COMSTOCK RESOURCES INC
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 21, 2025
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended December 31, 2024 | |
| OR | |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
|---|---|
| THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to |
Commission File No.001-03262
(Exact name of registrant as specified in its charter)
| Nevada | 94-1667468 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification Number) |
5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034
(Address of principal executive offices including zip code)
972 668-8800
(Registrant's telephone number and area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.50 (per share) | CRK | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes | þ | No | ¨ |
|---|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Yes | ¨ | No | þ |
|---|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | þ | No | ¨ |
|---|
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes | þ | No | ¨ |
|---|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | þ | Accelerated filer | ¨ | Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
|---|---|---|---|---|---|---|---|
| Emerging growth company | ¨ | ||||||
If an emerging growth company, indicate by check mark if registrant has elected to not use the extended transition period for complying with any new or revised final accounting standards provided pursuant to Section 13(a) of the Exchange Act. Emerging growth company¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).¨
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
| Yes | ¨ | No | þ |
|---|
The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of common stock on the New York Stock Exchange on June 30, 2024 (the last business day of the registrant's most recently completed second fiscal quarter), was$943.4 million. As of February 20, 2025 there were 292,919,009 shares of common stock of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days after
December 31, 2024 are incorporated by reference into Part III of this report.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2024
CONTENTS
| Item · Page | ||
|---|---|---|
| Cautionary Note Regarding Forward-Looking Statements | 2 | |
| Definitions | 3 | |
| Part I | ||
| 1. | Business | 6 |
| 1A. | Risk Factors | 22 |
| 1B. | Unresolved Staff Comments | 29 |
| 1C. | Cybersecurity | 29 |
| 2. | Properties | 30 |
| 3. | Legal Proceedings | 30 |
| 4. | Mine Safety Disclosures | 30 |
| Part II | ||
| 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 31 |
| 6. | [Reserved] | 31 |
| 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 32 |
| 7A. | Quantitative and Qualitative Disclosures About Market Risk | 39 |
| 8. | Financial Statements and Supplementary Data | 39 |
| 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 40 |
| 9A. | Controls and Procedures | 40 |
| 9B. | Other Information | 42 |
| 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 42 |
| Part III | ||
| 10. | Directors, Executive Officers and Corporate Governance | 42 |
| 11. | Executive Compensation | 42 |
| 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 42 |
| 13. | Certain Relationships and Related Transactions, and Director Independence | 42 |
| 14. | Principal Accountant Fees and Services | 42 |
| Part IV | ||
| 15. | Exhibits and Financial Statement Schedules | 43 |
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