Form 8-K

8-K — Chord Energy Corp

Accession: 0001486159-26-000029

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001486159

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — oas-20260805.htm (Primary)

EX-99.1 (chrd-q22026earningsrelease.htm)

GRAPHIC (chordenergylogo_hxrgba.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: oas-20260805.htm · Sequence: 1

oas-20260805

0001486159false00014861592026-08-052026-08-05

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): August 5, 2026

____________________________________________________________________

CHORD ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________________________________

Delaware 001-34776 80-0554627

(State or other jurisdiction of

incorporation or organization) (Commission

File Number) (I.R.S. Employer

Identification No.)

1001 Fannin Street, Suite 1500

Houston, Texas

77002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (281) 404-9500

Not Applicable.

(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 (see General Instruction A.2. below):

☐ 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 $0.01 per share CHRD The Nasdaq Stock Market LLC

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 August 5, 2026, Chord Energy Corporation (the “Company”) announced its financial and operating results for the quarter ended June 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit

99.1

Press release dated August 5, 2026.

104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

SIGNATURE

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 thereunto duly authorized.

CHORD ENERGY CORPORATION

(Registrant)

Date: August 5, 2026

By: /s/ Shannon B. Kinney

Shannon B. Kinney

Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary

EX-99.1

Filename: chrd-q22026earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

Chord Energy Reports Second Quarter 2026 Financial and Operating Results, Declares Base Dividend and Updates 2026 Outlook

Houston, Texas — August 5, 2026 — Chord Energy Corporation (NASDAQ: CHRD) (“Chord,” “Chord Energy,” or the “Company”) today reported financial and operating results for the second quarter 2026.

Key Takeaways and Updates:

•Operational Strength: Cash Flow from Operations and Adjusted Free Cash Flow exceeded expectations in 2Q26, supported by oil volumes at the high-end of guidance, and capital expenditures (“CapEx”) modestly below midpoint guidance;

•Shareholder Returns: Returned 54% of Adjusted Free Cash Flow(1) to shareholders through the base dividend of $1.30 per share and $147.4MM of share repurchases;

•Executing 4-Mile Laterals: Successfully executed and turned in line (“TIL”) four additional 4-mile pads; and

•Enhancing Base Production: Continuing to benefit from strength in base production performance which is driving volumes above the initial 2026 plan. Broadening scope of chemical workover program to test multiple new opportunities.

2Q26 Operational and Financial Highlights:

•Strong Volumes: Oil volumes of 165.4 MBopd were at the high-end of guidance;

•Capital Discipline: CapEx of $416MM (excluding $0.7MM of reimbursable non-op CapEx) was modestly below midpoint guidance;

•Realizations: Oil, natural gas and NGL realizations were favorable vs. midpoint guidance;

•Profitability: Net income was $525.2MM and Adjusted Net Income(1) was $361.7MM ($6.44/diluted share); and

•Cash Generation: Net cash provided by operating activities was $1,116.2MM, Adjusted EBITDA(1) was $923.5MM and Adjusted Free Cash Flow(1) was $414.1MM (excluding $0.7MM of reimbursable non-op CapEx).

(1) Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable financial measures under United States generally accepted accounting principles (“GAAP”).

"Chord delivered another quarter of strong operational and financial performance, reflecting the continued execution of our strategy," said Danny Brown, Chord Energy's President and Chief Executive Officer. "Adjusted free cash flow came in above expectations driven by oil production at the high end of guidance and capital spending below midpoint guidance. Shareholder returns continue to be robust with Chord returning 54% of free cash flow in the second quarter, and Chord is expected to increase returns to 75% of free cash flow in the third quarter as leverage fell below half a turn at quarter-end. Operationally, the Chord team continues to demonstrate progress on the four-mile lateral program as well as our base production enhancement initiatives. Disciplined capital allocation, operational efficiency, and a peer-leading balance sheet position Chord to navigate the volatile macro environment and generate strong, sustainable free cash flow. I want to thank the entire Chord team for their continued commitment to safe, efficient operations and for their focus on creating long-term value for our shareholders."

2Q26 Operational and Financial Update:

The following table presents select 2Q26 operational and financial data compared to guidance released on May 5, 2026:

Metric 2Q26 Actual 2Q26 Guidance

Oil Volumes (MBopd) 165.4 162.5 - 165.5

NGL Volumes (MBblpd) 53.0 50.5 - 51.5

Natural Gas Volumes (MMcfpd) 408.0 400.0 - 408.0

Total Volumes (MBoepd) 286.4 279.7 - 285.0

CapEx ($MM)(1)

$416.7 $410 - $440

Oil Premium to WTI ($/Bbl) $1.27 $0.50 - $1.50

NGL Realization (% of WTI) 10% 4% - 10%

Natural Gas Realization (% of Henry Hub) 32% 25% - 35%

LOE ($/Boe)

$10.28 $9.70 - $10.70

Cash GPT ($/Boe)(2)

$2.83 $2.70 - $3.20

Cash G&A ($MM)(2)

$21.1 $24 - $26

Production Taxes (% of Oil, NGL and Natural Gas Sales) 8.4% 7.9% - 8.3%

Cash Interest ($MM)(2)

$26.0 $25 - $27

Cash Tax ($MM)(3)

$67.4 -

Cash Tax (% of Adjusted EBITDA) 7.3% 2% - 8%

___________________

(1)2Q26 includes $0.7MM of reimbursable non-op CapEx.

(2)Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable financial measures under GAAP.

(3)Represents actual cash taxes paid in 2Q26 presented on a cash basis and does not include changes in accrued tax amounts included in working capital and deferred taxes within our condensed consolidated financial statements.

Chord had 66 gross (47 net) operated TILs in 2Q26.

Return of Capital:

Chord declared a base dividend of $1.30 per share of common stock. The dividend will be payable on September 4, 2026 to shareholders of record as of August 20, 2026.

The Company repurchased 1,104,346 shares of common stock at a weighted average price of $133.47 per share totaling $147.4MM in 2Q26. Shares issued and outstanding were 55.2MM (56.0MM on a fully-diluted basis) as of June 30, 2026, compared to 56.3MM (57.1MM on a fully-diluted basis) as of March 31, 2026. Details regarding the Return of Capital calculation can be found in the Company’s most recent investor presentation located on its website at https://ir.chordenergy.com/presentations.

Operations Update:

•4-Mile Laterals: Since Chord’s last update, the Company TIL’d four additional 4-mile pads. As of early 3Q26, the Company has executed 26 total 4-mile wells. Capital costs continue to be in line with expectations, supported by multi-well efficiencies. Drilling and completion execution and early performance of the 4-mile program is in line with expectations. Chord is scaling its 4-mile program and management expects 4-mile laterals to become a larger part of our program.

•Execution: Chord continues to demonstrate strong operational execution and improving cycle times across its Williston Basin program. The Company drilled the deepest measured depth well in the Basin at 33,810ft. The team executed the Basin’s first trimulfrac completion, furthering cost efficiencies on 4-mile developments. Chord expects to continue implementing this technology in certain areas. Cleanouts continue to reach total depth, ensuring contribution from the toe. Additionally, the Company continues to benefit from reduced facilities-related capital through equipment re-use and scalable facility design.

•Production/LOE: Chord continues to deliver on base production, focusing on initiatives with favorable risk/reward and attractive return potential. Key areas of focus include the continued application of AI to optimize artificial lift, expanding workover activity, various chemical treatment programs, logistics optimization, reducing cycle times to return non-producing wells, as well as other initiatives. Chord is broadening the scope of its chemical workover program to test multiple new opportunities.

2026 Outlook Update:

Chord is updating its 2026 guidance to reflect 1H26 performance and its latest forecasts. In 2026, Chord expects to generate approximately $3.0B of Adjusted EBITDA and $1.3B of Adjusted Free Cash Flow including the impact of derivatives ($75/Bbl WTI and $3.00/MMBtu Henry Hub for 2H26).

Key Update Summary:

•Volumes: FY26 oil volume midpoint guidance unchanged at 161 MBopd;

•3Q26 oil volume midpoint guidance of 163.0 MBopd reflects continued positive impacts from production optimization initiatives and an acceleration of TILs into 2Q26;

•4Q26 oil volumes expected to decline from 3Q26 levels reflecting fewer TILs and the acceleration of completions activity and volumes into 2Q26;

•Capital: FY26 CapEx midpoint guidance remains unchanged at $1.4B;

•3Q26 CapEx midpoint guidance of $375MM reflects a decline in activity from 2Q26 and plans to drop the second frac crew in 3Q26;

•4Q26 CapEx is expected to fall from 3Q26 levels reflecting lower activity;

•Realizations: Adjusting realization guidance to reflect the current market outlook;

•LOE: FY26 LOE midpoint increased to $10.30/BOE, reflecting additional production enhancement initiatives discussed above, higher workover costs and higher non-operated LOE;

•Production Taxes: Slightly increasing guidance reflecting higher oil revenue (oil production tax is a higher percentage than gas and NGLs);

•Cash Taxes: FY26 midpoint guidance remains unchanged assuming $70-$100/bbl WTI in 2H26; and

•Activity: Chord plans to TIL 140 – 160 gross operated wells with an average working interest of ~75%.

The following table presents select operational and financial guidance for the periods presented:

Metric 3Q26 Guidance 4Q26 Guidance FY26 Guidance

Oil Volumes (MBopd) 161.5 - 164.5 156.0 - 159.0 160.2 - 161.8

NGL Volumes (MBblpd) 50.0 - 52.0 49.0 - 51.0 50.2 - 51.4

Natural Gas Volumes (MMcfpd) 397.0 - 405.0 410.0 - 418.0 406.6 - 410.6

Total Volumes (MBoepd) 277.7 - 284.0 273.3 - 279.7 278.2 - 281.8

CapEx ($MM) $360 - $390 $242 - $292 $1,360 - $1,440

Oil Premium/(Discount) to WTI ($/Bbl) $(0.70) - $0.30 $(1.50) - $0.50 $(0.80) - $(0.00)

NGL Realization (% of WTI) 4% - 10% 4% - 14% 7% - 11%

Natural Gas Realization (% of Henry Hub) 20% - 30% 35% - 45% 38% - 44%

LOE ($/Boe) $10.00 - $11.00 $10.00 - $11.00 $10.05 - $10.55

Cash GPT ($/Boe)(1)

$2.75 - $3.15 $2.80 - $3.20 $2.80 - $3.00

Cash G&A ($MM)(1)

$25 - $27 $25 - $27 $98 - $103

Production Taxes (% of Oil, NGL and Natural Gas Sales) 8.0% - 8.4% 8.0% - 8.4% 8.0% - 8.2%

Cash Interest ($MM)(1)

$25 - $27 $25 - $27 $102 - $106

Cash Tax (% of Adjusted EBITDA)(2)

3% - 9% 4% - 12% 5% - 8%

___________________

(1)Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable financial measures under GAAP.

(2)2H26 reflects $70/Bbl – $100/Bbl WTI.

Select Operational and Financial Data:

The following table presents select operational and financial data for the periods presented:

2Q26 1Q26 2Q25

Production data:

Crude oil (MBopd) 165.4 158.0 156.7

NGL (MBblpd)

53.0 49.0 54.1

Natural gas (MMcfpd)(1)

408.0 411.4 425.9

Total production (MBoepd) 286.4 275.6 281.9

Percent crude oil 57.8 % 57.3 % 55.6 %

Average sales prices:

Crude oil, without realized derivatives ($/Bbl) $ 93.99 $ 70.05 $ 61.62

Differential to NYMEX WTI ($/Bbl) 1.27 (2.35) (2.15)

Crude oil, with realized derivatives ($/Bbl)

86.94 69.57 62.58

Crude oil realized derivatives gain (loss) ($MM)

(106.2) (6.9) 13.7

NGL, without realized derivatives ($/Bbl)

9.25 8.66 5.80

NGL, with realized derivatives ($/Bbl)

9.25 8.66 5.80

Natural gas, without realized derivatives ($/Mcf)(2)

0.94 3.14 1.10

Natural gas, with realized derivatives ($/Mcf)

1.29 2.82 1.11

Natural gas realized derivatives gain (loss) ($MM)

13.0 (11.6) 0.4

Selected financial data ($MM):

Revenues:

Crude oil revenues

$ 1,415.0 $ 996.3 $ 878.9

NGL revenues

44.6 38.2 28.6

Natural gas revenues

34.7 116.1 42.8

Total oil, NGL and natural gas revenues $ 1,494.3 $ 1,150.6 $ 950.3

Cash flows:

Net cash provided by operating activities: $ 1,116.2 $ 507.5 $ 419.8

Non-GAAP financial measures(3):

Adjusted EBITDA $ 923.5 $ 713.0 $ 547.2

Adjusted Free Cash Flow(4)

413.4 321.2 140.8

Adjusted Net Income Attributable to Common Stockholders 361.7 258.9 103.2

Select operating expenses:

LOE $ 267.8 $ 244.9 $ 257.0

Gathering, processing and transportation expenses (“GPT”) 62.8 67.0 74.1

Production taxes 125.9 86.7 69.0

Depreciation, depletion and amortization 409.2 384.2 377.0

Total select operating expenses $ 865.7 $ 782.8 $ 777.1

Select operating expenses ($/Boe):

LOE $ 10.28 $ 9.87 $ 10.02

GPT 2.41 2.70 2.89

Production taxes 4.83 3.50 2.69

Depreciation, depletion and amortization 15.70 15.49 14.70

Total select operating expenses $ 33.22 $ 31.56 $ 30.30

Earnings (loss) per share:

Basic earnings (loss) per share $ 9.30 $ 1.90 $ (6.71)

Diluted earnings (loss) per share 9.28 1.90 (6.77)

Adjusted diluted earnings per share (Non-GAAP)(3)

6.44 4.56 1.79

___________________

(1)Marcellus natural gas volumes were 116.9 MMcfpd in 2Q26, 130.5 MMcfpd in 1Q26 and 129.9 MMcfpd in 2Q25.

(2)Marcellus natural gas realized prices were $2.10/Mcf in 2Q26, $6.40/Mcf in 1Q26 and $2.49/Mcf in 2Q25.

(3)Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable financial measures under GAAP.

(4)2Q26 and 1Q26 include $0.7MM and $3.0MM of reimbursable non-op CapEx, respectively. 2Q25 includes no reimbursable non-op CapEx.

Capital Expenditures:

The following table presents the Company’s CapEx by category for the period presented (in millions):

1Q26

2Q26

1H26

CapEx ($MM):

E&P(1)

$ 330.6 $ 402.3 $ 732.9

Midstream 14.2 14.2 28.4

Other 0.1 0.2 0.3

Total CapEx(2)

$ 344.9 $ 416.7 $ 761.6

__________________

(1)1H26 includes $3.7MM of reimbursable non-op CapEx.

(2)1H26 excludes capitalized interest costs of $1.8MM.

Acquisitions:

Acquisition and leasehold costs were $3.7MM in 2Q26.

Balance Sheet and Liquidity:

The following table presents key balance sheet data and liquidity metrics as of June 30, 2026 (in millions):

June 30, 2026

Revolving credit facility(1)

$ 2,000.0

Revolver borrowings $ —

Senior notes 1,500.0

Total debt $ 1,500.0

Cash and cash equivalents $ 611.6

Letters of credit 30.4

Liquidity $ 2,581.2

___________________

(1)$2.75B borrowing base and $2.0B of elected commitments.

Contact:

Chord Energy Corporation

Bob Bakanauskas, VP, Finance

(281) 404-9600

ir@chordenergy.com

Conference Call Information

Investors, analysts and other interested parties are invited to listen to the webcast:

Date: Thursday, August 6, 2026

Time: 10:00 a.m. Central

Live Webcast: https://app.webinar.net/7OwnJBaGA4P

You may use the following dial-in information to join the conference call by phone with operator assistance:

Dial-in: 1-800-836-8184

Intl. Dial-in: 1-646-357-8785

Conference ID: 34285

A recording of the conference call will be available beginning at 1:00 p.m. Central on the day of the call and will be available until Thursday, August 13, 2026 by dialing:

Replay dial-in: 1-888-660-6345

Intl. replay: 1-646-517-4150

Replay access: 34285 #

The call will also be available for replay for approximately 30 days at https://www.chordenergy.com

Forward-Looking Statements and Cautionary Statements

Certain statements in this press release, other than statements of historical facts, that address activities, events or developments that Chord expects, believes or anticipates will or may occur in the future, including any statements regarding future opportunities for Chord, future financial performance and condition, guidance and statements regarding Chord’s expectations, beliefs, plans, financial condition, objectives, assumptions or future events or performance are forward-looking statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “likely,” “plan,” “positioned,” “strategy” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding Chord’s plans and expectations with respect to the return of capital plan, advancement of its extended lateral program and production levels, anticipated financial and operating results and other guidance. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are based on certain assumptions made by Chord based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chord, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include, but are not limited to, changes in crude oil, NGL and natural gas realized prices, uncertainty regarding the future actions of foreign oil producers and the related impacts such actions have on the balance between the supply of and demand for crude oil, NGLs, and natural gas, the actions taken by 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 production levels, changes in trade policies and regulations, including increases or change in duties, current and potentially new tariffs or quotas and other similar measures, as well as the potential impact of retaliatory tariffs and other actions, war between Russia and Ukraine, military conflicts in the Red Sea Region, Iran, and the wider Middle East and their effect on commodity prices, changes or uncertainty in general economic and geopolitical conditions, inflation rates and the impact of associated monetary policy responses, including fluctuating interest rates, logistical challenges and supply chain disruptions, including as a result of conflicts, our business strategy, including the continued implementation of our 4-mile well program, the geographic concentration of our operations, uncertainties in estimating proved reserves and forecasting production results, drilling and

completion of wells, operational factors affecting the commencement or maintenance of producing wells, the availability of infrastructure and midstream service providers, our ability to realize the anticipated benefits from acquisitions, the condition of the capital markets generally, as well as Chord’s ability to access them, the proximity to and capacity of transportation facilities, uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting Chord’s business and other important factors that could cause actual results to differ materially from those projected as described in Chord’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”).

Any forward-looking statement speaks only as of the date on which such statement is made and Chord undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Additional information concerning other risk factors is also contained in Chord’s most recently filed Annual Report on Form 10-K for the year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings.

About Chord Energy

Chord Energy Corporation is an independent exploration and production company with quality and sustainable long-lived assets primarily in the Williston Basin. The Company is uniquely positioned with a best-in-class balance sheet and is focused on rigorous capital discipline and generating free cash flow by operating efficiently, safely and responsibly to develop its unconventional onshore oil-rich resources in the continental United States. For more information, please visit the Company’s website at www.chordenergy.com.

Chord Energy Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

June 30, 2026 December 31, 2025

ASSETS

Current assets

Cash and cash equivalents $ 611,568 $ 189,531

Accounts receivable, net 1,338,031 1,116,685

Inventory 121,409 115,713

Prepaid expenses 29,201 33,767

Derivative instruments 49,588 77,312

Other current assets 5,274 5,061

Total current assets 2,155,071 1,538,069

Property, plant and equipment

Oil and gas properties (successful efforts method) 15,627,693 14,848,968

Other property and equipment 60,493 60,395

Less: accumulated depreciation, depletion and amortization (4,349,525) (3,572,834)

Total property, plant and equipment, net 11,338,661 11,336,529

Derivative instruments 10,091 8,366

Investment in equity securities 138,789 119,698

Long-term inventory 26,073 30,759

Operating right-of-use assets 10,463 12,749

Other assets 38,240 28,104

Total assets $ 13,717,388 $ 13,074,274

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable $ 151,908 $ 41,795

Revenues and production taxes payable 817,402 618,258

Accrued liabilities 706,836 735,386

Accrued interest payable 28,193 28,594

Derivative instruments 16,070 —

Current operating lease liabilities 7,589 14,656

Other current liabilities 36,670 11,898

Total current liabilities 1,764,668 1,450,587

Long-term debt 1,481,357 1,479,581

Deferred tax liabilities 1,656,962 1,615,850

Asset retirement obligations 432,030 432,802

Derivative instruments 2,786 —

Operating lease liabilities 13,854 10,518

Other liabilities 8,392 4,982

Total liabilities 5,360,049 4,994,320

Commitments and contingencies

Stockholders’ equity

Common stock, $0.01 par value: 240,000,000 shares authorized, 67,249,231 shares issued and 55,197,317 shares outstanding at June 30, 2026; and 240,000,000 shares authorized, 67,150,747 shares issued and 56,762,243 shares outstanding at December 31, 2025

676 675

Treasury stock, at cost: 12,051,914 shares at June 30, 2026 and 10,388,504 shares at December 31, 2025

(1,524,300) (1,304,092)

Additional paid-in capital 7,351,992 7,339,735

Retained earnings 2,528,971 2,043,636

Total stockholders’ equity 8,357,339 8,079,954

Total liabilities and stockholders’ equity $ 13,717,388 $ 13,074,274

Chord Energy Corporation

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues

Oil, NGL and gas revenues $ 1,494,284 $ 950,266 $ 2,644,873 $ 2,053,690

Purchased oil and gas sales 678,401 230,294 1,193,447 341,916

Total revenues 2,172,685 1,180,560 3,838,320 2,395,606

Operating expenses

Lease operating expenses 267,839 256,966 512,748 490,040

Gathering, processing and transportation expenses 62,765 74,100 129,783 147,415

Purchased oil and gas expenses 671,661 231,745 1,181,493 343,113

Production taxes 125,878 68,965 212,589 143,607

Depreciation, depletion and amortization 409,237 376,997 793,452 726,806

General and administrative expenses 29,894 32,540 67,402 70,917

Impairment and exploration 2,687 541,940 5,250 543,923

Total operating expenses 1,569,961 1,583,253 2,902,717 2,465,821

Gain (loss) on sale of assets, net (4) (522) 339 4,993

Operating income (loss) 602,720 (403,215) 935,942 (65,222)

Other income (expense)

Net gain (loss) on derivative instruments 107,866 82,231 (133,605) 61,950

Net gain (loss) from investment in equity securities 1,143 (962) 23,972 (5,862)

Interest expense, net of capitalized interest (26,663) (18,788) (53,259) (34,606)

Loss on debt extinguishment — — — (3,494)

Other income, net 2,186 5,045 8,515 4,546

Total other income (expense), net 84,532 67,526 (154,377) 22,534

Income (loss) before income taxes 687,252 (335,689) 781,565 (42,688)

Income tax expense (162,066) (54,216) (147,771) (127,380)

Net income (loss) $ 525,186 $ (389,905) $ 633,794 $ (170,068)

Earnings (loss) per share:

Basic $ 9.30 $ (6.71) $ 11.17 $ (2.89)

Diluted $ 9.28 $ (6.77) $ 11.14 $ (2.93)

Weighted average shares outstanding:

Basic 56,010 57,786 56,361 58,420

Diluted 56,605 57,786 56,909 58,501

Chord Energy Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income (loss) $ 633,794 $ (170,068)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation, depletion and amortization 793,452 726,806

Loss on debt extinguishment — 3,494

Gain on sale of assets (339) (4,993)

Impairment 30 539,318

Deferred income taxes 41,113 49,050

Net (gain) loss on derivative instruments 133,605 (61,950)

Net (gain) loss from investment in equity securities (23,972) 5,862

Equity-based compensation expenses 16,814 12,997

Settlement of asset retirement obligations (17,935) (13,671)

Deferred financing costs amortization and other (12,048) 2,374

Working capital and other changes:

Change in accounts receivable, net (243,018) 4,479

Change in inventory (5,866) (5,738)

Change in prepaid expenses 4,092 5,463

Change in accounts payable, interest payable and accrued liabilities 284,756 (20,031)

Change in other assets and liabilities, net 19,143 3,311

Net cash provided by operating activities 1,623,621 1,076,703

Cash flows from investing activities:

Capital expenditures (755,502) (704,388)

Acquisitions (8,680) (26,191)

Proceeds from divestitures 326 6,921

Derivative settlements (88,750) 14,090

Contingent consideration received 25,000 25,000

Distributions from investment in equity securities 4,882 6,786

Contributions to investments (7,851) —

Net cash used in investing activities (830,575) (677,782)

Cash flows from financing activities:

Proceeds from revolving credit facility 85,000 2,435,000

Principal payments on revolving credit facility (85,000) (2,700,000)

Repayment and discharge of senior notes — (401,432)

Issuance of senior notes — 750,000

Deferred financing costs — (13,443)

Repurchases of common stock (217,677) (274,014)

Tax withholding on vesting of equity-based awards (4,557) (21,793)

Dividends paid (147,683) (168,846)

Payments on finance lease liabilities (1,092) (856)

Net cash used in financing activities (371,009) (395,384)

Increase in cash and cash equivalents

422,037 3,537

Cash and cash equivalents:

Beginning of period 189,531 36,950

End of period $ 611,568 $ 40,487

Supplemental cash flow information:

Cash paid for income taxes $ 88,382 $ 66,098

Supplemental non-cash transactions:

Change in accrued capital expenditures $ 3,380 $ (3,950)

Change in asset retirement obligations 3,491 100,632

Change in dividends payable 776 973

Non-GAAP Financial Measures

The following are non-GAAP financial measures not prepared in accordance with GAAP that are used by management and external users of the Company’s financial statements, such as industry analysts, investors, lenders and rating agencies. The Company believes that the foregoing are useful supplemental measures that provide an indication of the results generated by the Company’s principal business activities. However, these measures are not recognized by GAAP and do not have a standardized meaning prescribed by GAAP. Therefore, these measures may not be comparable to similar measures provided by other issuers. From time to time, the Company provides forward-looking forecasts of these measures; however, the Company is unable to provide a quantitative reconciliation of the forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measures because management cannot reliably quantify certain of the necessary components of such forward-looking GAAP measures. The reconciling items in future periods could be significant. To see how the Company reconciles its historical presentations of these non-GAAP financial measures to the most directly comparable GAAP measures, please visit the Investors—Documents & Disclosures—Non-GAAP Reconciliation page on the Company’s website at https://ir.chordenergy.com/non-gaap.

Cash GPT

The Company defines Cash GPT as total GPT expenses less non-cash valuation charges on pipeline imbalances. Cash GPT is not a measure of GPT expenses as determined by GAAP. Management believes that the presentation of Cash GPT provides useful additional information to investors and analysts to assess the cash costs incurred to market and transport the Company’s commodities from the wellhead to delivery points for sale without regard to the change in value of its pipeline imbalances, which vary monthly based on commodity prices.

The following table presents a reconciliation of the GAAP financial measure of GPT expenses to the non-GAAP financial measure of Cash GPT for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

GPT $ 62,765 $ 74,100 $ 129,783 $ 147,415

Pipeline imbalances 11,060 (2,270) 13,367 (1,722)

Cash GPT $ 73,825 $ 71,830 $ 143,150 $ 145,693

Cash G&A

The Company defines Cash G&A as total G&A expenses less G&A expenses directly attributable to certain merger and acquisition activity, non-cash equity-based compensation expenses and other non-cash charges. Cash G&A is not a measure of G&A expenses as determined by GAAP. Management believes that the presentation of Cash G&A provides useful additional information to investors and analysts to assess the Company’s operating costs in comparison to peers without regard to the aforementioned charges, which can vary substantially from company to company.

The following table presents a reconciliation of the GAAP financial measure of G&A expenses to the non-GAAP financial measure of Cash G&A for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

General and administrative expenses $ 29,894 $ 32,540 $ 67,402 $ 70,917

Merger and acquisition costs(1)

— (2,929) — (8,064)

Equity-based compensation expenses (8,772) (6,121) (16,814) (12,997)

Other non-cash adjustments — (1,790) (2,534) 193

Cash G&A $ 21,122 $ 21,700 $ 48,054 $ 50,049

___________________

(1)2Q25 and 1H25 primarily includes costs directly attributable to the arrangement with Enerplus.

Cash Interest

The Company defines Cash Interest as interest expense plus capitalized interest less amortization of deferred financing costs. Cash Interest is not a measure of interest expense as determined by GAAP. Management believes that the presentation of Cash Interest provides useful additional information to investors and analysts for assessing the interest charges incurred on the Company’s debt to finance its operating activities and the Company’s ability to maintain compliance with its debt covenants.

The following table presents a reconciliation of the GAAP financial measure of interest expense to the non-GAAP financial measure of Cash Interest for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

Interest expense $ 26,663 $ 18,788 $ 53,259 $ 34,606

Capitalized interest 899 1,109 1,832 2,188

Amortization of deferred financing costs (1,589) (1,255) (3,120) (2,526)

Cash Interest $ 25,973 $ 18,642 $ 51,971 $ 34,268

Adjusted EBITDA and Adjusted Free Cash Flow

The Company defines Adjusted EBITDA as earnings before interest expense, income taxes, depreciation, depletion and amortization (“DD&A”), merger costs, exploration expenses, impairment expenses, loss on debt extinguishment and other similar non-cash or non-recurring charges. The Company defines Adjusted Free Cash Flow as Adjusted EBITDA less Cash Interest and CapEx (excluding capitalized interest and acquisition capital).

Adjusted EBITDA and Adjusted Free Cash Flow are not measures of net income or cash flows from operating activities as determined by GAAP. Management believes that the presentation of Adjusted EBITDA and Adjusted Free Cash Flow provides useful additional information to investors and analysts for assessing the Company’s results of operations, financial performance, its ability to generate cash from its business operations without regard to its financing methods or capital structure and the Company’s ability to maintain compliance with its debt covenants.

The following table presents reconciliations of the GAAP financial measures of net income and net cash provided by operating activities to the non-GAAP financial measures of Adjusted EBITDA and Adjusted Free Cash Flow for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

Net income (loss) $ 525,186 $ (389,905) $ 633,794 $ (170,068)

Interest expense, net of capitalized interest 26,663 18,788 53,259 34,606

Loss on debt extinguishment — — — 3,494

Income tax expense 162,066 54,216 147,771 127,380

Depreciation, depletion and amortization 409,237 376,997 793,452 726,806

Merger and acquisition costs(1)

— 2,929 — 8,064

Impairment and exploration expenses(2)

2,687 541,940 5,250 543,923

(Gain) loss on sale of assets, net 4 522 (339) (4,993)

Net (gain) loss on derivative instruments (107,866) (82,231) 133,605 (61,950)

Realized gain (loss) on commodity price derivative contracts (93,126) 14,090 (111,626) 13,839

Net (gain) loss from investment in equity securities (1,143) 962 (23,972) 5,862

Distributions from investment in equity securities 2,450 2,377 4,882 4,736

Equity-based compensation expenses 8,772 6,121 16,814 12,997

Other non-cash adjustments (11,456) 420 (16,370) (1,960)

Adjusted EBITDA 923,474 547,226 1,636,520 1,242,736

Cash interest (25,973) (18,642) (51,971) (34,268)

CapEx(3)

(416,748) (355,589) (761,634) (711,028)

Cash taxes paid (67,382) (32,148) (88,382) (66,098)

Adjusted Free Cash Flow $ 413,371 $ 140,847 $ 734,533 $ 431,342

Net cash provided by operating activities $ 1,116,154 $ 419,810 $ 1,623,621 $ 1,076,703

Changes in working capital (224,776) 49,725 (59,107) 12,516

Interest expense, net of capitalized interest 26,663 18,788 53,259 34,606

Current income tax expense 87,825 34,931 106,658 78,331

Merger and acquisition costs(1)

— 2,929 — 8,064

Exploration expenses 2,663 2,623 5,220 4,605

Realized gain (loss) on commodity price derivative contracts (93,126) 14,090 (111,626) 13,839

Distributions from investment in equity securities 2,450 2,377 4,882 4,736

Settlement of asset retirement obligations 8,102 5,150 17,935 13,671

Deferred financing costs amortization and other 8,975 (3,617) 12,048 (2,375)

Other non-cash adjustments (11,456) 420 (16,370) (1,960)

Adjusted EBITDA 923,474 547,226 1,636,520 1,242,736

Cash interest (25,973) (18,642) (51,971) (34,268)

CapEx(3)

(416,748) (355,589) (761,634) (711,028)

Cash taxes paid (67,382) (32,148) (88,382) (66,098)

Adjusted Free Cash Flow $ 413,371 $ 140,847 $ 734,533 $ 431,342

___________________

(1)2Q25 and 1H25 primarily include costs directly attributable to the arrangement with Enerplus.

(2)Includes non-cash goodwill impairment charge of $539.3 million for the three and six months ended June 30, 2025, as a result of the decline in the Company’s market capitalization during 2Q25.

(3)2Q26, 1H26 and 1H25 include $0.7MM, $3.7MM and $3.7MM of reimbursable non-op CapEx, respectively, and exclude capitalized interest costs. 2Q25 includes no reimbursable non-op CapEx and excludes capitalized interest costs.

Adjusted Net Income and Adjusted Diluted Earnings Per Share

Adjusted Net Income and Adjusted Diluted Earnings Per Share are supplemental non-GAAP financial measures that are used by management and external users of the Company’s financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted Net Income as net income after adjusting for (1) the impact of certain non-cash items, including non-cash changes in the fair value of derivative instruments, non-cash changes in the fair value of the Company’s investment in equity securities, impairment, loss on debt extinguishment and other similar non-cash charges (2) merger and acquisition costs and (3) the impact of taxes based on an estimated tax rate applicable to those adjusting items in the same period. Adjusted Net Income is not a measure of net income as determined by GAAP.

The Company calculates earnings per share under the two-class method in accordance with GAAP. The two-class method is an earnings allocation formula that computes earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Adjusted Diluted Earnings Per Share is calculated as (i) Adjusted Net Income (ii) less distributed and undistributed earnings allocated to participating securities (iii) divided by the weighted average number of diluted shares outstanding for the periods presented.

The following table presents reconciliations of the GAAP financial measure of net income to the non-GAAP financial measure of Adjusted Net Income and the GAAP financial measure of diluted earnings per share to the non-GAAP financial measure of Adjusted Diluted Earnings Per Share for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

Net income (loss) $ 525,186 $ (389,905) $ 633,794 $ (170,068)

Net (gain) loss on derivative instruments (107,866) (82,231) 133,605 (61,950)

Realized gain (loss) on commodity price derivative contracts (93,126) 14,090 (111,626) 13,839

Net (gain) loss from investment in equity securities (1,143) 962 (23,972) 5,862

Distributions from investment in equity securities 2,450 2,377 4,882 4,736

Impairment(1)

24 539,317 30 539,318

Merger and acquisition costs(2)

— 2,929 — 8,064

(Gain) loss on sale of assets, net 4 522 (339) (4,993)

Amortization of deferred financing costs 1,589 1,255 3,120 2,526

Loss on debt extinguishment — — — 3,494

Other non-cash adjustments (11,456) 420 (16,370) (1,960)

Tax impact(3)

49,013 14,032 2,496 7,140

Adjusted Net Income 364,675 103,768 625,620 346,008

Distributed and undistributed earnings allocated to participating securities (2,939) (614) (4,946) (1,436)

Adjusted Net Income attributable to common stockholders $ 361,736 $ 103,154 $ 620,674 $ 344,572

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Diluted earnings (loss) per share $ 9.35 $ (6.75) $ 11.23 $ (2.91)

Net (gain) loss on derivative instruments (1.92) (1.42) 2.37 (1.06)

Realized gain (loss) on commodity price derivative contracts (1.66) 0.24 (1.98) 0.24

Net (gain) loss from investment in equity securities (0.02) 0.02 (0.42) 0.10

Distributions from investment in equity securities 0.04 0.04 0.09 0.08

Impairment(1)

— 9.33 — 9.22

Merger and acquisition costs(2)

— 0.05 — 0.14

(Gain) loss on sale of assets, net — 0.01 (0.01) (0.09)

Amortization of deferred financing costs 0.03 0.02 0.06 0.04

Loss on debt extinguishment — — — 0.06

Other non-cash adjustments (0.20) 0.02 (0.29) (0.03)

Tax impact(3)

0.87 0.24 0.03 0.12

Adjusted Diluted Earnings Per Share 6.49 1.80 11.08 5.91

Less: Distributed and undistributed earnings allocated to participating securities (0.05) (0.01) (0.09) (0.02)

Adjusted Diluted Earnings Per Share $ 6.44 $ 1.79 $ 10.99 $ 5.89

Diluted weighted average shares outstanding (in thousands)

56,148 57,786 56,459 58,501

Tax rate applicable to adjustment items(3)

23.4 % 23.5 % 23.4 % 23.5 %

_____________________

(1)Includes non-cash goodwill impairment charge of $539.3 million for the three and six months ended June 30, 2025, as a result of the decline in the Company’s market capitalization during 2Q25.

(2)2Q25 and 1H25 primarily include costs directly attributable to the arrangement with Enerplus.

(3)The tax impact is computed by applying an estimated tax rate to the adjustments for certain non-cash and non-recurring items.

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