CNX Resources Corp

For the period ended May 7, 2026. Filed Mar 26, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2026 · Filed Mar 26, 2026

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CNX$34.92-1.1%Stored close · as of Nov 6, 2026

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Contents

Proxy Statement

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors (the “Board”) of CNX Resources Corporation (“CNX” or the “Corporation”) of proxies to be voted at the Annual Meeting of Shareholders to be held on May 7, 2026 (the “Annual Meeting”). We first released these proxy materials to our shareholders on March 26, 2026. Links to the Corporation’s website included in this Proxy Statement are provided for convenience only and the information contained there is not incorporated herein by reference unless otherwise explicitly stated.

Internet Availability of Proxy Materials

This Proxy Statement provides information regarding the matters to be voted on at the Annual Meeting, as well as other information that may be useful to you. In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials to our shareholders on the internet.

If you received a Notice of Internet Availability of Proxy Materials (“Notice”) by mail, you will not receive a printed copy of the proxy materials. Instead, the Notice will instruct you as to how you may access and review all the important information contained in the proxy materials. The Notice also instructs you as to how you may submit your proxy over the internet. If you received a Notice by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Summary

This Summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider. Please read the entire Proxy Statement carefully before voting.

When, Where and Who?

TIME AND DATE	PLACE	RECORD DATE	VOTING
10:00 a.m., Eastern Time Thursday, May 7, 2026	Online at www.virtualshareholdermeeting. com/CNX2026	March 9, 2026	Shareholders of CNX as of the record date are entitled to vote. Each share of CNX common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting.

Proposals and Board Recommendations

Your vote is very important to us and to our business. Please cast your vote immediately on all the proposals to ensure that your shares are represented.

Item	Proposal	Board Recommendation
1	Election of Eight Director Nominees	FOR each Director
2	Ratification of the Anticipated Appointment of Ernst & Young LLP (“EY”) as CNX’s Independent Auditor for the Fiscal Year Ending December 31, 2026	FOR
3	Advisory Approval of CNX’s Named Executive Officer Compensation	FOR

2026 PROXY STATEMENT

Summary

Director Nominees

The following table and accompanying graphs provide summary information about our directors as of March 9, 2026. Each director of CNX is elected annually by a majority of votes cast.

Director Since · Current Committee Memberships
Name	Age	Occupation	Independent	AC	CC	ESCR	NCG
Robert O. Agbede	70	2022	Chairman and Chief Executive Officer of Chester Group Inc. and Chairman and Chief Executive Officer of Chester LNG, LLC	●	●
J. Palmer Clarkson	69	2017	Chairman of The Lake Doctors, Inc. and Former President and Chief Executive Officer of Bridgestone HosePower, LLC			●	●
Nicholas J. DeIuliis	57	2014	Former President and Chief Executive Officer of CNX			●
Maureen E. Lally-Green	76	2013	Professor of Law Emerita (adjunct) and Former Dean of Kline School of Law of Duquesne University; Former Judge —Superior Court of Pennsylvania		●	●
Bernard Lanigan, Jr.	78	2016	Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc. and Chairman of Lanigan & Associates, P.C.			●	●
Ian McGuire, Chairman	47	2019	Founder, Investment Partner of Tempus Partners	●	●	●
Alan K. Shepard	45	2026	President and Chief Executive Officer of CNX			●
William N. Thorndike, Jr.	62	2014	Managing Partner of The Cromwell Harbor Partnership	●	●	●

	Committee Chair	ESCR Environmental, Safety and Corporate Responsibility Committee (“ESCR”)
AC	Audit Committee	NCG Nominating and Corporate Governance Committee (“NCG”)
CC	Compensation Committee

DIVERSITY	BOARD TENURE(1)
BOARD AGE	BOARD INDEPENDENCE

(1)	Director tenure was calculated based on the month and year of a director commencing service and through March 9, 2026.

2026 PROXY STATEMENT

Summary

Who We Are and What We Stand For

CNX proudly produces the energy that is the catalyst to a more prosperous, energy secure, and sustainable future. The energy we develop drives the technological advancements that fuel economic growth and improve the quality of life in our communities and beyond.

At CNX, our mission is to empower our team to embrace and drive innovative change that creates long-term per share value for our investors, enhances our communities, and delivers energy solutions for today and tomorrow. Building on that mission, we announced our Appalachia First strategic vision in 2023, grounded in utilization of the region’s abundant, low-cost, low-emissions natural gas to power local economic growth, create new industries, decarbonize hard-to-abate sectors, and improve quality of life by prioritizing local use. In 2025, we further sharpened our focus on hyper-local impact through our Appalachia First 2.0 vision by meeting our communities where they are. We’re aligning our investments to create shareholder value while also supporting the needs of those who live and work in the region. We believe those two goals are inextricably linked. Our world is experiencing growth like never before, requiring energy sources that can meet and sustain unprecedented levels of energy demand. As one of the largest, most efficient, and environmentally sustainable sources of natural gas in the world, the Appalachian Basin has the tools to become the epicenter for skilled labor job creation, true socioeconomic progress, and a resurgent American middle class, all while shortening supply chains and lowering regional, national, and global emissions. Appalachia First is designed to accelerate this generational opportunity.

Ensuring that the benefits of these opportunities flow through our local communities, our micro Tangible, Impactful, Local (micro-TIL) approach directs targeted investments to high-impact, community-identified needs—such as supporting our Mentorship Academy, now in its fifth year—demonstrating how Appalachia First translates into measurable local progress.

Our successes and the partnerships we have forged with a diverse coalition of labor, business, and elected officials are evidence that we are delivering on our promises and we were right to bet on #AppalachiaFirst. Doubling down with Appalachia First 2.0 is a winning move for the region and our stakeholders as we catalyze and strengthen new pathways for the region’s energy, environmental, and socioeconomic future.

We have lived by our core values (outlined below) since our company’s founding over 160 years ago: putting the people of Appalachia first by prioritizing investments and utilizing home-grown resources that make a Tangible, Impactful, Local difference.

●	Responsibility: Be a safe and compliant operator; be a trusted community partner and respected corporate citizen; act with pride and integrity.
●	Ownership: Be accountable for our actions and learn from our outcomes, both positive and negative; be calculated risk-takers and seek creative ways to solve problems; be prudent capital allocators.
●	Excellence: Be a lean, efficient, nimble organization; be a disciplined, reliable, performance-driven company; be an inclusive team treating each other with fairness and respect.

Grounded in our Appalachia First vision and supported by our core values, CNX’s Sustainable Business Model (SBM) and initiatives position us as a leader in the energy industry. Radical Transparency is a core element of this model, ensuring our stakeholders have real-time, 24/7 factual insight into our environmental performance and compliance in their communities.

Through our Radical Transparency program—including 2025 milestones such as a first-in-the-nation comprehensive air monitoring study with the Commonwealth of Pennsylvania and disclosing every Notice of Violation we receive—we provide stakeholders with objective, real-time data to evaluate our performance and the durability of our SBM over time.

Our legacy of innovation and forward-thinking has kept us ahead of the curve on crucial issues in our sector, region, and the world, and the recent strategic acquisition and integration of Apex Energy furthers our stacked-pay development opportunities and regional scale. Sustainability is central to our strategy for value creation and our methodical focus on prudent capital allocation.

Our strategy is to foster an SBM that applies the nonreplicable advantages of our stacked-pay acreage development, integrated midstream assets, and premium low carbon gas and technology products that lead to a business with low methane intensity, low-cost operations, and the generation of regular and substantial free cash flow (FCF). We then prioritize injecting that FCF back into our business through investments in people and assets, investments in our communities, and returning capital to our shareholders and debt holders.

2026 PROXY STATEMENT

Summary

Business/Strategic Highlights

In 2025, CNX continued to successfully execute on its long-term strategy of disciplined capital allocation and diligent execution of its Sustainable Business Model to generate long-term value for shareholders. Highlights from 2025 include:

●	Twenty-Four Consecutive Quarters of Positive FCF. CNX generated $1.0 billion of net cash provided by operating activities and $646 million in FCF for 2025, resulting in twenty-four consecutive quarters of positive FCF. (1) Since the start of our 7-year plan in 2020 when we forecasted FCF generation of over $3.0 billion through the end of 2026, our differentiated business model has resulted in cumulative FCF generation of approximately $2.9 billion through the end of 2025.(1)
●	Return of Value to Shareholders. In 2025, CNX repurchased 16.9 million shares for $528 million at an average price of $31.00 per share. Since the peak share count in the third quarter of 2020, CNX has retired approximately 98.2 million shares, or 37% percent of its outstanding shares at prices we believe represent a substantial discount to our intrinsic per share value.
●	Balance Sheet Maintenance. CNX focuses on maintaining a healthy balance sheet, ending 2025 with approximately $2.4 billion in both total long-term debt and in net debt.(1) As of the end of 2025, the weighted-average maturity of our senior unsecured debt maturities was 4.7 years and continues to provide the capital allocation flexibility to take advantage of any capital market disconnects or other opportunities that may arise.
●	Efficiently Developing Our Core Assets. In 2025, CNX produced 629 Bcfe at production cash costs of $0.81 per Mcfe(1) and grew proved developed reserves by 873 Bcfe year over year, representing a 1.4x replacement ratio and bringing total proved developed reserves to 7.0 Tcfe. Finding and development costs for proved reserves including midstream and water infrastructure investments were $0.62. Efficient development and expansion of our reserve base is core to the Corporation’s long-term value creation.
●	Low Carbon Intensity Premium Products. CNX generated $66 million in net sales in 2025 through the monetization of environmental attributes associated with remediated mine gas (“RMG”) from our waste methane abatement operations in Virginia and Pennsylvania. CNX’s low carbon intensity premium product efforts are rooted in the our extensive legacy asset base and innovative tradition. They represent what we view as a unique set of market opportunities in the areas of environmental attributes, proprietary technology, and derivative product development. For more information regarding CNX’s process and product innovation, visit https://www.cnx.com/about-us/what-we-do/low-carbon-intensity-premium-products-and-green-initiatives/.

(1)	FCF, Net Debt, and Production and Cost Data are financial measures not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations of non-GAAP measures to the nearest GAAP measures are set forth in Appendix A to this Proxy Statement.

2026 PROXY STATEMENT

Summary

Environmental, Social, and Governance (“ESG”) Highlights

In conjunction with CNX’s commitment to its Appalachia First 2.0 vision, we focus on ESG initiatives that are Tangible, Impactful and Local. Examples of our approach to ESG in 2025 are as follows:

Environmental Stewardship

CNX’s approach to environmental stewardship aligns with our long-standing presence in communities across Appalachia. While producing the affordable, reliable, and safe energy that our communities need, CNX seeks to reduce its environmental footprint and preserve the quality of the region’s air and water for future generations. In 2025, we achieved this in the following Tangible, Impactful, Local ways:

●	Radical Transparency - Creating Mutual Trust through Facts and Data. CNX’s Radical Transparency program provides continuous, third-party air monitoring across multiple operating sites, with data demonstrating CNX site-level emissions remain well below national air quality standards. Since inception, hundreds of thousands of datapoints have been collected, simultaneously reported to the Pennsylvania Department of Environmental Protection (PADEP), and transparently posted on CNX’s website, with monitoring coverage continuing to expand across active and archived sites. As part of these continued transparency efforts, in May 2025, the PADEP began conducting the nation’s most intensive independent study of unconventional gas wells, with CNX providing continuous access to a Washington County well pad for in-depth independent monitoring of the air emissions before, during, and after development of new wells. For more information and to review real-time data visit www.cnx.com/sustainability-radical-transparency/environment/monitoring-sites/.
●	Executive Pay - Tied to Methane Emissions Reductions. In 2025, 10% of long-term executive compensation continued to be tied to methane emissions intensity targets through ESG PSU awards, which targets are significantly lower than published global benchmarks, and are measured based on the EPA’s Subpart W rules. This stringent, objective performance metric and CNX’s continued focus on evolving methane emissions guidelines clearly demonstrates our strong commitment to achieving our methane emission targets, and to objective, measured data, innovation, and enhancing our operational practices.
●	Community Engagement - Transparency, Dialogue, and Active Listening. At its core, Radical Transparency is about open-sourcing environmental data, but it is also our way of being open with stakeholders and our local communities and constantly fielding questions and seeking feedback. Through a combination of data-driven efforts and hosting community open houses so local residents can directly interact with CNX employees, we’re learning more about our communities’ individual needs and are able to adapt operations to best fit each operating area. CNX continues to engage with our key stakeholders and industry participants to further this initiative.
●	Real-Time Corporate Sustainability Report - Shift to Industry-Leading ESG Reporting. Rather than issuing a static annual Corporate Sustainability report, CNX instead updates its website continuously and its ESG Performance Scorecard data on a quarterly basis, providing stakeholders with fresh data in a more real-time manner on critical environmental, social, and governance topics. CNX treats these metrics with the same rigor and frequency of reporting as financial data, empowering shareholders and the communities where it operates with the ability to better track progress and hold the company accountable in real time. This dynamic ESG disclosure process continues CNX’s unprecedented brand of transparency and further differentiates CNX’s environmental performance and disclosures.
●	Emissions Reduction Task Force - Innovating to Reduce Emissions Footprint. Appalachian natural gas already boasts the lowest methane intensity of all producing regions in the nation, and CNX’s Emission Reduction Task Force is always innovating to further reduce our emissions footprint. We invest in various technologies to monitor methane emissions, and employ multiple early leak detection devices, including satellite monitoring, aerial flyovers, drones, and continuous monitoring ground detection systems. In 2025, CNX also intensified the analyses of operational data to detect and alert for potential methane leaks and has implemented alarming systems when certain data anomalies are detected. A detailed description of our methane program along with monthly leak detection and repair program data is available on our website at www.cnx.com/sustainability-radical-transparency/environment/commitment-to-methane-reduction/.

2026 PROXY STATEMENT

Summary

Social Responsibility

CNX is focused on enabling underserved communities in Appalachia to achieve prosperity. Below are Tangible, Impactful, Local ways CNX took action in 2025:

●	CNX Foundation and micro-TIL. In 2025, the CNX Foundation launched its distinctive micro-TIL philanthropic strategy as a way of making sure that investments go directly to the families and organizations that need it most. Local leaders, organizations, and residents help identify where investment will have the most significant effect, and micro-TIL resources are delivered directly to individuals, families, and small entities who may be unable to access traditional support. Micro-TIL allows the CNX Foundation to respond quickly to emerging needs and adapt support as circumstances change. In 2025, the CNX Foundation contributed $4 million through more than 130 initiatives, including micro-TIL, aligned with its Tangible, Impactful, Local focus on community support. These efforts are part of CNX’s pledge to invest in local initiatives supporting underserved communities within our operational footprint. For more information regarding the CNX Foundation and its commitment to our community visit: www.cnx.com/foundation/.
●	The Headquarters at CNX. The Headquarters at CNX provides world-class workspace at our corporate office to small businesses, including minority- and women-owned businesses, educational institutions, and non-profit organizations, emphasizing support for the same Tangible, Impactful, Local causes in which the CNX Foundation invests. As of early 2026, the Headquarters at CNX provides workspace to 27 total tenants.
●	CNX Mentorship Academy. The fifth year of the CNX Foundation’s Mentorship Academy was one of expansion and operational alignment as we continue our commitment to connecting our region’s youth to family sustaining careers in Appalachia. Highlights for 2025 include:

–	The Mentorship Academy’s 2024-2025 cohort celebrated 73 graduating seniors, with more than 30% obtaining full-time employment and 51% planning to pursue continued education via trade programs, community colleges, and four-year colleges and universities. Of the graduates beginning careers, 82% are working in industries directly aligned to Mentorship Academy pathways - energy, trades, healthcare, manufacturing, and corporate support.
–	Enrollment for the 2025-2026 cohort increased 60% from the prior year, and the number of schools who have joined as partners increased from 14 to 24. As a result of this program expansion, a total of 30 schools and school districts are represented in the 2025-2026 cohort.
–	The innovative Energy Short Service Employee (SSE) Internship, a paid 20-week internship, allows students to jumpstart their careers by rotating through leading industry companies, obtaining resume-boosting experiences and credentials. Eleven energy industry companies and eight interns participated in the 2025 Energy SSE Internship, with 75% of interns obtaining full-time employment at program end, four with participating companies.

Corporate Governance

Strong corporate governance and a culture of compliance are the foundation of our Sustainable Business Model, which drives innovation to pursue emerging opportunities while managing risk responsibly and transparently across the enterprise, and creating sustainable long-term value for our shareholders.

●	Independent and Effective Board Oversight. Six out of eight directors are independent, and the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board are comprised entirely of independent directors. An independent director serves as chairperson of the Board and each committee, creating accountability and enhancing clear and consistent communications to our shareholders and others. Non-employee directors meet regularly in executive session without the presence of management.
●	Risk Management Focus at All Levels. Our risk management culture starts at the top, with regular presentations from subject-matter experts to the Board regarding material risks affecting CNX, including economic, environmental, cybersecurity, and social issues. Risk management strategies adopted by the Board are translated into corresponding policies and operational procedures, ensuring effective management and accountability. Employees throughout the organization are trained and incentivized to mitigate risk and put compliance into practice.
●	Succession Planning. In September 2025, CNX announced the appointment of Alan Shepard to the role of President and CEO effective January 1, 2026, succeeding Nick DeIuliis who retired from his role as CEO at the end of 2025 after 35 years of service to CNX. Mr. DeIuliis will continue to remain actively engaged with CNX as a member of its Board of Directors, enabling CNX to continue to benefit from his vision and skillset.Since rejoining CNX in 2020, Mr. Shepard has been instrumental in the development and execution of CNX’s unique Sustainable Business Model. Mr. Shepard’s deep understanding of our business, commitment to long-term per-share value creation, and passion for positively impacting Appalachian communities well positions him to continue building on our core values, mission, vision, and long-term strategy.
●	Proactive Engagement with Shareholders. CNX values shareholder input and regularly engages in discussions with major shareholders on various topics, enabling CNX to align corporate governance practices and compensation policies with shareholder feedback.

2026 PROXY STATEMENT

Summary

Compensation Highlights

CNX’s compensation philosophy is to provide a total compensation package that will attract and retain employees. This starts with a competitive base salary and traditional benefits package (such as 401(k), health insurance, vacation time, etc.). All full-time employees are also included in our Short-Term Incentive Compensation (“STIC”) program, which awards an annual bonus, contingent on a blend of corporate financial performance (in other words, adjusted FCF per share) and individual contributions. Certain key employees and managers also participate in our Long-Term Incentive Compensation (“LTIC”) program, which awards those employees with restricted stock units (“RSUs”) that generally vest over a three-year period. Senior management and other key personnel may also receive performance share units (“PSUs”), including ESG PSUs, which are designed to promote retention and further align overall compensation with CNX’s long-term objective of creating shareholder value.

COMPENSATION STRUCTURE

Highlights from our 2025 compensation program include:

●	Continued Focus on Performance-Based Compensation.

–	We continued the practice of designating 40% of our LTIC program as PSUs that will vest, if earned, based on Total Shareholder Return and Absolute Stock Price performance metrics.
–	We again designed our LTIC program to include 10% ESG PSUs that will vest, if earned, if CNX meets methane emission intensity reduction targets. If we fail to meet those targets, our executives will forfeit 10% of their LTIC award for that year. This objective measure demonstrates our commitment to linking compensation to performance and reinforces our specific focus on ESG performance.

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CEO Investment Embodies Tangible, Impactful and Local Approach. In 2025, our Board and Mr. DeIuliis agreed to reduce the his LTIC grant by $1.5 million and redirected those funds to the CNX Foundation, helping to support the expansion of the CNX Foundation’s efforts in a way that is most beneficial to the region and to the shareholder owners of CNX. Initiatives supported in CNX’s operating regions in 2025 include:

–	Leveraging existing partnerships with school district administrators to eliminate school lunch debt for families struggling to keep up;
–	Supporting projects and initiatives directly benefitting veterans in need through locally focused government and private organizations, including Veterans of Foreign Wars and the American Legion; and
–	Working with local healthcare providers, utilities, and businesses to relieve debt related to essential needs, including medical expenses, for the region’s underserved.

2026 PROXY STATEMENT

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