Long-Term Debt

3 Months Ended

Mar. 31, 2026

Note 6 - Long-Term Debt

Credit Agreement

The Company’s Credit Agreement provides for a senior secured revolving credit facility with a maximum loan amount of $5.0 billion. As of March 31, 2026, the borrowing base and aggregate revolving lender commitments under the Credit Agreement were $5.0 billion and $2.5 billion, respectively. In connection with the closing of the Civitas Merger on January 30, 2026, the Company and its lenders entered into the Fourth Amendment to the Credit Agreement (“Fourth Amendment”) to, among other things: (i) permit the assumption of outstanding Civitas senior unsecured notes and add the subsidiaries of Civitas as guarantors under the Credit Agreement, (ii) extend the scheduled maturity date for elected revolving commitments to January 30, 2031, (iii) increase the aggregate revolving lender commitments available under the Credit Agreement from $2.0 billion to $2.5 billion and add three new lender counterparties, (iv) increase the borrowing base from $3.0 billion to $5.0 billion, (v) eliminate the credit spread adjustment applicable to term SOFR loans (as defined in the Credit Agreement), and (vi) make certain other amendments to the financial covenant definitions and provide additional flexibility under certain affirmative covenants, negative covenants and events of default. Subsequent to March 31, 2026, the semi-annual borrowing base redetermination was completed, which reaffirmed both the Company’s borrowing base and aggregate lender commitments at existing amounts, after giving effect to the South Texas Divestiture. The next borrowing base redetermination is scheduled to occur on October 1, 2026.

Interest and commitment fees associated with the revolving credit facility are accrued based on a borrowing base utilization grid set forth in the Credit Agreement, as presented in Note 5 - Long-Term Debt in the 2025 Form 10-K. At the Company’s election, borrowings under the Credit Agreement may be in the form of Secured Overnight Financing Rate (“SOFR”) revolving loans, Alternate Base Rate (“ABR”) revolving loans, or Swingline loans. SOFR revolving loans accrue interest at SOFR plus the applicable margin from the utilization grid, and ABR revolving loans and Swingline loans accrue interest at a market-based floating rate, plus the applicable margin from the utilization grid. Commitment fees are accrued on the unused portion of the aggregate revolving lender commitment amount at rates from the utilization grid.

The following table presents the outstanding balance, total amount of letters of credit outstanding, and available borrowing capacity under the Credit Agreement:


	As of April 23, 2026		As of March 31, 2026		As of December 31, 2025

	(in millions)
Revolving credit facility (1)	$	—	$	—	$	—
Letters of credit (2)	4		4		2
Available borrowing capacity	2,496		2,496		1,999
Total aggregate revolving lender commitment amount	$	2,500	$	2,500	$	2,000

____________________________________________

Note: Amounts may not calculate due to rounding.

(1) Unamortized deferred financing costs attributable to the revolving credit facility are presented as a component of the other noncurrent assets line item in the accompanying balance sheets and totaled $22 million and $15 million as of March 31, 2026, and December 31, 2025, respectively. These costs are being amortized over the term of the Credit Agreement on a straight-line basis.

(2) Letters of credit outstanding reduce the amount available under the revolving credit facility on a dollar-for-dollar basis.

Assumption of Civitas Senior Notes and Payoff of Civitas Revolving Credit Facility

In connection with the completion of the Civitas Merger, as contemplated by the Merger Agreement, the Company assumed $4.9 billion in aggregate principal amount of outstanding unsecured senior notes previously issued by Civitas (“Civitas Senior Notes”). The Civitas Senior Notes were recorded at their respective fair values as of the Closing Date. Because the fair values exceeded the aggregate principal amounts outstanding, the Company recorded a premium, which will be amortized over the remaining terms of the notes.

On the Closing Date of the Civitas Merger, as contemplated by the Merger Agreement, the Company used cash on hand to repay in full the outstanding borrowings under the Civitas revolving credit facility, including accrued and unpaid interest and applicable fees, resulting in a total payment of $201 million. This repayment extinguished the related obligations and resulted in the release of all associated liens. This payment was made by the Company on behalf of Civitas and has been reflected as consideration transferred in the preliminary purchase price allocation in accordance with ASC 805, as presented in Note 2 - Mergers, Acquisitions, and Divestitures.

Senior Notes

The table below summarizes the interest rates, maturity dates, and semi-annual interest payment dates related to the Company’s Senior Notes (collectively referred to as “Senior Notes”) as of March 31, 2026:

Interest Rate

Interest Payment Dates

Maturity Date

Senior Notes due 2026

6.75%

March 15, September 15

September 15, 2026

Senior Notes due 2026 (1)

5.0%

April 15, October 15

October 15, 2026

Senior Notes due 2027

6.625%

January 15, July 15

January 15, 2027

Senior Notes due 2028 (1)

8.375%

January 1, July 1

July 1, 2028

Senior Notes due 2028

6.5%

January 15, July 15

July 15, 2028

Senior Notes due 2029

6.75%

February 1, August 1

August 1, 2029

Senior Notes due 2030 (1)

8.625%

May 1, November 1

November 1, 2030

Senior Notes due 2031 (1)

8.75%

January 1, July 1

July 1, 2031

Senior Notes due 2032

7.0%

February 1, August 1

August 1, 2032

Senior Notes due 2033 (1)

9.625%

June 15, December 15

June 15, 2033

Senior Notes due 2034

6.625%

April 15, October 15

April 15, 2034

____________________________________________

(1) Civitas Senior Notes assumed as part of the Civitas Merger.

The Senior Notes, net line items in the accompanying balance sheets as of March 31, 2026, and December 31, 2025, consisted of the following:


	As of March 31, 2026
	Principal Amount		Unamortized Premium		Unamortized Deferred Financing Costs		Principal Amount, Net

	(in millions)
6.75% Senior Notes due 2026 (1)	$	419	$	—	$	—	$	419
5.0% Senior Notes due 2026 (1)(2)	400		—		—		400
6.625% Senior Notes due 2027	417		—		(1)		416
8.375% Senior Notes due 2028 (2)	566		18		—		584
6.5% Senior Notes due 2028	400		—		(2)		398
6.75% Senior Notes due 2029	750		—		(8)		742
8.625% Senior Notes due 2030 (2)	1,000		56		—		1,056
8.75% Senior Notes due 2031 (2)	1,350		66		—		1,416
7.0% Senior Notes due 2032	750		—		(9)		741
9.625% Senior Notes due 2033 (2)	750		69		—		819
6.625% Senior Notes due 2034	1,000		—		(15)		985
Total	$	7,802	$	209	$	(35)	$	7,976

____________________________________________

(1) As of March 31, 2026, the 6.75% Senior Notes due 2026 (“2026 Senior Notes”), the 5.0% Senior Notes due 2026 (“Civitas 2026 Senior Notes”) originally issued by Civitas, and the 6.625% Senior Notes due 2027 (“2027 Senior Notes”) are presented in the current liabilities section of the accompanying balance sheets.

(2) Civitas Senior Notes assumed as part of the Civitas Merger.



















	As of December 31, 2025
	Principal Amount		Unamortized Deferred Financing Costs		Principal Amount, Net

	(in millions)
6.75% Senior Notes due 2026 (1)	$	419	$	—	$	419

6.625% Senior Notes due 2027	417		(1)		416

6.5% Senior Notes due 2028	400		(3)		397
6.75% Senior Notes due 2029	750		(8)		742


7.0% Senior Notes due 2032	750		(10)		740


Total	$	2,736	$	(22)	$	2,714

____________________________________________

(1) As of December 31, 2025, the 2026 Senior Notes are presented in the current liabilities section of the accompanying balance sheets.

On March 9, 2026, the Company issued $1.0 billion in aggregate principal amount of its 6.625% Senior Notes at par with a maturity date of April 15, 2034 (“2034 Senior Notes”). The Company received net proceeds of $985 million after deducting fees of $15 million, which are being amortized as deferred financing costs over the life of the 2034 Senior Notes. A majority of the net proceeds from the issuance of the 2034 Senior Notes were used to repurchase a portion of the Company’s 8.375% Senior Notes due 2028 (“Civitas 2028 Senior Notes”), originally issued by Civitas, pursuant to the Tender Offer, as described below.

On March 4, 2026, the Company announced the commencement of a cash tender offer (“Tender Offer”) to purchase up to $750 million aggregate principal amount of the outstanding $1.35 billion aggregate principal amount of the Civitas 2028 Senior Notes at a price equal to 103.175 percent of the principal amount outstanding on the date of repurchase, plus accrued and unpaid interest on all notes validly tendered by March 17, 2026. On March 18, 2026, the Company announced it had increased the maximum aggregate principal amount to be accepted in the Tender Offer up to $1.0 billion and amended the terms of the Tender Offer to provide that all notes validly tendered at or prior to April 1, 2026, would be eligible to receive the early tender premium.

During the three months ended March 31, 2026, the Company repurchased $784 million in aggregate principal amount of the Civitas 2028 Senior Notes (“Early Tendered Notes”) pursuant to the Tender Offer, which settled on March 19, 2026. In connection with

the Early Tendered Notes, the Company paid total consideration, including early tender premiums but excluding accrued interest, of $808 million. The Company recorded a loss on extinguishment of debt of $3 million, which included the early tender premium offset by the accelerated recognition of the related portion of unamortized fair value premium recorded on the Closing Date of the Merger. As of March 31, 2026, $566 million in aggregate principal amount of the Civitas 2028 Senior Notes remained outstanding.

The Tender Offer expired on April 1, 2026, and on April 3, 2026, the Company settled an additional $110 million of aggregate principal amount of Civitas 2028 Senior Notes that were validly tendered prior to the expiration of the Tender Offer. The Company paid total consideration, excluding accrued interest, of $114 million.

On April 30, 2026, the Company instructed the trustees under the 2026 Senior Notes and Civitas 2026 Senior Notes to issue notices of full redemption of the $819 million aggregate principal amount outstanding, plus accrued and unpaid interest, to the holders of such Senior Notes. The Company intends to redeem the Civitas 2026 Senior Notes on May 11, 2026, and the 2026 Senior Notes on June 1, 2026. Following these redemptions, the Company will have no remaining Senior Notes maturities in 2026.

The Senior Notes are unsecured senior obligations and rank equal in right of payment with all of the Company’s existing and any future unsecured senior debt and are senior in right of payment to any future subordinated debt. The Company may redeem some or all of its Senior Notes prior to their maturity at redemption prices that may include a premium, plus accrued and unpaid interest as described in the indentures governing the Senior Notes. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing subsidiaries that guarantee the Credit Agreement.

Covenants

The Company is subject to certain financial and non-financial covenants under the Credit Agreement and the indentures governing the Senior Notes that, among other terms, limit the Company’s ability to incur additional indebtedness, make restricted payments including dividends, sell assets, create liens that secure debt, enter into transactions with affiliates, make certain investments, or merge or consolidate with other entities. The Company was in compliance with all financial and non-financial covenants as of March 31, 2026, and through the filing of this report.

Capitalized Interest

Capitalized interest costs for the three months ended March 31, 2026, and 2025, totaled $15 million and $9 million, respectively. The amount of interest the Company capitalizes generally fluctuates based on the amount borrowed, the Company’s capital program, and the timing and amount of costs associated with capital projects that are considered in progress. Capitalized interest costs are included in total costs incurred.