Earnings Per Share

9 Months Ended

Sep. 30, 2023

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,
	2023	2022	2023	2022
Anti-Dilutive Options	—	2,353,875	19,800	2,353,875
Anti-Dilutive Restricted Stock Units	33,983	2,576,981	85,109	2,576,981
Anti-Dilutive Performance Share Units	—	2,048,957	—	2,048,957

	33,983	6,979,813	104,909	6,979,813

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,
	2023	2022	2023	2022
Options	110,170	19,600	183,799	156,204
Restricted Stock Units	11,026	1,265	907,811	960,427
Performance Share Units	—	—	576,421	72,353
	121,196	20,865	1,668,031	1,188,984

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


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Net Income (Loss)	$	21,381	$	(427,072)	$	1,206,731	$	(1,316,657)




Basic Earnings (Loss) Available to Shareholders	$	21,381	$	(427,072)	$	1,206,731	$	(1,316,657)

Effect of Dilutive Securities:*
Add Back Interest on Convertible Notes (Net of Tax)	$	1,417	$	—	$	4,251	$	—
Diluted Earnings (Loss) Available to Shareholders	$	22,798	$	(427,072)	$	1,210,982	$	(1,316,657)

Weighted-Average Shares of Common Stock Outstanding	160,703,884		187,511,940		164,403,476		193,750,735
Effect of Diluted Shares:*
Options	1,256,101		—		1,131,257		—
Restricted Stock Units	1,495,877		—		1,217,194		—
Performance Share Units	1,466,767		—		1,441,589		—
Convertible Notes	25,751,869		—		25,751,869		—
Weighted-Average Diluted Shares of Common Stock Outstanding	190,674,498		187,511,940		193,945,385		193,750,735

Earnings (Loss) per Share:


Basic	$	0.13	$	(2.28)	$	7.34	$	(6.80)



Diluted	$	0.12	$	(2.28)	$	6.24	$	(6.80)

*During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards and the potential share settlement impact related to CNX's Convertible Notes are antidilutive.