Diversified Energy Co
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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Jun 30, 2026 · Filed Aug 5, 2026
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Index to the Notes to the Condensed Consolidated Financial Statements (Unaudited)
| Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | 9 | Note 8 - Compensation Plans | 19 |
|---|---|---|---|
| Note 2 - Acquisitions & Divestitures | 10 | Note 9 - Asset Retirement Obligations | 20 |
| Note 3 - Income Tax | 14 | Note 10 - Borrowings | 21 |
| Note 4 - Earnings (Loss) Per Share | 14 | Note 11 - Fair Value | 26 |
| Note 5 - Natural Gas & Oil Properties | 15 | Note 12 - Commitments & Contingencies | 27 |
| Note 6 - Derivatives | 15 | Note 13 - Supplemental Cash Flow Information | 28 |
| Note 7 - Stockholders' Equity | 18 | Note 14 - Subsequent Events | 28 |
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies
Description of the Company
Diversified Energy Company, a Delaware corporation (“Diversified,” “DEC,” “we,” “us,” “our,” or collectively with its wholly owned
subsidiaries, the “Company”) is an independent energy company engaged in the development, production, transportation and
marketing of natural gas, oil and NGLs. The Company’s assets are locatedin the United States within the following geographical
operating areas:
Appalachian Region, which spans Ohio, Indiana, Pennsylvania, Virginia, West Virginia, Kentucky, Tennessee and Alabama;
Central Region, which includes Texas, Oklahoma, New Mexico, and Louisiana;
Other, which includes Florida and Wyoming.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to
such rules and regulations, certain disclosures have been condensed or omitted. These unaudited condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended
December 31, 2025, as included in the Company’s Annual Report on Form 10-K. The accompanying unaudited condensed
consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair
statement of our condensed consolidated financial statements and accompanying notes and include the accounts of our direct and
indirect wholly owned subsidiaries and entities in which we have a controlling financial interest. Intercompany accounts and balances
have been eliminated.
Reclassification
Certain reclassifications have been made to prior period financial statements and related disclosures to conform to current period
presentation. These reclassifications have no impact on previously reported total assets, total liabilities, net income or total operating
cash flows.
Segment Reporting
In accordance with ASC 280, Segment Reporting, the Company determines its operating segments based on the components of the
business regularly reviewed by the chief executive officer, who serves as the chief operating decision maker (“CODM”), for purposes
of resource allocation and performance assessment. The CODM evaluates the Company’s operations in a consolidated manner.
Accordingly, the Company hasone reportable segment.
The CODM uses consolidated income (loss) before income taxesto allocate resources and assess operating performance, and is also
regularly provided information on lease operating expense, transportation expense, production taxes, and general and administrative
expense, which represent significant segment expenses. Other segment items primarily consist of depreciation, depletion and
amortization, interest expense, and income tax expense (benefit). These amounts are derived from, and can be found within, the
Company’s Condensed Consolidated Statements of Comprehensive Income (Loss).
Segment profit or loss reconciles directly to consolidated income (loss) before income taxes, with no reconciling items.
The Company’s reportable segment, CODM, segment performance measures, and segment assets remain materially unchanged from
those reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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Cash and Cash Equivalents
Cash and cash equivalents consist of highly liquid investments with an original maturity of three months or less. The Company
maintains cash balances at financial institutions, which at times may exceed federally insured limits. The Company has not
experienced any losses in such accounts and believes it faces no significant credit risk related to cash and cash equivalents.
Restricted Cash
The Company classifies cash as restricted when contractual or regulatory requirements limit its withdrawal or use for general
corporate purposes. The Company presents restricted cash as either a current or noncurrent asset based on the expected timing of the
related obligations.
Restricted cash primarily consists of:
Amounts the Company holds as collateral for surety bonds or that state agencies require for well abandonment obligations; and
Cash reserves the Company maintains for interest payments and fees related to its asset-backed securitization arrangements,
which an independent indenture trustee administers.
The Company’s accounting policy and the nature of its restricted cash arrangements remain consistent with those described in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2025, with no material changes during the interim period.
Recently Adopted Accounting Standards
In the current year, the Company adopted the following accounting standards:
| ASU Number | Description | Effective Date |
|---|---|---|
| ASU 2024-04 | Debt—Debt with Conversion and Other Options | January 1, 2026 |
| ASU 2025-05 | Measurement of credit losses for accounts receivable and contract assets from transactions accounted for under Topic 606 | January 1, 2026 |
The adoption of these standards did not significantly impact the Company’s Condensed Consolidated Financial Statements.
Recently Issued Accounting Standards Not Yet Adopted
The following accounting standard has been issued but is not yet effective and has not been applied inthe Condensed Consolidated
Financial Statements:
| ASU Number | Description | Effective Date | Impact on Financial Statements |
|---|---|---|---|
| ASU 2026-02 | Environmental Credits and Environmental Credit Obligations (Topic 818) | January 1, 2028 | The Company is assessing the impact, but does not expect a material effect. |
The Company will adopt this standard on the effective date. Based on preliminary assessment, the Company does not expect the
adoption of this standard to have a material impact on its consolidated financial statements.
Note 2 - Acquisitions & Divestitures
2026 Acquisitions
Sheridan Holding Company III, LLC (“Sheridan”) Asset Acquisition
On April 30, 2026, the Company acquired certain oil and natural gas wells, leasehold interests and related assets from Sheridan. Given
the concentration of assets, this transaction was considered an asset acquisition rather than a business combination. The Company paid
net consideration of$236 million, inclusive of customary purchase price adjustments. The transaction was funded through proceeds
from the Company’s Credit Facility (as defined below).
Refer to Note 10 for additional information regarding borrowings.
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The fair value of the consideration transferred and the allocation to the assets acquired and liabilities assumed based on their relative
fair values as of April 30, 2026 were as follows (in thousands):
| Consideration paid | |
|---|---|
| Cash consideration | $236,387 |
| Total consideration | $236,387 |
| Net assets acquired | |
| Natural gas and oil properties | $266,336 |
| Property, plant and equipment, net | 2,032 |
| Derivatives, net | 4,317 |
| Accounts receivable, net | 1,261 |
| Asset retirement obligations | (32,081) |
| Other current liabilities | (5,478) |
| Net assets acquired | $236,387 |
Other Acquisitions
During thesix months ended June 30, 2026, the Company collectively acquired certain midstream and plugging assets for total
consideration of $18 million, inclusive of customary purchase price adjustments, and transaction costs.
2026 Divestitures
Barnett Shale “Barnett” and Arkansas Asset Divestitures
On June 15, 2026, the Company divested certain non-core Barnett assets for net proceeds of$116 million after customary purchase
price adjustments. The proceeds received exceeded the carrying amount of the net assets divested resulting in a gain on natural gas and
oil properties and equipment of$19 million.
Additionally, on April 20, 2026, the company divested certain non-core assets in Arkansas for net proceeds of$15 million after
customary purchase price adjustments.
Other
During thesix months ended June 30, 2026, the Company divested certain non-core undeveloped acreage for consideration of$126
million. The consideration received exceeded the carrying amount of the net assets divested resulting in a gain on natural gas and oil
properties and equipment of $125 million. Additionally, the disposal of various wells and property, plant and equipment in the normal
course of business resulted in cash proceeds of$2 million and a loss on natural gas and oil properties and equipment of $10 million.
2025 Acquisitions
Canvas Energy Inc. (“Canvas”) Asset Acquisition
On November 24, 2025, the Company acquired Canvas. The Company determined that substantially all of the fair value of the gross
assets acquired was concentrated in a single asset group; therefore, the transaction was accounted for as an asset acquisition. The
Company paid purchase consideration of$533 million, inclusive of customary purchase price adjustments. The purchase consideration
consisted of the issuance of 3,718,209 shares of common stock and$399 million in cash, inclusive oftransaction costs of$13 million.
On the date of the acquisition, the Company settled the outstanding balance of$81 million on Canvas’s credit facility.
Refer to Notes 7 and 10 for additional information regarding stockholders’ equity and borrowings.
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The fair value of the consideration transferred and the allocation to the assets acquired and liabilities assumed based on their relative
fair values as of November 24, 2025 were as follows(in thousands):
| Consideration paid | |
|---|---|
| Cash consideration | $398,534 |
| Fair value of common stock issued(a) | 53,951 |
| Payoff existing credit facility | 80,602 |
| Total consideration | $533,087 |
| Net assets acquired | |
| Cash | $51,679 |
| Natural gas and oil properties | 553,329 |
| Property, plant and equipment, net | 3,097 |
| Other noncurrent assets | 773 |
| Accounts receivable, net | 22,515 |
| Other current assets | 6,323 |
| Asset retirement obligations | (10,963) |
| Deferred tax liability | (43,118) |
| Other noncurrent liabilities | (573) |
| Accounts payable | (8,625) |
| Other current liabilities | (41,350) |
| Net assets acquired | $533,087 |
(a)The fair value of the common stock issued was based on the closing price of the Company’s common stock on November 24, 2025
of$14.51. The fair value of our common stock is a Level 1 input as our stock price is a quoted price in an active market.
Maverick Natural Resources, LLC (“Maverick”) Business Combination
On March 14, 2025, the Company acquired Maverick. The Company determined the transaction did not have a significant
concentration of assets and that it acquired an identifiable set of inputs, processes, and outputs. As a result, the Company concluded
the transaction was a business combination. The Company paid purchase consideration of approximately$666 million, inclusive of
customary purchase price adjustments. The purchase consideration consisted of the issuance of 21,194,213 shares of common stock
and$211 million in cash. As part of the acquisition, the Company paid off on the acquisition date the$202 million balance
outstanding on Maverick’s credit facility and assumed$518 million of ABS Maverick Notes outstanding. Transaction costs associated
with the acquisition were$21 million and are included within G&A expense in the Consolidated Statements of Comprehensive
Income (Loss).
Refer to Notes 7 and 10 for additional information regarding stockholders’ equity and borrowings.
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The fair value of the consideration transferred and the fair value amounts of the assets acquired and liabilities assumed as of March 14,
2025 were as follows(in thousands):
| Consideration paid | |
|---|---|
| Cash consideration | $210,753 |
| Fair value of common stock issued(a) | 253,270 |
| Payoff existing credit facility | 201,533 |
| Total consideration | $665,556 |
| Net assets acquired | |
| Cash | $20,894 |
| Natural gas and oil properties | 1,298,477 |
| Property, plant and equipment, net | 43,585 |
| Restricted cash | 62,048 |
| Other noncurrent assets | 28,861 |
| Derivatives, net | 4,829 |
| Accounts receivable, net | 153,205 |
| Other current assets | 14,695 |
| Asset retirement obligations | (179,528) |
| Borrowings | (518,394) |
| Other noncurrent liabilities | (38,915) |
| Accounts payable | (42,967) |
| Accrued operating expenses | (55,583) |
| Revenues payable | (44,306) |
| Other current liabilities | (81,345) |
| Net assets acquired | $665,556 |
(a)The fair value of the common stock issued was based on the closing price of the Company’s common stock on March 14, 2025 of
$11.95. The fair value of our common stock is a Level 1 input as our stock price is a quoted price in an active market.
The fair value of the natural gas and oil properties was based on estimated future production volumes, adjusted for risk characteristics
associated with the classification of the acquired reserves, and related future net cash flows discounted using a weighted average cost
of capital. The Company utilized NYMEX strip pricing adjusted for inflation. Management utilized the assistance of a third-party
valuation expert to estimate the fair value of the natural gas and oil properties acquired. The Company considers the discount rate,
commodity pricing, production and operating expense to be the assumptions most sensitive to the fair value of the acquired natural gas
and oil properties and represent Level 3 inputs, other than NYMEX strip pricing which represents a Level 1 input.
Summit Natural Resources, LLC (“Summit”) Asset Acquisition
On February 27, 2025, the Company acquired certain upstream assets and related infrastructure within Virginia, West Virginia, and
Alabama of the Appalachian Region from Summit. Given the concentration of assets, this transaction was considered an asset
acquisition rather than a business combination. The Company paid consideration of$42 million, inclusive of transaction costs of$0.4
million and customary purchase price adjustments, substantially all of which was accounted for as natural gas and oil properties. The
transaction was funded through proceeds from the ABS X Notes collateralized, in part, by the acquired assets. Refer to Note 10 for
additional information regarding borrowings.
Other Acquisitions
During thesix months ended June 30, 2025, the Company acquired certain midstream and upstream assets that are contiguous to its
existing Central Region assets. The Company paid total consideration of$16 million, inclusive of non-cash consideration of$4
million, customary purchase price adjustments, and transaction costs. Given the concentration of assets, these transactions were
considered asset acquisitions rather than business combinations.
2025 Divestitures
During thesix months ended June 30, 2025, the Company divested certain non-core undeveloped acreage across its operating footprint
for consideration of$70 million. The consideration received exceeded the carrying amount of the net assets divested resulting in a gain
onnatural gas and oil properties and equipment of $64 million.
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Note 3 - Income Tax
Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income,
plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes
for thesix months ended June 30, 2026 and 2025 differs from the amount that would be provided by applying the statutory U.S.
federal income tax rate of 21%to pre-tax income primarily due to the impact of federal tax credits (principally the marginal well tax
credit), state income taxes, permanent differences, and discrete items recognized in the interim period.
The effective tax rates for thesix months ended June 30, 2026 and 2025 were (17.7)% and(16.2)%, respectively. For thesix months
ended June 30, 2026, we reported a taxbenefit of$13 million, a change of$17 million, compared to a taxexpense of$3 million for
thesix months ended June 30, 2025. The effective tax rate forthesix months ended June 30, 2026 was primarily impacted by the
recognition of the federal marginal well tax credit available to qualified producers and by management’s estimate of the annual
effective tax rate expected for the full financial year. The federal government provides these credits to encourage companies to
continue producing lower-volume wells during periods of low prices to maintain the underlying jobs they create and the state and local
tax revenues they generate for communities to support schools, social programs, law enforcement and other similar public services.
The differences between the statutory U.S. federal income tax rate and the effective tax rates are summarized as follows:
| Six Months Ended | ||
|---|---|---|
| June 30, 2026 · June 30, 2025 | ||
| U.S. federal statutory tax rate | 21.0% | 21.0% |
| State income taxes, net of federal tax benefit | 4.5% | 4.4% |
| Federal credits(a) | (43.8)% | (42.9)% |
| Other, net | 0.6% | 1.3% |
| Effective tax rate | (17.7)% | (16.2)% |
(a)Federal tax credits consist primarily of the marginal well tax credit. Because the credit is a dollar amount determined
independently of pre-tax results, its impact, expressed as a percentage of pre-tax income (loss), can be positive or negative based
on the Company's forecasted annual pre-tax book income (loss) used in the estimated annual effective tax rate.
Note 4 - Earnings (Loss) Per Share
Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to common shareholders by the
weighted average number of shares of common stock outstanding during the period, excluding shares held in treasury (if any) and held
by the Employee Benefit Trust established by the Company in March 2022 to benefit its employees (“EBT”). Diluted EPS reflects the
potential dilution that could occur if share-based compensation awards were exercised or converted into shares, except when their
effect would be anti-dilutive. Refer to Note 7 for additional information regarding the EBT.
The following table presents the reconciliation of the numerators and denominators used in the calculation of basic and diluted EPS for
the periods presented:
| (In thousands, except share and per share data) · Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| June 30, 2026 · June 30, 2025 · June 30, 2026 · June 30, 2025 | ||||
| Net income (loss) attributable to DEC | $246,949 | $297,738 | $86,332 | $(25,460) |
| Weighted average shares outstanding - basic | 72,296,949 | 78,936,076 | 73,767,908 | 68,821,946 |
| Dilutive impact of potential shares | 2,408,145 | 2,202,776 | 2,204,879 | — |
| Weighted average shares outstanding - diluted | 74,705,094 | 81,138,852 | 75,972,787 | 68,821,946 |
| Basic earnings (loss) per share | $3.42 | $3.77 | $1.17 | $(0.37) |
| Diluted earnings (loss) per share | $3.31 | $3.67 | $1.14 | $(0.37) |
| Potentially dilutive shares(a) | 312,557 | 3,921 | 249,757 | 3,510 |
(a)Share-based compensation awards excluded from the diluted EPS calculation because their effect would have been anti-dilutive.
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Note 5 - Natural Gas & Oil Properties
The following table summarizes the Company's natural gas and oil properties for the period presented:
| As of | |
|---|---|
| (In thousands) | June 30, 2026 |
| Costs | |
| Beginning balance | $5,828,712 |
| Additions(a) | 346,801 |
| Disposals(b) | (212,846) |
| Ending balance | $5,962,667 |
| Depletion and impairment | |
| Beginning balance | $(1,320,953) |
| Depletion expense | (177,250) |
| Disposals(b) | 71,214 |
| Ending balance | $(1,426,989) |
| Net book value | $4,535,678 |
(a)During thesix months ended June 30, 2026, the Company’s additions primarily consisted of the Sheridan acquisition in April
2026 as well as development and recurring capital expenditures.
(b)During thesix months ended June 30, 2026, the Company’s disposals primarily consisted of the sale of the Barnett assets in June
Refer to Note 2 for additional information regarding acquisitions and divestitures.
Note 6 - Derivatives
The Company faces volatility in market prices and basis differentials for natural gas, NGLs and oil, affecting the predictability of its
cash flows from commodity sales. Additionally, the Company’s cash flows related to interest payments on variable rate debt
obligations can be impacted by fluctuations in interest rate markets, depending on its debt structure. To manage these risks, the
Company enters into derivative contracts primarily with major financial institutions and energy trading counterparties. As of June 30,
2026, these instruments included swaps, collars, basis swaps, and stand-alone put and call options. The Company does not intend to
hold or issue derivative financial instruments for speculative trading purposes and has elected not to designate any of its derivative
instruments for hedge accounting treatment. Below is a description of these instruments:
| Swaps: | When the Company sells a swap, it agrees to receive a fixed price for the contract while paying a floating market price to the counterparty; |
|---|---|
| Collars: | Arrangements that include a fixed floor price (purchased put option) and a fixed ceiling price (sold call option) based on an index price have no net costs overall. At the contract settlement date, (1) when the index price is higher than the ceiling price, the Company pays the counterparty the difference between the index price and ceiling price, (2) when the index price is between the floor and ceiling prices, no payments are due from either party, and (3) when the index price is below the floor price, the Company will receive the difference between the floor price and the index price.Some collar arrangements may also include a sold put option with a strike price below the purchased put option. Known as a three-way collar, the structure operates similarly to the standard collar. However, when the index price settles below the sold put option, the Company pays the counterparty the difference between the index price and sold put option, effectively enhancing realized pricing by the difference between the price of the sold and purchased put options; |
| Basis swaps: | Arrangements that guarantee a price differential for commodities from a specified delivery point. When the Company sells a basis swap, it receives a payment from the counterparty if the price differential exceeds the stated terms of the contract. Conversely, if the price differential is less than the stated terms, the Company pays the counterparty; |
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| Put options: | The Company purchases and sells put options in exchange for a premium. When the Company purchases a put option, it receives from the counterparty the excess amount (if any) by which the market price falls below the strike price of the put option at the time of settlement. If the market price is above the put option’s strike price, no payment is required from either party. Conversely, when the Company sells a put option, it pays the counterparty the excess amount (if any) by which the market price falls below the strike price of the put option at the time of settlement. If the market price is above the put option’s strike price, no payment is required from either party; |
|---|---|
| Call options: | The Company purchases and sells call options in exchange for a premium. When the Company purchases a call option, it receives from the counterparty the excess amount (if any) by which the market price exceeds the strike price of the call option at the time of settlement. If the market price is below the call option’s strike price, no payment is required from either party. When the Company sells a call option, it pays the counterparty the excess amount (if any) by which the market price exceeds the strike price of the call option at the time of settlement. If the market price is below the call option’s strike price, no payment is required from either party; and |
The Company may elect to enter into offsetting transactions for the above instruments for the purpose of cancelling or terminating
certain positions.
The following table summarizes the Company's calculated fair value of derivatives for the date presented:
| As of June 30, 2026 | ||
|---|---|---|
| (In thousands, except volume data) | Volume | Fair Value |
| Natural gas (MMbtu) | ||
| Swaps | 1,167,568 | $(218,213) |
| Two-way collars | 143,091 | (1,797) |
| Three-way collars | 157,536 | (11,000) |
| Stand-alone calls(a) | 67,773 | (34,324) |
| Basis swaps | 764,286 | (22,095) |
| Purchased puts | 7,978 | 2,205 |
| Sold puts | 16,537 | (3,615) |
| Total natural gas | 2,324,769 | $(288,839) |
| NGLs (MBbls) | ||
| Swaps | 31,757 | $(41,583) |
| Stand-alone calls | 460 | (2,006) |
| Total NGLs | 32,217 | $(43,589) |
| Oil (MBbls) | ||
| Swaps | 33,585 | $(45,308) |
| Three-way collars | 3,291 | (7,089) |
| Sold calls | 1,335 | (10,121) |
| Total oil | 38,211 | $(62,518) |
| Interest | ||
| SOFR interest rate swap ($5,520 principal hedged, 4.15% fixed-rate) | $53 | |
| Total interest | $53 | |
| Total fair value of derivatives | $(394,893) | |
(a)Includes future cash settlements for deferred premiums.
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Netting of derivative assets and liabilities is applied at each reporting date when a legal right of offset exists under a master netting
arrangement. The Company elected to present these derivative assets and liabilities on a net basis when these conditions are satisfied.
The following table outlines the Company’s net derivatives for the date presented:
| (In thousands) · As of | ||
|---|---|---|
| Derivatives | Consolidated Statement of Financial Position | June 30, 2026 |
| Assets: | ||
| Current assets | Derivatives | $83,940 |
| Noncurrent assets | Other assets | 37,558 |
| Total assets | $121,498 | |
| Liabilities | ||
| Current liabilities | Derivatives | $(137,865) |
| Noncurrent liabilities | Derivatives | (378,526) |
| Total liabilities | $(516,391) | |
| Net assets (liabilities): | ||
| Net assets (liabilities) - current | Derivatives | $(53,925) |
| Net assets (liabilities) - noncurrent | Other assets / Derivatives | (340,968) |
| Total net assets (liabilities) | $(394,893) | |
The Company presents the fair value of derivative contracts on a net basis in the Consolidated Statement of Financial Position. Below
is the impact of this presentation on the Company’s recognized assets and liabilities for the date presented:
| As of June 30, 2026 | |||
|---|---|---|---|
| (In thousands) | Presented without Effects of Netting | Effects of Netting | As Presented with Effects of Netting |
| Current assets | $125,135 | $(41,195) | $83,940 |
| Noncurrent assets | 317,095 | (279,537) | 37,558 |
| Total assets | $442,230 | $(320,732) | $121,498 |
| Current liabilities | (179,060) | 41,195 | (137,865) |
| Noncurrent liabilities | (658,063) | 279,537 | (378,526) |
| Total liabilities | $(837,123) | $320,732 | $(516,391) |
| Total net assets (liabilities) | $(394,893) | $— | $(394,893) |
The Company recorded the following gains (losses) on derivatives in the Condensed Consolidated Statements of Comprehensive
Income (Loss) for the specified periods:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (In thousands) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Net gain (loss) on commodity derivatives settlements | $(61,396) | $14,617 | $(211,895) | $(37,654) |
| Net gain (loss) on interest rate swaps | 17 | 35 | 37 | 70 |
| Total gain (loss) on settled derivatives(a) | $(61,379) | $14,652 | $(211,858) | $(37,584) |
| Gain (loss) on fair value adjustments of unsettled derivatives(b) | 352,413 | 154,419 | (45,491) | (77,629) |
| Total gain (loss) on derivatives | $291,034 | $169,071 | $(257,349) | $(115,213) |
All derivatives are classified as Level 2 instruments under ASC 820, as their valuation relies on observable market inputs other than
quoted prices. For further details related to fair value measurements, refer to Note 11.
Commodity Derivative Contract Modifications and Extinguishments
Occasionally, such as during the acquisition of producing assets, the completion of ABS financings, or in response to fluctuating price
environments, the Company may strategically modify, offset, terminate, or expand certain existing hedge positions. These
modifications can involve changes to the volume of production covered by contracts, the swap or strike price of specific derivative
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contracts, and other similar aspects of the derivative agreements. The Company manages distinct, long-dated derivative contract
portfolios for its ABS financings and term loans. Additionally, the Company maintains a separate derivative contract portfolio for
assets secured by the Credit Facility. These derivative contract portfolios associated with the Company’s ABS financings, term loans,
and Credit Facility are presented in the Company’s Statement of Financial Position.
2026 Modifications and Extinguishments
In June 2026, the Company paid $8 million to modify contracts associated with the ABS IV Notes in connection with their
extinguishment. As these modifications were associated with a borrowing transaction, these amounts are presented as a financing
activity in the Consolidated Statement of Cash Flows. Refer to Note 10 for additional information regarding borrowings.
2025 Modifications and Extinguishments
In February 2025, the Company adjusted portions of its commodity derivative portfolio across its legal entities for approximately
$150 million in connection with the completion of the ABS X financing arrangement. The Company made further adjustments to its
commodity derivative portfolio for approximately$21 million for the retirement of the ABS I and Term Loan I financing
arrangements(each as previously defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025).
Refer to Note 10 for additional information regarding borrowings.
Note 7 - Stockholders' Equity
The Company is authorized to issue up to 350,000,000 shares of common stock, par value$0.01 per share. As of June 30, 2026 and
December 31, 2025, the Company had 71,388,065 and 76,979,625 shares of common stock issued and outstanding.
The Company is authorized to issue 30,000,000 shares of preferred stock, par value$0.01 per share. No preferred shares are issued or
outstanding.
Issuance of Common Stock
In March 2025, the Company announced the completion of its previously announced acquisition of Maverick. The transaction was
funded in part through the issuance of 21,194,213 new shares of common stock directly to the unitholders of Maverick. The total value
of the stock consideration was$253 million, excluding transaction costs of$0.4 million, based on the Company’s stock price on the
NYSE on the closing date of the Maverick transaction.
In February 2025, the Company issued 8,500,000 new shares of common stock at$14.50 per share to raise gross proceeds of$123
million, excluding transaction costs of$6 million. The Company used the net proceeds to repay a portion of the debt incurred in
connection with the Maverick acquisition.
For further details related to acquisitions, refer to Note 2.
Treasury Stock
The Company’s holdings in its own equity instruments are classified as treasury stock. The consideration paid, along with any directly
attributable incremental costs, is deducted from the Company’s stockholders’ equity until the shares are either cancelled or reissued.
No gain or loss is recognized in the Consolidated Statements of Comprehensive Income (Loss) upon the purchase, sale, issuance, or
cancellation of treasury stock.
Employee Benefit Trust (“EBT”)
In March 2022, the Company established the EBT to benefit its employees. The Company provides funding to the EBT to facilitate the
acquisition of shares. These shares are held in the EBT to fulfill awards and grants under the Company’s 2017 and 2025 Equity
Incentive Plans and the Employee Stock Purchase Plan (the “ESPP”). Shares held in the EBT are treated in the same manner as
treasury stock and are thus included in the Condensed Consolidated Financial Statements as treasury stock. No shares were acquired
by the EBT during thesix months ended June 30, 2026 and 2025. As of June 30, 2026, the EBT held a total of 1,662,012 shares. For
further details related to share-based compensation, refer to Note 8.
Stock Repurchase Program
During thesix months ended June 30, 2026, the Company repurchased 5,978,251 shares of common stock at an average price of
$14.08 per share, amounting to a total of$84 million and representing 8% of common stock issued and outstanding as of June 30,
- During thesix months ended June 30, 2025, the Company repurchased 2,581,827 shares of common stock at an average price of
$13.33 per share, amounting to a total of$34 million and representing 3% of common stock issued and outstanding as of June 30,
The Company has recorded the repurchase of these shares of common stock as a reduction in common stock and additional paid in
capital. All repurchased shares of common stock were cancelled upon repurchase. As of June 30, 2026 and December 31, 2025, the
par value of the cancelled shares was retired from common stock in the Condensed Consolidated Balance Sheets.
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Dividends
Dividends are declared at the discretion of the Board of Directors and are subject to applicable law and contractual restrictions.
Dividends are paid to holders of record as of the record date. Dividends are waived on shares held in the EBT.
The Company’s ability to pay dividends is subject to certain restrictions under its Credit Facility and other debt agreements, which
may limit dividend payments based on leverage ratios and other financial covenants. Refer to Note 10 for additional information.
Note 8 - Compensation Plans
Equity Incentive Plans
The 2017 Equity Incentive Plan (the “2017 Plan”), as amended through April 9, 2025, authorized issuances up to 10% of the
Company’s outstanding common stock and had 3,947,882 shares subject to outstanding awards as of November 21, 2025. On that
date, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), which authorized and reserved 6,892,551 shares of
common stock, consisting of 2,944,669 newly authorized shares plus shares underlying outstanding awards under the 2017 Plan that
may become available upon forfeiture, cancellation, expiration, cash settlement, or withholding for taxes or exercise prices. Upon
adoption of the 2025 Plan, no further awards may be granted under the 2017 Plan, and only shares underlying awards outstanding as
of November 21, 2025 may be issued thereunder. As of June 30, 2026,1,386,664 shares remained available for grant under the 2025
Plan, under which all future equity awards will be made.
RSU Awards
The following table summarizes RSU equity award activity for the respective period presented:
| Number of Shares | Weighted Average Grant Date Fair Value per Share | |
|---|---|---|
| Balance as of December 31, 2025 | 1,970,907 | $12.17 |
| Granted | 1,427,841 | 15.53 |
| Vested | (230,788) | 19.84 |
| Forfeited | — | — |
| Balance as of March 31, 2026 | 3,167,960 | 13.12 |
| Granted | 8,225 | 15.27 |
| Vested | — | — |
| Forfeited | (18,404) | 13.80 |
| Balance as of June 30, 2026 | 3,157,781 | $13.13 |
During thesix months ended June 30, 2026, thetotal fair value of RSUs at the date of vesting was$3 million. As of June 30, 2026, the
Company had$28 million of unrecognized share-based comp ensation expense related to RSUs that will be recognized over a weighted
average period of 1.6 years.
RSUs can vest either on a cliff basis or ratably, depending on the service conditions. The fair value of the Company’s RSUs is
calculated using the closing price of our common stock on the NYSE at the grant date. This value is then expensed uniformly over the
vesting period.
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PSU Awards
The following table summarizes PSU equity award activity for the period presented:
| Number of Shares | Weighted Average Grant Date Fair Value per Share | |
|---|---|---|
| Balance as of December 31, 2025 | 1,306,690 | $11.68 |
| Granted | 282,871 | 32.25 |
| Vested | (286,992) | 16.06 |
| Forfeited | — | — |
| Balance as of March 31, 2026 | 1,302,569 | $15.18 |
| Granted | 772 | 32.25 |
| Vested | — | — |
| Forfeited | (3,580) | 10.92 |
| Balance as of June 30, 2026 | 1,299,761 | $15.20 |
During thesix months ended June 30, 2026, the total fair value of PSUs at the date of vesting was$2 million. As of June 30, 2026, the
Company had$11 million of unrecognized share-based compensation expense related to PSUs that will be recognized over a weighted
average period of 1.6 years.
PSUs are subject to cliff vesting based on specific performance criteria over athree-year period. Depending on the achievement of
these performance targets, the number of units that will vest can vary from 0% to 250% of the initial award.
The fair value of the Company’s PSUs is determined using a Monte Carlo simulation model as of the grant date. This calculated fair
value is then expensed uniformly over the vesting period. For PSUs granted during the respective periods presented, the inputs to the
Monte Carlo model included the following:
| Six Months Ended | ||
|---|---|---|
| June 30, 2026 | June 30, 2025 | |
| Risk-free rate of interest | 3.8% | 3.8% |
| Volatility(a) | 47% | 42% |
| Correlation with comparator group range | 0.002 - 0.47 | 0.14 - 0.33 |
(a)Volatility utilizes the historical volatility for the Company’s share price.
Share-Based Compensation Expense
The following table presents the share-based compensation expense for the respective periods presented:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (In thousands) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| RSUs | $3,563 | $1,663 | $6,767 | $2,717 |
| PSUs | 1,330 | 872 | 2,573 | 1,643 |
| ESPP | 13 | 17 | 40 | 17 |
| Total share-based compensation expense | $4,906 | $2,552 | $9,380 | $4,377 |
Note 9 - Asset Retirement Obligations
The Company records a liability for the present value of the estimated future retirement costs associated with its natural gas and oil
properties. Additionally, the Company records a liability for the future retirement costs of its production facilities and pipelines when
required by contract, statute, or legal obligation. For thesix months ended June 30, 2026, no state contractual agreements or statutes
related to production facilities and pipelines are expected to impose material obligations on the Company.
In estimating the present value of future retirement costs for its natural gas and oil properties, the Company considers several factors,
including the number and state jurisdictions of wells, current retirement costs by state and well type, and the Company’s retirement
plan, which is based on state requirements and the Company’s capacity to retire wells over their productive lives. The Company’s
assumptions are grounded in the current economic environment and are believed to provide a reasonable basis for estimating the future
liability. However, actual retirement costs will ultimately depend on future market prices at the time the retirement services are
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performed. Additionally, the timing of retirement will vary based on when the fields cease to produce economically, which is
influenced by future natural gas and oil prices and the retirement schedule. These factors are inherently uncertain.
The Company incorporates annual inflationary cost increases into its current cost expectations and then discounts the resulting cash
flows using a credit-adjusted risk-free discount rate.
The components of the change in our asset retirement obligations are detailed below for the period presented:
| Six Months Ended | |
|---|---|
| (In thousands) | June 30, 2026 |
| Balance at beginning of period | $888,698 |
| Additions(a) | 33,230 |
| Accretion expense | 26,729 |
| Asset retirement costs | (12,875) |
| Disposals(b) | (25,868) |
| Revisions | (3,519) |
| Balance at end of period | $906,395 |
| Less: Current asset retirement obligations | 25,441 |
| Noncurrent asset retirement obligations | $880,954 |
(a)Additions primarily relate to the Sheridan acquisition.
(b)Disposals primarily relate to the Barnett assets divestiture.
Note 10 - Borrowings
The Company’s borrowings consist of the following amounts (in thousands) as of the date presented:
| Instrument | Interest Rate | June 30, 2026 |
|---|---|---|
| Credit Facility | 6.88%(a) | 195,300 |
| ABS VIII Notes | 7.28% | 526,158 |
| ABS IX Notes | 6.89% | 63,265 |
| ABS X Notes | 7.07% | 457,830 |
| ABS XI Notes | 6.61% | 359,944 |
| ABS XII Notes | 6.29% | 838,746 |
| Nordic Bonds | 9.75% | 500,000 |
| Other miscellaneous borrowings(b) | 37,486 | |
| Total borrowings | $2,978,729 | |
| Less: Current portion of long-term debt | (107,140) | |
| Less: Deferred financing costs | (37,579) | |
| Less: Original issue discounts | (10,553) | |
| Total noncurrent borrowings, net | $2,823,457 |
(a)Represents a variable interest rate based on utilization.
(b)Includes$20 million in notes payable issued by a third party financial institution in November 2024, collateralized bytwo natural
gas processing plants and various natural gas compressors and related support equipment in the Central Region, as of June 30,
Credit Facility
The Company maintains a Credit Facility with a lending syndicate, the borrowing base for which is redetermined semi-annually or in
certain other situations as described therein. The Company’s wholly owned subsidiary, DP RBL Co LLC, serves as the borrower
under the Credit Facility. The borrowing base is primarily determined by the value of the natural gas and oil properties that serve as
collateral for the lending arrangement, and it may fluctuate due to changes in collateral, which can result from acquisitions or the
establishment of ABS, term loans, or other lending structures.
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As of June 30, 2026, the Company’s Credit Facility had a borrowing base of$900 million anda maturity of March 2029. The Credit
Facilityhas an interest rate of SOFR plus an additional spread ranging from 2.75% to 3.75% based on utilization. Interest payments on
the Credit Facility are paid on a quarterly basis. Available borrowings under the Credit Facility were $669 million as of June 30, 2026,
which excludes $35 million in letters of credit issued to certain vendors.
ABS IV Notes
In February 2022, the Company formed Diversified ABS IV LLC (“ABS IV”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue asset-backed securities with a total principal amount of$160 million at par (the “ABS IV Notes”). The ABS IV
Notes were secured by a portion of the upstream producing assets acquired through the Blackbeard acquisition. The ABS IV Notes
had an annual interest rate of 4.95% and alegal final maturity date of February 2037. Both interest and principal payments on the ABS
IV Notes were made on a monthly basis.
In June 2026, the ABS IV Notes were repaid and retired from the Company’s outstanding debt in connection with the Company’s
divestiture of its Barnett assets.
ABS VI Notes
In October 2022, the Company formed Diversified ABS VI LLC (“ABS VI”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue, jointly with Oaktree Capital Management, L.P. (“Oaktree”), asset-backed securities with a total principal amount
of$460 million. The Company’s share amounted to$236 million before fees, reflecting its 51.25% ownership interest in the collateral
assets (the “ABS VI Notes”). The ABS VI Notes were issued at a 2.63% discount and were primarily secured by the upstream assets
jointly acquired with Oaktree in the Tapstone acquisition. The Company recorded its proportionate share of the ABS VI Notes in its
Condensed Consolidated Balance Sheets. In June 2024, as part of the Oaktree acquisition, the Company assumed Oaktree’s
proportionate debt of$133 million associated with the ABS VI Notes.
The ABS VI Notes carried an annual interest rate of 7.50% and had a legal final maturity date of November 2039. Both interest and
principal payments on the ABS VI Notes were made on a monthly basis.
In May 2026, the ABS VI Notes were repaid and retired from the Company’s outstanding debt in connection with the issuance of the
ABS XII Notes (as defined below).
ABS VIII Notes
In May 2024, the Company formed Diversified ABS VIII LLC (“ABS VIII”), a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary, to issue Class A-1 and Class A-2 asset-backed securities (the “Class A-1 ABS VIII Notes,” “Class A-2 ABS VIII Notes,”
and collectively the “ABS VIII Notes”). The Class A-1 Notes were issued with a total principal amount of$400 million, while the
Class A-2 ABS VIII Notes were issued with a total principal amount of$210 million. The proceeds from these issuances were used to
repay the outstanding principal of the ABS III & ABS V notes, effectively retiring those notes from the Company’s outstanding debt.
Consequently, ABS III and ABS V were dissolved. The ABS VIII Notes are secured by the collateral that previously secured the ABS
III and ABS V notes, which includes certain upstream producing and midstream assets in the Appalachian Region owned by the
Company, and the remaining upstream assets in the Appalachian Region that were not securitized by previous ABS transactions.
The Class A-1 ABS VIII Notes carry an annual interest rate of 7.076%, while the Class A-2 ABS VIII Notes carry an annual interest
rate of 7.670%. These notes have an anticipated repayment date of May 2029 and a legal final maturity date of May 2044. Both
interest and principal payments on the ABS VIII Notes are made on a monthly basis.
ABS VIII is required to allocate 25% to 100% of any excess cash flow towards additional principal payments. Specifically, (a) (i) if
the debt service coverage ratio (the “DSCR”) is below 1.45 to 1.00, then 100%, (ii) if the DSCR is between 1.45 to 1.00 and 1.50 to
1.00, then 50%, or (iii) if the DSCR is at least 1.50 to 1.00, then 25%; (b) if the production tracking rate is below 80%, then 100%,
otherwise 25%; or (c) if the loan-to-value ratio (“LTV”) exceeds 75%, then 100%, otherwise 25%.
ABS IX Notes
In June 2024, the Company formed DP Mustang Holdco LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary (“ABS
IX,” formerly “ABS Facility Warehouse”), to secure a bridge loan facility (the “ABS Facility Warehouse Notes”). The initial draw on
the ABS Facility Warehouse Notes amounted to$71 million, which included$66 million in net proceeds,$3 million in restricted cash
interest reserve, and$2 million in debt issuance costs. The ABS Facility Warehouse Notes were secured by certain producing assets
that previously collateralized the Credit Facility. It carried an interest rate of SOFR plus an additional 3.75% and had a legal final
maturity date of May 2029. Both interest and principal payments on the ABS Facility Warehouse Notes were made on a monthly
basis.
In September 2024, the Company issued Class A and Class B asset-backed securities (the “Class A ABS IX Notes,” “Class B ABS IX
Notes,” and collectively the “ABS IX Notes”) with a total principal amount of$77 million. The Class A ABS IX Notes were issued
with a total principal amount of$71 million, while the Class B ABS IX Notes were issued with a total principal amount of$6 million.
The proceeds from these issuances were used to repay the outstanding principal of the ABS Facility Warehouse Notes, effectively
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retiring it from the Company’s outstanding debt and resulting in a loss on the early retirement of debt amounting to$2 million. The
Class A ABS IX Notes carry an annual interest rate of 6.555% and have an anticipated repayment date of September 2029 and a legal
final maturity date of September 2044. The Class B ABS IX Notes carry an annual interest rate of 11.235%. Both interest and
principal payments on the ABS IX Notes are made on a monthly basis.
ABS IX is required to allocate 25% to 100% of any excess cash flow towards additional principal payments. Specifically, (a) (i) if the
DSCR at the applicable payment date is below 1.45 to 1.00, then 100%, (ii) if the DSCR is between 1.45 to 1.00 and 1.55 to 1.00, then
50%, or (iii) if the DSCR is at least 1.55 to 1.00, then 25%; (b) if the production tracking rate is below 80%, then 100%, otherwise
25%; (c) if the LTV exceeds 75%, then 100%, otherwise 25%; or (d) if past the anticipated repayment date, then 100%, otherwise
25%. In addition, while the Class A Notes remain outstanding, the Class B Notes receive a minimum allocation of 14% of the excess
cash flow remaining after the payments ranking senior to them.
ABS X Notes
In February 2025, the Company formed Diversified ABS Phase X LLC, a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary (“ABS X”), to issue Class A-1, Class A-2, and Class B asset-backed securities (the “Class A-1 ABS X Notes,” “Class A-2
ABS X Notes,” “Class B ABS X Notes,” and collectively the “ABS X Notes”) with a total principal amount of$530 million. The
Class A-1 ABS X Notes were issued with a total principal amount of$200 million. The Class A-2 ABS X Notes were issued with a
total principal amount of$240 million. The Class B ABS X Notes were issued with a total principal amount of$90 million. The
proceeds from these issuances were used to repay the outstanding principal of the ABS I Notes, ABS II Notes, and Term Loan I,
effectively retiring those notes from the Company’s outstanding debt. The ABS X Notes are secured by certain upstream producing
assets in the Appalachian Region owned by the Company, including those that previously collateralized the ABS I Notes, ABS II
Notes, and Term Loan I. Excess proceeds from the issuance of the Notes were used to fund the Summit acquisition and for general
corporate purposes. Refer to Note 2 for additional information regarding acquisitions.
The Class A-1 ABS X Notes carry an annual interest rate of 5.945%. The Class A-2 ABS X Notes carry an annual interest rate of
6.751%. The Class B ABS X Notes carry an annual interest rate of 10.398%. These notes have an anticipated repayment date of
February 2030 and a legal final maturity date of February 2045. Both interest and principal payments on the ABS X Notes are made
on a monthly basis.
ABS Xis required to allocate 32.5% to 100% of any excess cash towards additional principal payments. Specifically, (a) (i) if the
DSCR as of the applicable payment date is below 1.45 to 1.00, then 100%, (ii) if the DSCR is between 1.45 to 1.00 and 1.55 to 1.00,
then 50%, or (iii) if the DSCR is at least 1.55 to 1.00, then 32.5%; (b) if the production tracking rate is below 80%, then 100%,
otherwise 32.5%; (c) if the LTV exceeds 80%, then 100%, and (ii) if the LTV exceeds 75% but is not more than 80%, then 50%,
otherwise 32.5%; or (d) if the aggregate LTV exceeds 90%, then 100%. In addition, while the Class A Notes remain outstanding, the
Class B Notes receive a minimum allocation of 15% of the excess cash flow remaining after the payments ranking senior to them.
ABS Maverick Notes
In February 2025, the Company formed Maverick ABS Holdings LLC, a limited-purpose, bankruptcy-remote, wholly-owned
subsidiary (“ABS Maverick”), to hold the Class A-1, Class A-2, and Class B asset-backed securities (the “Class A-1 ABS Maverick
Notes,” “Class A-2 ABS Maverick Notes,” “Class B ABS Maverick Notes,” and collectively the “ABS Maverick Notes”) assumed as
part of the Maverick acquisition. These Notes had a total principal amount of$640 million upon issuance. The Class A-1 ABS
Maverick Notes were issued with a total principal amount of$285 million. The Class A-2 ABS Maverick Notes were issued with a
total principal amount of$260 million. The Class B ABS Maverick Notes were issued with a total principal amount of$95 million.
Upon acquisition, the ABS Maverick Notes carried a 1.6% market premium and were secured by certain upstream producing assets in
the Western Anadarko Basin acquired in the Maverick acquisition. Refer to Note 2 for additional information regarding acquisitions.
The Class A-1 ABS Maverick Notes had an annual interest rate of 8.121%. The Class A-2 ABS Maverick Notes had an annual interest
rate of 8.946%. The Class B ABS Maverick Notes had an annual interest rate of 12.436%. These notes had a legal final maturity date
of December 2038. Both interest and principal payments on the ABS Maverick Notes were made on a monthly basis.
In May 2026, the ABS Maverick Notes were repaid and retired from the Company’s outstanding debt in connection with the issuance
of the ABS XII Notes (as defined below).
ABS XI Notes
In November 2025, the Company formed DP Keeneland Mile LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary
(“ABS XI”), to issue Class A-1, Class A-2, and Class B asset-backed securities (the “Class A-1 ABS XI Notes,” “Class A-2 ABS XI
Notes,” “Class B ABS XI Notes,” and collectively the “ABS XI Notes”) with a total principal amount of$400 million. The Class A-1
ABS XI Notes were issued with a total principal amount of$247 million. The Class A-2 ABS XI Notes were issued with a total
principal amount of$91 million. The Class B ABS XI Notes were issued with a total principal amount of$62 million. The proceeds
from this issuance were used to fund, in part, the Canvas acquisition and are secured by certain upstream producing assets acquired.
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The Class A-1 ABS XI Notes carry an annual interest rate of 5.757%. The Class A-2 ABS XI Notes carry an annual interest rate of
6.547%. The Class B ABS XI Notes carry an annual interest rate of 10.129%. These notes have an anticipated repayment date of
November 2030 and a legal final maturity date of November 2045. Both interest and principal payments on the ABS XI Notes are
made on a monthly basis.
ABS XIis required to allocate 33% to 100% of any excess cash flow towards additional principal payments. Specifically, (a) (i) if the
DSCR is below 1.15 to 1.00, then 100%, (ii) if the DSCR is between 1.15 to 1.00 and 1.45 to 1.00, then 50%, or (iii) if the DSCR is at
least 1.45 to 1.00, then 33%; (b) if the production tracking rate is below 80%, then 100%, otherwise 33%; or (c) if the LTV exceeds
75%, then 100%, otherwise 33%. In addition, while the Class A Notes remain outstanding, the Class B Notes receive a minimum
allocation of 17.5% of the excess cash flow remaining after the payments ranking senior to them.
ABS XII Notes
In May 2026, the Company formed DP Red River LLC, a limited-purpose, bankruptcy-remote, wholly-owned subsidiary (“ABS
XII”), to issue Class A-1 and Class A-2 asset-backed securities (the “Class A-1 ABS XII Notes,” “Class A-2 ABS XII Notes,” and
collectively the “ABS XII Notes”) with a total principal amount of$850 million. The Class A-1 ABS XII Notes were issued with a
total principal amount of$590 million. The Class A-2 ABS XII Notes were issued with a total principal amount of$260 million. The
proceeds from this issuance were used to repay the outstanding principal of the ABS Maverick Notes and ABS VI Notes, pay any
related premiums, fees, and expenses and for general corporate purposes. The ABS XII Notes are secured by specific upstream
producing assets in the Western Anadarko Basin that previously collateralized the ABS Maverick Notes and ABS VI Notes.
The Class A-1 ABS XII Notes carry an annual interest rate of 6.016%. The Class A-2 ABS XII Notes carry an annual interest rate of
6.910%. These notes have an anticipated repayment date of May 2031 and a legal final maturity date of May 2046. Both interest and
principal payments on the ABS XII Notes are made on a monthly basis.
ABS XII is required to allocate 45% to 100% of any excess cash flow towards additional principal payments. Absent a performance
trigger, the required allocation is 45% for the first 24 months following closing,55% for months 25 through 36, and 60% thereafter, in
each case increased by 10 percentage points if the DSCR is below 1.75 to 1.00. The allocation increases to 100% if (a) the DSCR is
below 1.45 to 1.00, (b) the production tracking rate is below 85%, (c) the LTV is at or above 85% during the first 36 months following
closing,80% during months 37 through 48, or 75% thereafter, or (d) a rapid amortization event has occurred and is continuing.
Nordic Bonds
In April 2025, the Company issued the Nordic Bonds, consisting of$300 million of new senior secured notes in the Nordic bond
market at a 2% discount, resulting in net proceeds of$294 million (the “Nordic Bonds”). The proceeds were used to repay existing
indebtedness and for general corporate purposes. The Nordic Bonds mature in April 2029 and bear interest at a fixed rate of 9.75% per
annum, payable semi-annually in arrears. The Bonds are secured by (i) all of the Company’s U.S. bank accounts, (ii) the equity
interests in Diversified Gas and Oil Company (“DGOC”) as well as DGOC’s equity interests in its direct operating subsidiaries and
(iii) interests in certain intercompany loans.
The Nordic Bonds were listed for trading on the Oslo Stock Exchange in October 2025.
In February 2026, the Company completed a$200 million tap-on offering, increasing the aggregate principal amount of the
outstanding Nordic Bonds to$500 million. The additional Bonds were issued at a 3.5% discount, resulting in net proceeds of$193
million before transaction costs and other fees. The proceeds were used for general corporate purposes. The additional Nordic Bonds
were listed for trading on the Oslo Stock Exchange in July 2026.
Early Retirement of Debt
In February 2025, the Company used proceeds from the ABS X Notes to repay the outstanding principal of the ABS I & II notes and
Term Loan I (each as previously defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025),
thereby retiring the ABS I & II notes and Term Loan I from the Company’s outstanding debt and resulting in a loss on the early
retirement of debt of$27 million. Concurrently, Diversified ABS Holdings LLC, Diversified ABS Phase II Holdings LLC, and DP
Bluegrass Holdings LLC were dissolved. The ABS X Notes are secured by the collateral previously securing the ABS I & II notes,
along with a portion of the collateral previously securing Term Loan I.
In March 2025, the Company used proceeds from the upsized borrowing base on the amended and restated credit agreement governing
the Credit Facility to repay the outstanding principal on Term Loan II (as previously defined in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2025), thereby retiring Term Loan II from the Company’s outstanding debt and resulting
in a loss on the early retirement of debt of$0.2 million.
In May 2026, the Company used proceeds from the ABS XII Notes to repay the outstanding principal of the ABS Maverick Notes and
on the early retirement of debt of$21 million. Concurrently, Maverick ABS Holdings LLC and Diversified ABS VI LLC were
dissolved. The ABS XII Notes are secured by the collateral previously securing the ABS Maverick Notes and ABS VI Notes.
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In June 2026, the Company used proceeds from the Barnett assets divestiture to repay the outstanding principal of the ABS IV Notes,
thereby retiring the ABS IV Notes from the Company’s outstanding debt and resulting in a loss on the early retirement of debt of
$2 million. Concurrently, Diversified ABS IV LLC was dissolved.
Debt Covenants
Credit Facility
The Credit Facility contains certain customary representations and warranties and affirmative and negative covenants, including
covenants relating to: maintenance of books and records; financial reporting and notification; compliance with laws; maintenance of
properties and insurance; and limitations on incurrence of indebtedness, liens, fundamental changes, international operations, asset
sales, making certain debt payments and amendments, restrictive agreements, investments, restricted payments and hedging. The
restricted payment provision governs the Company’s ability to make discretionary payments such as dividends, share repurchases, or
other discretionary payments. DP RBL Co LLC must comply with the following restricted payments test in order to make
discretionary payments (i) leverage is less than 1.5 x and borrowing base availability is >20%, or (ii) leverage is between 1.5 x and
2.0 x, free cash flow must be positive, and borrowing base availability must be >20%; and (iii) when leverage exceeds 2.0 x, restricted
payments are prohibited.
Additional covenants require DP RBL Co LLC to maintain a ratio of total debt to EBITDAX of not more than 3.25 to 1.00 and a ratio
of current assets (with certain adjustments) to current liabilities of not less than 1.00 to 1.00 as of the last day of each fiscal quarter.
As of June 30, 2026, the Company wasin compliance with all covenants for its Credit Facility.
ABS VIII, IX, X, XI, and XII Notes (Collectively, the “ABS Notes”) and the Nordic Bonds
The ABS Notes and Nordic Bonds are governed by a series of covenants and restrictions typical for such transactions, including (i) the
requirement for the issuer to maintain specified reserve accounts to ensure the payment of interest on the ABS Notes and Nordic
Bonds, (ii) provisions for optional and mandatory prepayments, specified make-whole payments under certain conditions, (iii)
covenants related to recordkeeping, access to information and similar matters, and (iv) compliance with allapplicable laws and
regulations.
The ABS Notes have an anticipated repayment date, which occur between May 2029 and May 2031, that precedes their legal final
maturity date. The Company currently expects to repay or refinance each such series on or prior to its anticipated repayment date.
If a series of ABS Notes is not repaid or refinanced by its anticipated repayment date, an accelerated amortization event occurs under
the applicable indenture. In that event, substantially all cash flow generated by the assets securing that series, after payment of senior
fees, hedge amounts, interest and scheduled principal, is applied to repay principal of that series and is not available for distribution to
the Company, and an additional amount accrues on the outstanding notes of that series at a rate of 2% per annum above the applicable
stated interest rate. The failure to repay a series of ABS Notes on its anticipated repayment date is not an event of default under the
applicable indenture, and does not accelerate, or constitute a default under, any other series of ABS Notes, the Credit Facility or the
Nordic Bonds.
The ABS Notes and Nordic Bonds are also subject to customary accelerated amortization events as outlined in the agreements
governing such indebtedness. These events may include failure to maintain specified debt service coverage or loan to value ratios,
failure to meet certain production metrics, certain change of control and management services agreement termination events, and non-
compliance with hedging requirements, as applicable.
The ABS Notes and Nordic Bonds are subject to customary events of default, which may include, as applicable, non-payment of
required interest, principal, or other amounts due, failure to comply with covenants within specified time frames, certain bankruptcy
events, breaches of specified representations and warranties, failure of security interests to be effective, and failure of the indebtedness
to be redeemed upon a change in control event.
Additionally, the Nordic Bonds contain the following financial covenants (i) the leverage ratio shall not exceed 3.5 x, (ii) the asset
coverage ratio shall not be less than 1.20 to 1.00, (iii) book equity shall not be less than$500 million, and (iv) liquidity shall not be
less than 25% of the outstanding bonds.
As of June 30, 2026, the Company wasin compliance with all covenants related to the ABS Notes and Nordic Bonds.
Future Maturities
The table below represents the Company’s future maturities of its total borrowings as of June 30, 2026, excluding deferred financing
costs, premiums, and discounts, and does not reflect the effect of the anticipated repayment dates of the ABS Notes, which occur
between May 2029 and May 2031:
| (in thousands) | Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total debt |
|---|---|---|---|---|---|---|---|
| Debt maturity | $66,171 | $97,462 | $91,520 | $784,535 | $163,172 | $1,775,869 | $2,978,729 |
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The table details the Company’s interest expense for each of the periods presented:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (In thousands) | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 |
| Interest incurred | ||||
| Borrowings | $62,437 | $57,413 | $125,944 | $100,107 |
| Other | 289 | 381 | 1,030 | 625 |
| Total interest incurred | 62,726 | 57,794 | 126,974 | 100,732 |
| Less: Capitalized interest | (1,415) | (1,664) | (2,251) | (1,890) |
| Interest expense | $61,311 | $56,130 | $124,723 | $98,842 |
Fair Value
The table below represents the fair value of the Company’s debt structures for the date presented:
| As of | |
|---|---|
| (in thousands) | June 30, 2026 |
| Credit Facility(a) | $195,300 |
| ABS notes(b) | 2,263,951 |
| Nordic Bonds(b) | 507,921 |
| Other miscellaneous borrowings(a) | 37,486 |
| Total fair value of outstanding debt | $3,004,658 |
(a)Carrying value approximates fair value.
(b)Fair values are measured using a market approach, based upon market rates, which are Level 2 inputs.
Note 11 - Fair Value
The fair value of an asset or liability is defined as the price that would be received for an asset or paid to transfer a liability in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use
of unobservable inputs. To determine fair value, the Company applies a hierarchy that consists of three input levels. The first and
second levels are regarded as observable, while the third is categorized as unobservable. These input levels may be utilized in the
measurement of fair value as outlined below:
| Level 1: | Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. |
|---|---|
| Level 2: | Inputs (other than quoted prices included in Level 1) can include the following: |
(1) Observable prices in active markets for similar assets or liabilities;
(2) Prices for identical assets or liabilities in markets that are not active;
(3) Directly observable market inputs for substantially the full term of the asset or liability; and
(4) Market inputs that are not directly observable but are derived from or corroborated by observable market data.
| Level 3: | Unobservable inputs which reflect the Company’s best estimates of what market participants would use in pricing the asset or liability at the measurement date. |
|---|
There were no transfers between fair value levels for thethree months ended June 30, 2026.
Recurring Fair Value Measurements
Derivatives
The Company measures the fair value of its derivatives in accordance with ASC 820, Fair Value Measurement, utilizing valuation
models that incorporate observable market inputs whenever available. These inputs typically include contractual terms, current market
prices, forward price curves for natural gas, liquids, and oil, relevant interest rate yield curves (such as U.S. Treasury and SOFR), and
volatility factors.
Derivatives are classified within the fair value hierarchy based on the observability of the inputs used in the valuation. The Company’s
fixed price swaps are classified as Level 2 and are valued using third-party discounted cash flow models, which rely on NYMEX
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futures for natural gas and oil derivatives and OPIS forward curves for NGL derivatives. Interest rate derivatives, also classified as
Level 2, are valued using discounted cash flow models that incorporate contracted notional amounts, market-quoted SOFR yield
curves, and credit-adjusted risk-free rates.
Options, including call options, put options, and collars, are classified as Level 2 and valued using the Black-Scholes option pricing
model. This model incorporates contract terms such as maturity, market parameters including NYMEX and OPIS futures, interest
rates, volatility, and counterparty credit risk. Volatility and other significant inputs are obtained from independent third-party pricing
sources and are subject to monthly verification.
Basis swaps are classified as Level 2 and are valued using third-party models based on forward commodity price curves.
Changes in key inputs, such as volatility, may result in changes to the fair value measurement of the Company’s derivatives.
Assets and liabilities measured at fair value on a recurring basisfor the date presented:
| As of June 30, 2026 | |||
|---|---|---|---|
| (in thousands) | Level 1 | Level 2 | Level 3 |
| Assets | |||
| Derivatives | — | 121,498 | — |
| Liabilities | |||
| Derivatives | — | (516,391) | — |
| Total net assets (liabilities) | $— | $(394,893) | $— |
Nonrecurring Fair Value Measurements
Impairment of Proved Natural Gas & Oil Properties
When impairment occurs, the Company estimates the fair value of the impaired proved natural gas and oil properties through a
discounted cash flow method, which incorporates Level 3 inputs that are not directly observable.
Business combinations
The Company assesses the value of acquired proved properties using an income-based approach as of the acquisition date. This
method is classified as a Level 3 fair value estimate due to its reliance on key assumptions, such as anticipated production volumes,
future commodity pricing, operating costs, weighted average cost of capital (the discount rate) and risk adjustments tailored to the
reserve classification.
Financial Instruments Not Measured at Fair Value
The carrying values of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued liabilities, and
other current liabilities approximate fair value due to the highly liquid or short-term nature. The Company’s Credit Facility (see Note
- has a recorded value that approximates fair market value, as it bears interest at a floating rate that approximates a current market
rate.
Note 12 - Commitments & Contingencies
Delivery Commitments
We have contractually agreed to deliver firm quantities of natural gas to various customers, which we expect to fulfill with production
from existing reserves. To ensure we meet these commitments, we regularly monitor our proved developed reserves.
The following table summarizes our total undiscounted commitments, compiled using best estimates based on our sales strategy, as of
June 30, 2026.
| Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |
|---|---|---|---|---|---|---|---|
| Natural gas (MMcf) | 173,739 | 111,254 | 68,212 | 54,584 | 54,584 | 1,013,206 | 1,475,579 |
Litigation and Regulatory Proceedings
The Company is involved in various pending legal issues that have arisen in the ordinary course of business. The Company accrues for
litigation, claims, and proceedings when a liability is both probable and the amount can be reasonably estimated. As of June 30, 2026,
the Company didnot have any material amounts accrued related to litigation or regulatory matters.
For any matters not accrued for, it is not possible to estimate the amount of any additional loss or range of loss that is reasonably
possible. However, based on the nature of the claims, management believes that current litigation, claims, and proceedings are not,
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individually or in aggregate, after considering insurance coverage and indemnification, likely to have a material adverse impact on the
Company’s financial position, results of operations, or cash flows.
The Company has no other contingent liabilities that would have a material impact on the Company’s financial position, results of
operations, or cash flows.
Environmental Matters
The Company’s operations are subject to environmental laws and regulations in all the jurisdictions where it operates, and the
Company was in material compliance as of June 30, 2026. However, the Company is unable to predict the impact of additional
environmental laws and regulations that may be adopted in the future, including whether they would adversely affect its operations.
The Company can offer no assurance regarding the significance or cost of compliance associated with any new environmental
legislation or regulation once implemented.
Note 13 - Supplemental Cash Flow Information
The following table summarizes supplemental cash flow information as follows:
| Six Months Ended | ||
|---|---|---|
| (in thousands) | June 30, 2026 | June 30, 2025 |
| Supplemental cash flow information: | ||
| Cash paid for interest | $118,072 | $88,202 |
| Cash paid for income taxes | 7,808 | 1,334 |
| Cash paid for amounts included in the measurement of operating lease liabilities | 4,692 | 2,115 |
| Cash paid for amounts included in the measurement of finance lease liabilities | 12,276 | 8,175 |
| Supplemental disclosure of non-cash transactions: | ||
| Issuance of common stock for acquisitions | $— | $253,271 |
| Additions to asset retirement obligations | 33,230 | 127,430 |
| Right-of-use assets obtained in exchange for operating lease liabilities | 32,368 | 27,031 |
| Right-of-use assets obtained in exchange for finance lease liabilities | 11,953 | 21,578 |
Cash paid for amounts included in the measurement of operating lease liabilities represents total lease payments made during the
period. For finance leases, cash paid for amounts included in the measurement of lease liabilities represents the principal portion of
lease payments. Interest paid on finance leases is included in cash paid for interest.
Note 14 - Subsequent Events
Acquisitions
On July 2, 2026, the Company completed the previously announced acquisition of the equity interests of certain affiliates of Camino
Natural Resources, LLC (“Camino”)that owned certain producing properties and undeveloped acreage for a gross purchase price of
approximately$1.2 billion before customary purchase price adjustments.
Simultaneously with the closing of the acquisition, the producing properties were contributed to an indirect subsidiary of a newly
formed special purpose vehicle (“SPV”), and the Company entered into an agreement with funds and accounts managed by Carlyle
Global Credit Investment Management, LLC (“Carlyle”) pursuant to which the Company and Carlyle hold 40% and 60% of the equity
interests in the SPV, respectively. Carlyle contributed$82 million and the Company contributed$55 million in exchange for their
respective equity interests in the SPV. The Company retained 100% ownership in the undeveloped acreage.
The acquisition of the producing properties was funded by$895 million of ABS notes issued by the SPV and collateralized by the
producing properties, together with the equity contributions of the Company and Carlyle described above. The Company’s acquisition
of the undeveloped acreage, for approximately$170 million, was funded by cash on hand and borrowings under the Company’s Credit
Facility.
Dividends
In August 2026, the Company’s Board of Directors declared a cash dividend on the Company’s common stock in the amount of$0.29
per share. The dividend is payable on December 31, 2026 to stockholders of record as of the close of business on December 2, 2026.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.