EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2025

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 March 31,
		2025	2024
Anti-Dilutive Options		865,250	—
Anti-Dilutive Restricted Stock Units		1,820,979	402,929
Anti-Dilutive Performance Share Units		1,048,095	—

		3,734,324	402,929

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 Convertible Notes have been excluded from the computation of diluted earnings per share in the three months ended March 31, 2024 as the effect of including these shares in the calculation would have been anti-dilutive. When the convertible notes are dilutive, interest on Convertible Notes, net of tax, is added back to net income in order to calculate diluted earnings available to shareholders.

The table below sets forth the potential common shares issuable upon conversion of the Convertible Notes that were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive:


	For the Three Months Ended March 31,
	2025	2024
Convertible Notes	25,751,869	25,751,869

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


	For the Three Months Ended March 31,
		2025	2024
Options		82,007	811,437
Restricted Stock Units		632,388	827,776
Performance Share Units		483,570	753,673
		1,197,965	2,392,886

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


	For the Three Months Ended March 31,
		2025		2024
Net (Loss) Income		$	(197,715)	$	6,851




Basic (Loss) Earnings Available to Shareholders		$	(197,715)	$	6,851

Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax)		$	—	$	—
Diluted (Loss) Earnings Available to Shareholders		$	(197,715)	$	6,851

Weighted-Average Shares of Common Stock Outstanding		147,778,141		153,364,652
Effect of Diluted Shares:*
Options		—		1,144,414
Restricted Stock Units		—		1,021,583
Performance Share Units		—		621,072

Weighted-Average Diluted Shares of Common Stock Outstanding		147,778,141		156,151,721

(Loss) Earnings per Share:


Basic		$	(1.34)	$	0.04



Diluted		$	(1.34)	$	0.04

*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.