result of various recoveries that occurred in the current period. No such transactions occurred in the prior period.

Gain on Asset Sales and Abandonments, net

A net gain on asset sales and abandonments of $11 million was recognized in the three months ended September 30, 2024 compared to a net gain of $6 million in the three months ended September 30, 2023. The net gain recognized during both the three months ended September 30, 2024 and 2023 primarily relates to the sale of various non-core assets (rights-of-way, surface acreage and other non-core oil and gas interests). The gain in three months ended September 30, 2023 was offset, in part, by a loss that was recorded as part of the final adjustments to the sale of various non-operated oil and gas assets that occurred in the second quarter of 2023 (See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

Interest Expense

			For the Three Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Total Interest Expense			$	38					$	35					$	3					8.6		%

The $3 million increase in total interest expense was primarily due to higher borrowings on the CNX Credit Facility at higher interest rates and higher principal balances related to the long-term debt that was issued in February 2024. The increase was offset, in part, by lower borrowings on the CNXM Credit Facility. See Note 8 – Revolving Credit Facilities and Note 10 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Income Taxes

			For the Three Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Total Company Earnings Before Income Tax			$	83					$	19					$	64					336.8		%
Income Tax Expense (Benefit)			$	17					$	(2)					$	19					(950.0)		%
Effective Income Tax Rate			20.6		%				(11.1)		%				31.7		%

The effective income tax rates for the three months ended September 30, 2024 and 2023 were 20.6% and (11.1)%, respectively. The effective rate for the three months ended September 30, 2024 differs from the U.S. federal statutory rate of 21% primarily due to the impact of equity compensation, federal tax credits and state taxes. The effective rate for the three months ended September 30, 2023 differs from the U.S. federal statutory rate of 21% primarily due to the impact equity compensation, federal tax credits and state taxes (primarily a change in West Virginia tax law). See Note 5 – Income Taxes in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

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Results of Operations - Nine Months Ended September 30, 2024 Compared with Nine Months Ended September 30, 2023

Net Income

CNX reported net income of $54 million, or earnings per diluted share of $0.32, for the nine months ended September 30, 2024, compared to net income of $1,207 million, or earnings per diluted share of $6.24, for the nine months ended September 30, 2023.

Included in earnings for the nine months ended September 30, 2024 was an unrealized loss on commodity derivative instruments of $149 million and a net loss on asset sales and abandonments of $9 million. Included in earnings for the nine months ended September 30, 2023 was an unrealized gain on commodity derivative instruments of $1,231 million and a net gain on asset sales and abandonments of $121 million. See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information related to the loss/(gain) on asset sales and abandonments.

Non-GAAP Financial Measures

CNX's management uses certain non-GAAP financial measures for planning, forecasting and evaluating business and financial performance, and believes that they are useful for investors in analyzing the Company. Although these are not measures of performance calculated in accordance with GAAP, management believes that these financial measures are useful to an investor in evaluating CNX because these metrics are widely used to evaluate a natural gas company’s operating performance. Sales of Natural Gas, NGL and Oil, including cash settlements is a non-GAAP measure that excludes the impacts of changes in the fair value of commodity derivative instruments prior to settlement, which are often volatile, and only includes the impact of settled commodity derivative instruments. Sales of Natural Gas, NGL and Oil, including cash settlements also excludes purchased gas revenue and other revenue and operating income, which are not directly related to CNX’s natural gas producing activities. Natural Gas, NGL and Oil Production Costs is a non-GAAP measure that excludes certain expenses that are not directly related to CNX’s natural gas producing activities and are managed outside our production operations (See Note 14 – Segment Information in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information). These expenses include, but are not limited to, interest expense, other operating expense and other corporate expenses such as selling, general and administrative costs. We believe that Sales of Natural Gas, NGL and Oil, including cash settlements, Natural Gas, NGL and Oil Production Costs and Natural Gas, NGL and Oil Production Margin (which is derived by subtracting Natural Gas, NGL and Oil Production Costs from Sales of Natural Gas, NGL and Oil, including cash settlements) provide useful information to investors for evaluating period-to-period comparisons of earnings trends. These metrics should not be viewed as a substitute for measures of performance that are calculated in accordance with GAAP. In addition, because all companies do not calculate these measures identically, these measures may not be comparable to similarly titled measures of other companies.

Non-GAAP Financial Measures Reconciliation

			For the Nine Months Ended September 30,
(Dollars in millions)			2024						2023
Total Revenue and Other Operating Income			$	1,130					$	2,466
Add (Deduct):
Purchased Gas Revenue			(53)						(57)
Unrealized Loss (Gain) on Commodity Derivative Instruments			149						(1,231)
Other Revenue and Operating Income			(145)						(89)
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure			$	1,081					$	1,089
Total Operating Expense			$	937					$	892
Add (Deduct):
Depreciation, Depletion and Amortization (DD&A) - Corporate			(10)						(10)
Exploration and Production Related Other Costs			(7)						(8)
Purchased Gas Costs			(51)						(54)
Selling, General and Administrative Costs			(102)						(96)
Other Operating Expense			(62)						(62)
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure1			$	705					$	662

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1 Natural Gas, NGL and Oil production costs consists primarily of lease operating expense, production ad valorem and other fees, transportation, gathering and compression and production related depreciation, depletion and amortization.

Selected Natural Gas, NGL and Oil Production Financial Data

The following table presents a summary of our total sales volumes, sales of natural gas, NGL and oil including cash settlements, natural gas, NGL and oil production costs and natural gas, NGL and oil production margin related to our production operations on a total company basis (See Non-GAAP Financial Measures Reconciliation above for the reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP):

			For the Nine Months Ended September 30,
			2024												2023												Variance
			in Millions						Per Mcfe						in Millions						Per Mcfe						in Millions						Per Mcfe
Total Sales Volumes (Bcfe)*									408.8												413.4												(4.6)
Natural Gas, NGL and Oil Revenue			$	822					$	1.94					$	968					$	2.31					$	(146)					$	(0.37)
Gain on Commodity Derivative Instruments - Cash Settlement			259						0.70						121						0.32						138						0.38
Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure			1,081						2.64						1,089						2.63						(8)						0.01
Lease Operating Expense			53						0.13						46						0.11						7						0.02
Production, Ad Valorem, and Other Fees			21						0.05						23						0.05						(2)						—
Transportation, Gathering and Compression			284						0.70						282						0.68						2						0.02
Depreciation, Depletion and Amortization (DD&A)			347						0.84						311						0.76						36						0.08
Natural Gas, NGL and Oil Production Costs, a Non-GAAP Financial Measure			705						1.72						662						1.60						43						0.12
Natural Gas, NGL and Oil Production Margin, a Non-GAAP Financial Measure			$	376					$	0.92					$	427					$	1.03					$	(51)					$	(0.11)

*NGLs and Oil/Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of NGL, condensate, and natural gas prices.

The 4.6 Bcfe decrease in total sales volumes in the period-to-period comparison was primarily due to normal production declines and the timing of when new wells were turned-in-line after the 2023 period offset, in part, by an increase in NGL volumes primarily due to an increase in ethane recoveries.

Changes in the average costs per Mcfe were primarily related to the following items:

•Lease operating expense increased on a per unit basis primarily due to an increase in water disposal costs as more water was taken to disposal instead of being reused in well completions.

•Transportation, gathering and compression expense increased on a per unit basis primarily due to higher processing fees related to the increase in NGL volumes, an increase in electrical compression expense offset, in part, by lower repairs and maintenance expense.

•Depreciation, depletion and amortization expense increased on a per unit basis primarily due to a higher annual depletion rate for 2024. The increase in rate is primarily attributable to downward reserve revisions due to adjustments to the five-year development plan that lowered proved undeveloped reserves, price changes, and the sale of various non-operated producing oil and gas assets.

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Average Realized Price Reconciliation

The following table presents a breakout of liquids and natural gas sales information and settled derivative information to assist in the understanding of the Company’s natural gas production and sales portfolio and information regarding settled commodity derivatives:

						For the Nine Months Ended September 30,
in thousands (unless noted)						2024						2023						Variance						Percent Change
LIQUIDS
NGL:
Sales Volume (MMcfe)						36,876						31,660						5,216						16.5		%
Sales Volume (Mbbls)						6,146						5,277						869						16.5		%
Gross Price ($/Bbl)						$	21.42					$	21.78					$	(0.36)					(1.7)		%
Gross NGL Revenue						$	131,790					$	114,900					$	16,890					14.7		%
Oil/Condensate:
Sales Volume (MMcfe)						677						1,004						(327)						(32.6)		%
Sales Volume (Mbbls)						113						167						(54)						(32.3)		%
Gross Price ($/Bbl)						$	63.12					$	66.18					$	(3.06)					(4.6)		%
Gross Oil/Condensate Revenue						$	7,120					$	11,082					$	(3,962)					(35.8)		%
NATURAL GAS
Sales Volume (MMcf)						371,293						380,785						(9,492)						(2.5)		%
Sales Price ($/Mcf)						$	1.84					$	2.21					$	(0.37)					(16.7)		%
Gross Natural Gas Revenue						$	682,754					$	841,841					$	(159,087)					(18.9)		%
Hedging Impact ($/Mcf)						$	0.70					$	0.32					$	0.38					118.8		%
Gain on Commodity Derivative Instruments - Cash Settlement						$	259,397					$	120,398					$	138,999					115.4		%

The decrease in Sales of Natural Gas, NGL and Oil, including Cash Settlements, a Non-GAAP Financial Measure was primarily due to the $0.37 per Mcf decrease in natural gas sales price, when excluding the impact of hedging, the 4.6 Bcfe decrease in total sales volumes and the $0.36 per barrel decrease in NGL prices. These decreases were offset, in-part, by the impact of the change in the gain on commodity derivative instruments - cash settlement related to the Company's hedging program.

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SEGMENT ANALYSIS for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023:

			For the Nine Months Ended																								Difference to Nine Months Ended
			September 30, 2024																								September 30, 2023
(in millions)			Shale						CBM						Other						Total						Shale						CBM						Other						Total
Natural Gas, NGLs and Oil Revenue			$	746					$	75					$	1					$	822					$	(123)					$	(23)					$	—					$	(146)
Gain (Loss) on Commodity Derivative Instruments			240						19						(149)						110						128						10						(1,380)						(1,242)
Purchased Gas Revenue			—						—						53						53						—						—						(4)						(4)
Other Revenue and Operating Income			50						—						95						145						—						—						56						56
Total Revenue and Other Operating Income			1,036						94						—						1,130						5						(13)						(1,328)						(1,336)
Lease Operating Expense			36						16						1						53						5						1						1						7
Production, Ad Valorem, and Other Fees			17						4						—						21						(1)						(1)						—						(2)
Transportation, Gathering and Compression			236						48						—						284						3						—						(1)						2
Depreciation, Depletion and Amortization			298						44						15						357						28						6						2						36
Exploration and Production Related Other Costs			—						—						7						7						—						—						(1)						(1)
Purchased Gas Costs			—						—						51						51						—						—						(3)						(3)
Selling, General and Administrative Costs			—						—						102						102						—						—						6						6
Other Operating Expense			—						—						62						62						—						—						—						—
Total Operating Expense			587						112						238						937						35						6						4						45
Other Income			—						—						(11)						(11)						—						—						(16)						(16)
Loss on Asset Sales and Abandonments, net			—						—						9						9						—						—						130						130
Loss on Debt Extinguishment			—						—						7						7						—						—						7						7
Interest Expense			—						—						114						114						—						—						8						8
Total Other Expense			—						—						119						119						—						—						129						129
Total Costs and Expenses			587						112						357						1,056						35						6						133						174
Earnings (Loss) Before Income Tax			$	449					$	(18)					$	(357)					$	74					$	(30)					$	(19)					$	(1,461)					$	(1,510)

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        SHALE SEGMENT

The Shale segment had earnings before income tax of $449 million for the nine months ended September 30, 2024 compared to earnings before income tax of $479 million for the nine months ended September 30, 2023.

			For the Nine Months Ended September 30,
			2024						2023						Variance						Percent Change
Shale Gas Sales Volumes (Bcf)			341.9						349.9						(8.0)						(2.3)		%
NGLs Sales Volumes (Bcfe)*			36.9						31.7						5.2						16.4		%
Oil/Condensate Sales Volumes (Bcfe)*			0.7						1.0						(0.3)						(30.0)		%
Total Shale Sales Volumes (Bcfe)*			379.5						382.6						(3.1)						(0.8)		%
Average Shale Gas Sales Price (per Mcf)			$	1.78					$	2.12					$	(0.34)					(16.0)		%
Gain on Commodity Derivative Instruments - Cash Settlement (per Mcf)			$	0.70					$	0.32					$	0.38					118.8		%
Average Sales Price - NGLs (per Mcfe)*			$	3.57					$	3.63					$	(0.06)					(1.7)		%
Average Sales Price - Oil/Condensate (per Mcfe)*			$	10.49					$	11.01					$	(0.52)					(4.7)		%
Total Average Shale Sales Price (per Mcfe)			$	2.60					$	2.56					$	0.04					1.6		%
Average Shale Lease Operating Expenses (per Mcfe)			0.10						0.08						0.02						25.0		%
Average Shale Production, Ad Valorem and Other Fees (per Mcfe)			0.04						0.05						(0.01)						(20.0)		%
Average Shale Transportation, Gathering and Compression Costs (per Mcfe)			0.62						0.61						0.01						1.6		%
Average Shale Depreciation, Depletion and Amortization Costs (per Mcfe)			0.79						0.70						0.09						12.9		%
Total Average Shale Production Costs (per Mcfe)			$	1.55					$	1.44					$	0.11					7.6		%
Total Average Shale Production Margin (per Mcfe)			$	1.05					$	1.12					$	(0.07)					(6.3)		%

* NGLs and Oil/Condensate are converted to Mcfe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not indicative of the relationship of oil, NGL, condensate, and natural gas prices.

The Shale segment had natural gas, NGLs and oil/condensate revenue of $746 million for the nine months ended September 30, 2024 compared to $869 million for the nine months ended September 30, 2023. The $123 million decrease was due primarily to a 16.0% decrease in the average sales price for natural gas, a 0.8% decrease in total Shale sales volumes and a 1.7% decrease in the average sales price of NGLs. The decrease in total Shale sales volumes was primarily due to normal production declines and the timing of when new wells were turned-in-line offset, in part, by an increase in NGL sales volumes due to an increase in ethane recoveries.

The increase in total average Shale sales price was primarily due to a $0.38 per Mcf change in the realized gain on commodity derivative instruments. The notional amounts associated with these financial hedges represented approximately 285.6 Bcf of the Company's produced Shale gas sales volumes for the nine months ended September 30, 2024 at an average gain of $0.84 per Mcf hedged. For the nine months ended September 30, 2023, these financial hedges represented approximately 293.6 Bcf at an average gain of $0.38 per Mcf hedged. These increases were offset, in part, by a $0.34 per Mcf decrease in average natural gas sales price and a $0.06 per Mcfe decrease in the average NGL sales price.

Total operating costs and expenses for the Shale segment were $587 million for the nine months ended September 30, 2024 compared to $552 million for the nine months ended September 30, 2023. The increase in total dollars and unit costs for the Shale segment were due to the following items:

•Shale lease operating expenses were $36 million for the nine months ended September 30, 2024 compared to $31 million for the nine months ended September 30, 2023. The increase in total dollars and unit costs was primarily due to an increase in water disposal costs as more water was taken to disposal instead of being reused in well completions.

•Shale transportation, gathering and compression costs were $236 million for the nine months ended September 30, 2024 compared to $233 million for the nine months ended September 30, 2023. The increase in total dollars and unit costs was primarily related to an increase in processing costs due to higher processing fees related to the increase in NGL volumes, an increase in electrical compression expense offset, in part, by lower repairs and maintenance expense.

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•Depreciation, depletion and amortization costs attributable to the Shale segment were $298 million for the nine months ended September 30, 2024 compared to $270 million for the nine months ended September 30, 2023. These amounts included depletion on a unit of production basis of $0.67 per Mcfe and $0.59 per Mcfe, respectively. The increase in the units of production depreciation, depletion and amortization rate in the current period is primarily due to a higher annual depletion rate for 2024. The increase in rate is primarily attributable to downward reserve revisions due to adjustments to the five-year development plan that lowered proved undeveloped reserves, price changes, and the sale of various non-operated producing oil and gas assets The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to asset retirement obligations.

Total Shale other revenue and operating income relates to natural gas gathering services provided to third parties. The Shale segment had other revenue and operating income of $50 million for the nine months ended September 30, 2024 and 2023.

COALBED METHANE (CBM) SEGMENT

The CBM segment had a loss before income tax of $18 million for the nine months ended September 30, 2024 compared to earnings before income tax of $1 million for the nine months ended September 30, 2023.

			For the Nine Months Ended September 30,
			2024						2023						Variance						Percent Change
CBM Gas Sales Volumes (Bcf)			29.1						30.6						(1.5)						(4.9)		%
Average CBM Gas Sales Price (per Mcf)			$	2.58					$	3.20					$	(0.62)					(19.4)		%
Gain on Commodity Derivative Instruments - Cash Settlement (per Mcf)			$	0.65					$	0.28					$	0.37					132.1		%
Total Average CBM Sales Price (per Mcf)			$	3.24					$	3.49					$	(0.25)					(7.2)		%
Average CBM Lease Operating Expenses (per Mcf)			0.56						0.49						0.07						14.3		%
Average CBM Production, Ad Valorem and Other Fees (per Mcf)			0.15						0.16						(0.01)						(6.3)		%
Average CBM Transportation, Gathering and Compression Costs (per Mcf)			1.65						1.60						0.05						3.1		%
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)			1.50						1.22						0.28						23.0		%
Total Average CBM Production Costs (per Mcf)			$	3.86					$	3.47					$	0.39					11.2		%
Total Average CBM Production Margin (per Mcf)			$	(0.62)					$	0.02					$	(0.64)					(3,200.0)		%

The CBM segment had natural gas revenue of $75 million for the nine months ended September 30, 2024 compared to $98 million for the nine months ended September 30, 2023. The $23 million decrease was due to a 19.4% decrease in the average sales price for natural gas in the current period and a 4.9% decrease in CBM sales volumes due to normal production declines.

The total average CBM sales price decreased $0.25 per Mcf due to a $0.62 per Mcf decrease in average natural gas sales price offset, in part, by a $0.37 per Mcf change in the realized gain on commodity derivative instruments resulting from the Company's hedging program. The notional amounts associated with these financial hedges represented approximately 22.6 Bcf of the Company's produced CBM sales volumes for the nine months ended September 30, 2024 at an average gain of $0.84 per Mcf hedged. For the nine months ended September 30, 2023, these financial hedges represented approximately 24.0 Bcf at an average gain of $0.36 per Mcf hedged.

Total operating costs and expenses for the CBM segment were $112 million for the nine months ended September 30, 2024 compared to $106 million for the nine months ended September 30, 2023. The increase in total dollars and unit costs for the CBM segment were due to the following items:

•CBM lease operating expenses were $16 million for the nine months ended September 30, 2024 compared to $15 million for the nine months ended September 30, 2023. The increase in total dollars and unit costs was primarily due to an increase in well tending and water disposal costs. The increase in unit cost was also due to the decrease in total CBM volumes.

•CBM transportation, gathering and compression costs were $48 million for both the nine months ended September 30, 2024 and 2023. The increase in unit cost was primarily due to the decrease in total CBM volumes.

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•Depreciation, depletion and amortization costs attributable to the CBM segment were $44 million for the nine months ended September 30, 2024 compared to $38 million for the nine months ended September 30, 2023. These amounts included depletion on a unit of production basis of $0.85 per Mcfe and $0.64 per Mcfe, respectively. The increase in the units of production depreciation, depletion and amortization rate in the current period is primarily the result of a higher 2024 annual depletion rate. The increase in rate is primarily attributable to downward reserve revisions due to higher operating costs and price changes. The remaining depreciation, depletion and amortization costs were either recorded on a straight-line basis or related to asset retirement obligations.

OTHER SEGMENT

The Other Segment includes nominal shallow oil and gas production which is not significant to the Company. It also includes the Company's purchased gas activities, unrealized gain or loss on commodity derivative instruments, New Technologies, exploration and production related other costs, as well as various other expenses that are managed outside the Shale and CBM segments such as SG&A, interest expense and income taxes.

The Other Segment had a loss before income tax of $357 million for the nine months ended September 30, 2024 compared to earnings before income tax of $1,104 million for the nine months ended September 30, 2023. The decrease in total dollars is discussed below.

			For the Nine Months Ended September 30,
			2024						2023						Variance						Percent Change
Other Gas Sales Volumes (Bcf)			0.2						0.2						—						—		%

Unrealized (Loss) Gain on Commodity Derivative Instruments

For the nine months ended September 30, 2024, the Other Segment recognized an unrealized loss on commodity derivative instruments of $149 million. For the nine months ended September 30, 2023, the Other Segment recognized an unrealized gain on commodity derivative instruments of $1,231 million. The unrealized loss or gain on commodity derivative instruments represents changes in the fair value of all the Company's existing commodity hedges on a mark-to-market basis.

Purchased Gas Revenue and Costs

Purchased gas volumes represent volumes of natural gas purchased at market prices from third parties and then resold in order to fulfill contracts with certain customers and to balance supply. Purchased gas revenue was $53 million for the nine months ended September 30, 2024 compared to $57 million for the nine months ended September 30, 2023. Purchased gas costs were $51 million for the nine months ended September 30, 2024 compared to $54 million for the nine months ended September 30, 2023. The period-to-period decrease in purchased gas revenue was primarily due to a decrease in the average sales price.

			For the Nine Months Ended September 30,
			2024						2023						Variance						Percent Change
Purchased Gas Sales Volumes (in Bcf)			27.8						24.2						3.6						14.9		%
Average Sales Price (per Mcf)			$	1.89					$	2.37					$	(0.48)					(20.3)		%
Purchased Gas Average Cost (per Mcf)			$	1.82					$	2.23					$	(0.41)					(18.4)		%

Other Operating Income

			For the Nine Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Sales of Environmental Attributes			$	71					$	23					$	48					208.7		%
Water Income			10						3						7						233.3		%
Excess Firm Transportation Income			15						11						4						36.4		%
Equity (Loss) Income from Affiliates			(1)						2						(3)						(150.0)		%
Total Other Operating Income			$	95					$	39					$	56					143.6		%

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•Sales of environmental attributes includes items such as (but are not limited to): carbon credits, air quality credits, renewable or alternative energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances. The quantities and types of environmental attributes we sell and the associated revenue can vary depending on a number of factors, including the market for these credits, changes to the various voluntary or compliance programs under which the credits are generated and sold, and our ability to strictly comply with the programs under which the attributes can be sold. The increase in the period-to-period comparison was due to an increase in the amount of environmental attributes sold.

•Water income increased in the period-to-period comparison due to higher third-party sales in the current period.

•Excess firm transportation income represents revenue from the sale of excess firm transportation capacity to third parties. The Company obtains firm pipeline transportation capacity to enable gas production to flow uninterrupted as sales volumes increase. In order to minimize this unutilized firm transportation expense, CNX is able to release (sell) unutilized firm transportation capacity to other parties when possible and when beneficial. The revenue from released capacity helps offset the Unutilized Firm Transportation and Processing Fees in Total Other Operating Expense.

•Equity (loss) income from affiliates represents CNX’s share of earnings and losses from various entities, including interests in various oilfield service companies and a 50% interest in a power plant located within CNX’s CBM field.

Exploration and Production Related Other Costs

			For the Nine Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Land Rentals			$	4					$	3					$	1					33.3		%
Lease Expiration Costs			3						5						(2)						(40.0)		%
Total Exploration and Production Related Other Costs			$	7					$	8					$	(1)					(12.5)		%

•Lease expiration costs relate to leases where the primary term expired or will expire within the next 12 months. The decrease in the nine months ended September 30, 2024 was primarily due to a decrease in the number of acres that were allowed to expire.

Selling, General and Administrative

SG&A includes costs such as overhead, including employee labor and benefit costs, short-term incentive compensation, costs of maintaining our headquarters, audit and other professional fees, charitable contributions and legal compliance expenses. SG&A costs also include non-cash long-term equity-based compensation expense.

			For the Nine Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Contributions and Advertising			$	4					$	3					$	1					33.3		%
Short-term Incentive Compensation			10						10						—						—		%
Long-term Equity-Based Compensation (Non-Cash)			15						16						(1)						(6.3)		%
Salaries, Wages and Employee Benefits			22						23						(1)						(4.3)		%
Other			51						44						7						15.9		%
Total SG&A			$	102					$	96					$	6					6.3		%

•Other increased in the period-to-period comparison primarily due to higher professional services and consulting fees, as well as increased software costs.

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Other Operating Expense

			For the Nine Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Environmental Attribute Fees			$	11					$	4					$	7					175.0		%
Idle Equipment and Service Charges			4						3						1						33.3		%
Water Expense			1						1						—						—		%
Insurance Expense			3						3						—						—		%
Unutilized Firm Transportation and Processing Fees			37						40						(3)						(7.5)		%
Virginia Flood Expense			(2)						2						(4)						(200.0)		%
Inventory Adjustments			1						6						(5)						(83.3)		%
Other			7						3						4						133.3		%
Total Other Operating Expense			$	62					$	62					$	—					—		%

•Environmental attribute fees represent costs related to the sale of environmental attributes that are included in Other Operating Income. The increase in fees in the period-to-period comparison relates to the increase in sales above.

•Idle equipment and service charges relate to the temporary idling of certain equipment and other services that may be needed in the natural gas drilling and completions process.

•Unutilized firm transportation and processing fees represent pipeline transportation capacity obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. In some instances, the Company may have the opportunity to realize more favorable net pricing by strategically choosing to sell natural gas into a market or to a customer that does not require the use of the Company’s own firm transportation capacity. Such sales would result in an increase in unutilized firm transportation expense. The Company attempts to minimize this expense by releasing (selling) unutilized firm transportation capacity to other parties when possible and when beneficial. The revenue received when this capacity is released (sold) is included in Excess Firm Transportation Income in Other Operating Income.

•Virginia flood expense includes costs to cleanup and repair areas that were impacted by flooding that occurred in Buchanan County, Virginia in July 2022. The income in the current period relates to an insurance reimbursement for prior expenses incurred.

•Inventory adjustments represent required adjustments made to record inventory at the lower of cost or net realizable value.

•Other includes multiple one-time items in the period-to-period comparison including expenses related to our previously announced radical transparency program. In the current period, these one-time items also include a $3 million charge related to a prior-year sales and use tax audit settlement.

Other (Income) Expense

			For the Nine Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Other Income
Litigation Recoveries			$	20					$	—					$	20					100.0		%
Right-of-Way Sales			1						4						(3)						(75.0)		%
Other			3						3						—						—		%
Total Other Income			$	24					$	7					$	17					242.9		%
Other Expense
Professional Services			$	3					$	1					$	2					200.0		%
Bank Fees			8						8						—						—		%
Other Corporate Expense			2						3						(1)						(33.3)		%
Total Other Expense			$	13					$	12					$	1					8.3		%
Total Other (Income) Expense			$	(11)					$	5					$	(16)					(320.0)		%

•CNX pursues legal recoveries when certain circumstances arise. The increase in litigation recoveries in the period-to-period comparison was the result of various recoveries that occurred in the current period. No such transactions occurred in the prior period.

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Loss (Gain) on Asset Sales and Abandonments, net

A net loss on asset sales and abandonments of $9 million was recognized in the nine months ended September 30, 2024 compared to a net gain of $121 million in the nine months ended September 30, 2023. The net loss recognized in the nine months ended September 30, 2024 primarily relates to a $26 million loss on the sale of a non-core pipeline to a third party offset, in part, by the gain on sale of various other non-core assets (primarily rights-of-way, surface acreage and other non-core oil and gas interests). The net gain recognized in the nine months ended September 30, 2023 primarily relates to the sale of various non-operated oil and gas assets (See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

Loss on Debt Extinguishment

A loss on debt extinguishment of $7 million was recognized in the nine months ended September 30, 2024 in connection with CNX's repurchase of $350 million of the 7.25% Senior Notes due March 2027 at an average price equal to 101.9% of the principal amount. See Note 10 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information. No such transactions occurred in the prior period.

Interest Expense

			For the Nine Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Total Interest Expense			$	114					$	106					$	8					7.5		%

The $8 million increase in total interest expense was primarily due to higher borrowings on the CNX Credit Facility at higher interest rates and higher principal balances related to the long-term debt that was issued in February 2024. The increase was offset, in part, by lower borrowings on the CNXM Credit Facility. See Note 8 – Revolving Credit Facilities and Note 10 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Income Taxes

			For the Nine Months Ended September 30,
(in millions)			2024						2023						Variance						Percent Change
Total Company Earnings Before Income Tax			$	74					$	1,584					$	(1,510)					(95.3)		%
Income Tax Expense			$	20					$	377					$	(357)					(94.7)		%
Effective Income Tax Rate			26.5		%				23.8		%				2.7		%

The effective income tax rates for the nine months ended September 30, 2024 and 2023 were 26.5% and 23.8%, respectively. The effective tax rate for the nine months ended September 30, 2024 differs from the U.S. federal statutory rate of 21% primarily due to the impact of equity compensation, federal tax credits, and state taxes. The effective tax rate for the nine months ended September 30, 2023 differs from the U.S. federal statutory rate of 21% primarily due to the impact of equity compensation, federal tax credits, and state taxes (primarily a change in West Virginia tax law). See Note 5 – Income Taxes in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Liquidity and Capital Resources

Overview, Sources and Uses

CNX generally has satisfied its working capital requirements and funded its capital expenditures and debt service obligations with cash generated from operations and proceeds from borrowings. CNX currently believes that cash generated from operations, asset sales and the Company's borrowing capacity will be sufficient to meet the Company's working capital requirements, anticipated capital expenditures (other than major acquisitions), scheduled debt payments, anticipated dividend payments, if any, and to provide required letters of credit for at least the next twelve months and the foreseeable future thereafter. Nevertheless, the ability of CNX to satisfy its working capital requirements, to service its debt obligations, to fund planned capital expenditures, or to pay dividends will depend upon future operating performance, which will be affected by prevailing economic conditions in the natural gas industry and other financial and business factors, some of which are beyond CNX’s control.

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From time to time, CNX is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. CNX sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity.

CNX continuously reviews its liquidity and capital resources. If market conditions were to change, for instance due to a significant decline in commodity prices, and our revenue was reduced significantly or operating and capital costs were to increase significantly, our cash flows and liquidity could be reduced.

As of September 30, 2024, CNX was in compliance with all of its debt covenants. After considering the potential effect of a significant decline in commodity prices, CNX currently expects to remain in compliance with its debt covenants.

CNX frequently evaluates potential acquisitions. CNX has historically funded acquisitions with cash generated from operations and a variety of other sources, depending on the size of the transaction, including debt and equity financing. There can be no assurance that additional capital resources, including debt and equity financing, will be available to CNX on terms which CNX finds acceptable, or at all.

Factors that may Impact our Liquidity

•The Company’s cash on hand and access to additional liquidity. Cash and cash equivalents were $1 million as of September 30, 2024 and nominal as of December 31, 2023.

•Accounts and notes receivable - trade as of September 30, 2024 and December 31, 2023 were $102 million and $116 million, respectively. Our accounts and notes receivable balance may fluctuate as of any balance sheet date depending on the prices we receive for our natural gas and NGLs and the volumes sold.

•Capital expenditures are expected to range between $525 million to $550 million for the year ended December 31, 2024. For the nine months ended September 30, 2024, CNX had capital expenditures of $435 million.

•Production volumes are expected to range between 545.0 Bcfe and 555.0 Bcfe for the year ended December 31, 2024. For the nine months ended September 30, 2024, CNX had production volumes of 408.8 Bcfe.

•Prices for natural gas and NGLs are volatile, and an extended decline in the prices we receive for our natural gas and NGLs will adversely affect our financial condition and cash flows.

•In order to manage the market risk exposure of volatile natural gas prices in the future, CNX enters into various physical natural gas supply transactions with both gas marketers and end users for terms varying in length. CNX also enters into various financial natural gas and NGL swap transactions to manage the market risk exposure to in-basin and out-of-basin pricing. The fair value of these contracts was a net liability of $179 million at September 30, 2024 and a net liability of $56 million at December 31, 2023. The Company has not experienced any issues of non-performance by derivative counterparties. See Item 3, "Quantitative and Qualitative Disclosures About Market Risk" of this Form 10-Q for further discussion of our commodity risk management.

Cash Flows (in millions)

			For the Nine Months Ended September 30,
			2024						2023						Change
Cash Provided by Operating Activities			$	547					$	653					$	(106)
Cash Used in Investing Activities			$	(414)					$	(410)					$	(4)
Cash Used in Financing Activities			$	(132)					$	(256)					$	124

Cash flows from operating activities changed in the period-to-period comparison primarily due to the following items:

•Net income decreased $1,153 million in the period-to-period comparison.

•Adjustments to reconcile net income to cash provided by operating activities primarily consisted of a $356 million net decrease in deferred income taxes, a $1,458 million net change in commodity derivative instruments, a $130 million increase in loss (gain) on asset sales and abandonments, net and a $185 million net decrease for various other changes in working capital.

Cash flows from investing activities changed in the period-to-period comparison primarily due to the following items:

•Capital expenditures decreased $137 million primarily due to a decrease in drilling and completions activity.

•Proceeds from asset sales decreased $138 million primarily due to the sale of various non-operated producing oil and gas assets primarily located in the Appalachian Basin to a third party in the nine months ended September 30, 2023 for cash proceeds of $125 million. The remaining variance includes the sale of various non-core assets in both

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periods (See Note 4 – Acquisitions and Dispositions in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

Cash flows from financing activities changed in the period-to-period comparison primarily due to the following items:

•Proceeds from borrowings under the CNXM Credit Facility decreased $21 million and repayments under the CNXM Credit Facility decreased $8 million.

•Proceeds from borrowings under the CNX Credit Facility decreased $247 million and repayments under the CNX Credit Facility decreased $323 million.

•During the nine months ended September 30, 2024, CNX paid $357 million to repurchase $350 million of CNX 7.25% Senior Notes due March 2027 at a price of 101.9% of the principal amount. See Note 10 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

•During the nine months ended September 30, 2024, CNX issued $400 million aggregate principal amount of CNX 7.25% Senior Notes due March 2032 at a price of 98.8% for cash proceeds of $395 million. See Note 10 – Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

•In the nine months ended September 30, 2024, CNX repurchased $159 million of its common stock on the open market compared to $206 million during the nine months ended September 30, 2023.

•During the nine months ended September 30, 2024, debt issuance and financing fees increased $15 million primarily due to amending both the CNX and CNXM Credit Facilities. See Note 8 – Revolving Credit Facilities in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Commitments and Significant Contractual and Other Material Cash Obligations

The following is a summary of the Company's significant contractual and other material cash obligations at September 30, 2024 (in thousands):

			Payments due by Year
			Less Than 1 Year						1-3 Years						3-5 Years						More Than 5 Years						Total
Purchase Order Firm Commitments			$	3,525					$	2,930					$	313					$	—					$	6,768
Gas Firm Transportation and Processing			235,906						442,354						324,047						518,208						1,520,515
Long-Term Debt			327,509						—						679,900						1,287,401						2,294,810
Interest on Long-Term Debt			135,290						260,041						235,295						147,657						778,283
Finance Lease Obligations			3,540						10,694						13,106						2,522						29,862
Interest on Finance Lease Obligations			1,804						3,085						1,609						194						6,692
Operating Lease Obligations			49,031						32,749						11,053						13,692						106,525
Interest on Operating Lease Obligations			4,084						3,514						2,060						1,525						11,183
Long-Term Liabilities—Employee Related (a)			2,216						4,665						4,769						22,588						34,238
Other Long-Term Liabilities (b)			167,209						64,171						27,105						89,420						347,905
Total Contractual Obligations (c)			$	930,114					$	824,203					$	1,299,257					$	2,083,207					$	5,136,781

 _________________________

(a)Employee related long-term liabilities include salaried retirement contributions and work-related injuries and illnesses.

(b)Other long-term liabilities include royalties and other long-term liability costs.

(c)The table above does not include obligations to taxing authorities due to the uncertainty surrounding the ultimate settlement of amounts and timing of these obligations.

Debt

At September 30, 2024, CNX had total debt of $2,295 million, including the current portion of long-term debt of $328 million and excluding unamortized debt issuance costs. This long-term debt consisted of:

•An aggregate principal amount of $500 million of 6.00% Senior Notes due January 2029. Interest on the notes is payable January 15 and July 15 of each year. 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).

•An aggregate principal amount of $500 million of 7.375% Senior Notes due January 2031, less $5 million of unamortized discount. Interest on the notes is payable January 15 and July 15 each year. Payment of the principal and

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interest on the notes is guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).

•An aggregate principal amount of $400 million of 4.75% Senior Notes due April 2030 issued by CNXM, less $3 million of unamortized discount. Interest on the notes is payable April 15 and October 15 of each year. Payment of the principal and interest on the notes is guaranteed by certain of CNXM's subsidiaries. CNX is not a guarantor of these notes.

•An aggregate principal amount of $400 million of 7.25% Senior Notes due March 2032 less $5 million of unamortized discount. Interest on the notes is payable March 1 and September 1 of each year. Payment on 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).

•An aggregate principal amount of $331 million of 2.25% Convertible Senior Notes due May 2026, unless earlier redeemed, repurchased, or converted, less $3 million of unamortized discount and issuance costs. Interest on the notes is payable May 1 and November 1 of each year. 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).

•An aggregate principal amount of $153 million in outstanding borrowings under the CNX Credit Facility. Payment of the principal and interest on the CNX Credit Facility is guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).

•An aggregate principal amount of $27 million in outstanding borrowings under the CNXM Credit Facility. Payment of the principal and interest on the CNXM Credit Facility is guaranteed by certain of CNXM's subsidiaries. CNX is not a guarantor of the CNXM Facility.

Total Equity and Dividends

CNX had total equity of $4,257 million at September 30, 2024 compared to $4,361 million at December 31, 2023. See the Consolidated Statements of Stockholders' Equity in Item 1 of this Form 10-Q for additional details.

The declaration and payment of dividends by CNX is subject to the discretion of CNX's Board of Directors, and no assurance can be given that CNX will pay dividends in the future. CNX has not paid dividends on its common stock since 2016. The determination to pay dividends in the future will depend upon, among other things, general business conditions, CNX's financial results, contractual and legal restrictions regarding the payment of dividends by CNX, planned investments by CNX, and such other factors as CNX's Board of Directors deems relevant. In addition, CNX's ability to pay dividends is limited by the covenants governing the CNX Credit Facility and the indentures governing certain of CNX's Senior Notes.

Off-Balance Sheet Transactions

CNX does not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources which are not disclosed in the Notes to the Unaudited Consolidated Financial Statements. CNX uses a combination of surety bonds, corporate guarantees and letters of credit to secure the Company's financial obligations for employee-related, environmental, performance and various other items which are not reflected in the Consolidated Balance Sheet at September 30, 2024. Management believes these items will expire without being funded. See Note 11 – Commitments and Contingent Liabilities in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for additional details of the various financial guarantees that have been issued by CNX.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities in the Consolidated Financial Statements and at the date of the financial statements. Actual results could materially differ from those estimates. The preceding discussion and analysis of our consolidated results of operations and financial condition should be read in conjunction with our Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. The 2023 financial statements, as part of our Form 10-K filed with the SEC, include additional information about us, our operations, our financial condition, our critical accounting policies and accounting estimates, and should be read in conjunction with this Quarterly Report on Form 10-Q. Our significant accounting policies are described in Note 1—Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 the 2023 Form 10-K.

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Forward-Looking Statements

We are including the following cautionary statement in this Form 10-Q to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of us. With the exception of historical matters, the matters discussed in this Form 10-Q are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe a strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this Form 10-Q speak only as of the date of this Form 10-Q; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

•prices for natural gas and NGLs are volatile and can fluctuate widely based upon a number of factors beyond our control, including supply and demand for our products;

•unsuccessful operational efforts or continued natural gas price decreases requiring us to record write-downs of the quantity and value of our proved natural gas properties;

•competition and consolidation within the natural gas industry may adversely affect our ability to sell our products and midstream services or other parts of the business;

•deterioration in the economic conditions in any of the industries in which our customers or their customers operate, a domestic or worldwide financial downturn, or negative credit market conditions;

•hedging activities may prevent us from benefiting from price increases and may expose us to other risks;

•negative public perception regarding our Company or industry;

•events beyond our control, including a global or domestic health crisis or global instability and actual and threatened geopolitical conflict, may result in unexpected adverse operating and financial results;

•increasing attention to environmental, social and governance matters may adversely impact our business;

•dependence on third party pipeline and processing systems could adversely affect our operations and limit sales of our natural gas and NGLs as a result of disruptions, capacity constraints, proximity issues or decreases in availability of pipelines or other midstream facilities;

•uncertainties in estimating our economically recoverable natural gas reserves;

•the high-risk nature of drilling, developing and operating natural gas wells;

•our identified development locations are scheduled over multiple future years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their actual development;

•the substantial capital expenditures required for, and the regulatory, environmental, political, legal and economic risks associated with, our development and exploration projects, as well as midstream system development;

•our success depends on key members of our management and our ability to attract and retain experienced technical and other professional personnel;

•decreases in the availability of, or increases in the price of, required personnel, services, equipment, parts and raw materials in a timely manner, in sufficient quantities or at reasonable costs to support our operations;

•our ability to find adequate water sources for our use, or our ability to dispose of or recycle water produced from our operations at a reasonable cost and within applicable environmental rules, our ability to produce natural gas economically and in sufficient quantities could be impaired.

•failure to successfully replace our current natural gas reserves through economic development of our existing or acquired undeveloped assets or through acquisition of additional producing assets, would lead to a decline in our natural gas, NGL and oil production levels and reserves;

•losses incurred as a result of title defects in the properties in which we invest or the loss of certain leasehold or other rights related to our midstream activities;

•the impact of climate change legislation, litigation and regulation of greenhouse gas emissions at the federal or state level may increase our operating costs and reduce the value of our natural gas assets;

•environmental regulations can increase costs and introduce uncertainty that could adversely impact the market for natural gas with potential short and long-term liabilities;

•existing and future governmental laws, regulations, other legal requirements and judicial decisions that govern our

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business may increase our costs of doing business and may restrict our operations;

•significant costs and liabilities may be incurred as a result of pipeline operations and/or increases in the regulation of natural gas pipelines and midstream facilities;

•changes in federal or state income tax laws or rates focused on natural gas exploration and development;

•future tax liabilities may be greater than expected if our net operating loss carryforwards are limited, CNX does not generate expected deductions, or tax authorities challenge certain of our tax positions;

•CNX may be unable to qualify for existing federal and state level environmental attribute credits and new markets for environmental attributes are currently volatile, and otherwise may not develop as quickly or efficiently as we anticipate or at all;

•the outcomes of various legal proceedings, including those which are more fully described in our reports filed under the Exchange Act;

•risks associated with our current long-term debt obligations;

•a decrease in our borrowing base, which could decrease for a variety of reasons including lower natural gas prices, declines in natural gas reserves, asset sales and lending requirements or regulations;

•the potential impact of the capped call transaction undertaken in tandem with the Convertible Notes issuance, including counterparty risk;

•risks associated with our Convertible Notes, including the potential impact that the Convertible Notes may have on our reported financial results, potential dilution, our ability to raise funds to repurchase the Convertible Notes, and that provisions of the Convertible Notes could delay or prevent a beneficial takeover of the Company;

•challenges associated with strategic determinations, including the allocation of capital and other resources to strategic opportunities;

•inability to control timing of divestitures, and to provide anticipated benefits of the transaction;

•there is no guarantee that we will continue to repurchase shares of our common stock under our current or any future share repurchase program at levels undertaken previously or at all;

•we may operate a portion of our business with one or more joint venture partners or in circumstances where CNX is not the operator, which may restrict our operational and corporate flexibility;

•CONSOL Energy may not be able to satisfy its indemnification obligations in the future and such indemnities may not be sufficient to hold us harmless from the full amount of liabilities for which CONSOL Energy may be allocated responsibility;

•cyber-incidents could have a material adverse effect on our business, financial condition or results of operations;

•terrorist activities could materially adversely affect our business and results of operations;

•certain other factors addressed in this report and in the 2023 Form 10-K under "Risk Factors".

Although forward-looking statements reflect our good faith beliefs at the time they are made, they involve known and unknown risks, uncertainties and other factors. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, including, among others, that our business plans may change as circumstances warrant, please refer to the "Risk Factors" and "Forward-Looking Statements" sections of the 2023 Form 10-K and subsequent Quarterly Reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In addition to the risks inherent in operations, CNX is exposed to certain financial, market, political and economic risks. The following discussion provides additional detail regarding CNX's exposure to the risks of changing commodity prices, interest rates and foreign exchange rates.

CNX is exposed to market price risk in the normal course of selling natural gas and liquids. CNX uses fixed-price contracts, options and derivative commodity instruments (over-the-counter swaps) to minimize exposure to market price volatility in the sale of natural gas and NGLs. Under our risk management policy, it is not our intent to engage in derivative activities for speculative purposes. Typically, CNX "sells" swaps under which it receives a fixed price from counterparties and pays a floating market price, but occasionally CNX may find it advantageous to purchase, rather than "sell", financial swaps.

CNX has established risk management policies and procedures to strengthen the internal control environment of the marketing of commodities produced from its asset base. All of the derivative instruments without other risk assessment procedures are held for purposes other than trading. They are used primarily to mitigate uncertainty and volatility and cover underlying exposures. The Company's market risk strategy incorporates fundamental risk management tools to assess market price risk and establish a framework in which management can maintain a portfolio of transactions within predefined risk parameters.

CNX believes that the use of derivative instruments, along with our risk assessment procedures and internal controls, mitigates our exposure to material pricing risks. The use of derivative instruments without other risk assessment procedures could materially affect the Company's results of operations depending on market prices; however, we believe that use of these instruments will not have a material adverse effect on our financial position or liquidity due to our risk assessment procedures and internal controls.

For a summary of accounting policies related to derivative instruments, see Note 1—Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of the 2023 Form 10-K.

CNX's open derivative instruments can cause earnings volatility relative to changes in market prices until the derivative contracts are either settled or are monetized prior to settlement. At September 30, 2024 and December 31, 2023 our open derivative instruments were in net liability positions with fair values of $179 million and $56 million, respectively. A sensitivity analysis has been performed to determine the incremental effect on future earnings related to open derivative instruments at September 30, 2024 and December 31, 2023. A hypothetical 10 percent increase in future natural gas prices would have decreased the fair value by $472 million and $557 million at September 30, 2024 and December 31, 2023, respectively. A hypothetical 10 percent decrease in future natural gas prices would have increased the fair value by $472 million and $557 million at September 30, 2024 and December 31, 2023, respectively.

CNX's interest expense is sensitive to changes in the general level of interest rates in the United States. The Company has used derivative instruments in the past in order to manage risk related to interest rates, although there are currently no active agreements (see Note 12 – Derivative Instruments in the Notes to the Unaudited Consolidated Financial Statements included in Item 1 of this Form 10-Q for more information). At September 30, 2024 and December 31, 2023, CNX had $2,118 million and $2,065 million, respectively, of aggregate principal amount of debt outstanding under fixed-rate instruments, including unamortized debt issuance costs of $10 million and $12 million, respectively. At September 30, 2024 and December 31, 2023, CNX had $180 million and $157 million, respectively, of debt outstanding under variable-rate instruments. CNX’s primary exposure to market risk for changes in interest rates relates to the CNX Credit Facility, under which there were $153 million borrowings at September 30, 2024 and $52 million borrowings at December 31, 2023, and the CNXM Credit Facility, under which there were $27 million of borrowings at September 30, 2024 and $105 million at December 31, 2023. A hypothetical 100 basis-point increase in the average rate for CNX's variable-rate instruments would decrease pre-tax future earnings as of September 30, 2024 and December 31, 2023 by $2 million on an annualized basis.

All of the Company’s transactions are denominated in U.S. dollars and, as a result, it does not have material exposure to currency exchange-rate risks.

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Natural Gas Hedging Volumes

As of October 4, 2024, the Company's hedged volumes for the periods indicated are as follows:

			For the Three Months Ended
			March 31,						June 30,						September 30,						December 31,						Total Year
2024 Fixed Price Volumes
Hedged Bcf			N/A						N/A						N/A						114.9						114.9
Weighted Average Hedge Price per Mcf			N/A						N/A						N/A						$	2.57					$	2.57
2025 Fixed Price Volumes
Hedged Bcf			98.8						103.3						104.4						104.4						410.9
Weighted Average Hedge Price per Mcf			$	2.61					$	2.58					$	2.58					$	2.57					$	2.58
2026 Fixed Price Volumes
Hedged Bcf			86.7						86.0						86.8						86.8						344.6*
Weighted Average Hedge Price per Mcf			$	2.58					$	2.55					$	2.55					$	2.52					$	2.55
2027 Fixed Price Volumes
Hedged Bcf			63.7						62.7						63.4						60.8						248.9*
Weighted Average Hedge Price per Mcf			$	3.27					$	3.26					$	3.26					$	3.30					$	3.27
2028 Fixed Price Volumes
Hedged Bcf			4.7						4.7						4.7						4.8						18.9
Weighted Average Hedge Price per Mcf			$	3.21					$	3.21					$	3.21					$	3.21					$	3.21

*Quarterly volumes do not add to annual volumes inasmuch as a discrete condition in individual quarters, where basis hedge volumes exceed NYMEX hedge volumes, does not exist for the year taken as a whole.

ITEM 4.CONTROLS AND PROCEDURES

Disclosure controls and procedures. CNX, under the supervision and with the participation of its management, including CNX’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, CNX’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of September 30, 2024 to ensure that information required to be disclosed by CNX in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by CNX in such reports is accumulated and communicated to CNX’s management, including CNX’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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

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PART II: OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

The first through the third paragraphs of Note 11 – Commitments and Contingent Liabilities in the Notes to the Unaudited Consolidated Financial Statements included in Item 1 of this Form 10-Q are incorporated herein by reference.

From time to time, CNX and federal, state, and local regulatory agencies that oversee CNX’s activities enter into agreements regarding notices of noncompliance. CNX is currently not aware of any significant legal or governmental proceedings contemplated to be brought against us, under the various environmental protection statutes to which the Company is subject to, that would have a material effect on future financial results.

ITEM 1A.     RISK FACTORS

The financial conditions and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in "Item 1A. Risk Factors" in the 2023 Form 10-K. The risks described could materially and adversely affect CNX's business, financial condition, cash flows, and results of operations. CNX may experience additional risks and uncertainties not currently known; or, as a result of developments occurring in the future, conditions that are currently deemed to be immaterial may also materially and adversely affect CNX's business, financial condition, cash flows, and results of operations. There have been no material changes to the Company’s risk factors as set forth in the 2023 Form 10-K.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth repurchases of our common stock during the three months ended September 30, 2024:

ISSUER PURCHASES OF EQUITY SECURITIES
Period			Total Number of Shares Purchased (1)			Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)			Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (000's omitted)
July 1, 2024 - July 31, 2024			861,478			$	25.55		860,589			$	1,012,981
August 1, 2024 - August 31, 2024			797,046			$	26.56		790,103			$	991,993
September 1, 2024 - September 30, 2024			698,110			$	28.78		694,570			$	972,000
Total			2,356,634						2,345,262

(1) Includes shares of common stock withheld from employees to satisfy minimum tax withholding obligations associated with the vesting of restricted stock during the period.

(2) Shares repurchased as part of the Company's current $2,900 million share repurchase program authorized by CNX's Board of Directors, which is not subject to an expiration date. See Note 15 – Stock Repurchase in the Notes to the Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q for more information.

ITEM 5.     OTHER INFORMATION

Trading Arrangements

None of the Company’s directors or "officers," as defined in Rule 16a-1(f) of the Exchange Act adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended September 30, 2024.

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ITEM 6.EXHIBITS

31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

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 thereunto duly authorized.

Dated: October 24, 2024

 

CNX RESOURCES CORPORATION
			By:						/S/  NICHOLAS J. DEIULIIS
									Nicholas J. DeIuliis
									Director, Chief Executive Officer and President (Duly Authorized Officer and Principal Executive Officer)
			By:						/S/    ALAN K. SHEPARD
									Alan K. Shepard
									Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)
			By:						/S/    JASON L. MUMFORD
									Jason L. Mumford
									Vice President and Controller

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