Matador Resources Co
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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Jun 30, 2026 · Filed Aug 7, 2026
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Notes to Condensed Consolidated Financial Statements
UNAUDITED
NOTE 1 — NATURE OF OPERATIONS
Matador Resources Company, a Texas corporation (“Matador” and, collectively with its subsidiaries, the “Company”), is an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas shale and other unconventional plays. The Company’s current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. The Company also has operations in the Haynesville shale and Cotton Valley plays in Northwest Louisiana. Additionally, the Company conducts midstream operations primarily through its midstream joint venture, San Mateo Midstream, LLC and its subsidiaries (“San Mateo”), in support of, and to provide flow assurance for, the Company’s exploration, development and production operations, and San Mateo provides natural gas processing, oil transportation services, oil, natural gas and produced water gathering services and produced water disposal services to third parties.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements, Basis of Presentation, Consolidation and Significant Estimates
The interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) but do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026 (the “Annual Report”).
The Company consolidates certain subsidiaries and joint ventures that are less-than-wholly-owned and are not involved in oil and natural gas exploration, including San Mateo, and the net income and equity attributable to the non-controlling interest in these subsidiaries have been reported separately as required by Accounting Standards Codification Topic 810, Consolidation. The Company proportionately consolidates certain joint ventures that are less-than-wholly-owned and are involved in oil and natural gas exploration. All intercompany accounts and transactions have been eliminated in consolidation.
Certain reclassifications to captions within the interim unaudited condensed consolidated balance sheets, statements of operations and statements of changes in shareholders’ equity have been made to the prior period’s financial statements to conform to the current period presentation. These reclassifications had no effect on previously reported results of operations, cash flows or retained earnings. In management’s opinion, these interim unaudited condensed consolidated financial statements include all normal, recurring adjustments that are necessary for a fair presentation of the Company’s interim unaudited condensed consolidated financial statements as of June 30, 2026. Amounts as of December 31, 2025 are derived from the Company’s audited consolidated financial statements included in the Annual Report.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions may also affect disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s interim unaudited condensed consolidated financial statements are based on a number of significant estimates, including oil and natural gas revenues, accrued assets and liabilities, stock-based compensation, valuation of derivative instruments, deferred tax assets and liabilities, purchase price allocations and oil and natural gas reserves. The estimates of oil and natural gas reserves quantities and future net cash flows are the basis for the calculations of depletion and impairment of oil and natural gas properties, as well as estimates in the purchase price allocations and of asset retirement obligations and certain tax accruals. While the Company believes its estimates are reasonable, changes in facts and assumptions or the discovery of new information may result in revised estimates. Actual results could differ from these estimates.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — Continued
The following table summarizes the Company’s total revenues and revenues from contracts with customers on a disaggregated basis for the three and six months ended June 30, 2026 and 2025 (in thousands).
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Revenues from contracts with customers | $1,173,423 | $925,678 | $2,115,027 | $1,931,851 |
| Realized (loss) gain on derivatives | (72,488) | 6,947 | (86,981) | 9,661 |
| Unrealized gain (loss) on derivatives | 85,457 | (37,313) | (170,017) | (32,242) |
| Total revenues | $1,186,392 | $895,312 | $1,858,029 | $1,909,270 |
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Oil revenues | $1,126,425 | $719,380 | $1,914,774 | $1,468,701 |
| Natural gas revenues | (38,841) | 96,394 | (8,459) | 256,991 |
| Third-party midstream services revenues | 44,593 | 42,007 | 86,684 | 75,506 |
| Sales of purchased natural gas | 41,246 | 67,897 | 122,028 | 130,653 |
| Total revenues from contracts with customers | $1,173,423 | $925,678 | $2,115,027 | $1,931,851 |
Property and Equipment
The Company uses the full-cost method of accounting for its investments in oil and natural gas properties. Under this method, the Company is required to perform a ceiling test each quarter that determines a limit, or ceiling, on the capitalized costs of oil and natural gas properties based primarily on the after-tax estimated future net cash flows from oil and natural gas properties using a 10% discount rate and the arithmetic average of first-day-of-the-month oil and natural gas prices for the prior 12-month period. For each of the three and six months ended June 30, 2026 and 2025, the cost center ceiling was higher than the capitalized costs of oil and natural gas properties, and, as a result, no impairment charge was necessary.
The Company capitalized approximately $19.2 million and $18.2 million of its general and administrative costs for the three months ended June 30, 2026 and 2025, respectively, and $40.3 million and $35.7 million of its general and administrative costs for the six months ended June 30, 2026 and 2025, respectively. The Company capitalized approximately $4.6 million and $6.2 million of its interest expense for the three months ended June 30, 2026 and 2025, respectively, and $11.6 million and $14.9 million of its interest expense for the six months ended June 30, 2026 and 2025, respectively.
Earnings Per Common Share
The Company reports basic earnings attributable to Matador shareholders per common share, which excludes the effect of potentially dilutive securities, and diluted earnings attributable to Matador shareholders per common share, which includes the effect of all potentially dilutive securities unless their impact is anti-dilutive.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — Continued
The following table sets forth the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2026 and 2025 (in thousands).
| Three Months Ended June 30, · Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||
| Weighted average common shares outstanding | ||||
| Basic | 124,156 | 124,418 | 124,205 | 124,804 |
| Dilutive effect of options and restricted stock units | — | 38 | — | 173 |
| Diluted weighted average common shares outstanding | 124,156 | 124,456 | 124,205 | 124,977 |
NOTE 3 — ACQUISITIONS
Bureau of Land Management (“BLM”) Oil and Gas Lease Acquisition
In May 2026, the Company completed the acquisition of 5,154 net undeveloped acres in the core of the Delaware Basin in Southeast New Mexico for approximately $1.16 billion as part of the BLM Oil and Gas Lease Sale (the “BLM Acquisition”). The acquired acreage complements the Company’s existing acreage position, and as a result, includes proved undeveloped reserves in addition to unproved and unevaluated reserves.
The BLM Acquisition was accounted for as an asset acquisition. The purchase price is allocated to the underlying assets acquired based upon their relative fair values as of the acquisition date asset forth below (in thousands).
| Allocation | |
|---|---|
| Unproved and unevaluated | $912,054 |
| Evaluated | 248,100 |
| Total oil and natural gas properties acquired | $1,160,154 |
The fair value measurements of the assets acquired were based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of evaluated oil and gas properties were measured using the discounted cash flow technique of valuation. Significant inputs to the valuation of oil and gas properties include estimates of: (i) future production volumes, (ii) future commodity prices and (iii) the weighted average cost of capital. These inputs require significant judgments and estimates and are the most sensitive and subject to change.
NOTE 4 — ASSET RETIREMENT OBLIGATIONS
The following table summarizes the changes in the Company’s asset retirement obligations for the six months ended June 30, 2026 (in thousands).
| Beginning asset retirement obligations | $150,372 |
|---|---|
| Liabilities incurred during period | 4,462 |
| Liabilities settled during period | (380) |
| Accretion expense | 4,620 |
| Ending asset retirement obligations | 159,074 |
| Less: current asset retirement obligations(1) | (3,883) |
| Long-term asset retirement obligations | $155,191 |
(1)Included in accounts payable and accrued liabilities in the Company’s interim unaudited condensed consolidated balance sheet at June 30, 2026.
NOTE 5 — DEBT
The components of debt, including the effects of issuance costs and discounts, net as of June 30, 2026 and December 31, 2025, are set forth below (in thousands).
| June 30,2026 | December 31,2025 | |
|---|---|---|
| Revolving credit agreements: | ||
| Credit Agreement due 2029 | $939,000 | $398,000 |
| San Mateo Credit Facility due 2029 | 911,000 | 883,000 |
| Senior unsecured notes: | ||
| 6.875% senior notes due 2028 (the “2028 Notes”) | — | 500,000 |
| 6.500% senior notes due 2032 (the “2032 Notes”) | 900,000 | 900,000 |
| 6.250% senior notes due 2033 (the “2033 Notes”) | 750,000 | 750,000 |
| 6.000% senior notes due 2034 (the “2034 Notes”) | 750,000 | — |
| Issuance costs and discounts, net | (33,590) | (28,898) |
| Total senior unsecured notes payable | 2,366,410 | 2,121,102 |
| Total long-term debt | $4,216,410 | $3,402,102 |
Credit Agreements
MRC Energy Company
At June 30, 2026, the Company had $939.0 million in borrowings outstanding under the Company’s reserves-based revolving credit facility (the “Credit Agreement”) and approximately $53.8 million in outstanding letters of credit issued pursuant to the Credit Agreement. Since June 30, 2026, the Company’s borrowings increased $243.0 million under the Credit Agreement, and at August 5, 2026, the Company had $1.18 billion in borrowings outstanding.
The outstanding borrowings under the Credit Agreement mature on March 22, 2029. The borrowing base under the Credit Agreement is determined semi-annually as of May 1 and November 1 by the lenders based primarily on the estimated value of the Company’s proved oil and natural gas reserves at December 31 and June 30 of each year, respectively. The Company and the lenders may each request an unscheduled redetermination of the borrowing base once between scheduled redetermination dates.
In June 2026, in connection with the regularly scheduled May 1 redetermination, the borrowing base of the Credit Agreement was reaffirmed at $3.25 billion. Additionally, the Company elected to, and the lenders agreed to, increase the borrowing commitments from $2.25 billion to $2.75 billion.
The Credit Agreement requires the Company to maintain (i) a current ratio, which is defined as (x) total consolidated current assets plus the unused availability under the Credit Agreement divided by (y) total consolidated current liabilities less current maturities of debt, of not less than 1.0 at the end of each fiscal quarter, and (ii) a debt to EBITDA ratio, which is defined as debt outstanding (net of up to the greater of $150.0 million or 10% of the elected borrowing commitments of unrestricted cash and cash equivalents), divided by a rolling four quarter EBITDA calculation, of 3.5 or less at the end of each fiscal quarter. The Company was in compliance with the terms of the Credit Agreement at June 30, 2026.
San Mateo Midstream, LLC
At June 30, 2026, San Mateo had $911.0 million in borrowings outstanding under its secured revolving credit facility (the “San Mateo Credit Facility”) and approximately $15.4 million in outstanding letters of credit issued pursuant to the San Mateo Credit Facility. Since June 30, 2026, San Mateo’s borrowings increased $25.0 million under the San Mateo Credit Facility, and at August 5, 2026, San Mateo had $936.0 million in borrowings outstanding.
The San Mateo Credit Facility is non-recourse with respect to Matador and its other subsidiaries but is guaranteed by San Mateo’s subsidiaries and secured by substantially all of San Mateo’s assets, including real property. The outstanding borrowings under the San Mateo Credit Facility mature on November 26, 2029.
NOTE 5 — DEBT — Continued
The San Mateo Credit Facility requires San Mateo to maintain a debt to EBITDA ratio, which is defined as total consolidated funded indebtedness outstanding (as defined in the San Mateo Credit Facility) divided by a rolling four quarter EBITDA calculation, of 5.00 or less, subject to certain exceptions. The San Mateo Credit Facility also requires San Mateo to maintain an interest coverage ratio, which is defined as a rolling four quarter EBITDA calculation divided by San Mateo’s consolidated interest expense for such period, of 2.50 or more. The San Mateo Credit Facility also restricts the ability of San Mateo to distribute cash to its members if San Mateo’s debt to EBITDA ratio is greater than 4.50 or San Mateo’s liquidity is less than 10% of the lender commitments under the San Mateo Credit Facility. San Mateo was in compliance with the terms of the San Mateo Credit Facility at June 30, 2026.
Senior Unsecured Notes
2028 Notes Tender Offer and Redemption
In March 2026, the Company completed the repurchase of an aggregate principal amount of $419.8 million of the $500.0 million of the 2028 Notes pursuant to the Company’s cash tender offer announced on February 26, 2026 (the “2028 Notes Tender Offer”). Additionally, in March 2026, the Company irrevocably deposited funds with the trustee to redeem the remaining aggregate principal amount of $80.2 million of 2028 Notes outstanding on April 15, 2026 (the “2028 Notes Redemption”), and as a result of such deposit, to satisfy and discharge the Company’s obligations under the indenture governing the 2028 Notes. In connection with the 2028 Notes Tender Offer and 2028 Notes Redemption, the Company incurred a loss on debt extinguishment of $15.6 million, including a $9.7 million cash prepayment premium and a $5.9 million write-off of remaining unamortized deferred issuance costs and discounts.
2034 Notes
On March 5, 2026, the Company completed the sale of $750.0 million in aggregate principal amount of the 2034 Notes, which have a 6.0% coupon rate and mature on April 15, 2034. Interest is payable in arrears on each April 15 and October 15. The first interest payment date will be October 15, 2026. The 2034 Notes are jointly and severally guaranteed on a senior unsecured basis by certain subsidiaries of the Company (the “Guarantors”). San Mateo is not a Restricted Subsidiary (as defined in the indenture governing the 2034 Notes (the “2034 Notes Indenture”)) or Guarantor of the 2034 Notes.
The Company used the net proceeds from the sale of the 2034 Notes of $737.9 million, after deducting initial purchasers’ discounts and estimated offering expenses, to fund the 2028 Notes Tender Offer and 2028 Notes Redemption and for general corporate purposes.
At any time prior to April 15, 2029, the Company may redeem up to 40% in aggregate principal amount of the 2034 Notes at a redemption price of 106.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net proceeds of certain equity offerings, so long as the redemption occurs within 180 days of completing such equity offering and at least 60% of the aggregate principal amount of the 2034 Notes remains outstanding immediately after such redemption. In addition, at any time prior to April 15, 2029, the Company may redeem all or part of the 2034 Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium and accrued and unpaid interest, if any, to the applicable redemption date.
On or after April 15, 2029, the Company may redeem all or a part of the 2034 Notes at any time or from time to time at the following redemption prices (expressed as percentages of the principal amount) plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below:
| Year | Redemption Price |
|---|---|
| 2029 | 103.0% |
| 2030 | 101.5% |
| 2031 and thereafter | 100.0% |
Subject to certain exceptions, the 2034 Notes Indenture contains various covenants that limit the Company’s and its Restricted Subsidiaries’ ability to take certain actions, including the following:
incur additional indebtedness;
sell assets;
NOTE 5 — DEBT — Continued
pay dividends or make certain investments;
create liens that secure indebtedness;
enter into transactions with affiliates; and
merge or consolidate with another company.
In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to Matador, any Restricted Subsidiary that is a Significant Subsidiary (as defined in the 2034 Notes Indenture) or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding 2034 Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding 2034 Notes may declare all the 2034 Notes to be due and payable immediately. Events of default include the following:
default for 30 days in the payment when due of interest on the 2034 Notes;
default in the payment when due of the principal of, or premium, if any, on the 2034 Notes;
failure by the Company to comply with its obligations to offer to purchase or purchase 2034 Notes pursuant to the change of control or asset sale covenants of the 2034 Notes Indenture or to comply with the covenant relating to mergers;
failure by the Company for 180 days after notice to comply with its reporting obligations under the 2034 Notes Indenture;
failure by the Company for 60 days after notice to comply with any of the other agreements in the 2034 Notes Indenture;
payment defaults and accelerations with respect to other indebtedness of the Company and its Restricted Subsidiaries in the aggregate principal amount of $100.0 million or more;
failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess of $100.0 million within 60 days;
any subsidiary guarantee by a Guarantor ceases to be in full force and effect, is declared null and void in a judicial proceeding or is denied or disaffirmed by its maker; and
certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.
NOTE 6 — INCOME TAXES
The Company recorded a current income tax provision of $0.2 million for each of the three and six months ended June 30, 2026 and a deferred income tax provision of $106.6 million and $105.9 million for the three and six months ended June 30, 2026, respectively. The Company recorded a current income tax provision of $23.1 million and $46.1 million and a deferred income tax provision of $33.4 million and $93.3 million for the three and six months ended June 30, 2025, respectively. The decrease in the current income tax provision and increase in the deferred income tax provision for the three and six months ended June 30, 2026 compared to the respective periods of 2025 were primarily the result of the One Big Beautiful Bill Act of 2025 (the “OBBBA”). See Note 8, Income Taxes, of the Company’s Annual Report for further details of the provisions of the OBBBA that most significantly affect its income taxes. Additionally, the increase in the total income tax provision resulted from higher income before income taxes.
The Company’s effective income tax rate was 21% for the three months ended June 30, 2026. The Company’s effective income tax rate of 23% for the six months ended June 30, 2026 differed from the U.S. federal statutory rate primarily due to state taxes in New Mexico, partially offset by the impact of permanent differences between book and tax income recognized discretely in the current period. The Company’s effective income tax rates of 27% and 26% for the three and six months ended June 30, 2025, respectively, differed from the U.S. federal statutory rate primarily due to state taxes in New Mexico.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
UNAUDITED - CONTINUED
NOTE 6 — INCOME TAXES — Continued
The Company’s cash (refunds) payments for income taxes during the three and six months ended June 30, 2026 and 2025 are as follows (in thousands).
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Federal | $(22,733) | $43,000 | $(22,733) | $43,000 |
| State | ||||
| New Mexico | — | 7,500 | (4,039) | 7,500 |
| Other | — | — | (50) | — |
| Total cash (refunds) payments for income taxes | $(22,733) | $50,500 | $(26,822) | $50,500 |
NOTE 7 — EQUITY
Stock-Based Compensation
During the six months ended June 30, 2026, the Company granted awards to certain of its employees of 392,000 service-based restricted stock units to be settled in cash, which are liability instruments, and 392,000 performance-based stock units and 2,500 service-based shares of restricted stock, which are equity instruments. The performance-based stock units vest in an amount between zero and 200% of the target units granted based on the Company’s relative total shareholder return over thethree-year period ending December 31, 2028, as compared to a designated peer group. The service-based restricted stock and restricted stock units vest over athree-year period. The fair value of these awards was approximately $37.6 million on their respective grant dates.
Common Stock Dividend
Matador’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.375 per share of common stock in each of the first and second quarters of 2026. The first quarter dividend, which totaled $46.8 million, was paid on March 10, 2026 to shareholders of record as of February 27, 2026. The second quarter dividend, which totaled $46.4 million, was paid on June 5, 2026 to shareholders of record as of May 8, 2026. On July 22, 2026, the Board declared a quarterly cash dividend of $0.375 per share of common stock payable on September 8, 2026 to shareholders of record as of August 10, 2026.
Share Repurchase Program
As further described in the Annual Report, the Company maintains a share repurchase program (the “Share Repurchase Program”) authorizing the repurchase of up to $400.0 million of common stock. During the three and six months ended June 30, 2026, the Company repurchased 225,000 and 242,702 shares of common stock, respectively, under the Share Repurchase Program at a weighted average price of $49.59 and $48.88 per common share, respectively, for a total cost of $11.2 million and $11.9 million, respectively.
San Mateo Distributions and Contributions
During the three months ended June 30, 2026 and 2025, San Mateo distributed $30.1 million and $29.6 million, respectively, to the Company and $28.9 million and $28.4 million, respectively, to a subsidiary of Five Point Infrastructure LLC (“Five Point”), the Company’s joint venture partner in San Mateo. During the six months ended June 30, 2026 and 2025, San Mateo distributed $61.7 million and $64.8 million to the Company and $59.3 million and $62.2 million, respectively, to Five Point. During the three and six months ended June 30, 2026 and 2025, there wereno contributions to San Mateo by either the Company or Five Point.
NOTE 7 — EQUITY — Continued
Performance Incentives
Five Point paid the Company $8.2 million and $6.4 million of performance incentives during the three months ended June 30, 2026 and 2025, respectively. Five Point paid the Company $15.1 million and $9.2 million of performance incentives during the six months ended June 30, 2026 and 2025, respectively. These performance incentives are recorded when received, net of the $1.7 million and $1.3 million deferred tax impact to the Company for the three months ended June 30, 2026 and 2025, respectively, and $3.1 million and $1.9 million deferred tax impact to the Company for the six months ended June 30, 2026 and 2025, respectively, in “Additional paid-in capital” in the Company’s interim unaudited condensed consolidated balance sheets. These performance incentives received in the three and six months ended June 30, 2026 and 2025 are also denoted as “Contributions related to formation of San Mateo” under “Financing activities” in the Company’s interim unaudited condensed consolidated statements of cash flows and changes in shareholders’ equity.
NOTE 8 — DERIVATIVE FINANCIAL INSTRUMENTS
At June 30, 2026, the Company had various costless collar and price call contracts open and in place to mitigate its exposure to oil and natural gas price volatility, each with an established price floor and ceiling. At June 30, 2026, the Company had natural gas swap and natural gas basis differential swap contracts open and in place to mitigate its exposure to natural gas price volatility, with a specific term (calculation period), notional quantity (volume hedged) and fixed price. The Company had no open contracts associated with natural gas liquids prices at June 30, 2026.
The following is a summary of the Company’s open costless collar contracts at June 30, 2026.
| Commodity | Calculation Period | Notional Quantity (Bbl or MMBtu) | Weighted Average Price Floor ($/Bbl or $/MMBtu) | Weighted Average Price Ceiling ($/Bbl or $/MMBtu) | Fair Value ofAsset (Liability) (thousands) |
|---|---|---|---|---|---|
| Oil - WTI | 07/01/2026 - 12/31/2026 | 12,328,000 | $52.75 | $66.36 | $(66,064) |
| Oil - WTI | 01/01/2027 - 12/31/2027 | 3,650,000 | $55.00 | $76.00 | (2,807) |
| Natural Gas - Henry Hub | 07/01/2026 - 12/31/2026 | 27,600,000 | $3.50 | $6.70 | 9,226 |
| Total open costless collar contracts | $(59,645) | ||||
The following is a summary of the Company’s open price call contracts at June 30, 2026.
| Commodity · Calculation Period · Notional Quantity (Bbl) · Fixed Price ($/Bbl) · Fair Value ofAsset (Liability) (thousands) | |||||
|---|---|---|---|---|---|
| Oil - WTI | 07/01/2026 - 12/31/2026 | 12,236,000 | $100.00 | $(57,059) | |
| Total open price call contracts | $(57,059) | ||||
The following is a summary of the Company’s open swap contracts at June 30, 2026.
| Commodity · Calculation Period · Notional Quantity (MMBtu) · Fixed Price ($/MMBtu) · Fair Value ofAsset (Liability) (thousands) | |||||
|---|---|---|---|---|---|
| Natural Gas - Waha | 07/01/2026 - 07/31/2026 | 3,100,000 | $(0.53) | $(4,042) | |
| Total open swap contracts | $(4,042) | ||||
NOTE 8 — DERIVATIVE FINANCIAL INSTRUMENTS — Continued
The following is a summary of the Company’s open basis differential swap contracts at June 30, 2026.
| Commodity · Calculation Period · Notional Quantity (MMBtu) · Fixed Price ($/MMBtu) · Fair Value ofAsset (Liability) (thousands) | |||||
|---|---|---|---|---|---|
| Natural Gas Basis Differential - Waha | 07/01/2026 - 12/31/2026 | 27,600,000 | $(2.52) | $(11,944) | |
| Natural Gas Basis Differential - Houston Ship Channel | 07/01/2026 - 09/30/2029 | 135,432,000 | $(0.37) | (3,275) | |
| Total open basis differential swap contracts | $(15,219) | ||||
The Company’s derivative financial instruments are subject to master netting arrangements, and the Company’s counterparties allow for cross-commodity master netting provided the settlement dates for the commodities are the same. The Company does not present different types of commodities with the same counterparty on a net basis in its interim unaudited condensed consolidated balance sheets.
The following table presents the gross asset and liability fair values of the Company’s commodity price derivative financial instruments and the location of these balances in the interim unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 (in thousands).
| Derivative Instruments | Grossamountsrecognized | Gross amountsnetted in the condensedconsolidatedbalance sheets | Net amounts presented in the condensedconsolidatedbalance sheets |
|---|---|---|---|
| Current assets | $30,294 | $(16,697) | $13,597 |
| Other assets | 8,291 | (8,291) | — |
| Current liabilities | (157,789) | 16,697 | (141,092) |
| Long-term liabilities | (16,761) | 8,291 | (8,470) |
| Total | $(135,965) | $— | $(135,965) |
| Current assets | $57,450 | $(23,398) | $34,052 |
| Current liabilities | (23,398) | 23,398 | — |
| Total | $34,052 | $— | $34,052 |
NOTE 8 — DERIVATIVE FINANCIAL INSTRUMENTS — Continued
The following table summarizes the location and aggregate gain (loss) of all derivative financial instruments recorded in the interim unaudited condensed consolidated statements of operations for the periods presented (in thousands).
| Three Months Ended June 30, · Six Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Type of Instrument · Location in Condensed Consolidated Statement of Operations · 2026 · 2025 · 2026 · 2025 | ||||||||
| Derivative Instrument | ||||||||
| Oil | Revenues: Realized loss on derivatives | $(171,817) | $— | $(223,634) | $— | |||
| Natural Gas | Revenues: Realized gain on derivatives | 99,329 | 6,947 | 136,653 | 9,661 | |||
| Realized (loss) gain on derivatives | (72,488) | 6,947 | (86,981) | 9,661 | ||||
| Oil | Revenues: Unrealized gain (loss) on derivatives | 186,091 | 17,724 | (126,648) | 1,582 | |||
| Natural Gas | Revenues: Unrealized loss on derivatives | (100,634) | (55,037) | (43,369) | (33,824) | |||
| Unrealized gain (loss) on derivatives | 85,457 | (37,313) | (170,017) | (32,242) | ||||
| Total | $12,969 | $(30,366) | $(256,998) | $(22,581) | ||||
NOTE 9 — FAIR VALUE MEASUREMENTS
The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are classified and disclosed in one of the following categories.
Level 1 Unadjusted quoted prices for identical, unrestricted assets or liabilities in active markets.
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that are valued with industry standard models that consider various inputs, including: (i) quoted forward prices for commodities, (ii) time value of money and (iii) current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument and can be derived from observable data or supported by observable levels at which transactions are executed in the marketplace.
Level 3 Unobservable inputs that are not corroborated by market data that reflect a company’s own market assumptions.
Financial and non-financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.
NOTE 9 — FAIR VALUE MEASUREMENTS — Continued
The following tables summarize the valuation of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis in accordance with the classifications provided above as of June 30, 2026 and December 31, 2025 (in thousands).
| Fair Value Measurements at June 30, 2026 using | ||||
|---|---|---|---|---|
| Description | Level 1 | Level 2 | Level 3 | Total |
| Assets (Liabilities) | ||||
| Oil costless collars | $— | $(68,871) | $— | $(68,871) |
| Oil price calls | — | (57,059) | — | (57,059) |
| Natural gas costless collars | — | 9,226 | — | 9,226 |
| Natural gas swaps | — | (4,042) | — | (4,042) |
| Natural gas basis differential swaps | — | (15,219) | — | (15,219) |
| Total | $— | $(135,965) | $— | $(135,965) |
| Fair Value Measurements atDecember 31, 2025 using | ||||
|---|---|---|---|---|
| Description | Level 1 | Level 2 | Level 3 | Total |
| Assets (Liabilities) | ||||
| Oil costless collars | $— | $717 | $— | $717 |
| Natural gas costless collars | — | 17,396 | — | 17,396 |
| Natural gas basis differential swaps | — | 15,939 | — | 15,939 |
| Total | $— | $34,052 | $— | $34,052 |
Additional disclosures related to derivative financial instruments are provided in Note 8, Derivative Financial Instruments.
Other Fair Value Measurements
At June 30, 2026 and December 31, 2025, the carrying values reported on the interim unaudited condensed consolidated balance sheets for accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, royalties payable, amounts due to affiliates, advances from joint interest owners and other current liabilities approximated their fair values due to their short-term maturities.
At June 30, 2026 and December 31, 2025, the carrying value of borrowings under the Credit Agreement and the San Mateo Credit Facility approximated their fair value as both are subject to short-term floating interest rates that reflect market rates available to the Company at the time and are classified at Level 2 in the fair value hierarchy.
The following table summarizes the carrying values and fair values of outstanding senior unsecured notes at June 30, 2026 and December 31, 2025 (in thousands).
| June 30,2026 · December 31,2025 | |||||
|---|---|---|---|---|---|
| Fair Value Hierarchy | Carrying Value | Fair Value | Carrying Value | Fair Value | |
| 2028 Notes | Level 1 | $— | $— | $500,000 | $511,585 |
| 2032 Notes | Level 1 | $900,000 | $905,490 | $900,000 | $914,265 |
| 2033 Notes | Level 1 | $750,000 | $748,688 | $750,000 | $751,920 |
| 2034 Notes | Level 1 | $750,000 | $732,278 | $— | $— |
NOTE 9 — FAIR VALUE MEASUREMENTS — Continued
Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets and liabilities acquired in a business combination, lease and well equipment inventory when the market value is determined to be lower than the cost of the inventory, and other property and equipment that are reduced to fair value when they are impaired or held for sale. See Note 3, Acquisitions, for a discussion of the fair value measurement of assets acquired as part of the BLM Acquisition.
NOTE 10 — COMMITMENTS AND CONTINGENCIES
Processing, Transportation and Produced Water Disposal Commitments
Firm Commitments
From time to time, the Company enters into agreements with third parties whereby the Company commits to deliver anticipated natural gas and oil production and produced water from certain portions of its acreage for transportation, gathering, processing, fractionation, sales and disposal. The Company paid approximately $39.9 million and $22.0 million for services under these agreements during the three months ended June 30, 2026 and 2025, respectively, and $65.2 million and $43.4 million for services under these agreements during the six months ended June 30, 2026 and 2025, respectively. Certain of these agreements contain minimum volume commitments. If the Company does not meet the minimum volume commitments under these agreements, it will be required to pay certain deficiency fees. If the Company ceased operations in the areas subject to these agreements at June 30, 2026, the total deficiencies required to be paid by the Company under these agreements would be approximately $2.37 billion.
San Mateo Commitments
The Company dedicated to San Mateo its current and certain future leasehold interests in the Rustler Breaks asset area and the Wolf portion of the West Texas asset area and acreage in the southern portion of the Arrowhead asset area (the “Greater Stebbins Area”) and the Stateline asset area pursuant to 15-year, fixed-fee oil transportation, oil, natural gas and produced water gathering and produced water disposal agreements. In addition, the Company dedicated to San Mateo its current and certain future leasehold interests in the Rustler Breaks asset area and acreage in the Greater Stebbins Area and Stateline asset area pursuant to 15-year, fixed-fee natural gas processing agreements. The Company also dedicated to San Mateo certain of its current and future leasehold interests in the Ranger and Antelope Ridge asset areas pursuant to 15-year, fixed-fee natural gas gathering, compression, treating and processing agreements (collectively with the transportation, gathering, produced water disposal and natural gas processing agreements, the “Operational Agreements”). San Mateo provides the Company with firm service under each of the Operational Agreements in exchange for certain minimum volume commitments. The remaining minimum contractual obligation under the Operational Agreements at June 30, 2026 was approximately $646.2 million.
Legal Proceedings
The Company is a party to several legal proceedings encountered in the ordinary course of its business. While the ultimate outcome and impact on the Company cannot be predicted with certainty, in the opinion of management, it is remote that these legal proceedings will have a material adverse impact on the Company’s financial condition, results of operations or cash flows.
NOTE 11 — SUPPLEMENTAL DISCLOSURES
Accounts Payable and Accrued Liabilities
The following table summarizes the Company’s current accounts payable and accrued liabilities at June 30, 2026 and December 31, 2025 (in thousands).
| June 30,2026 | December 31,2025 | |
|---|---|---|
| Accrued evaluated and unproved and unevaluated property costs | $272,810 | $151,680 |
| Accounts payable | 243,765 | 179,337 |
| Accrued lease operating expenses | 107,295 | 85,009 |
| Accrued partners’ share of joint interest charges | 43,546 | 24,427 |
| Accrued interest on debt | 42,906 | 32,157 |
| Accrued derivative payments | 41,309 | — |
| Accrued compensation and benefits | 25,262 | 33,162 |
| Accrued midstream properties costs | 22,011 | 7,648 |
| Accrued payable related to purchased natural gas | 12,127 | 10,530 |
| Accrued asset retirement obligations | 3,883 | 6,309 |
| Other | 21,862 | 10,361 |
| Total accounts payable and accrued liabilities | $836,776 | $540,620 |
Supplemental Cash Flow Information
The following table provides supplemental disclosures of cash flow information for the six months ended June 30, 2026 and 2025 (in thousands).
| Six Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Cash paid for interest expense, net of amounts capitalized | $40,502 | $77,377 |
| Increase (decrease) in asset retirement obligations related to mineral properties | $3,929 | $(2,613) |
| Increase in asset retirement obligations related to midstream properties | $153 | $8 |
| Increase (decrease) in liabilities for drilling, completion and equipping capital expenditures | $106,264 | $(34,910) |
| Increase in liabilities for acquisition of oil and natural gas properties | $4,920 | $444 |
| Increase in liabilities for midstream properties capital expenditures | $14,451 | $17,884 |
| Stock-based compensation expense recognized as a liability | $12,034 | $5,111 |
| Transfer of inventory from oil and natural gas properties | $(232) | $(17,648) |
The following table provides a reconciliation of cash and restricted cash recorded in the interim unaudited condensed consolidated balance sheets to cash and restricted cash as presented on the interim unaudited condensed consolidated statements of cash flows (in thousands).
| Six Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Cash | $26,318 | $10,520 |
| Restricted cash | 64,597 | 76,266 |
| Total cash and restricted cash | $90,915 | $86,786 |
NOTE 12 — SEGMENT INFORMATION
The Company hastwo business segments: (i) exploration and production and (ii) midstream. The exploration and production segment is engaged in the exploration, development, production and acquisition of oil and natural gas resources in the United States and is currently focused primarily on the oil and liquids-rich portion of the Wolfcamp and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. The Company also has operations in the Haynesville shale and Cotton Valley plays in Northwest Louisiana. The midstream segment conducts midstream operations in support of, and provides flow assurance for, the Company’s exploration, development and production operations and provides natural gas processing, oil transportation services, oil, natural gas and produced water gathering services and produced water disposal services to third parties. The majority of the Company’s midstream operations in the Delaware Basin are conducted through San Mateo.
The Company’s chief operating decision maker (“CODM”) is the Chairman and Chief Executive Officer. The CODM uses operating income to assess income generated from each segment to allocate resources by either reinvesting profits as midstream or drilling and completion capital expenditures, or for determining the appropriate amounts for acquisition spend, the repayment of debt, the payment of dividends and repurchases of common stock.
The following tables present selected financial information for the periods presented regarding the Company’s business segments on a stand-alone basis, corporate expenses that are not allocated to a segment and the consolidation and elimination entries necessary to arrive at the financial information for the Company on a consolidated basis (in thousands). On a consolidated basis, midstream services revenues consist primarily of those revenues from midstream operations related to third parties, including working interest owners in the Company’s operated wells. All midstream services revenues associated with Company-owned production are eliminated in consolidation. In evaluating the operating results of the exploration and production and midstream segments, the Company does not allocate certain expenses to the individual segments, including general and administrative expenses. Such expenses are reflected in the column labeled “Corporate.”
| Exploration and Production · Consolidations and Eliminations · Consolidated Company | |||||
|---|---|---|---|---|---|
| Midstream · Corporate | |||||
| Oil and natural gas revenues | $1,083,333 | $4,251 | $— | $— | $1,087,584 |
| Midstream services revenues | — | 146,328 | — | (101,735) | 44,593 |
| Sales of purchased natural gas | 3,024 | 38,222 | — | — | 41,246 |
| Realized loss on derivatives | (72,488) | — | — | — | (72,488) |
| Unrealized gain on derivatives | 85,457 | — | — | — | 85,457 |
| Operating expense(1) | 148,823 | 60,536 | — | (41,875) | 167,484 |
| Other expenses(2) | 409,089 | 57,003 | 35,354 | (59,860) | 441,586 |
| Operating income(3) | $541,414 | $71,262 | $(35,354) | $— | $577,322 |
| Total assets(4) | $11,459,104 | $1,900,557 | $134,905 | $— | $13,494,566 |
| Capital expenditures(5) | $1,594,747 | $44,041 | $(44) | $— | $1,638,744 |
(2)Includes depletion, depreciation and amortization expenses of $297.1 million and $17.6 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $0.4 million. Other expenses for each reportable segment also include (i) transportation and processing, (ii) general and administrative expenses, (iii) accretion of asset retirement obligations, (iv) purchased natural gas and (v) taxes other than income.
(3)Includes $23.0 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
(5)Includes $1.18 billion attributable to land and seismic acquisition expenditures related to the exploration and production segment, $6.2 million attributable to midstream acquisition expenditures and $13.4 million in capital expenditures attributable to non-controlling interest in subsidiaries related to the midstream segment.
NOTE 12 — SEGMENT INFORMATION — Continued
| Exploration and Production · Consolidations and Eliminations · Consolidated Company | |||||
|---|---|---|---|---|---|
| Midstream · Corporate | |||||
| Oil and natural gas revenues | $813,115 | $2,659 | $— | $— | $815,774 |
| Midstream services revenues | — | 137,125 | — | (95,118) | 42,007 |
| Sales of purchased natural gas | 29,682 | 38,215 | — | — | 67,897 |
| Realized gain on derivatives | 6,947 | — | — | — | 6,947 |
| Unrealized loss on derivatives | (37,313) | — | — | — | (37,313) |
| Operating expense(1) | 151,530 | 44,456 | — | (46,299) | 149,687 |
| Other expenses(2) | 427,230 | 51,755 | 26,795 | (48,819) | 456,961 |
| Operating income(3) | $233,671 | $81,788 | $(26,795) | $— | $288,664 |
| Total assets(4) | $9,405,046 | $1,770,840 | $104,024 | $— | $11,279,910 |
| Capital expenditures(5) | $389,113 | $101,487 | $814 | $— | $491,414 |
(2)Includes depletion, depreciation and amortization expenses of $289.0 million and $13.1 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $0.4 million. Other expenses for each reportable segment also include (i) transportation and processing, (ii) general and administrative expenses, (iii) accretion of asset retirement obligations, (iv) purchased natural gas and (v) taxes other than income.
(3)Includes $32.1 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
(5)Includes $43.8 million attributable to land and seismic acquisition expenditures related to the exploration and production segment and $45.3 million in capital expenditures attributable to non-controlling interest in subsidiaries related to the midstream segment.
| Exploration and Production · Consolidations and Eliminations · Consolidated Company | |||||
|---|---|---|---|---|---|
| Midstream · Corporate | |||||
| Oil and natural gas revenues | $1,899,284 | $7,031 | $— | $— | $1,906,315 |
| Midstream services revenues | — | 282,276 | — | (195,592) | 86,684 |
| Sales of purchased natural gas | 37,391 | 84,637 | — | — | 122,028 |
| Realized loss on derivatives | (86,981) | — | — | — | (86,981) |
| Unrealized loss on derivatives | (170,017) | — | — | — | (170,017) |
| Operating expense(1) | 296,001 | 115,763 | — | (81,527) | 330,237 |
| Other expenses(2) | 823,694 | 124,180 | 69,840 | (114,065) | 903,649 |
| Operating income(3) | $559,982 | $134,001 | $(69,840) | $— | $624,143 |
| Total assets(4) | $11,459,104 | $1,900,557 | $134,905 | $— | $13,494,566 |
| Capital expenditures(5) | $2,073,807 | $59,775 | $2,088 | $— | $2,135,670 |
(2)Includes depletion, depreciation and amortization expenses of $572.4 million and $34.6 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $0.8 million. Other expenses for each reportable segment also includes (i) transportation and processing, (ii) general and administrative expenses, (iii) accretion of asset retirement obligations, (iv) purchased natural gas and (v) taxes other than income.
(3)Includes $43.1 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
NOTE 12 — SEGMENT INFORMATION — Continued
(5)Includes $1.24 billion attributable to land and seismic acquisition expenditures related to the exploration and production segment, $6.2 million attributable to midstream acquisition expenditures and $18.6 million in capital expenditures attributable to non-controlling interest in subsidiaries related to the midstream segment.
| Exploration and Production · Consolidations and Eliminations · Consolidated Company | |||||
|---|---|---|---|---|---|
| Midstream · Corporate | |||||
| Oil and natural gas revenues | $1,719,046 | $6,646 | $— | $— | $1,725,692 |
| Midstream services revenues | — | 257,104 | — | (181,598) | 75,506 |
| Sales of purchased natural gas | 55,259 | 75,394 | — | — | 130,653 |
| Realized gain on derivatives | 9,661 | — | — | — | 9,661 |
| Unrealized loss on derivatives | (32,242) | — | — | — | (32,242) |
| Operating expense(1) | 297,396 | 96,260 | — | (87,755) | 305,901 |
| Other expenses(2) | 858,570 | 105,177 | 55,650 | (93,843) | 925,554 |
| Operating income(3) | $595,758 | $137,707 | $(55,650) | $— | $677,815 |
| Total assets(4) | $9,405,046 | $1,770,840 | $104,024 | $— | $11,279,910 |
| Capital expenditures(5) | $865,265 | $178,671 | $1,756 | $— | $1,045,692 |
(2)Includes depletion, depreciation and amortization expenses of $558.5 million and $25.2 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $0.8 million. Other expenses for each reportable segment also include (i) transportation and processing, (ii) general and administrative expenses, (iii) accretion of asset retirement obligations, (iv) purchased natural gas and (v) taxes other than income.
(3)Includes $54.3 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
(5)Includes $125.6 million attributable to land and seismic acquisition expenditures related to the exploration and production segment and $76.1 million in capital expenditures attributable to non-controlling interest in subsidiaries related to the midstream segment.
NOTE 13 — SUBSEQUENT EVENTS
Paloma Acquisition
On July 22, 2026, a wholly-owned subsidiary of the Company entered into a definitive agreement to acquire Paloma Permian, LLC (“Paloma”) from a portfolio company of EnCap Investments L.P. (“EnCap”), including certain proved undeveloped acreage and oil and natural gas producing properties located in Eddy and Lea Counties, New Mexico (the “Paloma Acquisition”). The consideration for the Paloma Acquisition will consist of a cash payment of $1.275 billion, subject to customary closing adjustments, including for working capital and for title and environmental defects. The consummation of the Paloma Acquisition is subject to the satisfaction or waiver of a number of customary closing conditions and is expected to close in the fourth quarter of 2026, with an effective date of June 1, 2026. This acquisition is expected to be funded through cash on hand and borrowings under the Company’s existing reserves-based Credit Agreement, for which the elected commitment level was increased to $2.75 billion as discussed in Note 5, Debt.
Ridge Runner Acquisition
On July 22, 2026, a wholly-owned subsidiary of the Company entered into a definitive agreement to acquire from subsidiaries of Ridge Runner Resources II, LLC, a portfolio company of EnCap, primarily undeveloped acreage and certain oil and natural gas producing properties located the Woodford play in Lea County, New Mexico and Winkler and Ward Counties, Texas (the “Ridge Runner Acquisition”). The consummation of the Ridge Runner Acquisition is subject to the satisfaction or waiver of a number of customary closing conditions and is expected to close in the fourth quarter of 2026, with an effective date of June 1, 2026. This acquisition is expected to be funded through cash on hand and borrowings under the Company’s
Note 13 — SUBSEQUENT EVENTS — Continued
existing reserves-based Credit Agreement, for which the elected commitment level was increased to $2.75 billion as discussed in Note 5, Debt.
Cardinal Acquisition
On July 31, 2026, a wholly-owned subsidiary of San Mateo completed the acquisition of the operating subsidiaries of Cardinal Midstream Partners, LLC (“Cardinal”), a portfolio company of EnCap Flatrock Midstream, for total cash consideration of $752.0 million, subject to certain customary post-closing purchase price adjustments (the “Cardinal Acquisition”). The purchase price for the Cardinal Acquisition was funded through a combination of (i) borrowings under a new $650.0 million term loan due July 30, 2027 under the San Mateo Credit Facility, (ii) capital contributions by Matador and Five Point to San Mateo of $51.0 million and $49.0 million, respectively, and (iii) cash on hand.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.