CNX CEO Succession: Alan Shepard to Lead Beginning Jan 1, 2026

Rhea-AI Filing Summary

CNX Resources Corporation announced a planned CEO transition: on September 17, 2025 Chief Executive Officer Nicholas J. DeIuliis informed the company he will retire as CEO effective December 31, 2025 and will remain a non-executive employee through February 2, 2026, when he intends to retire as an employee. The board appointed Alan K. Shepard, the company’s current President and Chief Financial Officer, to become President and Chief Executive Officer effective January 1, 2026, and expanded the board from seven to eight directors to add him as a director on that date.

Mr. Shepard, age 44, joined the company in 2020, served as Vice President—Accounting and Chief Accounting Officer through June 2022, became Chief Financial Officer in June 2022, and President and CFO in June 2025. The Compensation Committee will set his CEO compensation later; he will not receive board fees. No related-party transactions or special arrangements were disclosed.

Positive

• Planned internal succession with Alan K. Shepard promoted to CEO effective January 1, 2026
• Continuity of leadership: Shepard has served in finance and strategic roles since 2020, including CFO since June 2022
• Board expansion to eight directors to add the incoming CEO preserves governance clarity
• No related-party interests disclosed for the incoming CEO and no board compensation will be paid to him

Negative

• CEO compensation remains undecided; the Compensation Committee will set terms later, leaving short-term uncertainty
• Incoming CEO will join the board, which can raise independence questions until committee structures are updated

Insights

CEO Succession Specialist

Planned internal succession reduces disruption risk while keeping institutional knowledge.

The company is executing a controlled leadership handoff by promoting an internal executive with multi-year tenure and finance leadership experience. That continuity can preserve strategic execution, especially given Mr. Shepard's role shaping the seven-year plan and leading the recent Apex Energy acquisition.

Key dependencies include the timing of compensation decisions by the Compensation Committee and Mr. Shepard remaining an employee through January 1, 2026. Investors can watch near-term disclosures about CEO compensation and any operational commentary around the transition over the next three months.

Corporate Governance Analyst

Board expansion to seat the incoming CEO maintains governance balance but warrants disclosure on independence.

Increasing the board from seven to eight directors to add the new CEO aligns with best practices for aligning management and board membership. The filing states Mr. Shepard will not receive board compensation and reports no related-party transactions, which reduces immediate governance concerns.

Material items to monitor include any future changes to committee compositions, disclosure of Mr. Shepard’s CEO pay package, and whether the board identifies a lead independent director or other measures to preserve board independence after the CEO joins the board within Q1 2026.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 18, 2025

CNX Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-14901

51-0337383

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

CNX Center

1000 Horizon Vue Drive

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

(724) 485-4000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock ($.01 par value)

CNX

New York Stock Exchange

Preferred Share Purchase Rights

--

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 17, 2025, Nicholas J. DeIuliis, the Chief Executive Officer and a member of the Board of Directors (the “Board”) of CNX Resources Corporation (the “Company”), informed the Company of his intention to retire on December 31, 2025 (the “Transition Date”) as Chief Executive Officer of the Company, effective as of the Transition Date. Mr. DeIuliis will remain a non-executive employee of the Company after the Transition Date through and until February 2, 2026 (the “Retirement Date”), on which date he intends to retire as an employee of the Company. Mr. DeIuliis will remain on the Board following the Transition Date and the Retirement Date.

On September 17, 2025, the Board appointed Alan K. Shepard, the Company’s current President and Chief Financial Officer, to serve as the Company’s President and Chief Executive Officer, effective as of January 1, 2026 (the “Appointment Date”). The Board also voted to increase the size of the Board from seven to eight directors and elected Mr. Shepard to serve as a member of the Board, as of the Appointment Date. The appointment of Mr. Shepard as President and Chief Executive Officer and election of Mr. Shepard as a director are contingent on his remaining an employee of the Company through the Appointment Date.

Mr. Shepard, age 44, joined the Company in 2020 and has served as the Company’s Chief Financial Officer since June 2022 and President and Chief Financial Officer since June 2025. From February 2020 until June 2022, Mr. Shepard served as the Company’s Vice President -- Accounting and Chief Accounting Officer. During his tenure at the Company, he has been instrumental in developing and implementing the Company’s seven-year plan, driving capital allocation strategy, and leading various strategic initiatives, including the recent Apex Energy acquisition.

The Compensation Committee of the Board will determine any changes to Mr. Shepard’s compensation in connection with his appointment as President and Chief Executive Officer of the Company at a later date. Mr. Shepard will not receive any compensation for his service on the Board.

There are no arrangements or understandings between Mr. Shepard and any other persons pursuant to which he was selected as President and Chief Executive Officer of the Company or as a member of the Board. Mr. Shepard does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                        CNX RESOURCES CORPORATION

By: /s/ Timothy S. Bedard

Name: Timothy S. Bedard

Title: Executive Vice President, General Counsel and Corporate Secretary

Dated: September 22, 2025

FAQ

What is the effective date of Nicholas DeIuliis's CEO retirement at CNX (CNX)?

Nicholas J. DeIuliis will retire as CEO effective December 31, 2025 and will remain employed through February 2, 2026.

When does Alan K. Shepard become CEO of CNX (CNX)?

Alan K. Shepard is appointed President and Chief Executive Officer effective January 1, 2026, contingent on remaining an employee through that date.

Will Alan K. Shepard receive additional board pay after his appointment at CNX (CNX)?

The filing states Mr. Shepard will not receive any compensation for his service on the Board.

What is Alan K. Shepard's experience at CNX prior to becoming CEO?

Mr. Shepard joined CNX in 2020, was Vice President—Accounting and Chief Accounting Officer until June 2022, became Chief Financial Officer in June 2022, and was named President and CFO in June 2025.

Did CNX disclose any related-party transactions tied to the CEO appointment?

The filing states Mr. Shepard does not have any direct or indirect material interest in transactions required to be reported under Item 404(a) of Regulation S-K.