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Form 8-K

sec.gov

8-K — COMSTOCK RESOURCES INC

Accession: 0001193125-26-323767

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000023194

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — crk-20260729.htm (Primary)

EX-99.1 (crk-ex99_1.htm)

GRAPHIC (img15376905_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: crk-20260729.htm · Sequence: 1

8-K

0000023194false0000023194crk:NewYorkStockExchangeTexasMember2026-07-292026-07-2900000231942026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026

COMSTOCK RESOURCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-03262

94-1667468

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5300 Town and Country Blvd.

Suite 500

Frisco, Texas

75034

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 668-8800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.50 (per share)

CRK

New York Stock Exchange

CRK

New York Stock Exchange Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2026, Comstock Resources, Inc. ("Comstock" or the "Company") announced financial results for the quarter ended June 30, 2026. A copy of the press release announcing Comstock's earnings and operating results for this period and other matters is attached hereto as Exhibit 99.1.

The earnings press release contains financial measures that are not in accordance with generally accepted accounting principles in the United States ("GAAP"). Comstock has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, measures of financial performance prepared in accordance with GAAP that are presented in the earnings release.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated July 29, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMSTOCK RESOURCES, INC.

Date:

July 29, 2026

By:

/s/ ROLAND O. BURNS

Roland O. Burns

President and Chief Financial Officer

EX-99.1

EX-99.1

Filename: crk-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

5300 Town and Country Blvd., Suite 500

Frisco, Texas 75034

Telephone: (972) 668-8834

Contact: Ron Mills

VP of Finance and Investor Relations

Web Site: www.comstockresources.com

NEWS RELEASE

For Immediate Release

COMSTOCK RESOURCES, INC. REPORTS

SECOND QUARTER 2026 FINANCIAL AND OPERATING RESULTS

FRISCO, TEXAS, July 29, 2026 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE; NYSE Texas: CRK) today reported financial and operating results for the quarter ended June 30, 2026.

Highlights of 2026's Second Quarter

Return of production growth in quarter with 16% growth over first quarter.

Sold a 27% noncontrolling common equity interest in Pinnacle Gas Services LLC ("Pinnacle") for $600 million and used the proceeds to redeem and retire all of Pinnacle's preferred equity securities and its outstanding indebtedness.

Turned five Western Haynesville wells to sales in the second quarter with an average lateral length of 9,679 feet and an average per well initial production rate of 33 MMcf per day.

Turned twelve Legacy Haynesville wells to sales during the second quarter with an average lateral length of 11,835 feet and an average per well initial production rate of 31 MMcf per day. Five of these wells were horseshoe wells.

Second quarter 2026 financial results:

Natural gas and oil sales, including realized hedging gains, were $332 million for the quarter.

Cash flows from operating activities was $170 million and operating cash flow before changes in working capital was $189 million or $0.65 per share.

Net income available to the Company was $9 million, or $0.03 per share and adjusted net income available to the Company was $8 million or $0.03 per share for the quarter.

Net income was $15 million and adjusted EBITDAX was $245 million.

Financial Results for the Three Months Ended June 30, 2026

Comstock produced 113.1 Bcfe in the second quarter of 2026, which increased 16% from the first quarter of this year and increased 1% from the same period in 2025. During the second quarter of 2026, Comstock realized $2.55 per Mcfe before hedging and $2.93 per Mcfe after hedging. Comstock's natural gas and oil sales in the second quarter of 2026 were $331.6 million (including realized hedging gains of $43.3 million). Cash flows from operating activities in the second quarter of 2026 was $170.2 million. Operating cash flow before changes in working capital generated in the second quarter of 2026 was $188.5 million, and net income available to the

Company for the second quarter was $8.8 million or $0.03 per diluted share. The net income available to the Company in the quarter included a pre-tax $1.0 million unrealized gain on hedging contracts held for price risk management resulting from the change in future natural gas prices since the first quarter of 2026. Excluding this item, exploration expense and gain on sale of assets, adjusted net income available to the Company for the second quarter of 2026 was $8.3 million, or $0.03 per diluted share.

Comstock's production cost per Mcfe in the second quarter returned to normal levels and averaged $0.77 per Mcfe, which was comprised of $0.38 for gathering and transportation costs, $0.25 for lease operating costs, $0.06 for production and other taxes and $0.08 for cash general and administrative expenses. Comstock's unhedged operating margin was 70% in the second quarter of 2026 and 74% after hedging.

Financial Results for the Six Months Ended June 30, 2026

For the six months ended June 30, 2026, production was down 7% to 1,166 MMcfe per day compared to the same period in 2025. Comstock realized $3.35 per Mcfe before hedging and $3.18 per Mcfe after hedging for its production of 211.0 Bcfe. Natural gas and oil sales for the six months ended June 30, 2026 totaled $670.2 million (including realized hedging losses of $37.1 million). Cash flows from operating activities for the first six months of 2026 was $442.2 million. Operating cash flow before changes in working capital generated in the first six months of 2026 was $380.4 million, and net income available to the Company was $116.2 million or $0.40 per diluted share. Net income available to the Company for the first six months of 2026 included a pre-tax $83.8 million unrealized gain on hedging contracts held for price risk management. Excluding this item and exploration expense and gain on sale of assets, adjusted net income available to the Company for the six months ended June 30, 2026 was $47.7 million, or $0.16 per diluted share.

Comstock's production cost per Mcfe for the six months ended June 30, 2026 averaged $0.85 per Mcfe, which was comprised of $0.40 for gathering and transportation costs, $0.27 for lease operating costs, $0.09 for production and other taxes and $0.09 for cash general and administrative expenses. Comstock's unhedged operating margin was 75% for the first six months of 2026 and 73% after hedging.

Drilling Results

Comstock drilled 17 (15.6 net) operated horizontal Haynesville/Bossier shale wells in the second quarter of 2026, which had an average lateral length of 11,104 feet. Comstock turned 16 (12.7 net) operated wells to sales in the second quarter of 2026.

Since its last operational update in May 2026, Comstock has turned 17 (13.6 net) operated Haynesville/Bossier shale wells to sales. These wells had initial production rates that averaged 31 MMcf per day. The completed lateral length of these wells averaged 11,201 feet. Included in the wells turned to sales were five more successful Western Haynesville wells:

Well

Vertical

Depth

(feet)

Completed

Lateral (feet)

Initial

Production

Rate (MMcf

per day)

Ericson KN #1

15,414

7,975

30

Jensen WW #1

14,272

9,243

31

Glass KG #1

14,972

11,182

35

Lotspeich BJ #1

17,903

9,805

34

Jones LA #1

16,069

10,191

33

Earnings Call Information

Comstock has planned a conference call for 10:00 a.m. Central Time on July 30, 2026, to discuss the second quarter 2026 operational and financial results. Investors wishing to listen should visit the Company's website at www.comstockresources.com for a live webcast. Investors wishing to participate in the conference call telephonically will need to register at:

https://register-conf.media-server.com/register/BIb1b9c89894d24cf390641104a3f40885.

Upon registering to participate in the conference call, participants will receive the dial-in number and a personal PIN number to access the conference call. On the day of the call, please dial in at least 15 minutes in advance to ensure a timely connection to the call. The conference call will also be broadcast live in listen-only mode and can be accessed via the website URL: https://edge.media-server.com/mmc/p/xprpo4xr.

If you are unable to participate in the original conference call, a web replay will be available for twelve months beginning at 1:00 p.m. CT on July 30, 2026. The replay of the conference can be accessed using the webcast link: https://edge.media-server.com/mmc/p/xprpo4xr.

This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct. Information concerning the assumptions, uncertainties and risks that may affect the actual results can be found in the Company's filings with the Securities and Exchange Commission ("SEC") available on the Company's website or the SEC's website at sec.gov.

Comstock Resources, Inc. is a leading independent natural gas producer with operations focused on the development of the Haynesville shale in North Louisiana and East Texas. The Company's stock is traded on the NYSE and the NYSE Texas under the symbol CRK.

COMSTOCK RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenues:

Natural gas sales

$

287,745

$

339,225

$

706,020

$

751,511

Oil sales

476

741

1,234

1,443

Total natural gas and oil sales

288,221

339,966

707,254

752,954

Gas services

63,481

130,296

229,982

230,162

Gain on sale of assets

1,580

3,400

Total revenues and other operating income

353,282

470,262

940,636

983,116

Operating expenses:

Production and ad valorem taxes

7,196

10,555

17,621

21,734

Gathering and transportation

43,331

41,759

85,135

84,376

Lease operating

28,150

31,109

56,431

66,109

Exploration

4,427

13,770

2,150

Depreciation, depletion and amortization

167,432

158,379

308,964

326,270

Gas services

63,014

126,714

225,870

243,483

General and administrative

17,151

12,300

35,373

23,380

Total operating expenses

330,701

380,816

743,164

767,502

Operating income

22,581

89,446

197,472

215,614

Other income (expenses):

Gain (loss) from derivative financial instruments

44,365

235,847

46,761

(94,492

)

Other income

259

2,100

522

2,439

Interest expense

(55,042

)

(55,178

)

(108,103

)

(110,015

)

Total other income (expenses)

(10,418

)

182,769

(60,820

)

(202,068

)

Income before income taxes

12,163

272,215

136,652

13,546

(Provision for) benefit from income taxes

2,837

(141,487

)

(9,153

)

1,789

Net income

15,000

130,728

127,499

15,335

Net income attributable to noncontrolling interest

(6,234

)

(5,886

)

(11,283

)

(11,771

)

Net income available to the Company

$

8,766

$

124,842

$

116,216

$

3,564

Net income per share:

Basic

$

0.03

$

0.45

$

0.40

$

0.05

Diluted

$

0.03

$

0.44

$

0.40

$

0.05

Weighted average shares outstanding:

Basic

291,612

290,604

291,465

290,455

Diluted

291,612

294,247

291,465

294,026

COMSTOCK RESOURCES, INC.

OPERATING RESULTS

(In thousands, except per unit amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Natural gas production (MMcf)

113,069

112,164

210,924

227,193

Oil production (Mbbls)

5

13

16

23

Total production (MMcfe)

113,102

112,238

211,021

227,329

Natural gas sales

$

287,745

$

339,225

$

706,020

$

751,511

Natural gas hedging settlements (1)

43,333

4,286

(37,055

)

(3,673

)

Total natural gas including hedging

331,078

343,511

668,965

747,838

Oil sales

476

741

1,234

1,443

Total natural gas and oil sales including hedging

$

331,554

$

344,252

$

670,199

$

749,281

Average natural gas price (per Mcf)

$

2.54

$

3.02

$

3.35

$

3.31

Average natural gas price including hedging (per Mcf)

$

2.93

$

3.06

$

3.17

$

3.29

Average oil price (per barrel)

$

95.20

$

57.00

$

77.13

$

62.74

Average price (per Mcfe)

$

2.55

$

3.03

$

3.35

$

3.31

Average price including hedging (per Mcfe)

$

2.93

$

3.07

$

3.18

$

3.30

Production and ad valorem taxes

$

7,196

$

10,555

$

17,621

$

21,734

Gathering and transportation

43,331

41,759

85,135

84,376

Lease operating

28,150

31,109

56,431

66,109

Cash general and administrative (2)

8,792

6,771

19,570

13,411

Total production costs

$

87,469

$

90,194

$

178,757

$

185,630

Production and ad valorem taxes (per Mcfe)

$

0.06

$

0.09

$

0.09

$

0.10

Gathering and transportation (per Mcfe)

0.38

0.37

0.40

0.37

Lease operating (per Mcfe)

0.25

0.28

0.27

0.29

Cash general and administrative (per Mcfe)

0.08

0.06

0.09

0.06

Total production costs (per Mcfe)

$

0.77

$

0.80

$

0.85

$

0.82

Unhedged operating margin

70

%

73

%

75

%

75

%

Hedged operating margin

74

%

74

%

73

%

75

%

Gas services revenue

$

63,481

$

130,296

$

229,982

$

230,162

Gas services expenses

63,014

126,714

225,870

243,483

Gas services margin

$

467

$

3,582

$

4,112

$

(13,321

)

Natural Gas and Oil Capital Expenditures:

Unproved property acquisitions

$

20,409

$

9,932

$

39,449

$

19,616

Total natural gas and oil properties acquisitions

$

20,409

$

9,932

$

39,449

$

19,616

Exploration and Development:

Development leasehold

$

4,006

$

5,295

$

7,374

$

8,851

Exploratory drilling and completion

174,359

130,997

349,134

231,104

Development drilling and completion

199,356

123,991

357,915

269,569

Other development costs

12,707

7,919

19,277

8,434

Total exploration and development capital expenditures

$

390,428

$

268,202

$

733,700

$

517,958

(1)

Included in gain (loss) from derivative financial instruments in operating results.

(2)

Excludes stock-based compensation.

COMSTOCK RESOURCES, INC.

NON-GAAP FINANCIAL MEASURES

(In thousands, except per share amounts)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

ADJUSTED NET INCOME AVAILABLE TO THE COMPANY:

Net income available to the Company

$

8,766

$

124,842

$

116,216

$

3,564

Unrealized (gain) loss from derivative financial instruments

(1,032

)

(231,561

)

(83,816

)

90,819

Exploration expense

4,427

13,770

2,150

Gain on sale of assets

(1,580

)

(3,400

)

Adjustment to income taxes

(2,330

)

140,873

4,919

(14,419

)

Adjusted net income available to the Company(1)

$

8,251

$

34,154

$

47,689

$

82,114

Adjusted net income available to the Company per share(2)

$

0.03

$

0.12

$

0.16

$

0.28

Diluted shares outstanding

291,612

294,247

291,465

294,026

ADJUSTED EBITDAX:

Net income

$

15,000

$

130,728

$

127,499

$

15,335

Interest expense

55,042

55,178

108,103

110,015

Income taxes

(2,837

)

141,487

9,153

(1,789

)

Depreciation, depletion, and amortization

167,432

158,379

308,964

326,270

Exploration

4,427

13,770

2,150

Unrealized (gain) loss from derivative financial instruments

(1,032

)

(231,561

)

(83,816

)

90,819

Stock-based compensation

8,359

5,529

15,803

9,971

Gain on sale of assets

(1,580

)

(3,400

)

Total Adjusted EBITDAX (3)

$

244,811

$

259,740

$

496,076

$

552,771

OPERATING CASH FLOW BEFORE CHANGES IN WORKING CAPITAL(4):

Cash flows from operating activities

$

170,205

$

347,564

$

442,170

$

522,310

Increase (decrease) in accounts receivable

11,542

(34,978

)

(61,952

)

(1,318

)

Increase (decrease) in other current assets

12,148

(25,322

)

2,949

(25,881

)

Increase in accounts payable and accrued expenses

(5,390

)

(77,628

)

(2,764

)

(46,487

)

Operating cash flow before changes in working capital

$

188,505

$

209,636

$

380,403

$

448,624

(1)

Adjusted net income available to the Company is presented because of its acceptance by investors and by Comstock management as an indicator of the Company's profitability excluding non-cash unrealized gains and losses on derivative financial instruments, exploration expense and other unusual items.

(2)

Adjusted net income available to the Company per share is calculated to include the dilutive effects of unvested restricted stock pursuant to the two-class method and performance stock units pursuant to the treasury stock method.

(3)

Adjusted EBITDAX is presented in the earnings release because management believes that adjusted EBITDAX, which represents Comstock's results from operations before interest, income taxes, and certain non-cash items, including depreciation, depletion and amortization, unrealized gains and losses on derivative financial instruments and exploration expense, is a common alternative measure of operating performance used by certain investors and financial analysts.

(4)

Operating cash flow before changes in working capital is presented in the earnings release because management believes it to be useful to investors as a measure of operating cash generation of the Company based on the revenues and expenses that were related to the period versus the period when the revenues were received or expenses paid while enhancing comparability across periods. Operating cash flow before changes in working capital is not a measure of Comstock's liquidity or actual cash generation.

COMSTOCK RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

June 30,

2026

December 31,

2025

ASSETS

Cash and cash equivalents

$

45,008

$

23,930

Accounts receivable

180,593

242,545

Derivative financial instruments

53,156

19,206

Other current assets

59,804

75,257

Total current assets

338,561

360,938

Property and equipment, net

6,756,314

6,215,494

Goodwill

335,897

335,897

Operating lease right-of-use assets

71,684

94,733

Derivative financial instruments

22,230

$

7,524,686

$

7,007,062

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable

$

503,111

$

501,695

Accrued costs

171,187

153,248

Operating leases

37,598

46,937

Derivative financial instruments

27,636

Total current liabilities

711,896

729,516

Long-term debt

3,098,770

2,809,066

Deferred income taxes

495,428

437,098

Long-term operating leases

33,570

47,692

Asset retirement obligation

21,444

20,787

Total liabilities

4,361,108

4,044,159

Stockholders' Equity:

Common stock

146,810

146,527

Additional paid-in capital

1,191,881

1,376,053

Accumulated earnings

1,240,446

1,124,230

Total stockholders' equity attributable to Comstock

2,579,137

2,646,810

Noncontrolling interest

584,441

316,093

Total stockholders' equity

3,163,578

2,962,903

$

7,524,686

$

7,007,062

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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