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What changed in Chord Energy Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Chord Energy Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+537 added−730 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Chord Energy Corp's 2025 10-K

537 paragraphs added · 730 removed · 450 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

157 edited+22 added−184 removed106 unchanged
Biggest changeWe expect to return a certain percentage of adjusted free cash flow (“Adjusted FCF”) each quarter, with the targeted percentage based on free cash flow generated during the previous quarter and projected leverage under the following framework: • Below 0.5x leverage: 75%+ of Adjusted FCF • Below 1.0x leverage: 50%+ of Adjusted FCF • >1.0x leverage: Base dividend+ ($5.20 per share annualized) The variable dividend will be calculated using the framework noted above to establish the minimum percentage of free cash flow to be returned less share repurchases completed during the quarter and the base dividend. • Financial strength.
Biggest changeWe plan to return capital through the base dividend payout, supplemented by opportunistic share repurchases and variable dividends. 9 Table of Content s We expect to return a certain percentage of adjusted free cash flow (“Adjusted FCF”) each quarter, with the targeted percentage based on free cash flow generated during the previous quarter and projected leverage (defined as the ratio of (i) the sum of our aggregate outstanding debt, less cash and cash equivalents held as of the balance sheet date, to (ii) our estimated earnings before interest, taxes, depreciation and amortization for the next twelve months at $65/Bbl WTI and $3/MMBtu Henry Hub, excluding the impact of commodity derivative instruments) under the following framework: • Below 0.5x leverage: 75%+ of Adjusted FCF • Below 1.0x leverage: 50%+ of Adjusted FCF • >1.0x leverage: Base dividend+ ($5.20 per share annualized) • Financial strength.
Our management team is focused on maintaining a solid risk management process to preserve our strong balance sheet and protect our cash generation capabilities. Recognizing the oil and gas industry is cyclical, our business is designed to navigate challenging environments while preserving sufficient liquidity in an effort to be opportunistic in low commodity price cycles.
Our management team is focused on maintaining a solid risk management process to preserve a strong balance sheet and protect our cash generation capabilities. Recognizing the oil and gas industry is cyclical, our business is designed to navigate challenging environments while preserving sufficient liquidity in an effort to be opportunistic in low commodity price cycles.
Such seasonal anomalies can also pose challenges for meeting our drilling objectives and may increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages and increase costs or delay or temporarily halt our operations. Regulation Our E&P operations are substantially affected by federal, tribal, regional, state and local laws and regulations.
Such seasonal anomalies can also pose challenges for meeting our drilling objectives and may increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages and increase costs or delay or temporarily halt our operations. Regulation Our E&P operations are substantially affected by extensive federal, tribal, regional, state and local laws and regulations.
Our mission is to responsibly produce hydrocarbons while exercising capital discipline, operating efficiently, improving continuously and providing a rewarding environment for our employees. We are ideally positioned to generate strong free cash flow and enhance return of capital, while being responsible stewards of the communities and environment where we operate.
Our mission is to responsibly produce hydrocarbons while exercising capital discipline, operating efficiently, improving continuously and providing a fun and rewarding environment for our employees. We are ideally positioned to generate strong free cash flow and enhance return of capital, while being responsible stewards of the communities and environment where we operate.
Obtaining permits has the potential to restrict, delay or cancel the development or expansion of crude oil and natural gas projects. Over the next several years, we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions-related issues.
Obtaining permits has the potential to restrict, delay or cancel the development or expansion of crude oil and natural gas projects. Over the next several years, we may be required to incur capital expenditures for air pollution control equipment or other air emissions-related issues.
However, with regard to our physical sales of energy commodities, we are required to observe anti-market manipulation laws and related regulations enforced by FERC and/or the Commodity Futures Trading Commission (“CFTC”) and the Federal Trade Commission (“FTC”).
With regard to our physical sales of energy commodities, we are required to observe anti-market manipulation laws and related regulations enforced by FERC and/or the Commodity Futures Trading Commission (“CFTC”) and the Federal Trade Commission (“FTC”).
Demand is impacted by general economic conditions, access to markets, weather and other seasonal conditions, including hurricanes and tropical storms. Over or under supply of crude oil, NGLs or natural gas can result in substantial price volatility. Historically, commodity prices have been volatile, and we expect that volatility to continue in the future. Please see “Item 1A.
Demand is impacted by general economic conditions, access to markets, weather and other seasonal conditions, including hurricanes and tropical storms. Over or under supply of crude oil, NGL or natural gas can result in substantial price volatility. Historically, commodity prices have been volatile, and we expect that volatility to continue in the future. Please see “Item 1A.
As of December 31, 2024, substantially all of our gross operated crude oil and natural gas production was connected to gathering systems. In addition, from time to time we may enter into third-party purchase and sales transactions to, among other things, improve price realizations, optimize transportation costs, blend to meet pipeline specifications or to cover production shortfalls.
As of December 31, 2025, substantially all of our gross operated crude oil and natural gas production was connected to gathering systems. In addition, from time to time we may enter into third-party purchase and sales transactions to, among other things, improve price realizations, optimize transportation costs, blend to meet pipeline specifications or to cover production shortfalls.
Risk Factors—Risks related to the oil and gas industry and our business—Competition in the oil and gas industry is intense, making it more difficult for us to acquire properties, market crude oil, NGLs and natural gas and secure and retain trained personnel.” In addition, the oil and gas industry as a whole competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers.
Risk Factors—Risks related to the oil and gas industry and our business—Competition in the oil and gas industry is intense, making it more difficult for us to acquire properties, market crude oil, NGL and natural gas and secure and retain trained personnel.” In addition, the oil and gas industry as a whole competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers.
In September 2020, the NDIC revised the gas capture policy to allow several additional exceptions for companies that flare natural gas under certain circumstances, such as gas plant outages or delays in securing a right-of-way for pipeline construction. As of December 31, 2024, we were capturing substantially all of our natural gas production in North Dakota.
In September 2020, the NDIC revised the gas capture policy to allow several additional exceptions for companies that flare natural gas under certain circumstances, such as gas plant outages or delays in securing a right-of-way for pipeline construction. As of December 31, 2025, we were capturing substantially all of our natural gas production in North Dakota.
Any of these actions or new or proposed federal or state policies eliminating support for or restricting the development activities of the oil and gas sector while incentivizing or subsidizing alternative energy sources could reduce demand for our products, increase our operating costs or otherwise have an adverse impact on our financial performance.
Any new or proposed federal or state policies eliminating support for or restricting the development activities of the oil and gas sector while incentivizing or subsidizing alternative energy sources could reduce demand for our products, increase our operating costs or otherwise have an adverse impact on our financial performance.
We expect that our business strategy will continue to provide sizable cash flow generation which will enable us to return capital to our stockholders and continue to pursue acquisitions that add to our inventory, while maintaining a strong balance sheet. We have a return of capital program designed to provide peer-leading, sustainable stockholder returns.
We expect that our business strategy will continue to provide sizable cash flow generation which will enable us to return capital to our stockholders and continue to pursue acquisitions that add to or lengthen our inventory, while maintaining a strong balance sheet. We have a return of capital program designed to provide peer-leading, sustainable stockholder returns.
It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other pollutants into the environment. We generate materials in the course of our operations that may be regulated as hazardous substances.
It is not uncommon for third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other pollutants into the environment. We generate materials in the course of our operations that may be regulated as hazardous substances.
Nevertheless, if new or more stringent federal, state or local legal restrictions or bans relating to the hydraulic fracturing process are adopted in areas where we operate, or in the future plan to operate, we could incur potentially significant added costs to comply with such requirements, experience restrictions, delays or curtailment in the pursuit of exploration, development or production activities and perhaps even be limited or precluded from drilling wells or limited in the volume that we are ultimately able to produce from our reserves.
If new or more stringent federal, state or local legal restrictions or bans relating to the hydraulic fracturing process are adopted in areas where we operate, or in the future plan to operate, we could incur potentially significant added costs to comply with such requirements, experience restrictions, delays or curtailment in the pursuit of exploration, development or production activities and may even be limited or precluded from drilling wells or limited in the volume that we are ultimately able to produce from our reserves.
The effect of derivative settlements includes the gains or losses on commodity derivatives for contracts ending within the periods presented. Acreage The following table sets forth certain information regarding the developed and undeveloped acreage in which we own a working interest as of December 31, 2024.
The effect of derivative settlements includes the gains or losses on commodity derivatives for contracts ending within the periods presented. Acreage The following table sets forth certain information regarding the developed and undeveloped acreage in which we own a working interest as of December 31, 2025.
While we were satisfying the applicable gas capture percentage goals as of December 31, 2024, there is no assurance that we will remain in compliance in the future or that such future satisfaction of such goals will not have a material adverse effect on our business and results of operations.
While we were satisfying the applicable gas capture percentage goals as of December 31, 2025, there is no assurance that we will remain in compliance in the future or that such future satisfaction of such goals will not have a material adverse effect on our business and results of operations.
As of December 31, 2024, we had five operated rigs running, and we expect to run four to five operated rigs during the majority of 2025. Description of properties As of December 31, 2024, our operations were focused in the North Dakota and Montana areas of the Williston Basin targeting the Middle Bakken and Three Forks formations.
As of December 31, 2025, we had four operated rigs running, and we expect to run four to five operated rigs during the majority of 2026. Description of properties As of December 31, 2025, our operations were focused in the North Dakota and Montana areas of the Williston Basin targeting the Middle Bakken and Three Forks formations.
We also are proficient in capturing the natural gas that we produce, and, as of December 31, 2024, we were capturing substantially all of our natural gas production in North Dakota. We provide leadership training and educational and professional development programs for employees at every level of the organization.
We also are proficient in capturing the natural gas that we produce, and, as of December 31, 2025, we were capturing substantially all of our natural gas production in North Dakota. We provide leadership training and educational and professional development programs for employees at every level of the organization.
We believe that for the substantial majority of these agreements, our future production will be adequate to meet our delivery commitments or that we can purchase sufficient volumes of crude oil, NGLs and natural gas from third parties to satisfy our minimum volume commitments.
We believe that for the substantial majority of these agreements, our future production will be adequate to meet our delivery commitments or that we can purchase sufficient volumes of crude oil, NGL and natural gas from third parties to satisfy our minimum volume commitments.
At this time, we cannot predict the ultimate compliance costs or impact of these finalized and proposed regulatory requirements, any such requirements have the potential to increase our operating costs and thus may adversely affect our financial results and cash flows.
At this time, we cannot predict the ultimate compliance costs or impact of these regulatory requirements, any such requirements have the potential to increase our operating costs and thus may adversely affect our financial results and cash flows.
NSAI evaluated 100% of the reserves and discounted values at December 31, 2024, 2023 and 2022 in accordance with the rules and regulations of the SEC applicable to companies involved in crude oil, NGL and natural gas producing activities.
NSAI evaluated 100% of the reserves and discounted values at December 31, 2025, 2024 and 2023 in accordance with the rules and regulations of the SEC applicable to companies involved in crude oil, NGL and natural gas producing activities.
These laws and regulations may also restrict the rate of crude oil and natural gas production below the rate that would otherwise be possible. The regulatory burden on the oil and gas industry increases the cost of doing business in the industry and consequently affects profitability.
These laws and regulations may restrict the rate of crude oil and natural gas production below the rate that would otherwise be possible. The regulatory burden on the oil and gas industry increases the cost of doing business in the industry and affects profitability.
We recognize the environmental and financial risks associated with air emissions, particularly with respect to flaring of natural gas from our operated well sites and are focused on reducing these emissions, consistent with applicable requirements.
Environmental protection and natural gas flaring initiatives We recognize the environmental and financial risks associated with air emissions, particularly with respect to flaring of natural gas from our operated well sites and are focused on reducing these emissions, consistent with applicable requirements.
Hazardous substances and wastes The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, and comparable state laws impose liability without regard to fault or the legality of the original conduct on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment.
Hazardous substances and wastes The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, and comparable state laws impose strict, joint and several liability without regard to fault or the legality of the original conduct on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment.
Our Senior Director, Corporate Planning & Reserves has more than 14 years of broad reservoir engineering experience in the oil and gas industry, focused across conventional and unconventional evaluation and development projects, including corporate reserves estimations.
Our Senior Director, Corporate Planning & Reserves has more than 15 years of broad reservoir engineering experience in the oil and gas industry, focused across conventional and unconventional evaluation and development projects, including corporate reserves estimations.
Such laws and regulations may substantially increase the costs of exploring for, developing or producing oil, NGLs and natural gas and our larger competitors may be able to better absorb the burden of such legislation and regulation, which would also adversely affect our competitive position. See “Regulation” below as well as Item 1A.
Such laws and regulations may substantially increase the costs of exploring for, developing or producing crude oil, NGL and natural gas and our larger competitors may be able to better absorb the burden of such legislation and regulation, which would also adversely affect our competitive position. See “Regulation” below as well as Item 1A.
Exploration and Production Operations Estimated net proved reserves Our estimated net proved reserves and related PV-10 at December 31, 2024, 2023 and 2022 are based on reports independently prepared by NSAI, our independent reserve engineers.
Exploration and Production Operations Estimated net proved reserves Our estimated net proved reserves and related PV-10 at December 31, 2025, 2024 and 2023 are based on reports independently prepared by NSAI, our independent reserve engineers.
In addition, we offer benefits that include retirement plan dollar matching, health insurance for employees and their families, income protection and disability coverage, paid time off, flexible work schedules, financial wellness tools and resources and emotional well-being services, such as an Employee Assistance Program.
In addition, we offer benefits that include retirement plan dollar matching, health insurance for employees and their families, income protection and disability coverage, paid time off, volunteer time off, parental leave, flexible work schedules, financial wellness tools and resources and emotional well-being services, such as an Employee Assistance Program.
Production, price and cost history We produce and market crude oil, NGLs and natural gas, which are commodities. The prices that we receive for the crude oil, NGLs and natural gas we produce is largely a function of market supply and demand.
Production, price and cost history We produce and market crude oil, NGL and natural gas, which are commodities. The prices that we receive for the crude oil, NGL and natural gas we produce is largely a function of market supply and demand.
For more information about our ESG and corporate responsibility efforts, please see the “Sustainability” page of our website and the Proxy Statement that we will file for our 2025 Annual Meeting of Stockholders.
For more information about our ESG and corporate responsibility efforts, please see the “Sustainability” page of our website and the Proxy Statement that we will file for our 2026 Annual Meeting of Stockholders.
Depending on any mitigation strategies recommended in such environmental assessments or environmental impact statements, we could incur added costs, which could be material, and be subject to delays, limitations or prohibitions in the scope of crude oil and natural gas projects or performance of midstream services.
Depending on any mitigation strategies recommended in such environmental assessments or environmental impact statements, we could incur added costs, which could be material, and be subject to delays, limitations or prohibitions in the scope of crude oil and natural gas projects.
We are one of the top producers in the Williston Basin, and we have the largest acreage position of any operator in the Williston Basin. We focus our operations in the Williston Basin because of its high oil content, multiple producing horizons, substantial resource potential and management’s previous professional history in the basin.
We are the top producer in the Williston Basin, and we have the largest acreage position of any operator in the Williston Basin. We focus our operations in the Williston Basin because of its high oil content, multiple producing horizons, substantial resource potential and management’s previous professional history in the basin.
Risk Factors—Risks related to the oil and gas industry and our business—Risks related to the oil and gas industry and our business—We may incur losses as a result of title defects in the properties in which we invest.” Seasonality Winter weather conditions and lease stipulations can limit or temporarily halt our drilling, completion and producing activities and other oil and gas operations.
Risk Factors—Risks related to the oil and gas industry and our business—Risks related to the oil and gas industry and our business—We may incur losses as a result of title defects in the properties in which we invest.” 18 Table of Content s Seasonality Winter weather conditions and lease stipulations can limit or temporarily halt our drilling, completion and producing activities and other oil and gas operations.
We believe that the loss of any individual purchaser would not have a long-term material adverse impact on our financial position or results 17 Table of Conten ts of operations, as alternative customers and markets for the sale of our products are readily available in the areas in which we operate.
We believe that the loss of any individual purchaser would not have a long-term material adverse impact on our financial position or results of operations, as alternative customers and markets for the sale of our products are readily available in the areas in which we operate.
Competition There is a high degree of competition in the oil and gas industry for acquiring properties, obtaining investment capital, securing oil field goods and services, marketing oil, NGLs and natural gas products and attracting and retaining qualified personnel.
Competition There is a high degree of competition in the oil and gas industry for acquiring properties, obtaining investment capital, securing oil field goods and services, marketing crude oil, NGL and natural gas products and attracting and retaining qualified personnel.
Prior to the commencement of drilling operations on those properties, we conduct a thorough title 18 Table of Conten ts examination and perform curative work with respect to significant title defects. To the extent title opinions or other investigations reflect title defects on those properties, we are typically responsible for curing any title defects at our expense.
Prior to the commencement of drilling operations on those properties, we conduct a thorough title examination and perform curative work with respect to significant title defects. To the extent title opinions or other investigations reflect title defects on those properties, we are typically responsible for curing any title defects at our expense.
Separately, the SEC released its final rule on climate-change related disclosures in public filings on March 6, 2024, increasing the potential for enforcement if the SEC were to allege an issuer’s existing climate disclosures misleading or deficient. Although these rules are currently stayed pending judicial review, if implemented as proposed, these rules would significantly increase our climate-related disclosure obligations.
Separately, the SEC released its final rule on other climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege an issuer’s existing climate disclosures misleading or deficient. Although these rules are currently stayed pending judicial review, if implemented as previously proposed, these rules would significantly increase our climate-related disclosure obligations.
Air emissions The federal Clean Air Act (the “CAA”) and comparable state laws and regulations restrict the emission of various air pollutants from many sources through air emissions standards, construction and operating permitting programs and the imposition of other monitoring and reporting requirements.
Air emissions The federal Clean Air Act (the “CAA”) and comparable state laws and regulations restrict the emission of various air pollutants through air emissions standards, construction and operating permitting programs and the imposition of other monitoring and reporting requirements.
Under the authority of the EPA, most states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. In the course of our operations, we generate ordinary industrial wastes that may be regulated as hazardous wastes.
Under the authority of the EPA, most states administer some or all of the provisions of RCRA, 20 Table of Content s sometimes in conjunction with their own, more stringent requirements. In the course of our operations, we generate ordinary industrial wastes that may be regulated as hazardous wastes.
Based on the availability of data, model-based analysis may be integrated to evaluate long-term decline behavior, the impact of dynamic reservoir and fracture parameters on well performance and complex situations sourced by the nature of unconventional reservoirs.
Based on the availability of data, model-based analysis may be integrated to evaluate long-term decline behavior, the impact of dynamic reservoir and fracture parameters on well 14 Table of Content s performance and complex situations sourced by the nature of unconventional reservoirs.
We believe our management and technical team is one of our principal competitive strengths relative to our industry peers due to our team’s proven record of accomplishment in identification, acquisition and execution of large, 12 Table of Conten ts repeatable development drilling programs.
We believe our management and technical team is one of our principal competitive strengths relative to our industry peers due to our team’s proven record of accomplishment in identification, acquisition and execution of large, repeatable development drilling programs.
We are committed to the personal and professional development of our employees, with the belief that a greater level of knowledge, skill and ability benefits the employee and fosters a more creative, innovative, efficient, and therefore competitive organization.
We are committed to the personal and professional development of our employees, with the 25 Table of Content s belief that a greater level of knowledge, skill and ability benefits the employee and fosters a more creative, innovative, efficient, and therefore competitive organization.
We currently own or lease, and have in the past owned or leased, properties that have been used for numerous years to explore and produce crude oil and natural gas.
We currently own or lease, and have in the past owned or leased, properties that have been used to explore and produce crude oil and natural gas.
We believe that maintaining operational control over the majority of our acreage allows us to better pursue our strategies of enhancing returns through operational, cost and capital efficiencies and allows us to better manage infrastructure investment to drive down operating costs and optimize price realizations. • Strong balance sheet.
We believe that maintaining operational control over the majority of our acreage allows us to better pursue our strategies of enhancing returns through operational, cost and capital efficiencies and allows us to better manage infrastructure investment to drive down operating costs and optimize price realizations. • Balance sheet among best-in-class.
While, historically, our compliance costs with environmental laws and regulations have not had a material adverse effect on our financial position, cash flows and results of operations, there can be no assurance that such costs will not be material in the future as a result of such 24 Table of Conten ts existing laws and regulations or any new laws and regulations, or that such future compliance will not have a material adverse effect on our business and operating results.
While, historically, our compliance costs with these laws and regulations have not had a material adverse effect on our financial position, cash flows and results of operations, there can be no assurance that such costs will not be material in the future as a result of such existing laws and regulations or any new laws and regulations, or that such future compliance will not have a material adverse effect on our business and operating results.
We are also subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes. RCRA imposes strict requirements on the generation, storage, treatment, transportation, disposal and cleanup of hazardous and nonhazardous wastes.
We are also subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes that impose strict requirements on the generation, storage, treatment, transportation, disposal and cleanup of hazardous and nonhazardous wastes.
As of December 31, 2024, we had 1,254,860 net leasehold acres in the Williston Basin, approximately all of which is held by production. We are currently exploiting significant resource potential from the Middle Bakken and Three Forks formations, which are present across a substantial portion of our acreage.
As of December 31, 2025, we had 1,302,921 net leasehold acres in the Williston Basin, approximately all of which is held by production. We are currently exploiting significant resource potential from the Middle Bakken and Three Forks formations, which are present across a substantial portion of our acreage.
(2) PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable financial measure under GAAP, because it does not include the effect of income taxes on discounted future net cash flows.
(2) PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable financial measure under GAAP, because it does not include the effect of income taxes on discounted future net cash flows. See “Reconciliation of Standardized Measure to PV-10” below.
We are an equal opportunity employer and do not discriminate on the basis of any characteristic protected by applicable law, including race, religion, color, national origin, sex, gender, gender expression, sex (including pregnancy, sexual orientation and gender identity), age, marital status, veteran status or disability status.
We are an equal opportunity employer and do not discriminate on the basis of any characteristic protected by applicable law, including race, religion, color, national origin, sex, gender, age, marital status, veteran status or disability status.
The effect of these regulations is to limit the amount of crude oil and natural gas that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although we can apply for exceptions to such regulations or to have reductions in well spacing.
The effect of these regulations is to limit the amount of crude oil and natural gas that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although we can apply for exceptions to such regulations.
Executive orders and other actions by the new Trump Administration call into question the extent to which such policies will proceed.
Executive orders and other actions by the Trump Administration rescind or call into question the extent to which such policies will proceed.
References to the Company’s website in this Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Form 10-K. 34 Table of Conten ts
References to the Company’s website in this Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Form 10-K. 27 Table of Content s
FERC regulates interstate natural gas transportation rates, and terms and conditions of service, which affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas.
FERC, however, regulates interstate natural gas transportation rates, and terms and conditions of transportation service, which affects the marketing of the natural gas we produce, as well as the prices we receive for sales of our natural gas.
We do this by ensuring employees at Chord are competitively compensated and feel valued, which enables us to attract, motivate and retain high level talent while delivering strong performance to achieve our business strategy.
We do this by ensuring employees at Chord are competitively compensated and rewarded for their performance, which enables us to attract, motivate and retain high level talent while delivering strong performance to achieve our business strategy.
Some of the report’s recommendations, including an increased royalty rate, minimum bid limits and a significant reduction in total available acreage, were required to be implemented as part of the IRA and have been subsequently incorporated in recent lease sales.
Following passage of the IRA, several DOI recommendations, including an increased royalty rate, minimum bid limits and a significant reduction in total available acreage, were required to be implemented as part of the IRA and have been subsequently incorporated in recent lease sales.
(“NSAI”), our independent reserve engineers, estimated our net proved reserves to be 883.0 MMBoe, of which 70% were classified as proved developed and 57% were crude oil. Business Strategy Our operational and financial strategy is focused on rigorous capital discipline and generating significant, sustainable free cash flow by executing on the following strategic priorities: • Maximize returns.
(“NSAI”), our independent reserve engineers, estimated our net proved reserves to be 917.5 MMBoe, of which 69% were classified as proved developed and 56% were crude oil. Business Strategy Our operational and financial strategy is focused on rigorous capital discipline and generating significant, sustainable free cash flow by executing on the following strategic priorities: • Maximize returns.
Under these laws, we could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators), to clean up contaminated property (including contaminated groundwater) and to perform remedial plugging or pit closure operations to prevent future contamination.
Under these laws, we could be required to remove or remediate previously disposed wastes, to clean up contaminated property (including contaminated groundwater) and to perform remedial plugging or pit closure operations to prevent future contamination.
In addition, we have established cybersecurity best practices aligned with the National Institute of Standards and Technology, require quarterly cybersecurity training of our employees and receive an annual audit and penetration assessment by a third party.
In addition, we have established cybersecurity practices that are guided by the National Institute of Standards and Technology, require quarterly cybersecurity training of our employees and receive an annual audit and penetration assessment by a third party.
The following table provides a reconciliation of Standardized Measure to PV-10: At December 31, 2024 2023 2022 (In millions) Standardized Measure of discounted future net cash flows $ 8,354.2 $ 6,990.6 $ 11,494.5 Add: present value of future income taxes discounted at 10% 1,908.4 1,537.9 2,957.7 PV-10 $ 10,262.6 $ 8,528.5 $ 14,452.2 Independent petroleum engineers Our estimated net proved reserves and PV-10 at December 31, 2024, 2023 and 2022 are based on reports independently prepared by NSAI, our independent reserve engineers, by the use of appropriate geologic, petroleum engineering and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revised June 2019) (the “Estimating and Auditing Standards”) and definitions and current guidelines established by the SEC.
Our PV-10 measure and Standardized Measure do not purport to represent the fair value of our crude oil and natural gas reserves. 13 Table of Content s The following table provides a reconciliation of Standardized Measure to PV-10: At December 31, 2025 2024 2023 (In millions) Standardized Measure of discounted future net cash flows $ 7,450.6 $ 8,354.2 $ 6,990.6 Add: present value of future income taxes discounted at 10% 1,621.8 1,908.4 1,537.9 PV-10 $ 9,072.4 $ 10,262.6 $ 8,528.5 Independent petroleum engineers Our estimated net proved reserves and PV-10 at December 31, 2025, 2024 and 2023 are based on reports independently prepared by NSAI, our independent reserve engineers, by the use of appropriate geologic, petroleum engineering and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revised June 2019) (the “Estimating and Auditing Standards”) and definitions and current guidelines established by the SEC.
To maintain a diverse and inclusive workforce, we maintain a robust compliance program supported by an annual certification by all employees to our Code of Business Conduct and Ethics Policy, as well as training programs on equal employment opportunity. Offices Our principal corporate office is located in Houston, Texas at 1001 Fannin Street.
To maintain a diverse and inclusive workforce, we maintain a robust compliance program supported by an annual certification by all employees to our Code of Business Conduct and Ethics Policy. Offices Our principal corporate office is located in Houston, Texas at 1001 Fannin Street.
Under the OPA, responsible parties including owners and operators of onshore facilities may be held strictly liable for crude oil cleanup costs and natural resource damages as well as a variety of public and private damages that may result from crude oil spills.
The OPA applies to vessels, offshore facilities and onshore facilities, including E&P facilities that may affect WOTUS. Under the OPA, responsible parties including owners and operators of onshore facilities may be held strictly liable for crude oil cleanup costs and natural resource damages as well as a variety of public and private damages that may result from crude oil spills.
We continue to work to align our Scope 1 and Scope 2 disclosures towards various frameworks, including the Task Force on Climate-related Financial Disclosures (TCFD), the Sustainability Accounting Standards Board's (SASB) Extractives & Minerals Processing Sector: Oil & Gas - Exploration and Production Standard, the Global Reporting Initiative (GRI) Standard for Oil and Gas, and the American Exploration and Production Council (AXPC) ESG Metrics Framework.
We continue to strive to align our Scope 1 and Scope 2 disclosures towards various frameworks, including the Task Force on Climate-related Financial Disclosures (“TCFD”), the Sustainability Accounting Standards Board's (“SASB”) Extractives & Minerals Processing Sector: Oil & Gas - Exploration and Production Standard, the Global Reporting Initiative (“GRI”) Standard for Oil and Gas, and the American Exploration and Production Council (“AXPC”) ESG Metrics Framework.
Other information, such as presentations, the charters of the Audit and Reserves Committee, Compensation and Human Resources Committee, Nominating and Governance Committee, and Safety and Sustainability Committee and the Code of Business Conduct and Ethics Policy, are available on our website, http://www.chordenergy.com, under “Investors — Corporate Governance” and in print to any stockholders who provide a written request to the Corporate Secretary at 1001 Fannin Street, Suite 1500, Houston, Texas 77002.
Other information, such as presentations, the charters of the Audit and Reserves Committee, Compensation and Human Resources Committee, Nominating and Governance Committee, and Safety and Sustainability Committee and the Code of Business Conduct and Ethics Policy, are available on our website, http://www.chordenergy.com, under “Investors — Corporate Governance” and in print to any stockholders who provide a written request to the Corporate Secretary at 1001 Fannin Street, Suite 1500, Houston, Texas 77002. 26 Table of Content s Our Code of Business Conduct and Ethics Policy applies to all directors, officers and employees, including the Chief Executive Officer and Chief Financial Officer.
Item 1. Business Overview Chord Energy Corporation (together with our consolidated subsidiaries, the “Company,” “Chord,” “we,” “us,” or “our”), a Delaware corporation, is an independent exploration and production (“E&P”) company engaged in the acquisition, exploration, development and production of crude oil, NGL and natural gas primarily in the Williston Basin. Chord, formerly known as Oasis Petroleum Inc.
Item 1. Business Overview Chord Energy Corporation, a Delaware Corporation (together with our consolidated subsidiaries, the “Company,” “Chord,” “we,” “us,” or “our”), is an independent exploration and production (“E&P”) company engaged in the acquisition, exploration, development and production of crude oil, NGL and natural gas primarily in the Williston Basin with limited non-operated interests in the Marcellus Shale.
The SEC has issued a rule that would mandate extensive disclosure of climate risks, including financial impacts, physical and transition risks, climate-related governance and strategy, and GHG emissions, for all U.S.-listed public companies. However, the SEC has stayed the final rule pending the resolution of consolidated legal challenges that are currently proceeding before the U.S.
The SEC issued a rule that would mandate extensive disclosure of climate risks, including financial impacts, physical and transition risks, climate-related governance and strategy, and GHG emissions, for all U.S.-listed public companies. However, the SEC has stayed the final rule pending the resolution of consolidated legal challenges and subsequently voted to withdraw its defense of the litigation.
See “Reconciliation of Standardized Measure to PV-10” below. 13 Table of Conten ts Reconciliation of Standardized Measure to PV-10 PV-10 is derived from Standardized Measure, which is the most directly comparable financial measure under GAAP. PV-10 is equal to Standardized Measure at the applicable date, before deducting future income taxes, discounted at 10%.
Reconciliation of Standardized Measure to PV-10 PV-10 is derived from Standardized Measure, which is the most directly comparable financial measure under GAAP. PV-10 is equal to Standardized Measure at the applicable date, before deducting future income taxes, discounted at 10%.
The trend in environmental regulation is to place more restrictions and limitations on, and enhanced disclosures of, activities that may affect the environment, and thus, any new laws or regulations, amendment of existing laws and regulations, reinterpretation of legal requirements or increased governmental enforcement that result in more stringent and costly well construction, drilling, operating conditions, monitoring and reporting obligations, water management or completion activities, or waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our results of operations and financial position.
Any new laws or regulations, amendment of existing laws and regulations, reinterpretation of legal requirements or increased governmental enforcement that result in more stringent and costly well construction, drilling, operating conditions, monitoring and reporting obligations, water management or completion activities, or waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our results of operations and financial position.
As of November 1, 2020, the enforceable gas capture percentage goal is 91%. The NDIC requires operators to develop and implement Gas Capture Plans to maintain consistency with the agency’s gas capture percentage goals, but it maintains the flexibility to exclude certain gas volumes from consideration in calculating compliance with the state’s gas capture percentage goals.
The NDIC requires operators to develop and implement Gas Capture Plans to maintain consistency with the agency’s gas capture percentage goals, but it maintains the flexibility to exclude certain gas volumes from consideration in calculating compliance with the state’s gas capture percentage goals.
Occupational Safety and Health Administration hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state regulations require that information be maintained concerning hazardous materials used or produced in our operations. Certain of this information must be provided to employees, state and local government authorities, or citizens.
In addition, the U.S. Occupational Safety and Health Administration hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state regulations require that information be maintained concerning hazardous materials used or produced in our operations.
The presumptive standards established under the final rules are generally the same for both new and existing sources and include enhanced leak detection survey requirements using optical gas imaging and other advanced monitoring technologies, the capture and control of emissions by 95% through capture and control systems, zero-emission requirements for specific components and equipment, so-called green well completion requirements and the establishment of a “super emitter” response program which would allow certified third parties to report large emission events to the EPA, triggering additional investigation, reporting and repair obligations, among other more stringent operational and maintenance requirements.
Amendments to the 2016 Subpart OOOO performance standards for methane, volatile organic compound (“VOC”) and sulfur dioxide emissions have resulted in presumptive standards for both new and existing sources and include enhanced leak detection survey requirements using optical gas imaging and other advanced monitoring technologies, the capture and control of emissions by 95% through capture and control systems, zero-emission requirements for specific components and equipment, so-called green well completion requirements and the establishment of a “super emitter” response program which would allow certified third parties to report large emission events to the EPA, triggering additional investigation, reporting and repair obligations, among other more stringent operational and maintenance requirements.
The return of capital plan includes a base cash dividend of $1.30 per share per quarter ($5.20 per share annualized) and a $750 million share repurchase program, which the Board of Directors authorized during the third quarter of 2024. 10 Table of Conten ts As of December 31, 2024, we had $592.6 million remaining under this share repurchase program.
The return of capital plan includes a base cash dividend of $1.30 per share per quarter ($5.20 per share annualized) and a $1 billion share repurchase program, which the Board of Directors authorized during the third quarter of 2025. As of December 31, 2025, we had $952.2 million remaining under this share repurchase program.
Regulation of transportation and sales of natural gas Historically, the transportation and sale for resale of natural gas in interstate commerce has been regulated by FERC under the Natural Gas Act of 1938 (“NGA”), the Natural Gas Policy Act of 1978 (“NGPA”) and regulations issued under those statutes.
Regulation of transportation of natural gas The transportation of natural gas in interstate commerce is regulated by FERC under the Natural Gas Act of 1938 (“NGA”), the Natural Gas Policy Act of 1978 (“NGPA”) and regulations issued under those statutes.
As of December 31, 2024, 91% of our estimated net proved reserves were attributable to properties that we operate. In 2025, we plan to TIL approximately 130 to 150 gross operated wells with an average working interest of approximately 78%.
As of December 31, 2025, 89% of our estimated net proved reserves were attributable to properties that we operate. In 2026, we plan to TIL approximately 135 to 165 gross operated wells with an average working interest of approximately 75%.
We intend to efficiently execute our development program and optimize our capital allocation, while evaluating our performance and focusing on continuous improvement. We have established a rigorous capital allocation framework with the objective of balancing stockholder returns and reinvestment of capital. We are focused on conservative capital allocation, delivering low reinvestment rates and returning significant capital to stockholders.
We intend to efficiently execute our development program and optimize capital allocation, while evaluating our performance and focusing on continuous improvement. We have established a strong capital allocation framework with the objective of balancing stockholder returns and reinvestment of capital.
The following table sets forth information regarding our crude oil, NGL and natural gas production, realized prices and production costs for the periods presented. 15 Table of Conten ts The Merger and Arrangement were accounted for as of July 1, 2022 and May 31, 2024, respectively.
The following table sets forth information regarding our crude oil, NGL and natural gas production, realized prices and production costs for the periods presented. The Arrangement was accounted for as of May 31, 2024.
We routinely use hydraulic fracturing techniques in many of our drilling and completion programs. The hydraulic fracturing process is typically regulated by state crude oil and natural gas commissions or similar agencies, but federal agencies have asserted regulatory authority over certain aspects of the process.
The hydraulic fracturing process is typically regulated by state crude oil and natural gas commissions or similar agencies, but federal agencies have asserted regulatory authority over certain aspects of the process.
Fish and Wildlife Service may make determinations on the listing of species as endangered or threatened under the ESA and litigation with respect to the listing or non-listing of certain species as endangered or threatened may result in more fulsome protections for non-protected or lesser-protected species pursuant to specific timelines.
Fish and Wildlife Service may make changes to the list of species as endangered or threatened under the ESA and litigation with respect to the listing or non-listing of certain species as endangered or threatened may result in greater protections for non-protected or lesser-protected species.
As of December 31, 2024, we had $1.1 billion of liquidity available, including $37.0 million of cash and cash equivalents and $1.0 billion of unused borrowing base capacity available under the Credit Facility (defined in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”).
As of December 31, 2025, we had $2,156.7 million of liquidity available, including $189.5 million of cash and cash equivalents and $1,967.2 million of unused borrowing base capacity available under the Credit Facility (defined in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”). • Commitment to excellence.
If the EPA were to adopt more stringent NAAQS for ground-level ozone as a result of its new review and ongoing reconsideration of the December 2020 decision, state implementation of the 25 Table of Conten ts revised standard or any other new legal requirements could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, significantly increase our capital expenditures and operating costs and reduce demand for the crude oil and natural gas that we produce, which one or more developments could adversely impact our business.
If the EPA were to adopt more stringent air quality standards, state implementation of the revised standard or any other new legal requirements could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, significantly increase our capital expenditures and operating costs and reduce demand for the crude oil and natural gas that we produce, which could adversely impact our business.
NEPA requires federal agencies, including the BLM and the federal Bureau of Indian Affairs (“BIA”), to evaluate major agency actions, such as the issuance of permits that have the potential to significantly impact the environment.
NEPA requires federal agencies, including the BLM and the federal Bureau of Indian Affairs (“BIA”), to evaluate major agency actions, such as the issuance of permits that have the potential to significantly impact the environment. The Council on Environmental Quality (the “CEQ”) has historically had rules that govern NEPA review.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe intend to finance our future capital expenditures primarily through cash flows provided by operating activities; however, our financing needs may require us to alter or increase our capitalization substantially through the issuance of additional debt or equity securities or the sale of non-strategic assets.
Biggest changeThe actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, commodity prices, inflation in costs, actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological and competitive developments. 43 Table of Content s We intend to finance our future capital expenditures primarily through cash flows provided by operating activities; however, our financing needs may require us to alter or increase our capitalization substantially through the issuance of additional debt or equity securities or the sale of non-strategic assets.
We may be unable to obtain needed capital or financing on satisfactory terms, which could lead to expiration of our leases or a decline in our estimated net crude oil, NGL and natural gas reserves.” Because of these uncertainties, we do not know if the numerous potential drilling locations we have identified will ever be drilled or if we will be able to produce crude oil, NGLs or natural gas from these or any other potential drilling locations.
We may be unable to obtain needed capital or financing on satisfactory terms, which could lead to expiration of our leases or a decline in our estimated net crude oil, NGL and natural gas reserves.” Because of these uncertainties, we do not know if the numerous potential drilling locations we have identified will ever be drilled or if we will be able to produce crude oil, NGL or natural gas from these or any other potential drilling locations.
The U.S. economy has experienced significant inflation since 2021 stemming from, among other things, supply chain disruptions, wage increases associated with a low U.S. unemployment rate and governmental stimulus or fiscal policies adopted in response to the COVID-19 pandemic. Although U.S. inflation rates have moderated slightly, we cannot predict any future trends in the rate of inflation.
The U.S. economy has experienced significant inflation since 2021 stemming from, among other things, supply chain disruptions, wage increases associated with a low U.S. unemployment rate and governmental stimulus or fiscal policies adopted in response to the COVID-19 pandemic. Although U.S. inflation rates have moderated, we cannot predict any future trends in the rate of inflation.
A cyber incident could ultimately result in liability under data privacy laws, regulatory penalties, damage to our reputation or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could have a material adverse effect on our financial condition, liquidity or results of operations or the integrity of the systems, processes and data needed to run our business.
A cyber incident could ultimately result in investigations, liability under data privacy laws, regulatory penalties, damage to our reputation or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could have a material adverse effect on our financial condition, liquidity or results of operations or the integrity of the systems, processes and data needed to run our business.
If the economic climate in the United States or abroad deteriorates, worldwide demand for petroleum products could diminish, which could impact the price at which oil, NGL and natural gas from our properties are sold, affect the ability of vendors, suppliers and customers associated with our properties to continue operations and ultimately adversely impact our business, results of operations and financial condition.
If the economic climate in the United States or abroad deteriorates, worldwide demand for petroleum products could diminish, which could impact the price at which crude oil, NGL and natural gas from our properties are sold, affect the ability of vendors, suppliers and customers associated with our properties to continue operations and ultimately adversely impact our business, results of operations and financial condition.
We may be unable to obtain needed capital or financing on satisfactory terms, which could lead to expiration of our leases or a decline in our estimated net crude oil, NGL and natural gas reserves.” Low crude oil, NGL and natural gas prices may also reduce the amount of crude oil, NGLs and natural gas that we can produce economically and may affect our proved reserves.
We may be unable to obtain needed capital or financing on satisfactory terms, which could lead to expiration of our leases or a decline in our estimated net crude oil, NGL and natural gas reserves.” Low crude oil, NGL and natural gas prices may also reduce the amount of crude oil, NGL and natural gas that we can produce economically and may affect our proved reserves.
Risks that we face while drilling include, but are not limited to, the following: • spacing of wells to maximize production rates and recoverable reserves; • landing the wellbore in the desired drilling zone; • staying in the desired drilling zone while drilling horizontally through the formation; • running the casing the entire length of the wellbore; and • the ability to run tools and other equipment consistently through the horizontal wellbore.
Risks that we face while drilling include, but are not limited to, the following: • spacing of wells to maximize production rates and recoverable reserves; • landing the wellbore in the desired drilling zone; • staying in the desired drilling zone while drilling horizontally through the formation; • running the casing the entire length of the wellbore; and • the ability to run tools and other equipment consistently through the wellbore.
These factors, combined with volatile prices of oil, NGL and natural gas, volatility in consumer confidence and job markets, may result in an economic slowdown or recession. Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices.
These factors, combined with volatile prices of crude oil, NGL and natural gas, volatility in consumer confidence and job markets, may result in an economic slowdown or recession. Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices.
Due to recent incidents involving the release of crude oil, NGLs and natural gas and fluids as a result of drilling activities in the United States, there have been a variety of regulatory initiatives at the federal and state levels to restrict crude oil, NGL and natural gas drilling operations in certain locations.
Due to recent incidents involving the release of crude oil, NGL and natural gas and fluids as a result of drilling activities in the United States, there have been a variety of regulatory initiatives at the federal and state levels to restrict crude oil, NGL and natural gas drilling operations in certain locations.
We may enter into arrangements with respect to existing or future drilling locations that result in a greater proportion of our locations being operated by others. As a result, we may have limited ability to exercise influence over the operations of the drilling locations operated by our partners.
We may enter into arrangements with respect to existing or future drilling locations that result in a greater proportion of our locations being operated by others. As a result, we may have limited ability to exercise influence over the operations or future development of the drilling locations operated by our partners.
These laws and regulations include regulation of crude oil, NGL and natural gas exploration and production and related operations, including a variety of activities related to the drilling of wells, and the interstate transportation of crude oil, NGLs and natural gas by federal agencies such as FERC, as well as state agencies.
These laws and regulations include regulation of crude oil, NGL and natural gas exploration and production and related operations, including a variety of activities related to the drilling of wells, and the interstate transportation of crude oil, NGL and natural gas by federal agencies such as FERC, as well as state agencies.
Furthermore, while we may participate in various voluntary frameworks and certification programs to improve the ESG profile of our operations and services, we cannot guarantee that such participation or certification will have the intended results on our ESG profile.
While we may participate in various voluntary frameworks and certification programs to improve the ESG profile of our operations and services, we cannot guarantee that such participation or certification will have the intended results on our ESG profile.
Our cash flows provided by operating activities and access to capital are subject to a number of variables, including: • our estimated net proved reserves; • the level of crude oil, NGLs and natural gas we are able to produce from existing wells and new projected wells; • the prices at which our crude oil, NGLs and natural gas are sold; • regulatory and third-party approvals; • the costs of developing and producing our crude oil and natural gas production; • our ability to acquire, locate and produce new reserves; • the ability and willingness of our banks to lend; and • our ability to access the equity and debt capital markets.
Our cash flows provided by operating activities and access to capital are subject to a number of variables, including: • our estimated net proved reserves; • the level of crude oil, NGL and natural gas we are able to produce from existing wells and new projected wells; • the prices at which our crude oil, NGL and natural gas are sold; • regulatory and third-party approvals; • the costs of developing and producing our crude oil and natural gas production; • our ability to acquire, locate and produce new reserves; • the ability and willingness of our banks to lend; and • our ability to access the equity and debt capital markets.
As a result, we may be disproportionately exposed to the impact of economics in the Williston Basin or delays or interruptions of production from those wells caused by transportation capacity constraints, curtailment of production, availability of equipment, facilities, personnel or services, significant governmental regulation, natural disasters, adverse weather conditions, plant closures for scheduled maintenance or interruption of transportation of crude oil, NGLs or natural gas produced from the wells in those areas.
As a result, we may be disproportionately exposed to the impact of economics in the Williston Basin or delays or interruptions of production from those wells caused by transportation capacity constraints, curtailment of production, availability of equipment, facilities, personnel or services, significant governmental regulation, natural disasters, adverse weather conditions, plant closures for scheduled maintenance or interruption of transportation of crude oil, NGL or natural gas produced from the wells in those areas.
A cyber incident could also give rise to potential costs and consequences that cannot be estimated or predicted. For example, the SEC recently adopted rules requiring the disclosure of cybersecurity incidents that we determine to be “material,” to be made within four business days of such determination, which can be complex, requiring a number of assumptions based on several factors.
A cyber incident could also give rise to potential costs and consequences that cannot be estimated or predicted. For example, the SEC has adopted rules requiring the disclosure of cybersecurity incidents that we determine to be “material,” to be made within four business days of such determination, which can be complex, requiring a number of assumptions based on several factors.
It is possible that the SEC may not agree with our determinations, which could result in fines, civil litigation or damage to our reputation.
It is possible that the SEC may not agree with our determinations, which could result in investigations, fines, civil litigation or damage to our reputation.
Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, regulatory limitations and the interest of third parties in us and our assets. There can be no assurance that the exploration of strategic alternatives will result in any specific action or transaction.
Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, among other factors, pricing volatility, market conditions, industry trends, regulatory limitations and the interest of third parties in us and our assets. There can be no assurance that the exploration of strategic alternatives will result in any specific action or transaction.
A lack of access to needed infrastructure, or an extended interruption of access to or service from our or a midstream provider’s pipelines and facilities for any reason, including vandalism, sabotage or cyber-attacks on such pipelines and facilities or service interruptions, could result in adverse consequences to us, such as delays in producing and selling our crude oil, NGLs and natural gas.
A lack of access to needed infrastructure, or an extended interruption of access to or service from our or a midstream provider’s pipelines and facilities for any reason, including vandalism, sabotage or cyber-attacks on such pipelines and facilities or service interruptions, could result in adverse consequences to us, such as delays in producing and selling our crude oil, NGL and natural gas.
Our E&P activities are subject to all the operating risks associated with drilling for and producing crude oil and natural gas, including the possibility of: • environmental hazards, such as natural gas leaks, c rude oil and produced water spills, pipeline and tank ruptures, encountering naturally occurring radioactive materials and unauthorized discharges of brine, well stimulation and completion fluids, toxic gas, such as hydrogen sulfide, or other pollutants into the environment; • abnormally pressured formations; • shortages of, or delays in, obtaining water for hydraulic fracturing activities; • supply chain disruptions which could delay or halt our development projects; • mechanical difficulties, such as stuck oilfield drilling and service tools and casing failure; • personal injuries and death; and • natural disasters.
Our E&P activities are subject to all the operating risks associated with drilling for and producing crude oil and natural gas, including the possibility of: • environmental hazards, such as natural gas leaks, c rude oil and produced water spills, pipeline and tank ruptures, encountering naturally occurring radioactive materials and unauthorized discharges of brine, well stimulation and completion fluids, toxic gas, such as hydrogen sulfide, or other pollutants into the environment; • abnormally pressured formations; • shortages of, or delays in, obtaining water for hydraulic fracturing activities; 34 Table of Content s • supply chain disruptions which could delay or halt our development projects; • mechanical difficulties, such as stuck oilfield drilling and service tools and casing failure; • personal injuries and death; and • natural disasters.
Drilling locations are scheduled to be drilled over several years and may not yield crude oil, NGLs or natural gas in commercially viable quantities. Our drilling locations are in various stages of evaluation, ranging from a location which is ready to drill to a location that will require substantial additional interpretation.
Drilling locations are scheduled to be drilled over several years and may not yield crude oil, NGL or natural gas in commercially viable quantities. Our drilling locations are in various stages of evaluation, ranging from a location which is ready to drill to a location that will require substantial additional interpretation.
Failure to drill sufficient wells in order to hold acreage will result in a substantial lease renewal cost, or if renewal is not feasible, loss of our lease and prospective drilling opportunities . As of December 31, 2024, approximately all of our total net acreage in the Williston Basin was held by production.
Failure to drill sufficient wells in order to hold acreage will result in a substantial lease renewal cost, or if renewal is not feasible, loss of our lease and prospective drilling opportunities . As of December 31, 2025, approximately all of our total net acreage in the Williston Basin was held by production.
We make and expect to continue to make substantial capital expenditures in our business for the development, exploitation, production and acquisition of crude oil, NGL and natural gas reserves. Based upon our anticipated five-year development plan and current costs, we project that we will incur capital costs of approximately $3.4 billion to develop our PUD reserves.
We make and expect to continue to make substantial capital expenditures in our business for the development, exploitation, production and acquisition of crude oil, NGL and natural gas reserves. Based upon our anticipated five-year development plan and current costs, we project that we will incur capital costs of approximately $3.0 billion to develop our PUD reserves.
Our implementation of various controls and processes to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure is costly and labor intensive.
Our implementation of various controls and processes designed to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure is costly and labor intensive.
We depend upon a limited number of midstream providers for a large portion of our midstream services, and our failure to obtain and maintain access to the necessary infrastructure from these providers to successfully deliver crude oil, natural gas and NGLs to market may adversely affect our earnings, cash flows and results of operations .
We depend upon a limited number of midstream providers for a large portion of our midstream services, and our failure to obtain and maintain access to the necessary infrastructure from these providers to successfully deliver crude oil, natural gas and NGL to market may adversely affect our earnings, cash flows and results of operations .
Our revolving credit facility and the indentures governing our senior unsecured notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things: • sell assets, including equity interests in our subsidiaries; • pay distributions on, redeem or repurchase our common stock or redeem or repurchase our debt; • make investments; • incur or guarantee additional indebtedness or issue preferred stock; • create or incur certain liens; • make certain acquisitions and investments; • redeem or prepay other debt; • enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; • consolidate, merge or transfer all or substantially all of our assets; • engage in transactions with affiliates; • create unrestricted subsidiaries; • enter into sale and leaseback transactions; and • engage in certain business activities.
Our revolving credit facility and the indentures governing our senior unsecured notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things: • sell assets, including equity interests in our subsidiaries; • pay distributions on, redeem or repurchase our common stock or redeem or repurchase our debt; • make investments; • incur or guarantee additional indebtedness or issue preferred stock; • create or incur certain liens; • make certain acquisitions and investments; • redeem or prepay other debt; • enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; • consolidate, merge or transfer all or substantially all of our assets; • engage in transactions with affiliates; • create unrestricted subsidiaries; 42 Table of Content s • enter into sale and leaseback transactions; and • engage in certain business activities.
Such legislative changes have included, but have not been limited to, (i) the elimination of the percentage depletion allowance for oil and natural gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) an extension of the amortization period for certain geological and geophysical expenditures, (iv) the elimination of certain other tax deductions and relief previously available to oil and natural gas companies and (v) an increase in the U.S. and Canadian federal income tax rate applicable to corporations such as us.
Such 44 Table of Content s legislative changes have included, but have not been limited to, (i) the elimination of the percentage depletion allowance for oil and natural gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) an extension of the amortization period for certain geological and geophysical expenditures, (iv) the elimination of certain other tax deductions and relief previously available to oil and natural gas companies and (v) an increase in the U.S. and Canadian federal income tax rate applicable to corporations such as us.
Our ability to produce crude oil, NGLs and natural gas economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our drilling and completion operations or are unable to dispose of or recycle the water we use economically and in an environmentally safe manner.
Our ability to produce crude oil, NGL and natural gas economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our drilling and completion operations or are unable to dispose of or recycle the water we use economically and in an environmentally safe manner.
Our ability to acquire additional drilling locations and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment for acquiring properties, market crude oil, NGLs and natural gas and secure equipment and trained personnel.
Our ability to acquire additional drilling locations and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment for acquiring properties, market crude oil, NGL and natural gas and secure equipment and trained personnel.
The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. See “Part II. Item 8.—Financial Statements and Supplementary Data—Note 20—Significant Concentrations” for additional information on significant concentrations with major customers.
The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. See “Part II. Item 8.—Financial Statements and Supplementary Data—Note 19—Significant Concentrations” for additional information on significant concentrations with major customers.
Actual future net revenues from our oil and gas properties will be affected by factors such as: • actual prices we receive for crude oil, NGLs and natural gas; • actual cost of development and production expenditures; • the amount and timing of actual production; and • changes in governmental regulations or taxation.
Actual future net revenues from our oil and gas properties will be affected by factors such as: • actual prices we receive for crude oil, NGL and natural gas; • actual cost of development and production expenditures; • the amount and timing of actual production; and • changes in governmental regulations or taxation.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information about our realized crude oil prices and average price differentials relative to NYMEX WTI for the years ended December 31, 2024, 2023 and 2022. Additionally, the refining capacity in the U.S.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information about our realized crude oil prices and average price differentials relative to NYMEX WTI for the years ended December 31, 2025, 2024 and 2023. Additionally, the refining capacity in the U.S.
As such, our actual drilling activities may materially differ from our current expectations, which could adversely affect our business. We did not record any impairment charges on unproved properties during the years ended December 31, 2024, 2023 and 2022.
As such, our actual drilling activities may materially differ from our current expectations, which could adversely affect our business. We did not record any impairment charges on unproved properties during the years ended December 31, 2025, 2024 and 2023.
Moreover, despite our or our third-party partners’ security measures there can be no assurance that such measures will be sufficient to protect our IT systems from hacking, ransomware attacks, employee error, malfeasance, system error, faulty password management or other irregularities.
Moreover, despite our or our third-party partners’ security measures there can be no assurance that such measures will be sufficient to protect our IT systems from hacking, or other unauthorized system access, ransomware attacks, employee error, malfeasance, system error, faulty password management or other irregularities.
Further, many factors may curtail, delay or cancel our scheduled drilling projects, including the following: • shortages of or delays in obtaining equipment and qualified personnel; • facility or equipment malfunctions and/or failure; • unexpected operational events, including accidents; • pressure or irregularities in geological formations; • adverse weather or climatic conditions, such as blizzards, ice storms, wildfires, floods and prolonged drought conditions; • reductions in crude oil, NGL and natural gas prices; 37 Table of Conten ts • inflation in exploration and drilling costs; • disruptions in our supply chain for raw materials, chemicals and equipment; • delays imposed by or resulting from compliance with regulatory requirements, including permits; • proximity to and capacity of transportation facilities; • contractual disputes; • title problems; and • limitations in the market for crude oil, NGLs and natural gas.
Further, many factors may curtail, delay or cancel our scheduled drilling projects, including the following: • shortages of or delays in obtaining equipment and qualified personnel; • facility or equipment malfunctions and/or failure; • unexpected operational events, including accidents; • pressure or irregularities in geological formations; • adverse weather or climatic conditions, such as blizzards, ice storms, wildfires, floods and prolonged drought conditions; • reductions in crude oil, NGL and natural gas prices; • inflation in exploration and drilling costs; • disruptions in our supply chain for raw materials, chemicals and equipment; • delays imposed by or resulting from compliance with regulatory requirements, including permits; • proximity to and capacity of transportation facilities; • contractual disputes; • title problems; and • limitations in the market for crude oil, NGL and natural gas.
Even if sufficient amounts of crude oil, NGLs or natural gas exist, we may damage the potentially productive hydrocarbon bearing formation or experience mechanical difficulties while drilling or completing the well, resulting in a reduction in production from the well or abandonment of the well.
Even if sufficient amounts of crude oil, NGL or natural gas exist, we may damage the potentially productive hydrocarbon bearing formation or experience mechanical difficulties while drilling or completing the well, resulting in a reduction in production from the well or abandonment of the well.
Restrictions, delays or bans on hydraulic fracturing could also reduce the amount of crude oil, NGLs and natural gas that we are ultimately able to produce in commercial quantities, which adversely impacts our revenues and profitability.
Restrictions, delays or bans on hydraulic fracturing could also reduce the amount of crude oil, NGL and natural gas that we are ultimately able to produce in commercial quantities, which adversely impacts our revenues and profitability.
A substantial or extended decline in commodity prices, for crude oil and, to a lesser extent, NGLs and natural gas, may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.
A substantial or extended decline in commodity prices, for crude oil and, to a lesser extent, NGL and natural gas, may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.
The use of technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether crude oil or natural gas will be present or, if present, whether crude oil, NGLs or natural gas will be present in sufficient quantities to be economically viable.
The use of technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether crude oil or natural gas will be present or, if present, whether crude oil, NGL or natural gas will be present in sufficient quantities to be economically viable.
The adoption and implementation of any international, federal, regional or state legislation, executive actions, regulations or other regulatory and policy initiatives that impose more stringent standards for GHG emissions from the oil and gas industry or otherwise restrict the areas in which this industry may produce crude oil and natural gas or generate GHG emissions, or require enhanced disclosure of such GHG emissions and other climate-related information, could result in increased compliance costs, which if passed on to the customer could result in increased fossil fuels consumption costs and thereby reduce demand for crude oil and natural gas.
The adoption and implementation of any international, federal, regional or state legislation, executive actions, regulations or other regulatory and policy initiatives that impose more stringent standards for GHG emissions from the oil and gas industry or otherwise restrict the 38 Table of Content s areas in which this industry may produce crude oil and natural gas or generate GHG emissions, or require enhanced disclosure of such GHG emissions and other climate-related information, could result in increased compliance costs, which if passed on to the customer could result in increased fossil fuels consumption costs and thereby reduce demand for crude oil and natural gas.
The prices we receive for our crude oil and, to a lesser extent, NGLs and natural gas, heavily influence our revenue, profitability, cash flow from operations, access to capital and future rate of growth.
The prices we receive for our crude oil and, to a lesser extent, NGL and natural gas, heavily influence our revenue, profitability, cash flow from operations, access to capital and future rate of growth.
Terrorist attacks or cyber-attacks may significantly affect the energy industry, including our operations and those of our potential customers, as well as general economic conditions, consumer confidence and spending and market liquidity. Strategic targets, such as energy-related assets, may be at greater risk of future attacks than other targets in the United States.
Terrorist attacks or cyber-attacks may significantly affect the energy industry, including our operations and those of our potential customers and third-party vendors, as well as general economic conditions, consumer confidence and spending and market liquidity. Strategic targets, such as energy-related assets, may be at greater risk of future attacks than other targets in the United States.
Failure to comply with federal, state and local laws and regulations could adversely affect our ability to produce, gather and transport our crude oil, NGLs and natural gas and may result in substantial penalties.
Failure to comply with federal, state and local laws and regulations could adversely affect our ability to produce, gather and transport our crude oil, NGL and natural gas and may result in substantial penalties.
High levels of inflation could further raise our costs for labor, materials and services, due to a combination of factors, including: (i) global supply chain disruptions resulting in limited availability of certain materials and equipment (including drill pipe, casing and tubing), (ii) increased demand for fuel and steel, (iii) increased demand for services coupled with a limited availability of service providers 55 Table of Conten ts and (iv) labor shortages, which would negatively impact our profitability and cash flows.
High levels of inflation could further raise our costs for labor, materials and services, due to a combination of factors, including: (i) global supply chain disruptions resulting in limited availability of certain materials and equipment (including drill pipe, casing and tubing), (ii) increased demand for fuel and steel, (iii) increased demand for services coupled with a limited availability of service providers and (iv) labor shortages, which would negatively impact our profitability and cash flows.
The capacity of transmission, gathering and processing facilities may be insufficient to accommodate potential production from existing and new wells, which may result in substantial discounts in the prices we receive for our oil, NGLs and natural gas or result in the shut-in of producing wells or the delay or discontinuance of development plans for properties.
The capacity of transmission, gathering and processing facilities may be insufficient to accommodate potential production from existing and new wells, which may result in substantial discounts in the prices we receive for our crude oil, NGL and natural gas or result in the shut-in of producing wells or the delay or discontinuance of development plans for properties.
If cash generated by operations or cash available under our revolving credit facility 51 Table of Conten ts is not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of our operations relating to development of our drilling locations, which in turn could lead to a possible expiration of our leases and a decline in our estimated net proved reserves, and could adversely affect our business, financial condition and results of operations.
If cash generated by operations or cash available under our revolving credit facility is not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of our operations relating to development of our drilling locations, which in turn could lead to a possible expiration of our leases and a decline in our estimated net proved reserves, and could adversely affect our business, financial condition and results of operations.
It is difficult to predict whether such inflationary pressures will have a materially negative impact to our overall financial and operating results in 2025; however, such inflationary pressures are not expected to materially impact our overall liquidity position, cash requirements or financial position, or the ability to conduct our day-to-day drilling, completion and production activities.
It is difficult to predict whether such inflationary pressures will have a materially negative impact to our overall financial and operating results in the near future; however, such inflationary pressures are not expected to materially impact our overall liquidity position, cash requirements or financial position, or the ability to conduct our day-to-day drilling, completion and production activities.
Additionally, the designation of previously unprotected species or the re-designation of under-protected species as threatened or endangered in areas where we conduct operations could cause us to incur increased costs arising from species-protection measures or could result in delays, restrictions or prohibitions on our development and production activities that could have a material adverse effect on our ability to develop and produce reserves.
Additionally, the designation of previously unprotected species or the re-designation of under-protected species as threatened or endangered in areas where we conduct operations could cause us to incur increased costs arising from 39 Table of Content s species-protection measures or could result in delays, restrictions or prohibitions on our development and production activities that could have a material adverse effect on our ability to develop and produce reserves.
In addition, some provisions of our amended and restated certificate of incorporation and amended and 54 Table of Conten ts restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: • advance notice provisions for stockholder proposals and nominations for elections to the Board of Directors to be acted upon at meetings of stockholders; and • limitations on the ability of our stockholders to call special meetings.
In addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: • advance notice provisions for stockholder proposals and nominations for elections to the Board of Directors to be acted upon at meetings of stockholders; and • limitations on the ability of our stockholders to call special meetings.
Our dependence on midstream service providers for transmission, gathering and processing services makes us dependent on them in order to get our crude oil, NGLs and natural gas to market.
Our dependence on midstream service providers for transmission, gathering and processing services makes us dependent on them in order to get our crude oil, NGL and natural gas to market.
The development of our PUD reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our undeveloped reserves may not be ultimately developed or produced. Approximately 30% of our estimated net proved reserves were classified as PUD as of December 31, 2024.
The development of our PUD reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our undeveloped reserves may not be ultimately developed or produced. Approximately 31% of our estimated net proved reserves were classified as PUD as of December 31, 2025.
In response to any future public health crisis (like COVID-19), there may be wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of such public health crisis in regions across the United States and the world.
In response to any future public health crisis, there may be wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of such public health crisis in regions across the United States and the world.
We may be subject to risks in connection with acquisitions, including the Arrangement, because of integration difficulties, uncertainties in evaluating recoverable reserves, well performance and potential liabilities and uncertainties in forecasting crude oil, NGL and natural gas prices and future development, production and marketing costs.
We may be subject to risks in connection with acquisitions because of integration difficulties, uncertainties in evaluating recoverable reserves, well performance and potential liabilities and uncertainties in forecasting crude oil, NGL and natural gas prices and future development, production and marketing costs.
Our crude oil, NGLs and natural gas are sold in a limited number of geographic markets, and each has a generally fixed amount of storage and processing capacity.
Our crude oil, NGL and natural gas are sold in a limited number of geographic markets, and each has a generally fixed amount of storage and processing capacity.
Financial Statements and Supplementary Data—Note 24—Supplemental Oil and Gas Reserve Information — Unaudited” for additional information about our estimated crude oil and natural gas reserves and the PV-10 and Standardized Measure as of December 31, 2024, 2023 and 2022. In order to prepare our estimates, we must project production rates and the timing of development expenditures.
Financial Statements and Supplementary Data—Note 23—Supplemental Oil and Gas Reserve Information — Unaudited” for additional information about our estimated crude oil and natural gas reserves and the PV-10 and Standardized Measure as of December 31, 2025, 2024 and 2023. In order to prepare our estimates, we must project production rates and the timing of development expenditures.
The success and timing of exploration and development activities operated by our partners will depend on a number of factors that will be largely outside of our control, including: • the timing and amount of capital expenditures; • the operator’s expertise and financial resources; • approval of other participants in drilling wells; • selection of technology; and • the rate of production of reserves, if any.
The success and timing of exploration and development activities operated by our partners will depend on a number of factors that will be largely outside of our control, including: • the timing and amount of capital expenditures; • the operator’s expertise and financial resources; • approval of other participants in drilling wells; • the operator’s ability to obtain permits; • selection of technology; and • the rate of production of reserves, if any.
Further, as a result of any of these developments, we could incur material write-downs of our oil and gas properties, and the value of our undeveloped acreage could decline in the future. Our estimated net proved reserves are based on many assumptions that may turn out to be inaccurate.
Further, as a result of any of these developments, we could incur material write-downs of our oil and gas properties, and the value of our undeveloped acreage could decline in the future. 30 Table of Content s Our estimated net proved reserves are based on many assumptions that may turn out to be inaccurate.
To achieve more predictable cash flows and to reduce our exposure to adverse fluctuations in the prices of crude oil, NGLs and natural gas, we currently, and may in the future, enter into derivative arrangements for a portion of our crude oil, NGL and natural gas production, including collars and fixed-price swaps.
To achieve more predictable cash flows and to reduce our exposure to adverse fluctuations in the prices of crude oil, NGL and natural gas, we currently, and may in the future, enter into derivative arrangements for a portion of our crude oil, NGL and natural gas production, including two-way and three-way collars and fixed-price swaps.
Our delivery of oil, NGLs and natural gas depends upon the availability, proximity and capacity of pipelines, other transportation facilities and gathering and processing facilities primarily owned by a limited number of midstream service providers.
Our delivery of crude oil, NGL and natural gas depends upon the availability, proximity and capacity of pipelines, other transportation facilities and gathering and processing facilities primarily owned by a limited number of midstream service providers.
These factors include the following: • worldwide and regional economic and political conditions impacting the global supply and demand for crude oil, NGLs and natural gas; • the actions by the members of OPEC+ with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with supply limitations; • the price and quantity of imports of foreign crude oil, NGLs and natural gas; • political conditions in or affecting other crude oil, NGL and natural gas producing countries, including the current conflicts in and among the Middle East and conditions in South America, China, India and Russia; • the level of global exploration and production; • the level of global crude oil, NGL and natural gas inventories; • events that impact global market demand, including impacts from wars, such as the ongoing conflicts between Russia and Ukraine and between Hamas and Israel and global health epidemics and concerns such as the COVID-19 pandemic; • localized supply and demand fundamentals and regional, domestic and international transportation availability; • the ability to continue to access critical transportation infrastructure such as DAPL, rail, and other regional outlets; • the ability for the United States to continue to export oil, natural gas, and NGLs; • weather conditions and natural disasters; 36 Table of Conten ts • domestic and foreign governmental laws, regulations and policies, including, among others, the IRA, environmental requirements and the discouragement of the use of fuels that emit GHGs and encouragement of the use of alternative energy sources; • speculation as to future commodity prices and the speculative trading of crude oil, NGL and natural gas futures contracts; • changing consumer or market preferences, stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of crude oil, NGLs and natural gas and related infrastructure; • price and availability of competitors’ supplies of crude oil, NGLs and natural gas; • technological advances affecting energy consumption; and • the price and availability of alternative fuels.
These factors include the following: • worldwide and regional economic and political conditions impacting the global supply and demand for crude oil, NGL and natural gas; • the actions by the members of OPEC+ with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with supply limitations; 28 Table of Content s • the price and quantity of imports of foreign crude oil, NGL and natural gas; • political conditions in or affecting other crude oil, NGL and natural gas producing countries, including the current conflicts in and among the Middle East and conditions in South America, China, India and Russia; • the level of global exploration and production; • the level of global crude oil, NGL and natural gas inventories; • events that impact global market demand, including impacts from wars, conflicts and global health epidemics and concerns; • localized supply and demand fundamentals and regional, domestic and international transportation availability; • the ability to continue to access critical transportation infrastructure such as DAPL, rail, and other regional outlets; • the ability for the United States to continue to export crude oil, natural gas, and NGL; • weather conditions and natural disasters; • domestic and foreign governmental laws, regulations and policies, including, among others, the IRA, environmental requirements and the discouragement of the use of fuels that emit GHGs and encouragement of the use of alternative energy sources; • speculation as to future commodity prices and the speculative trading of crude oil, NGL and natural gas futures contracts; • changing consumer or market preferences, stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of crude oil, NGL and natural gas and related infrastructure; • price and availability of competitors’ supplies of crude oil, NGL and natural gas; • technological advances affecting energy consumption; and • the price and availability of alternative fuels.
In addition, we may not be able to raise the substantial amount of capital that would be necessary to drill a substantial portion of our potential drilling locations. See also “Risks related to our financial position—Our exploration, development and 42 Table of Conten ts exploitation projects require substantial capital expenditures.
In addition, we may not be able to raise the substantial amount of capital that would be necessary to drill a substantial portion of our potential drilling locations. See also “Risks related to our financial position—Our exploration, development and exploitation projects require substantial capital expenditures.
A cyber incident or technological failure involving our information systems or data and related infrastructure, or that of our business partners, including any vendor or service provider, could disrupt our business plans and negatively impact our operations in the following ways, among others: • supply chain disruptions, which could delay or halt development of additional infrastructure, effectively delaying the start of cash flows from the project; • delays in delivering or failure to deliver product at the tailgate of our facilities, resulting in a loss of revenues; • operational disruption resulting in loss of revenues; • events of non-compliance that could lead to regulatory fines or penalties; and • business interruptions that could result in expensive remediation efforts, distraction of management, damage to our reputation or a negative impact on the price of our units.
A cyber incident or technological failure involving our information systems or data and related infrastructure, or that of our business partners, including any vendor or service provider, could disrupt our business plans and negatively impact our operations in the following ways, among others: • supply chain disruptions, which could delay or halt development of additional infrastructure, effectively delaying the start of cash flows from the project; 47 Table of Content s • delays in delivering or failure to deliver product at the tailgate of our facilities, resulting in a loss of revenues; • operational disruption resulting in loss of revenues; • events of non-compliance that could lead to costly investigations and regulatory fines and/or penalties, class action litigation; and • business interruptions that could result in expensive remediation efforts, distraction of management, damage to our reputation or a negative impact on the price of our units.
Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves. Inspections may not always be performed on every well, and environmental problems are not 48 Table of Conten ts necessarily observable even when an inspection is undertaken.
Our review will not reveal all existing or potential problems, nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves. Inspections may not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken.
Our obligations under our revolving credit facility are collateralized by perfected first priority liens and security interests on substantially all of our oil and gas assets, including mortgage liens on oil and gas properties having at least 85% of the 50 Table of Conten ts reserve value as determined by reserve reports.
Our obligations under our revolving credit facility are collateralized by perfected first priority liens and security interests on substantially all of our oil and gas assets, including mortgage liens on oil and gas properties having at least 85% of the reserve value as determined by reserve reports.
Although the length, impact and outcome of the military conflicts between Russia and Ukraine and between Hamas and Israel are highly unpredictable, these conflicts could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability and other material and adverse effects on macroeconomic conditions.
Although the length, impact and outcome of the military conflicts between Russia and Ukraine and elsewhere in the Middle East are highly unpredictable, these conflicts could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability and other material and adverse effects on macroeconomic conditions.
For the year ended December 31, 2024, changes in our estimate of expected credit losses was not material. In addition, our crude oil and natural gas derivative arrangements expose us to credit risk in the event of nonperformance by counterparties.
For the year ended December 31, 2025, changes in our estimate of expected credit losses were not material. In addition, our crude oil and natural gas derivative arrangements expose us to credit risk in the event of nonperformance by counterparties.
Businesses that do not adapt to or comply with evolving investor or stakeholder expectations and standards, which are continuing to evolve, or businesses that are perceived to have not responded appropriately to the growing concern for issues related to ESG, corporate responsibility or in some instances anti-ESG sentiment, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, and the business, financial condition and/or stock price of such business entity could be materially and adversely affected.
Businesses that ignore evolving investor or stakeholder expectations and 37 Table of Content s standards, which are continuing to evolve, or businesses that are perceived to have not responded appropriately to the growing concern for issues related to ESG, corporate responsibility or in some instances anti-ESG sentiment, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, and the business, financial condition and/or stock price of such business entity could be materially and adversely affected.
Derivative assets and liabilities arising from derivative contracts with the same counterparty are reported on a net basis, as all counterparty contracts provide for net settlement. At December 31, 2024, we had commodity derivatives in place with 15 counterparties and a total net commodity derivative asset of $16.5 million.
Derivative assets and liabilities arising from derivative contracts with the same counterparty are reported on a net basis, as all counterparty contracts provide for net settlement. At December 31, 2025, we had commodity derivatives in place with 15 counterparties and a total net commodity derivative asset of $85.7 million.
Significant acquisitions and other strategic transactions, including the Arrangement, may involve other risks, including: • diversion of our management’s attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions; • the challenge and cost of integrating acquired and expanded operations, information management and other technology systems and business cultures with those of our operations while carrying on our ongoing business; • difficulty associated with coordinating geographically separate organizations; • an inability to secure, on acceptable terms, sufficient financing that may be required in connection with expanded operations and unknown liabilities; and • the challenge of attracting and retaining personnel associated with acquired operations.
Significant acquisitions and other strategic transactions may involve other risks, including: • diversion of our management’s attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions; • the challenge and cost of integrating acquired and expanded operations, including those related to information management and other technology systems, permitting and other regulatory matters, and business cultures with those of our operations while carrying on our ongoing business; • difficulty associated with coordinating geographically separate organizations or coordinating teams among various assets; • an inability to secure, on acceptable terms, sufficient financing that may be required in connection with expanded operations and unknown liabilities; and • the challenge of attracting and retaining personnel associated with acquired operations.
The Department of the Interior previously issued an official opinion stating that the minerals beneath the Missouri River riverbed located on the Fort Berthold Indian Reservation belong to the MHA Nation and not the State of North Dakota, overturning a 2020 Trump-agency decision that gave the State of North Dakota ownership.
The Department of the Interior previously issued an official opinion stating that the minerals beneath the Missouri River riverbed located on the Fort Berthold Indian Reservation belong to the MHA Nation and not the State of North Dakota, overturning a 2020 Trump-agency decision that gave the State of North Dakota ownership. The case is currently on remand before the D.C.
If we fail to realize the benefits we anticipate from an acquisition, including the Arrangement, our results of operations and stock price may be adversely affected. We may incur losses as a result of title defects in the properties in which we invest.
If we fail to realize the benefits we anticipate from an acquisition, our results of operations and stock price may be adversely affected. 41 Table of Content s We may incur losses as a result of title defects in the properties in which we invest.
Moreover, as the sophistication and volume of cyber-attacks continue to increase, we may be required to expend significant additional resources to further enhance our digital security and IT infrastructure or to remediate vulnerabilities, including 56 Table of Conten ts through the use of artificial intelligence, and we may face difficulties in fully anticipating or implementing adequate preventive measures or mitigating potential harm.
Moreover, as the sophistication, severity and volume of cyber-attacks continue to increase, we may be required to expend significant additional resources to further enhance our digital security and IT infrastructure or to remediate vulnerabilities, including through the use of artificial intelligence, and we may face difficulties in timely detecting or containing incidents or fully anticipating or implementing adequate preventive measures or mitigating potential harm.
The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws or the imposition of new or increased taxes or fees on natural gas and oil extraction could adversely affect our operations and cash flows. The IRA includes, among other things, a corporate alternative minimum tax (the “CAMT”).
The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws or the imposition of new or increased taxes or fees on natural gas and oil extraction could adversely affect our operations and cash flows.
Crude oil, NGLs and natural gas are commodities, and therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for crude oil, NGLs and natural gas have been volatile, and these markets will likely continue to be volatile in the future.
Crude oil, NGL and natural gas are commodities, and therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for crude oil, NGL and natural gas have been volatile, including declines and volatility during 2025. These markets will likely continue to be volatile in the future.
Our operations involve utilizing the latest drilling and completion techniques as developed by us and our service providers in order to maximize cumulative recoveries and therefore generate the highest possible returns.
Our operations involve utilizing the latest drilling and completion techniques as developed by us and our service providers in order to maximize cumulative recoveries and therefore contribute to maximizing returns.
As of December 31, 2024, we had an aggregate of 568 net acres expiring in 2025, 1,086 net acres expiring in 2026 and 186 net acres expiring in 2027 in the Williston Basin. The cost to renew such leases may increase significantly and we may not be able to renew such leases on commercially reasonable terms or at all.
As of December 31, 2025, we had an aggregate of 1,597 net acres expiring in 2026, 160 net acres expiring in 2027 and 470 net acres expiring in 2028 in the Williston Basin. The cost to renew such leases may increase significantly and we may not be able to renew such leases on commercially reasonable terms or at all.
Determining the limitations under Section 382 is technical and highly complex, and no assurance can be given that upon further analysis our ability to take advantage of our NOLs or other Tax Benefits may be limited to a greater extent than we currently anticipate. We experienced an ownership change as a result of the Merger with Whiting.
Determining the limitations under Section 382 is technical and highly complex, and no assurance can be given that upon further analysis our ability to take advantage of our NOLs or other Tax Benefits may be limited to a greater extent than we currently anticipate.
The crude oil business environment has historically been characterized by periods when crude oil production has surpassed local transportation and refining capacity, resulting in substantial discounts in the price received for crude oil versus prices quoted for NYMEX WTI crude oil.
Limited takeaway capacity can result in significant discounts to our realized prices. The crude oil business environment has historically been characterized by periods when crude oil production has surpassed local transportation and refining capacity, resulting in substantial discounts in the price received for crude oil versus prices quoted for NYMEX WTI crude oil.
The process of integrating assets, including those obtained in the Arrangement, could cause an interruption of, or loss of momentum in, the activities of our business. Members of our senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our business.
The process of integrating assets from acquisitions and other strategic transactions could cause an interruption of, or loss of momentum in, the activities of our business. Members of our senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our business.
As a result, if such markets become oversupplied with crude oil, NGLs and/or natural gas, it could have a material negative effect on the prices we receive for our products and therefore an adverse effect on our financial condition and results of operations.
As a result, if such markets become oversupplied with crude oil, NGL and/or natural gas, it could have a material negative effect on the prices we receive for our products and therefore an adverse effect on our financial condition and results of operations. Variances in quality may also cause differences in the value received for our products.
A final EIS and formal decision by the Corps is expected by the end of 2025; however, we cannot guarantee when the Corps may ultimately complete these actions. We regularly use DAPL in addition to other outlets to market our crude oil to end markets.
The Corps 33 Table of Content s completed the final EIS in December 2025 and formal decision by the Corps is expected during the first quarter of 2026; however, we cannot guarantee when the Corps may ultimately complete these actions. We regularly use DAPL in addition to other outlets to market our crude oil to end markets.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn an effort to mitigate these risks, before engaging with any third-party service provider, we conduct due diligence to evaluate the third-party provider’s cybersecurity capabilities. For new cloud-based third-party providers, we aim to review their cybersecurity practices to verify compliance with our cybersecurity standards. This process is documented through our Cloud Services Assessment.
Biggest changeFor new cloud-based third-party providers, we review their cybersecurity practices in an effort to attempt to verify compliance with our cybersecurity standards. This process is documented through our Cloud Services Assessment. Additionally, we endeavor to include cybersecurity requirements in our contracts with third-party providers and endeavor to require them to adhere to our cybersecurity standards and protocols.
While processes are in place to minimize the chance of a successful cyberattack, we have established incident response procedures to address a cybersecurity threat that may occur despite these safeguards. The response procedures are designed to identify, analyze, contain and remediate any such cybersecurity incidents that occur.
While processes are in place to minimize the chance of a successful cyberattack, we have established incident response procedures designed to address a cybersecurity threat that may occur despite these safeguards. The response procedures are designed to identify, analyze, contain and remediate any such cybersecurity incidents that occur.
We have endeavored to implement policies, standards and technical controls based on the National Institute of Standards and Technology framework with the aim of protecting our networks and applications.
We have endeavored to implement policies, standards and technical controls based on the National Institute of Standards and Technology framework with the aim of protecting our networks, applications and data.
In the event of any breach or cybersecurity incident, we have a cross-functional incident response plan, which includes the involvement of our executive management team, established incident levels, and associated notification procedures, including escalation procedures upon discovery of cybersecurity risks to our Board of Directors, outside counsel and law enforcement, if deemed material or appropriate.
In the event of any breach or cybersecurity incident, we have a cross-functional enterprise-wide incident response plan, which includes the involvement of our executive management team, established incident levels, and associated notification procedures, including escalation procedures upon discovery of cybersecurity risks to our Board of Directors, outside counsel and law enforcement, if deemed material or appropriate.
We seek to assess, identify and manage cybersecurity risks through the processes described below: • Risk Assessment: We have implemented a multi-layered system designed to protect and monitor data and cybersecurity risk. Regular assessments of our cybersecurity safeguards are conducted both internally and by independent third-party cybersecurity vendors.
We seek to assess, identify and manage cybersecurity risks through the processes described below: • Risk Assessment: We have implemented a multi-layered system designed to protect and monitor data and cybersecurity risk. Periodic assessments of our cybersecurity safeguards are conducted both internally and by independent third-party cybersecurity vendors.
Specifically, the Vice President, Information Technology, is responsible for overseeing the prevention, mitigation, detection and remediation of cybersecurity incidents. Our Vice President, Information Technology, has over 17 years of experience, including prior industry experience consulting on various IT matters and developing and testing IT general controls and cybersecurity risk management programs.
Specifically, the Vice President, Information Technology, is responsible for overseeing the prevention, mitigation, detection and remediation of cybersecurity incidents. Our Vice President, Information Technology, has over 20 years of experience, including prior industry experience consulting on various IT matters and developing and testing IT general controls and cybersecurity risk management programs.
The Vice President, Information Technology, works closely with other management positions, including our Chief Financial Officer and our General Counsel, to help us maintain an effective incident response communication plan and understanding of our cybersecurity risk management processes.
The Vice President, Information Technology, works closely with other management positions, including our Chief Financial Officer, our Chief Strategy Officer & Chief Commercial Officer and our General Counsel, to help us maintain an effective incident response communication plan and understanding of our cybersecurity risk management processes.
The Cybersecurity Council is led by the Vice President, Information Technology, and is comprised of select members of the IT team with an average of nearly 20 years of cybersecurity experience. The Cybersecurity Council meets monthly to review current cybersecurity threats as well as our potential exposure.
The Cybersecurity Council is led by the Vice President, Information Technology, and is comprised of select members of the IT team with an average of approximately 20 years of cybersecurity experience. The Cybersecurity Council meets monthly to review current cybersecurity threats as well as our potential exposure.
We have implemented a requirement that all employees and contractors participate in information security training at least quarterly and have deployed internal phishing campaigns to measure the effectiveness of the training program. • Access Controls: We provide users with access consistent with the principle of least privilege, which requires that users be given no more access than necessary to complete their job functions.
We have implemented a requirement that all employees and contractors participate in information security training at least quarterly and have deployed internal phishing campaigns to measure the effectiveness of the training program. • Access Controls: Our access controls are designed to provide users with access consistent with the principle of least privilege, which requires that users be given no more access than necessary to complete their job functions.
We have also implemented a multi-factor authentication process for employees accessing company information. • Systems and Processes: We use a combination of tools to identify cybersecurity incidents. We use firewalls and protection software in addition to working with a third-party cybersecurity vendor to scan internal and external networks for threat and intrusion detection.
We have also implemented a multi-factor authentication process for employees accessing company information. • Systems and Processes: We use a combination of tools designed to detect cybersecurity incidents. We use firewalls and protection software in addition to working with a third-party cybersecurity vendor to scan internal and external networks for threat and intrusion detection.
Additionally, on an annual basis, the Vice President, Information Technology, reviews with the Audit and Reserves Committee the results from tests of key cybersecurity risks and the subsequent steps taken to mitigate such risks. Management is responsible for assessing and managing cybersecurity risk.
Additionally, on an annual basis, the Vice President, Information Technology, reviews with the Audit and Reserves Committee the results from tests of key cybersecurity risks and the subsequent steps taken that are designed to mitigate such risks. Management is responsible for assessing and managing cybersecurity risk.
Further, we conduct periodic incident response tabletop exercises and planned incident response drills with various members of our management team to continuously refine and update our incident response processes. • Cybersecurity Training and Awareness: We maintain a formal information security training program for all employees and contractors that includes training on matters such as phishing and email security best practices.
Further, we conduct periodic incident response tabletop exercises and planned incident response drills with various members of our management team that are designed to refine and update our incident response processes. • Cybersecurity Training and Awareness: We maintain a formal information security training program for all employees and contractors that includes training on matters such as phishing, social engineering techniques, and email security best practices.
Additionally, our internal audit department conducts regular audits to identify, assess and manage material cybersecurity risks, and we endeavor to update cybersecurity infrastructure, procedures, policies and education programs in response to audit findings. • Incident Identification and Response: We have implemented a monitoring and detection system to help promptly identify cybersecurity incidents.
Additionally, our internal audit department conducts regular audits designed to identify, assess and manage cybersecurity risks, and we endeavor to update cybersecurity infrastructure, procedures, policies and education programs in response to audit findings. • Incident Identification and Response: We have implemented a monitoring and detection system that is designed to help promptly detect cybersecurity incidents.
Our cybersecurity team regularly tests our controls through penetration tests, vulnerability scans and attack simulations. • Encryption and Data Protection: We have encryption methods in place to protect certain sensitive data. This includes the encryption of customer data, financial information and other confidential data.
Our cybersecurity team periodically tests our controls through penetration tests, vulnerability scans and attack simulations. • Encryption and Data Protection: We have encryption methods in place that are designed to protect certain sensitive data. This includes the encryption of customer data, financial information and other confidential data.
We also have multiple programs in place to monitor our retained data and take actions to secure the data. We engage third-party vendors and consultants throughout our business as needed. We recognize that third-party service providers introduce cybersecurity risks.
We also have multiple programs in place that are designed to monitor our retained data and take actions to secure the data. 49 Table of Content s We engage third-party vendors and consultants throughout our business as needed. We recognize that third-party service providers introduce cybersecurity risks.
The Vice President, Information Technology, provides updates to the Audit and Reserves Committee on data protection and cybersecurity matters on at least a semi-annual basis, or as requested or deemed necessary.
The Board of Directors delegates oversight of risk, including reviews of cybersecurity and data protection and compliance with cybersecurity policies, to the Audit and Reserves Committee. The Vice President, Information Technology, provides updates to the Audit and Reserves Committee on data protection and cybersecurity matters on at least a semi-annual basis, or as requested or deemed necessary.
The Cybersecurity Council also engages periodically with external and internal auditors, as well as the Cybersecurity and Infrastructure Security Agency, the American Exploration and Production Council and the Federal Bureau of Investigation to stay informed on cybersecurity risk management. Item 2. Properties The information required by Item 2. is contained in Item 1. Business. Item 3.
The Cybersecurity Council also engages periodically with external and internal auditors, as well as the Cybersecurity and Infrastructure Security Agency, the American Exploration and Production Council and the Federal Bureau of Investigation in an effort to stay informed on cybersecurity risk management.
However, we acknowledge that cybersecurity threats are continually evolving and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our IT systems could have significant consequences for the business.
Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our IT systems could have significant consequences for the business and our financial performance. While we devote resources to security measures that are designed to protect our systems and information, these measures cannot provide absolute security.
While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. No security measure is infallible. See “Item 1A. Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems.
No security measure is infallible. See “Item 1A. Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems. Cybersecurity Governance and Oversight The Board of Directors has primary oversight of risks from cybersecurity threats.
Additionally, we endeavor to include cybersecurity requirements in our contracts with third-party providers and endeavor to require them to adhere to our cybersecurity standards and protocols. Further, we require any third-party service providers with access to personally identifiable information to enter into data processing services agreements and adhere to our policies and standards.
Further, we require any third-party service providers with access to personally identifiable information to enter into data processing services agreements and adhere to our policies and standards. However, we are subject to the risk that our third-party providers and vendors may not fully comply with all of our policies and standards.
We recognize the importance of assessing, identifying and managing material risks associated with cybersecurity threats.
We recognize the importance of assessing, identifying and managing material risks associated with cybersecurity threats. Our cybersecurity program utilizes a combination of automated tools, manual processes and third-party assessments with the goal of identifying and assessing potential cybersecurity risks.
Our cybersecurity program utilizes a combination of automated tools, manual processes and third-party assessments with the goal of identifying and assessing potential cybersecurity risks. 57 Table of Conten ts These risks may include, among other things, operational risks, intellectual property theft, fraud, extortion, harm to employees, customers or business partners, violation of privacy or security laws and other litigation and legal risk and reputational risks.
These risks may include, among other things, operational risks, unauthorized access to systems and data stored on them, intellectual property theft, fraud, extortion, harm to employees, customers or business partners, violation of privacy or security laws and other litigation and legal risk and reputational risks.
Cybersecurity risks are understood to be significant business risks, and as such, are considered an important component of our enterprise-wide risk management approach. 58 Table of Conten ts As of the date of this report, we are not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to materially affect us.
We have integrated the above cybersecurity risk management processes into our overall ERM program. Cybersecurity risks are understood to be significant business risks, and as such, are considered an important component of our enterprise-wide risk management approach.
Removed
We have integrated the above cybersecurity risk management processes into our overall ERM program.
Added
In an effort to mitigate these risks, we conduct due diligence prior to engaging with any third-party service provider to evaluate the third-party provider’s cybersecurity capabilities, and maintain an ongoing monitoring process throughout the relationship to encourage continued compliance with our requirements and standards.
Removed
Cybersecurity Governance and Oversight The Board of Directors has primary oversight of risks from cybersecurity threats. The Board of Directors delegates oversight of risk, including reviews of cybersecurity and data protection and compliance with cybersecurity policies, to the Audit and Reserves Committee.
Added
As of the date of this report, we are not aware of any previous cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect us. However, we acknowledge that cybersecurity threats are continually evolving and the possibility of future cybersecurity incidents remains.
Removed
Legal Proceedings See “Part II, Item 8. Financial Statements and Supplementary Data—Note 21—Commitments and Contingencies,” which is incorporated herein by reference, for a discussion of material legal proceedings. Item 4. Mine Safety Disclosures Not applicable. 59 Table of Conten ts PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+1 added−2 removed1 unchanged
Biggest changeIn 2024, we paid an aggregate amount of cash dividends of $10.15 per share of common stock, including base dividends of $5.00 per share of common stock and variable dividends of $5.15 per share of common stock. On February 25, 2025, we declared a base cash dividend of $1.30 per share of common stock.
Biggest changeOn February 25, 2026, we declared a base cash dividend of $1.30 per share of common stock. The dividend will be payable on March 27, 2026 to stockholders of record as of March 12, 2026.
The performance graph shown below compares the cumulative total return to our common stockholders as compared to the cumulative total returns on the Standard and Poor’s 500 Index (“S&P 500”) and the Standard and Poor’s 500 Oil & Gas Exploration & Production Index (“S&P 500 O&G E&P”) for the period of November 20, 2020 (the date we emerged from bankruptcy and our common stock commenced trading) through December 31, 2024.
The performance graph shown below compares the cumulative total return to our common stockholders as compared to the cumulative total returns on the Standard and Poor’s 500 Index (“S&P 500”) and the Standard and Poor’s 500 Oil & Gas Exploration & Production Index (“S&P 500 O&G E&P”) for the period of December 31, 2020 through December 31, 2025.
(3) In October 2023, our Board of Directors had previously authorized a share repurchase program of up to $750 million of our common stock. In October 2024, our Board of Directors authorized a new share repurchase program covering up to $750 million of common stock, which replaced the existing $750 million share repurchase program.
(3) In October 2024, our Board of Directors had previously authorized a share repurchase program of up to $750 million of our common stock.
The comparison was prepared based upon the following assumptions: 1. $100 was invested in our common stock, the S&P 500 and the S&P 500 O&G E&P on November 20, 2020 at the closing price on such date; and 2. Dividends were reinvested.
The comparison was prepared based upon the following assumptions: 1. $100 was invested in our common stock, the S&P 500 and the S&P 500 O&G E&P on December 31, 2020 at the closing price on such date; and 2. Dividends were reinvested. Item 6. [Reserved] 53 Table of Content s
Business—Business Strategy—Maximize returns” for additional information on the return of capital plan. Future dividend payments will depend on our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our Board of Directors deems relevant. See “Part II. Item 7.
Future dividend payments will depend on our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our Board of Directors deems relevant. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Dividends” for more information. Holders.
(2) During the fourth quarter of 2024, we repurchased 1,604,011 shares of common stock at a weighted average price of $127.82 per common share for a total cost of $205.0 million, under our publicly announced share repurchase program.
(2) During the fourth quarter of 2025, we repurchased 103,057 shares of common stock at a weighted average price of $97.01 per common share for a total cost of $10.0 million, under our publicly announced share repurchase program.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Registrant’s Common Equity. Our common stock is listed on the Nasdaq under the symbol “CHRD”. Dividends.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Registrant’s Common Equity. Our common stock is listed on the Nasdaq under the symbol “CHRD”. Dividends. In 2025, we paid an aggregate amount of base cash dividends of $5.20 per share of common stock.
Information concerning securities authorized for issuance under our equity compensation plans will be disclosed in our definitive proxy statement for our 2025 Annual Meeting of Stockholders. Issuer Purchases of Equity Securities.
Unregistered Sales of Equity Securities. There were no sales of unregistered equity securities during the year ended December 31, 2025. Securities Authorized for Issuance Under Equity Compensation Plans. Information concerning securities authorized for issuance under our equity compensation plans will be disclosed in our definitive proxy statement for our 2026 Annual Meeting of Stockholders. Issuer Purchases of Equity Securities.
The following table contains information about our acquisition of equity securities during the three months ended December 31, 2024: Period Total Number of Shares Exchanged (1)(2) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)(3) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) October 1 – October 31, 2024 366,961 $ 129.90 366,961 $ 397,561,163 November 1 – November 30, 2024 811,848 129.81 810,456 644,792,257 December 1 – December 31, 2024 472,518 121.45 426,594 592,635,902 ___________________ (1) During the fourth quarter of 2024, we withheld 47,316 shares of common stock to satisfy tax withholding obligations upon vesting of certain equity-based awards.
The following table contains information about our acquisition of equity securities during the three months ended December 31, 2025: Period Total Number of Shares Purchased (1)(2) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)(3) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) October 1 – October 31, 2025 — $ — — $ 962,166,903 November 1 – November 30, 2025 — — — 962,166,903 December 1 – December 31, 2025 103,057 97.01 103,057 952,169,220 ___________________ (1) During the fourth quarter of 2025, we withheld no shares of common stock to satisfy tax withholding obligations upon vesting of certain equity-based awards.
The dividend will be payable on March 26, 2025 to stockholders of record as of March 11, 2025. In October 2024, the Board of Directors authorized a new $750 million share repurchase program, which replaced the $750 million share repurchase program the Board of Directors had previously authorized in October 2023. See “Part I. Item 1.
In August 2025, the Board of Directors authorized a share repurchase program of up to $1.0 billion, which replaced the $750 million share repurchase program the Board of Directors had previously authorized in October 2024. See “Part I. Item 1. Business—Business Strategy—Maximize returns” for additional information on the return of capital plan.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Dividends” for more information. Holders. As of February 14, 2025, the number of record holders of our common stock was 299. Based on inquiry, management believes that the number of beneficial owners of our common stock as of February 14, 2025 was approximately 162,227.
As of February 13, 2026, the number of record holders of our common stock was 305. Based on inquiry, management believes that the number of beneficial owners of our common stock as of February 13, 2026 was approximately 142,269. On February 13, 2026, the last sale price of our common stock, as reported on the Nasdaq, was $102.02 per share.
Removed
On February 14, 2025, the last sale price of our common stock, as reported on the Nasdaq, was $110.93 per share. Unregistered Sales of Securities. There were no sales of unregistered securities during the year ended December 31, 2024. Securities Authorized for Issuance Under Equity Compensation Plans.
Added
In August 2025, our Board of Directors authorized a new share repurchase program covering up to $1.0 billion of common stock, which replaced the existing $750 million share repurchase program. 52 Table of Content s Stock Performance Graph.
Removed
The amount presented for the period ending October 31, 2024 was calculated using the remaining authorization under the previously authorized share repurchase program, and the amounts presented for the periods ending November 30, 2024 and December 31, 2024 were calculated using the authorization under the new share repurchase program. 60 Table of Conten ts Stock Performance Graph.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

114 edited+40 added−27 removed52 unchanged
Biggest changeNet cash used in investing activities for the year ended December 31, 2023 of $1.4 billion was primarily attributable to $905.7 million of capital expenditures, $361.6 million paid for the 2023 acquisition of acreage in the Williston Basin and $268.9 million associated with the settlement of derivative contracts, partially offset by $54.4 million of proceeds from divestitures and $40.6 million of proceeds from the sale of Energy Transfer units. 71 Table of Conten ts Cash flows used in financing activities For the year ended December 31, 2024, net cash used in financing activities of $624.5 million was primarily attributable to dividends paid to stockholders of $529.9 million, payments made to repurchase common stock of $444.2 million, payments for income tax withholdings on vested equity-based compensation awards of $63.4 million and repayments on the Enerplus Senior Notes of $63.0 million.
Biggest changeCash flows used in financing activities For the year ended December 31, 2025, net cash used in financing activities of $82.1 million was primarily attributable to repayments under the Credit Facility of $4,271.0 million, which were offset by borrowings of $3,826.0 million, resulting in net repayments under the Credit Facility of $445.0 million, repayments of the 2026 Senior Notes totaling $401.4 million, payments to repurchase common stock of $364.9 million, dividends paid to shareholders of $317.8 million, payment of debt issuance costs of $29.4 million made in connection with the 2030 Senior Notes, 2033 Senior Notes and the Seventh Amendment to the Amended and Restated Credit Agreement and payments for income tax withholdings on vested equity-based compensation awards of $22.1 million.
In addition, we have announced a return of capital plan pursuant to which we intend to return capital to stockholders through a mix of base and variable dividend payouts, supplemented by opportunistic share repurchases.
In addition, we have announced a return of capital plan pursuant to which we intend to return capital to stockholders through base dividend payouts, supplemented by opportunistic share repurchases and variable dividend payouts.
Although U.S. inflation rates have shown signs of moderating, higher interest rates generally reduce economic activity levels, which have and could in the future again result in lower commodity prices due to reduced demand for crude oil, NGLs and natural gas (see “Item 7A. —Quantitative and Qualitative Disclosures about Market Risk—Inflation risks” for additional information).
Although U.S. inflation rates have shown signs of moderating, higher interest rates generally reduce economic activity levels, which have and could in the future again result in lower commodity prices due to reduced demand for crude oil, NGL and natural gas (see “Item 7A. —Quantitative and Qualitative Disclosures about Market Risk—Inflation risks” for additional information).
See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report for an explanation of these types of statements. For discussion related to changes in financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to “Part II, Item 7.
See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report for an explanation of these types of statements. For discussion related to changes in financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to “Part II, Item 7.
These gathering systems, which originate at the wellhead, reduce the need to transport barrels by truck from the wellhead, helping remove trucks from local highways and reduce greenhouse gas emissions. As of December 31, 2024, substantially all of our gross operated crude oil production was connected to gathering systems.
These gathering systems, which originate at the wellhead, reduce the need to transport barrels by truck from the wellhead, helping remove trucks from local highways and reduce greenhouse gas emissions. As of December 31, 2025, substantially all of our gross operated crude oil production was connected to gathering systems.
The net cash paid for acquisitions primarily related to the Arrangement and included $395.0 million paid to settle Enerplus’ revolving bank credit facility balance, $375.8 million paid to Enerplus shareholders and $102.4 million paid to settle Enerplus’ outstanding equity awards, partially offset by cash acquired in the Arrangement of $239.9 million.
The net cash paid for acquisitions during 2024 primarily related to the Arrangement and included $395.0 million paid to settle Enerplus’ revolving bank credit facility balance, $375.8 million paid to Enerplus shareholders and $102.4 million paid to settle Enerplus’ outstanding equity awards, partially offset by cash acquired in the Arrangement of $239.9 million.
During the year ended December 31, 2024, we recorded a $12.6 million net gain on derivative instruments, which was primarily comprised of a net gain of $7.5 million associated with our commodity derivative contracts and a net gain of $5.1 million associated with a contract that includes contingent consideration.
During the year ended December 31, 2024, we recorded a $12.6 million net gain on derivative instruments, which was primarily comprised of a net gain of $7.5 million associated with our commodity derivative contracts and a net gain of $5.1 million associated with a contract that included contingent consideration.
We believe that for the substantial majority of these agreements, our future production will be adequate to meet our delivery commitments or that we can purchase sufficient volumes of crude oil, NGLs and natural gas from third parties to satisfy our minimum volume commitments.
We believe that for the substantial majority of these agreements, our future production will be adequate to meet our delivery commitments or that we can purchase sufficient volumes of crude oil, NGL and natural gas from third parties to satisfy our minimum volume commitments.
While we are unable to predict future commodity prices, we do not believe that an impairment of our oil and gas properties or goodwill is reasonably likely to occur in the near future at current price levels; however, we would evaluate the recoverability of the carrying value of our oil and gas properties and goodwill as a result of a future material or extended decline in the price of crude oil, NGLs or natural gas or a material increase in the costs of labor, materials or services.
While we are unable to predict future commodity prices, we do not believe that an impairment of our oil and gas properties is reasonably likely to occur in the near future at current price levels; however, we would evaluate the recoverability of the carrying value of our oil and gas properties as a result of a future material or extended decline in the price of crude oil, NGL or natural gas or a material increase in the costs of labor, materials or services.
In an effort to improve price realizations from the sale of our crude oil, NGLs and natural gas, we manage our commodities marketing activities in-house, which enables us to market and sell our crude oil, NGLs and natural gas to a broader array of potential purchasers.
In an effort to improve price realizations from the sale of our crude oil, NGL and natural gas, we manage our commodities marketing activities in-house, which enables us to market and sell our crude oil, NGL and natural gas to a broader array of potential purchasers.
We also have contracts which include provisions for the delivery, transport or purchase of a minimum volume of crude oil, NGLs, natural gas and water within specified time frames, the majority of which are five years or less.
We also have contracts which include provisions for the delivery, transport or purchase of a minimum volume of crude oil, NGL, natural gas and water within specified time frames, the majority of which are five years or less.
Our purchased oil and gas sales are derived from the sale of crude oil, NGLs and natural gas purchased through our marketing activities primarily to optimize transportation costs, for blending to meet pipeline specifications or to cover production shortfalls.
Our purchased oil and gas sales are derived from the sale of crude oil, NGL and natural gas purchased through our marketing activities primarily to optimize transportation costs, for blending to meet pipeline specifications or to cover production shortfalls.
See “Part I, Item 1A. Risk Factors—If crude oil, NGL and natural gas prices decline, or for an extended period of time remain at depressed levels, we may be required to take write-downs of the carrying values of our oil and gas properties and goodwill” for additional information.
See “Part I, Item 1A. Risk Factors—If crude oil, NGL and natural gas prices decline, or for an extended period of time remain at depressed levels, we may be required to take write-downs of the carrying values of our oil and gas properties” for additional information.
For a discussion of the changes related to the financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to “Part II, Item 7.
For a discussion of the changes related to the financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to “Part II, Item 7.
Our cash flows depend on many factors, including the price of crude oil, NGLs and natural gas and the success of our development and exploration activities as well as future acquisitions.
Our cash flows depend on many factors, including the price of crude oil, NGL and natural gas and the success of our development and exploration activities as well as future acquisitions.
The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. 74 Table of Conten ts See Note 9—Acquisitions of the Notes to Consolidated Financial Statements in this Annual Report for additional details regarding our business combinations, including further discussion of the estimated fair value of assets acquired and liabilities assumed in the Merger and the Arrangement as well as any significant changes in these estimates from the date of acquisition.
The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. 65 Table of Content s See Note 9—Acquisitions of the Notes to Consolidated Financial Statements in this Annual Report for additional details regarding our business combinations, including further discussion of the estimated fair value of assets acquired and liabilities assumed in the Merger and the Arrangement as well as any significant changes in these estimates from the date of acquisition.
Periodic revisions to the estimated reserves and related future net cash flows may be necessary as a result of a number of factors, including reservoir performance, changes to our anticipated five-year development plan, changes to commodity prices, cost changes, technological advances, new geological or geophysical data or other economic factors.
Periodic revisions to the estimated reserves and related future net cash flows may be necessary as a result of a number of factors, including reservoir performance, changes to our anticipated five-year development plan, changes to commodity prices, cost changes, timing of settlement of ARO liabilities, technological advances, new geological or geophysical data or other economic factors.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2023 Annual Report on Form 10-K filed with the SEC on February 26, 2024 under the subheading “Cash flows.” Cash flows provided by operating activities Our net cash flows from operating activities are primarily impacted by commodity prices, production volumes and operating costs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025 under the subheading “Cash flows.” Cash flows provided by operating activities Our net cash flows from operating activities are primarily impacted by commodity prices, production volumes and operating costs.
For the purpose of the goodwill impairment test, we first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment.
For the purpose of the goodwill impairment test, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment.
The ultimate amount of capital we will expend may fluctuate materially based on market conditions and the success of our drilling and operations results as the year progresses. Our capital plan may further be adjusted as business conditions warrant. 72 Table of Conten ts The amount, timing and allocation of capital expenditures is largely discretionary and within our control.
The ultimate amount of capital we will expend may fluctuate materially based on market conditions and the success of our drilling and operations results as the year progresses. Our capital plan may further be adjusted as business conditions warrant. The amount, timing and allocation of capital expenditures is largely discretionary and within our control.
The fair value of the oil and gas properties was calculated by a third party valuation expert using an income approach based on the net discounted future cash flows that utilized inputs requiring significant judgment and assumptions, including future production volumes based upon estimates of reserves prepared by our reserve engineers, future commodity prices (adjusted for basis differentials), future operating and development costs and a market-based weighted average cost of capital discount rate.
The fair value of the oil and gas properties is calculated using an income approach based on the net discounted future cash flows that utilized inputs requiring significant judgment and assumptions, including future production volumes based upon estimates of reserves prepared by our reserve engineers, future commodity prices (adjusted for basis differentials), future operating and development costs and a market-based weighted average cost of capital discount rate.
Our market optionality on these crude oil gathering systems allows us to shift volumes between pipeline and rail markets in order to optimize price realizations.
Our market optionality on these crude oil gathering systems allows us to shift volumes between pipeline and, to a lesser extent, rail markets in order to optimize price realizations.
We account for oil and gas properties under the successful efforts method of accounting. See “Item 8. Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Property, Plant and Equipment” for additional information. 73 Table of Conten ts Estimated quantities of reserves Our independent reserve engineers prepare our estimates of crude oil, NGL and natural gas reserves.
We account for oil and gas 64 Table of Content s properties under the successful efforts method of accounting. See “Item 8. Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Property, Plant and Equipment” for additional information. Estimated quantities of reserves Our independent reserve engineers prepare our estimates of crude oil, NGL and natural gas reserves.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.
Cash flows used in investing activities For the year ended December 31, 2024, net cash used in investing activities of $1.8 billion was primarily attributable to capital expenditures incurred to develop our oil and gas properties of $1.2 billion and net cash paid for acquisitions of $655.0 million.
For the year ended December 31, 2024, net cash used in investing activities of $1,753.8 million was primarily attributable to capital expenditures incurred to develop our oil and gas properties of $1,179.1 million, and net cash paid for acquisitions of $655.0 million.
These uses of cash were partially offset by borrowings under the Credit Facility of $3.5 billion, offset by repayments of $3.1 billion, resulting in net borrowings under the Credit Facility of $445.0 million, primarily made in connection with the Arrangement, and proceeds from the exercise of outstanding warrants of $35.8 million.
These uses of cash were partially offset by borrowings under the Credit Facility of $3,535.0 million, offset by repayments of $3,090.0 million, resulting in net borrowings under the Credit Facility of $445.0 million, made primarily in connection with the Arrangement and proceeds from the exercise of outstanding warrants of $35.8 million.
(6) Total capital expenditures (including acquisitions) reflected in the table above differ from the amounts for capital expenditures and acquisitions shown in the statements of cash flows in our consolidated financial statements because amounts reflected in the table above include changes in accrued liabilities from the previous reporting period for capital expenditures, while the amounts presented in the statements of cash flows are presented on a cash basis.
(3) Total capital expenditures reflected in the table above differ from the amounts for capital expenditures shown in the statements of cash flows in our consolidated financial statements because amounts reflected in the table above include changes in accrued liabilities from the previous reporting period for capital expenditures, while the amounts presented in the statements of cash flows are presented on a cash basis.
During the year ended December 31, 2023, we declared base-plus-variable cash dividends of $11.88 per share of common stock, or $508.6 million in aggregate. Future dividend payments will depend on our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that the Board of Directors deems relevant.
During the year ended December 31, 2024, we declared base-plus-variable cash dividends of $10.15 per share of common stock, or $507.6 million in aggregate. Future dividend payments will depend on our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that the Board of Directors deems relevant.
Under the terms of these contracts, if we fail to deliver, transport or purchase the committed volumes we will be required to pay a deficiency payment for the volumes not tendered over the duration of the contract. The estimable future commitments under these agreements were $579.2 million as of December 31, 2024.
Under the terms of these contracts, if we fail to deliver, transport or purchase the committed volumes we will be required to pay a deficiency payment for the volumes not tendered over the duration of the contract. The estimable future commitments under these agreements were $467.9 million as of December 31, 2025.
Investment in unconsolidated affiliate. We recorded a $51.3 million gain related to our investment in Energy Transfer for the year ended December 31, 2024, which included an unrealized gain of $42.0 million as a result of an increase in the fair value of the investment during the year and a realized gain of $9.3 million for cash distributions received.
During the year ended December 31, 2024, we recorded a $51.3 million gain related to our investment in Energy Transfer, primarily related to a realized gain of $42.0 million as a result of an increase in the fair value of the investment during the year and a realized gain of $9.3 million for cash distributions received.
These revenues do not include the effects of derivative instruments and may vary significantly from period to period as a result of changes in volumes of production sold and/or changes in commodity prices. Our revenues for the year ended December 31, 2024 increased due to the Arrangement, which expanded our operations primarily in the Williston Basin.
These revenues do not include the effects of derivative instruments and may vary significantly from period to period as a result of changes in volumes of production sold and/or changes in commodity prices. Additionally, our revenues for the year ended December 31, 2025 were positively impacted due to the Arrangement, which expanded our operations primarily in the Williston Basin.
For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. 76 Table of Conten ts
For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. 67 Table of Content s
The net gain of $7.5 million on commodity derivative contracts included an unrealized gain of $6.6 million related to the change in fair value of our commodity derivative contracts primarily driven by a downward shift in the futures curve for forecasted commodity prices, coupled with a realized gain of $0.9 million on settled commodity derivative contracts.
The net gain of $7.5 million on commodity derivative contracts included an unrealized gain of $6.6 million related to the change in fair value of our commodity derivative contracts primarily driven by a downward shift in the futures curve for forecasted commodity prices, coupled with a realized gain of $0.9 million on settled commodity derivative contracts. 59 Table of Content s Investment in equity securities.
Expansions of both rail and pipeline facilities in the Williston Basin has reduced prior constraints on crude oil takeaway capacity and improved our price differentials received at the lease. 63 Table of Conten ts Results of Operations Comparability of Financial Statements The results of operations presented below relate to the periods ended December 31, 2024 and 2023.
Expansions of both pipeline and rail facilities in the Williston Basin has reduced prior constraints on crude oil takeaway capacity and improved our price differentials received at the lease. 55 Table of Content s Results of Operations Comparability of Financial Statements The results of operations presented below relate to the periods ended December 31, 2025 and 2024.
When performing a qualitative assessment, we determine the drivers of fair value of the reporting unit and evaluate whether those drivers have been positively or negatively affected by relevant 75 Table of Conten ts events and circumstances since the last fair value assessment.
When performing a qualitative assessment, we determine the drivers 66 Table of Content s of fair value of the reporting unit and evaluate whether those drivers have been positively or negatively affected by relevant events and circumstances since the last fair value assessment.
For the year ended December 31, 2024, the weighted average borrowings outstanding under the Credit Facility were $362.2 million, and the weighted average interest rate incurred on the outstanding borrowings was 7.3%.
For the year ended December 31, 2024, the weighted average borrowings outstanding under the Credit Facility were $362.2 million, and the weighted average interest rate incurred on the outstanding borrowings was 7.27%. Loss on debt extinguishment .
Federal Reserve recently decreased interest rates, however the potential for such rates to decrease further or to increase or remain elevated for an extended period of time creates additional economic uncertainty.
Federal Reserve has continued to steadily decrease interest rates, however the potential for such rates to decrease further or to increase or remain elevated for an extended period of time creates additional economic uncertainty.
Quantitative and Qualitative Disclosures about Market Risk” and “Part I, Item 1A. Risk Factors” for additional information. 69 Table of Conten ts Subsequent to December 31, 2024, we entered into new commodity derivative contracts to manage risks related to changes in commodity prices.
Quantitative and Qualitative Disclosures about Market Risk” and “Part I, Item 1A. Risk Factors” for additional information. Subsequent to December 31, 2025, we entered into new commodity derivative contracts to manage risks related to changes in commodity prices.
We cannot reasonably predict future commodity prices; however, assuming all other factors are held constant, a 10% decrease in the SEC Price for crude oil and natural gas would decrease our estimated net proved reserves by 26.7 MMBoe and decrease the PV-10 by $2.0 billion, and a 10% increase in the SEC Price for crude oil and natural gas would increase our estimated net proved reserves by 21.4 MMBoe and increase the PV-10 by $2.0 billion.
We cannot reasonably predict future commodity prices; however, assuming all other factors are held constant, a 10% decrease in the SEC Price for crude oil and natural gas would decrease our estimated net proved reserves by 30.4 MMBoe and decrease the PV-10 by $1.8 billion, and a 10% increase in the SEC Price for crude oil and natural gas would increase our estimated net proved reserves by 24.4 MMBoe and increase the PV-10 by $1.8 billion.
See “Item 1. Business—Exploration and Production Operations—Estimated net proved reserves” for additional information on the revisions to our estimated net proved reserves. Our estimated net proved reserves and PV-10 were determined using the SEC Price. The SEC Price was $75.48 per Bbl for crude oil and $2.13 per MMBtu for natural gas for the year ended December 31, 2024.
See “Item 1. Business—Exploration and Production Operations—Estimated net proved reserves” for additional information on the revisions to our estimated net proved reserves. Our estimated net proved reserves and PV-10 were determined using the SEC Price. The SEC Price was $65.34 per Bbl for crude oil and $3.39 per MMBtu for natural gas for the year ended December 31, 2025.
During the year ended December 31, 2023, we recorded a $63.2 million net gain on derivative instruments, which was primarily comprised of a net gain of $56.4 million associated with our commodity derivative contracts and a net gain of $6.8 million associated with a contract that includes contingent consideration.
During the year ended December 31, 2025, we recorded a $127.6 million net gain on derivative instruments, which was primarily comprised of a net gain of $125.4 million associated with our commodity derivative contracts and a net gain of $2.2 million associated with a contract that included contingent consideration.
Prices for crude oil, NGLs and natural gas have experienced significant fluctuations in recent years and may continue to fluctuate widely in the future due to a combination of macro-economic factors that impact the supply and demand for crude oil, NGLs and natural gas.
Prices for crude oil, NGL and natural gas have experienced significant fluctuations in recent years, including sustained decreases during 2025, and may continue to fluctuate widely or continue to decrease in the future due to a combination of macro-economic factors that impact the supply and demand for crude oil, NGL and natural gas.
Long-term debt Our long-term debt consists of a senior secured revolving line of credit that is generally used to support our working capital requirements and $400.0 million of 6.375% senior unsecured notes as of December 31, 2024. Senior secured revolving line of credit.
Long-term debt Our long-term debt consists of a senior secured revolving line of credit that is generally used to support our working capital requirements, $750.0 million of 6.000% senior unsecured notes and $750.0 million of 6.750% senior unsecured notes. Senior secured revolving line of credit.
Average crude oil sales prices, without derivative settlements, decreased by $4.18 per barrel year-over-year to an average of $73.67 per barrel for the year ended December 31, 2024 due to decreases in NYMEX WTI and widening in-basin differentials. NGL revenues .
Average crude oil sales prices, without derivative settlements, decreased by $10.89 per barrel year-over-year to an average of $62.78 per barrel for the year ended December 31, 2025 due to decreases in NYMEX WTI and widening in-basin differentials. NGL revenues .
Average NGL sales prices, without derivative settlements, decreased by $3.70 per barrel period over period to an average of $9.92 per barrel for the year ended December 31, 2024 primarily due to wider differentials on incremental production volumes primarily as a result of the Arrangement. Natural gas revenues .
Average NGL sales prices, without derivative settlements, decreased by $2.70 per barrel period over period to an average of $7.22 per barrel for the year 57 Table of Content s ended December 31, 2025 primarily due to wider differentials on incremental production volumes primarily as a result of the Arrangement. Natural gas revenues .
We repurchased, and may repurchase in the future, shares pursuant to a Rule 10b5-1 trading plan under the Securities Exchange Act of 1934, as amended, which permits us to repurchase shares at times that may otherwise be prohibited under its insider trading policy. The share repurchase program does not require us to make purchases within a particular time frame.
At times we have repurchased, and may repurchase in the future, shares pursuant to a Rule 10b5-1 trading plan under the Securities Exchange Act of 1934, as amended, which permits us to repurchase shares at times that may otherwise be prohibited under its insider trading policy.
Depreciation, depletion and amortization (“DD&A”) expense increased $509.2 million to $1.1 billion for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Depreciation, depletion and amortization (“DD&A”) expense increased $362.4 million to $1,470.2 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
As of December 31, 2024, we had a senior secured revolving credit facility (the “Credit Facility”) with a borrowing base of $3.0 billion and an aggregate amount of elected commitments of $1.5 billion that is due July 1, 2027.
As of December 31, 2025, we had a senior secured revolving credit facility (the “Credit Facility”) with a borrowing base of $2.75 billion and an aggregate amount of elected commitments of $2.0 billion that is due November 3, 2029.
The depletion rate increased $3.50 per Boe year-over-year to $12.70 per Boe for the year ended December 31, 2024 primarily due to the purchase consideration allocated to the fair value of oil and gas properties acquired in the Arrangement. General and administrative expenses.
The depletion rate increased $1.82 per Boe year-over-year to $14.12 per Boe for the year ended December 31, 2025 primarily due to the purchase consideration allocated to the fair value of oil and gas properties acquired in the Arrangement and the 2025 Williston Basin Acquisition. General and administrative expenses.
During the year ended December 31, 2024, we repurchased 3,114,007 shares of common stock at a weighted average price of $142.20 per common share for a total cost of $442.8 million under both the October 2024 and October 2023 share repurchase programs. As of December 31, 2024, there was $592.6 million of capacity remaining under the existing $750 million program.
As of December 31, 2025, there was $952.2 million of capacity remaining under the existing $1.0 billion program. During the year ended December 31, 2024, we repurchased 3,114,007 shares of common stock at a weighted average price of $142.20 per common share for a total cost of $442.8 million under our previous share repurchase programs.
For purposes of the Current Ratio, the Credit Facility’s definition of total current assets includes unused commitments under the Credit Facility, which were $1.0 billion as of December 31, 2024, and excludes current hedge assets, which were $35.9 million as of December 31, 2024.
For purposes of the Current Ratio, the Credit Facility’s definition of total current assets includes unused commitments under the Credit Facility, which were $1,967.2 million as of December 31, 2025, and excludes current hedge assets, which were $77.3 million as of December 31, 2025.
For purposes of the Current Ratio, the Credit Facility’s definition of total current liabilities excludes current hedge liabilities, which were $1.2 million as of December 31, 2024.
For purposes of the Current Ratio, the Credit Facility’s definition of total current liabilities excludes current hedge liabilities, which there were none as of December 31, 2025.
The uncertainties 62 Table of Conten ts resulting from the potential economic outcomes of monetary policy decisions of central banks as well as tariff and trade policy decisions of the U.S. or other governments, coupled with the geopolitical risks associated with the continued military conflicts in the Red Sea Region and the wars between Russia and Ukraine and Hamas and Israel, make it difficult to predict future impacts to commodity prices.
The uncertainties resulting from the potential economic outcomes of monetary policy decisions of central banks as well as tariff and trade policy decisions of the U.S. or other governments, coupled with the geopolitical risks associated with the continued military conflicts in the Red Sea Region and the wider Middle East and the recent developments in relations between the United States and Venezuela, make it difficult to predict future impacts to commodity prices.
Business—Exploration and Production Operations—Marketing.” Our average net realized crude oil prices and average price differentials are shown in the tables below for the periods presented: 2024 Year Ended December 31, 2024 Q1 Q2 Q3 Q4 Average realized crude oil prices ($/Bbl) (1) $ 75.32 $ 78.89 $ 73.51 $ 68.79 $ 73.67 Average price differential ($/Bbl) (2) $ (1.71) $ (1.41) $ (1.51) $ (1.49) $ (1.52) Average price differential percentage (2) (2.3) % (1.8) % (2.1) % (2.2) % (2.1) % 2023 Year Ended December 31, 2023 Q1 Q2 Q3 Q4 Average realized crude oil prices ($/Bbl) (1) $ 76.04 $ 73.89 $ 83.22 $ 77.88 $ 77.85 Average price differential ($/Bbl) (2) $ — $ 0.14 $ 0.69 $ (0.52) $ 0.07 Average price differential percentage (2) — % 0.2 % 0.8 % (0.7) % 0.1 % __________________ (1) Realized crude oil prices do not include the effect of derivative contract settlements.
Business—Exploration and Production Operations—Marketing.” Our average net realized crude oil prices and average price differentials are shown in the tables below for the periods presented: 2025 Year Ended December 31, 2025 Q1 Q2 Q3 Q4 Average realized crude oil prices ($/Bbl) (1) $ 69.11 $ 61.62 $ 63.59 $ 56.90 $ 62.78 Average price differential ($/Bbl) (2) $ (2.30) $ (2.15) $ (1.41) $ (2.24) $ (2.02) Average price differential percentage (2) (3.3) % (3.5) % (2.2) % (3.9) % (3.2) % 2024 Year Ended December 31, 2024 Q1 Q2 Q3 Q4 Average realized crude oil prices ($/Bbl) (1) $ 75.32 $ 78.89 $ 73.51 $ 68.79 $ 73.67 Average price differential ($/Bbl) (2) $ (1.71) $ (1.41) $ (1.51) $ (1.49) $ (1.52) Average price differential percentage (2) (2.3) % (1.8) % (2.1) % (2.2) % (2.1) % __________________ (1) Realized crude oil prices do not include the effect of derivative contract settlements.
LOE increased $165.5 million to $824.4 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023. The increase was primarily driven by our expanded operations after the Arrangement contributing $181.3 million of additional LOE period over period.
LOE increased $158.2 million to $982.6 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The increase was primarily driven by our expanded operations after the Arrangement, contributing $115.3 million of additional LOE period over period.
Dividends During the year ended December 31, 2024, we declared base-plus-variable cash dividends of $10.15 per share of common stock, or $507.6 million in aggregate. On February 25, 2025, we declared a base cash dividend of $1.30 per share of common stock. The dividend will be payable on March 26, 2025 to shareholders of record as of March 11, 2025.
Dividends During the year ended December 31, 2025, we declared base cash dividends of $5.20 per share of common stock, or $302.5 million in aggregate. On February 25, 2026, we declared a base cash dividend of $1.30 per share of common stock. The dividend will be payable on March 27, 2026 to shareholders of record as of March 12, 2026.
We had $445.0 million in net borrowings outstanding, primarily made in connection with the Arrangement, and $30.8 million of outstanding letters of credit, resulting in an unused borrowing base capacity of $1.0 billion as of December 31, 2024. Additionally, we are permitted to incur term loans in addition to the revolving loans provided under the Credit Facility.
We had no net borrowings outstanding and $32.8 million of outstanding letters of credit, resulting in an unused borrowing base capacity of $1,967.2 million as of December 31, 2025. Additionally, we are permitted to incur term loans in addition to the revolving loans provided under the Credit Facility.
Our primary liquidity requirements were capital expenditures for the development of oil and gas properties, dividend payments, debt repayments under our Credit Facility, share repurchases, cash consideration and transaction costs associated with the Arrangement, and working capital requirements.
Our primary liquidity requirements were debt repayments under our Credit Facility, capital expenditures for the development of oil and gas properties, acquisitions, debt repayments under the 2026 Senior Notes, share repurchases, dividend payments and working capital requirements.
The net gain of $56.4 million on commodity derivative contracts included an unrealized gain of $313.1 million related to the change in fair value of our commodity derivative contracts primarily driven by a downward shift in the futures curve for forecasted commodity prices, partially offset by a realized loss of $256.7 million on settled commodity derivative contracts.
The net gain of $125.4 million on commodity derivative contracts included a realized gain of $63.8 million on settled commodity derivative contracts, coupled with an unrealized gain of $61.6 million related to the change in fair value of our commodity derivative contracts primarily driven by a downward shift in the futures curve for forecasted commodity prices.
Significant inputs used are subject to management’s judgment and expertise and include, but are not limited to, future production volumes based upon estimates of reserves prepared by our reserve engineers, future operating and development costs, future commodity prices (adjusted for basis differentials) and a market-based weighted average cost of capital rate.
Significant inputs used are subject to management’s judgment and expertise and include, but are not limited to, future oil and gas production from our reserve report, commodity prices based on future pricing assumptions (adjusted for basis differentials), operating and development costs and a discount rate based on our weighted average cost of capital.
We also incurred certain costs for advisory, legal and other third-party fees in connection with the Arrangement, which were recorded to G&A expenses on the Consolidated Statements of Operations. During the year ended December 31, 2024, we incurred merger-related costs of $89.3 million, primarily related to legal and advisory services and severance costs.
We also incurred certain costs for advisory, legal and other third-party fees in connection with the Arrangement, which were recorded to G&A expenses on the Consolidated Statements of Operations.
On a quarterly basis, we pay a commitment fee on the average amount of borrowing base capacity not utilized during the quarter and fees calculated on the average amount of letter of credit balances outstanding during the quarter.
There were no borrowings outstanding under the Credit Facility (as defined below) as of December 31, 2025; however, on a quarterly basis, we pay a commitment fee on the average amount of borrowing base capacity not utilized during the quarter and fees calculated on the average amount of letter of credit balances outstanding during the quarter.
Net cash provided by operating activities was $2.1 billion for the year ended December 31, 2024.
Net cash provided by operating activities was $2,040.7 million for the year ended December 31, 2025.
Net cash used in investing activities during the year ended December 31, 2024 also included proceeds from divestitures of $60.7 million and the receipt of a 2023 contingent consideration earn-out payment of $25.0 million in connection with a 2021 divestiture of certain oil and gas properties.
Net cash used in investing activities for the year ended December 31, 2024 also included proceeds from divestitures of $60.7 million, the receipt of a 2023 contingent consideration earn-out payment of $25.0 million and distributions from our investment in equity securities of $7.2 million.
Our single reportable business segment which is the exploration and production of crude oil, NGLs and natural gas, is the reporting unit that carries our goodwill balance as of December 31, 2024. The fair value of the reporting unit is estimated using an income approach.
Our single reportable business segment, which is the exploration and production of crude oil, NGL and natural gas, was the reporting unit that carried our goodwill balance as of December 31, 2024. The fair value of the reporting unit was determined using an income approach analysis based on the Company’s net discounted future cash flows.
The following table summarizes these commodity derivative contracts: Volumes Weighted Average Prices Commodity Settlement Period Derivative Instrument Total Units Fixed-price swaps Sub-floor Floor Ceiling Crude oil 2025 Fixed-price swaps 2,015,000 Bbls $ 70.45 Crude oil 2025 Two-way collars 91,000 Bbls $ 65.00 $ 77.35 Crude oil 2026 Three-way collars 730,000 Bbls $ 50.00 $ 65.00 $ 73.93 Crude oil 2026 Fixed-price swaps 180,000 Bbls $ 68.67 Crude oil 2027 Three-way collars 182,000 Bbls $ 50.00 $ 65.00 $ 74.15 Natural gas 2025 Fixed-price swaps 15,640,000 MMBtu $ 4.12 Natural gas 2026 Fixed-price swaps 8,220,000 MMBtu $ 3.94 Natural gas 2026 Two-way collars 5,430,000 MMBtu $ 3.83 $ 4.26 Material cash requirements Our material cash requirements from known obligations include repayment of outstanding borrowings and interest payment obligations related to our long-term debt, obligations to plug, abandon and remediate our oil and gas properties at the end of their productive lives, payment of income taxes, obligations associated with outstanding commodity derivative contracts that settle in a loss position, obligations to pay dividends on vested equity awards that include dividend equivalent rights and obligations associated with our leases.
The following table summarizes these commodity derivative contracts: Weighted Average Prices Commodity Settlement Period Derivative Instrument Volumes Fixed-Price Swaps Sub-Floor Floor Ceiling Crude oil 2026 Three-way collars 459,000 Bbls $ 45.00 $ 55.00 $ 67.75 Crude oil 2026 Two-way collars 2,108,000 Bbls $ 60.00 $ 66.28 Crude oil 2027 Three-way collars 1,732,000 Bbls $ 48.42 $ 58.42 $ 72.01 Crude oil 2027 Two-way collars 270,000 Bbls $ 60.00 $ 65.22 Crude oil 2028 Three-way collars 364,000 Bbls $ 48.75 $ 58.75 $ 73.79 Natural gas 2026 Fixed-price swaps 3,220,000 MMBtu $ 4.10 Natural gas 2027 Fixed-price swaps 905,000 MMBtu $ 4.00 Material cash requirements Our material cash requirements from known obligations include repayment of outstanding borrowings and interest payment obligations related to our long-term debt, payment of income taxes, obligations to plug, abandon and remediate our oil and gas properties at the end of their productive lives, obligations associated with our leases, obligations associated with outstanding commodity derivative contracts that settle in a loss position and obligations to pay dividends on equity awards.
In February 2025, we completed our semi-annual borrowing base redetermination, setting the borrowing base at $2.75 billion and increasing the aggregate amount of elected commitments to $2.0 billion. For the year ended December 31, 2024, the weighted average interest rate incurred on borrowings under the Credit Facility was 7.27%, compared to 7.13% for the year ended December 31, 2023.
In November 2025, we completed the semi-annual borrowing base redetermination, which affirmed the borrowing base of $2.75 billion and the aggregate amount of elected commitments of $2.0 billion and entered into the Seventh Amendment to the Amended and Restated Credit Agreement. 61 Table of Content s For the year ended December 31, 2025, the weighted average interest rate incurred on borrowings under the Credit Facility was 6.52%, compared to 7.27% for the year ended December 31, 2024.
The results reported for the year ended December 31, 2024 reflect the consolidated results of Chord, including combined operations with Enerplus beginning on May 31, 2024 and the 2023 acquisition of acreage in the Williston Basin, while the results reported for the year ended December 31, 2023 reflect the consolidated results of Chord, including the 2023 acquisition of acreage in the Williston Basin beginning on June 30, 2023, and excluding the impact from the business combination with Enerplus, unless otherwise noted.
The results reported for the year ended December 31, 2025 reflect the consolidated results of Chord, while the results reported for the year ended December 31, 2024 reflect the consolidated results of Chord, including combined operations with Enerplus beginning on May 31, 2024, unless otherwise noted.
Shareholder Return Highlights • Paid $10.15 per share base-plus-variable cash dividend for the year ended December 31, 2024. • Repurchased $442.8 million of common stock during the year ended December 31, 2024 with $592.6 million remaining under the new $750 million share repurchase program authorized by the Board of Directors in October 2024. • On February 25, 2025, we declared a base cash dividend of $1.30 per share of common stock.
Shareholder Return Highlights • Paid $5.20 per share base cash dividends for the year ended December 31, 2025. • Repurchased $364.5 million of common stock (excluding accrued excise taxes) during the year ended December 31, 2025 with $952.2 million remaining under the new $1.0 billion share repurchase program authorized by the Board of Directors in August 2025. • On February 25, 2026, we declared a base cash dividend of $1.30 per share of common stock.
In an effort to reduce inflationary pressures that emerged in the broader economy, central banks began to aggressively raise interest rates in 2022. After peaking in 2023, interest rates began to trend downward during 2024.
See “Item 8. Financial Statements and Supplementary Data—Note 6—Fair Value Measurements” for additional information. In an effort to reduce inflationary pressures that emerged in the broader economy, central banks began to aggressively raise interest rates in 2022. After peaking in 2023, interest rates began to trend downward during 2024 and 2025.
Purchased oil and gas expenses. Purchased oil and gas expenses increased $651.0 million to $1.4 billion for the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to an increase in the volume of crude oil purchased and subsequently sold, partially offset by lower crude oil and gas prices year-over-year. Production taxes.
Purchased oil and gas expenses decreased $437.2 million to $975.1 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to a decrease in the volume of crude oil purchased and subsequently sold as well as lower crude oil prices year-over-year. Production taxes.
Operational and Financial Highlights • Production volumes averaged 232,737 Boepd (57% oil) for the year ended December 31, 2024. • Lease operating expenses (“LOE”) were $9.68 per Boe for the year ended December 31, 2024. • E&P and other capital expenditures were $1.2 billion for the year ended December 31, 2024. • Net cash provided by operating activities was $2.1 billion and net income was $848.6 million for the year ended December 31, 2024. • Estimated net proved reserves were 883.0 MMBoe as of December 31, 2024, with a Standardized Measure of $8.4 billion and PV-10 of $10.3 billion. • TIL’d 142 gross (93 net) operated wells for the year ended December 31, 2024.
Operational and Financial Highlights • Production volumes averaged 276,620 Boepd (56% oil) for the year ended December 31, 2025. • Lease operating expenses (“LOE”) were $9.73 per Boe for the year ended December 31, 2025. • Capital expenditures (excluding capitalized interest) were $1,357.9 million for the year ended December 31, 2025. • Net cash provided by operating activities was $2,040.7 million and net income was $44.5 million for the year ended December 31, 2025. • Estimated net proved reserves were 917.5 MMBoe as of December 31, 2025, with a Standardized Measure of $7.5 billion and PV-10 of $9.1 billion. • TIL’d 122 gross (99 net) operated wells for the year ended December 31, 2025.
LOE per Boe decreased $0.73 per Boe period over period to $9.68 per Boe for the year ended December 31, 2024 primarily due to higher production volumes and lower workover costs. Gathering, processing and transportation expenses .
LOE per Boe increased $0.05 per Boe period over period to $9.73 per Boe for the year ended December 31, 2025 primarily due to increased workover costs. Gathering, processing and transportation expenses . GPT expenses increased $23.4 million to $290.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Liquidity and Capital Resources As of December 31, 2024, we had $1.1 billion of liquidity available, including $37.0 million in cash and cash equivalents and $1.0 billion of aggregate unused borrowing base capacity available under our Credit Facility (defined below).
Liquidity and Capital Resources As of December 31, 2025, we had $2,156.7 million of liquidity available, including $1,967.2 million of aggregate unused borrowing base capacity available under our Credit Facility (as defined below) and $189.5 million in cash and cash equivalents. We had no net borrowings outstanding under our Credit Facility and $32.8 million of outstanding letters of credit.
Our NGL revenues decreased $15.7 million to $162.1 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Our NGL revenues decreased $23.8 million to $138.3 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
We were in compliance with the financial covenants in the Credit Facility at December 31, 2024. See “Item 8. Financial Statements and Supplementary Data—Note 13—Long-Term Debt” for additional information. Senior unsecured notes. As of December 31, 2024, we had $400.0 million of 6.375% senior unsecured notes (the “Senior Notes”) that mature on June 1, 2026.
We were in compliance with the financial covenants in the Credit Facility at December 31, 2025. See “Item 8. Financial Statements and Supplementary Data—Note 12—Long-Term Debt” for additional information. Senior unsecured notes.
Overview Chord Energy Corporation (together with its consolidated subsidiaries, the “Company” or “Chord”) is an independent exploration and production (“E&P”) company engaged in the acquisition, exploration, development and production of crude oil, natural gas liquids (“NGL”) and natural gas primarily in the Williston Basin.
Overview Chord Energy Corporation, a Delaware corporation (together with our consolidated subsidiaries, the “Company,” “Chord,” “we,” “us,” or “our”), is an independent exploration and production (“E&P”) company engaged in the acquisition, exploration, development and production of crude oil, NGL and natural gas primarily in the Williston Basin with limited non-operated interests in the Marcellus Shale.
Financial Statements and Supplementary Data—Note 13—Long-Term Debt” for additional information. 70 Table of Conten ts Cash flows The following table summarizes our changes in cash flows for the years presented: Year Ended December 31, 2024 2023 (In thousands) Net cash provided by operating activities $ 2,097,227 $ 1,819,851 Net cash used in investing activities (1,753,817) (1,430,306) Net cash used in financing activities (624,458) (664,698) Decrease in cash and cash equivalents $ (281,048) $ (275,153) For a discussion on cash flows for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to “Part II, Item 7.
Cash flows The following table summarizes our changes in cash flows for the years presented: Year Ended December 31, 2025 2024 (In thousands) Net cash provided by operating activities $ 2,040,657 $ 2,097,227 Net cash used in investing activities (1,805,981) (1,753,817) Net cash used in financing activities (82,095) (624,458) Increase (decrease) in cash and cash equivalents $ 152,581 $ (281,048) For a discussion on cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to “Part II, Item 7.
Our mission is to responsibly produce hydrocarbons while exercising capital discipline, operating efficiently, improving continuously and providing a rewarding environment for our employees. We are ideally positioned to enhance return of capital and generate strong free cash flow, while being responsible stewards of the communities and environment where we operate.
We are ideally positioned to generate strong free cash flow and enhance return of capital, while being responsible stewards of the communities and environment where we operate.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

17 edited+2 added−4 removed9 unchanged
Biggest changeInterest rate risk. At December 31, 2024, we had $400.0 million of senior unsecured notes at a fixed cash interest rate of 6.375% per annum. At December 31, 2024, we had $445.0 million net borrowings outstanding and $30.8 million of outstanding letters of credit issued under the Credit Facility.
Biggest changeAt December 31, 2025, we had $750.0 million of senior unsecured notes at a fixed interest rate of 6.750% per annum and $750.0 million of senior unsecured notes at a fixed cash interest rate of 6.000% per annum.
Borrowings under the Credit Facility are subject to varying rates of interest based on (i) the total outstanding borrowings (including the value of all outstanding letters of credit) in relation to the borrowing base and (ii) whether the loan is a Term SOFR Loan or an ABR Loan (each as defined in the amended and restated credit agreement).
Borrowings under the Credit Facility are subject to varying rates of interest based on (i) the total outstanding borrowings (including the value of all outstanding letters of credit) in relation to the borrowing base and (ii) whether the loan is a Term SOFR Loan, an ABR Loan or a Swingline Loan (each as defined in the amended and restated credit agreement).
In addition, entering into derivative instruments could limit the benefit we would receive from increases in the prices for crude oil, NGLs and natural gas. We recognize all derivative instruments at fair value. The credit standing of our counterparties is analyzed and factored into the fair value amounts recognized on our Consolidated Balance Sheets.
In addition, entering into derivative instruments could limit the benefit we would receive from increases in the prices for crude oil, NGL and natural gas. We recognize all derivative instruments at fair value. The credit standing of our counterparties is analyzed and factored into the fair value amounts recognized on our Consolidated Balance Sheets.
It is difficult to predict whether such inflationary pressures will have a materially negative impact to our overall financial and operating results in 2025; however, such inflationary pressures are not expected to materially impact our overall liquidity position, cash requirements or financial position, or the ability to conduct our day-to-day drilling, completion and production activities.
It is difficult to predict whether such inflationary pressures will have a materially negative impact to our overall financial and operating results in the future; however, such inflationary pressures are not expected to materially impact our overall liquidity position, cash requirements or financial position, or the ability to conduct our day-to-day drilling, completion and production activities.
These entities participate in our wells primarily based on their ownership in leases on which we choose to drill. We have limited ability to control participation in our wells. For the year ended December 31, 2024, our credit losses on joint interest receivables were immaterial.
These entities participate in our wells primarily based on their ownership in leases on which we choose to drill. We have limited ability to control participation in our wells. For the year ended December 31, 2025, our credit losses on joint interest receivables were immaterial.
We are exposed to market risk as the prices of crude oil, NGLs and natural gas fluctuate as a result of a variety of factors, including changes in supply and demand and the macroeconomic environment, all of which are typically beyond our control.
We are exposed to market risk as the prices of crude oil, NGL and natural gas fluctuate as a result of a variety of factors, including changes in supply and demand and the macroeconomic environment, all of which are typically beyond our control.
The markets for crude oil, NGLs and natural gas have been volatile, especially over the last several years and these prices will likely continue to be volatile in the future.
The markets for crude oil, NGL and natural gas have been volatile, especially over the last several years and these prices will likely continue to be volatile in the future.
Interest rate derivatives would be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio. 77 Table of Conten ts Counterparty and customer credit risk. Joint interest receivables arise from billing entities which own partial interest in the wells we operate.
Interest rate derivatives would be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio. Counterparty and customer credit risk. Joint interest receivables arise from billing entities which own partial interest in the wells we operate.
Historically, our credit losses on crude oil, NGL and natural gas sales receivables have been immaterial. In addition, our crude oil and natural gas derivative arrangements expose us to credit risk in the event of nonperformance by counterparties.
Historically, our credit losses on crude oil, NGL and natural gas sales receivables have been immaterial. 68 Table of Content s In addition, our crude oil and natural gas derivative arrangements expose us to credit risk in the event of nonperformance by counterparties.
Derivative assets and liabilities arising from our derivative contracts with the same counterparty are also reported on a net basis, as all counterparty contracts provide for net settlement. The fair value of our unrealized crude oil derivative positions at December 31, 2024 was a net asset of $16.2 million.
Derivative assets and liabilities arising from our derivative contracts with the same counterparty are also reported on a net basis, as all counterparty contracts provide for net settlement. The fair value of our unrealized crude oil derivative positions at December 31, 2025 was a net asset of $62.7 million.
See “Part I, Item 1A.—Risk Factors—Our profitability may be negatively impacted by inflationary pressures in the cost of labor, materials and services and general economic, business or industry conditions” for additional information. 78 Table of Conten ts
See “Part I, Item 1A.—Risk Factors—Our profitability may be negatively impacted by inflationary pressures in the cost of labor, materials and services and general economic, business or industry conditions” for additional information. 69 Table of Content s
A 10% increase in natural gas prices would decrease the fair value of this unrealized derivative liability position by approximately $6.3 million, while a 10% decrease in natural gas prices would increase the fair value of this unrealized derivative liability position by approximately $6.3 million. See “Item 7.
A 10% increase in natural gas prices would decrease the fair value of this unrealized derivative asset position by approximately $15.3 million, while a 10% decrease in natural gas prices would increase the fair value of this unrealized derivative asset position by approximately $20.2 million. See “Item 7.
Costs of certain materials and services remained elevated in 2023 and 2024, and inflationary pressures could continue or increase in 2025. We seek to mitigate these inflationary impacts by reviewing our pricing agreements on a regular basis and entering into agreements with our service providers to manage costs and availability of certain services that are utilized in our operations.
We seek to mitigate these inflationary impacts by reviewing our pricing agreements on a regular basis and entering into agreements with our service providers to manage costs and availability of certain services that are utilized in our operations.
A 10% increase in crude oil prices would decrease the fair value of this unrealized derivative asset position by approximately $55.9 million, while a 10% decrease in crude oil prices would increase the fair value of this unrealized derivative asset position by approximately $54.3 million.
A 10% increase in crude oil prices would decrease the fair value of this unrealized derivative asset position by approximately $39.1 million, while a 10% decrease in crude oil prices would increase the fair value of this unrealized derivative asset position by approximately $36.8 million.
The fair value of our unrealized natural gas derivative positions at December 31, 2024 was a net liability of $1.6 million.
The fair value of our unrealized natural gas derivative positions at December 31, 2025 was a net asset of $13.5 million.
We do not currently, but may in the future, utilize interest rate derivatives to mitigate interest rate exposure in an attempt to reduce interest rate expense related to debt issued under the Credit Facility.
See “Item 8. Financial Statements and Supplementary Data—Note 12—Long-Term Debt” for additional information on the interest incurred on the Credit Facility. We do not currently, but may in the future, utilize interest rate derivatives to mitigate interest rate exposure in an attempt to reduce interest rate expense related to debt issued under the Credit Facility.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Market Conditions and Commodity Prices,” for further discussion on the commodity price environment.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Market Conditions and Commodity Prices,” for further discussion on the commodity price environment. See “Item 8. Financial Statements and Supplementary Data—Note 7— Derivative Instruments” and “Note 6—Fair Value Measurements” for additional information regarding our commodity derivative contracts. Interest rate risk.
Removed
In addition, in connection with the 2021 divestiture of certain oil and gas properties, we are entitled to receive up to three earn-out payments of $25.0 million per year for each of 2023, 2024 and 2025 if the average daily settlement price of NYMEX WTI crude oil exceeds $60 per barrel for such year.
Added
At December 31, 2025, we had no borrowings outstanding and $32.8 million of outstanding letters of credit issued under the Credit Facility; therefore, a 100-basis point increase in interest rates would have no impact on our annual interest expense.
Removed
As of December 31, 2024, the fair value of this contingent consideration was $22.8 million. We received $25.0 million related to the 2023 and 2024 earn-out payments in January 2024 and 2025, respectively. See “Item 8. Financial Statements and Supplementary Data—Note 7— Derivative Instruments” and “Note 6—Fair Value Measurements” for additional information regarding our commodity derivative contracts and other derivatives.
Added
Although inflation rates in the United States have moderated, they have remained persistent in recent years. Costs of certain materials and services have remained elevated, and inflationary pressures could continue or increase in the future.
Removed
As of December 31, 2024, if interest rates were to increase by 100 basis points on the Credit Facility, the impact on our annual interest expense would not be material. See “Item 8. Financial Statements and Supplementary Data—Note 13—Long-Term Debt” for additional information on the interest incurred on the Credit Facility.
Removed
Similar to other companies in our industry, we experienced an increase in the costs of labor, materials and services beginning in 2022 due to a combination of factors, including: (i) global supply chain disruptions, (ii) increased demand for materials and services after COVID-19 and (iii) labor shortages. The combination of these factors increased our operating costs and capital expenditures.

Other CHRD 10-K year-over-year comparisons