CNX Resources CorpCNX
CNX Resources Corp Stock Compensation Disclosure
STOCK-BASED COMPENSATION:
CNX's Equity Incentive Plan provides for grants of stock-based awards to key employees and to non-employee directors. Amendments to the Equity Incentive Plan have been adopted and approved by the Board of Directors and the Company's shareholders since the commencement of the Equity Incentive Plan. Most recently, in May 2020, the Company's shareholders adopted and approved a 10,775,000 increase to the total number of shares available for issuance. At December 31, 2025, 3,833,203 shares of common stock remained available for grant under the plan. The Equity Incentive Plan provides that the aggregate number of shares available for issuance will be reduced by one share for each share relating to stock options and by 1.62 for each share relating to Performance Share Units (PSUs) or Restricted Stock Units (RSUs). No award of stock options may be exercised under the Equity Incentive Plan after the th anniversary of the grant date of the award.
For those shares expected to vest, CNX recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term. RSUs vest over a three-year term. PSUs typically vest over a three-year cliff term unless otherwise noted. Special PSUs granted in August 2023 and January 2025 vest over a seven-year term. All PSUs are subject to specific performance conditions. If an employee leaves the Company, all unvested shares are forfeited. CNX recognizes forfeitures as they occur. The vesting of all awards will accelerate in the event of death and disability and may accelerate upon a change in control of CNX.
The total stock-based compensation expense recognized relating to CNX shares during the years ended December 31, 2025, 2024 and 2023 was $23,679, $20,091 and $20,235, respectively. The related deferred tax benefit totaled $12,200, $14,243 and $6,983, respectively.
As of December 31, 2025, CNX has $37,009 of unrecognized compensation cost related to all non-vested stock-based compensation awards, which is expected to be recognized over a weighted-average period of 2.48 years. When stock options are exercised, and restricted and performance stock unit awards become vested, the issuances are made from CNX's common stock shares.
Stock Options:
CNX examined its historical pattern of option exercises in an effort to determine if there were any discernible activity patterns based on certain employee populations. From this analysis, CNX identified two distinct employee populations and used the Black-Scholes option pricing model to value the options for each of the employee populations. The expected term computation presented in the table below is based upon a weighted average of the historical exercise patterns and post-vesting termination behavior of the two populations. The risk-free interest rate was determined for each vesting tranche of an award based upon the calculated yield on U.S. Treasury obligations for the expected term of the award. A combination of historical and implied volatility is used to determine expected volatility and future stock price trends.
There were no options granted during the year ended December 31, 2025. The total fair value of options granted during the years ended December 31, 2024 and 2023 was $115 based on the following assumptions and weighted average fair values.
| December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted Average Fair Value of Grants | $ | — | $ | 10.40 | $ | 7.06 | |||||||||||
| Risk-free Interest Rate | — | % | 4.49 | % | 3.24 | % | |||||||||||
| Expected Dividend Yield | — | % | — | % | — | % | |||||||||||
| Expected Forfeiture Rate | — | % | — | % | — | % | |||||||||||
| Expected Volatility | — | % | 41.00 | % | 48.70 | % | |||||||||||
| Expected Term in Years | — | 5.50 | 5.50 | ||||||||||||||
A summary of the status of stock options granted is presented below:
| Weighted | ||||||||||||||||||||||||||
| Average | ||||||||||||||||||||||||||
| Weighted | Remaining | Aggregate | ||||||||||||||||||||||||
| Average | Contractual | Intrinsic | ||||||||||||||||||||||||
| Exercise | Term (in | Value (in | ||||||||||||||||||||||||
| Shares | Price | years) | thousands) | |||||||||||||||||||||||
| Outstanding at December 31, 2024 | 947,257 | $ | 10.48 | |||||||||||||||||||||||
| Exercised | (267,347) | $ | 7.83 | |||||||||||||||||||||||
| Outstanding at December 31, 2025 | 679,910 | $ | 11.53 | 2.04 | $ | 17,163 | ||||||||||||||||||||
| Exercisable at December 31, 2025 | 679,910 | $ | 11.53 | 2.04 | $ | 17,163 | ||||||||||||||||||||
At December 31, 2025, there were 311,015 employee stock options outstanding under the Equity Incentive Plan. Non-employee director stock options vest one year after the grant date. There are 368,895 stock options outstanding under these grants.
The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between CNX's closing stock price on the last trading day of the year ended December 31, 2025 and the option's exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2025. This amount varies based on the fair market value of CNX's stock. The total intrinsic value of options exercised for the years ended December 31, 2025, 2024 and 2023 was $7,362, $19,608 and $2,015, respectively.
Cash received from option exercises for the years ended December 31, 2025, 2024 and 2023 was $2,094, $2,689 and $1,760, respectively. The tax impact from option exercises totaled $1,871, $5,196 and $529 for the years ended December 31, 2025, 2024 and 2023, respectively.
Restricted Stock Units:
Under the Equity Incentive Plan, CNX grants certain employees and non-employee directors RSU awards, which entitle the holder to receive shares of common stock as the award vests. Non-employee director RSUs vest at the end of one year. Compensation expense is recognized over the vesting period of the units, described above. The total fair value of RSUs granted during the years ended December 31, 2025, 2024 and 2023 was $15,892, $15,810 and $16,194, respectively. The total fair value of restricted stock units vested during the years ended December 31, 2025, 2024 and 2023 was $14,607, $12,671 and $12,321, respectively.
The following table represents the nonvested restricted stock units and their corresponding fair value (based upon the closing share price) at the date of grant:
| Number of | Weighted Average | |||||||||||||
| Shares | Grant Date Fair Value | |||||||||||||
| Nonvested at December 31, 2024 | 1,430,084 | $18.60 | ||||||||||||
| Granted | 485,203 | $32.75 | ||||||||||||
| Vested | (772,947) | $18.09 | ||||||||||||
| Forfeited | (46,282) | $27.68 | ||||||||||||
| Nonvested at December 31, 2025 | 1,096,058 | $24.84 | ||||||||||||
Performance Share Units:
Under the Equity Incentive Plan, CNX grants certain employees performance share unit awards, which entitle the holder to shares of common stock subject to the achievement of certain market and performance goals. Compensation expense is recognized over the performance measurement period of the units in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification for awards with market and performance vesting conditions. The total fair value of performance share units granted during the years ended December 31, 2025, 2024 and 2023 was $17,951, $9,713 and $18,383, respectively. The total fair value of performance share units vested during the years ended December 31, 2025, 2024 and 2023 was $6,069, $8,002 and $4,563, respectively.
The following table represents the nonvested performance share units and their corresponding fair value (based upon the Monte Carlo Methodology for market-based awards and the stock price on the date of grant for performance-based awards) on the date of grant:
| Number of | Weighted Average | |||||||||||||
| Shares | Grant Date Fair Value | |||||||||||||
| Nonvested at December 31, 2024 | 2,655,861 | $11.98 | ||||||||||||
| Granted | 760,635 | $23.60 | ||||||||||||
| Vested | (495,622) | $12.25 | ||||||||||||
| Forfeited | (58,199) | $21.45 | ||||||||||||
| Nonvested at December 31, 2025 | 2,862,675 | $14.63 | ||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 10, 2026 | Showing above |
| 2024 | Feb 11, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.