COMSTOCK ANNOUNCES $1.65 BILLION STRATEGIC PARTNERSHIP WITH SOCAR AND $450 MILLION DRILLING JOINT VENTURE WITH JERRY JONES

Rhea-AI Summary

Comstock Resources (NYSE: CRK) agreed a binding letter of intent with SOCAR under which SOCAR, or a subsidiary, would buy non-operated working interests in Comstock’s Legacy and Western Haynesville upstream assets and 15% of Comstock’s 73% stake in Pinnacle Gas Services for $1.65 billion in cash, subject to a definitive agreement, regulatory approvals and closing targeted by year-end 2026, effective July 1, 2026.

Comstock plans to use proceeds to cut net debt from $3.1 billion to $1.5 billion as of June 30, 2026 and retain operatorship of all upstream and midstream assets. SOCAR may participate in future Haynesville opportunities and help market gas internationally. Separately, a $450 million Haynesville drilling venture with majority shareholder Jerry Jones will fund most drilling costs on 27 wells over 12 months, with 50% interest reverting to Comstock after a 15% return on investment.

Positive

• $1.65 billion cash consideration for partial interests in Haynesville assets and Pinnacle Gas Services, pending definitive agreement and closing
• Planned debt reduction from $3.1 billion to $1.5 billion net debt as of June 30, 2026 using transaction proceeds
• $450 million Haynesville drilling venture funding 80–85% of drilling and completion costs on 27 wells over 12 months
• Comstock retains operatorship and control of all upstream assets and Pinnacle Gas Services despite selling minority interests
• SOCAR’s option to participate pro rata in future Haynesville opportunities and support international gas marketing

Negative

• Sale of 20% of Comstock’s interest in Legacy Haynesville and up to 15% (later 7.5%) in Western Haynesville reduces long-term working interest
• Transaction remains a letter of intent subject to definitive agreement, government and third-party approvals and year-end 2026 closing conditions
• SOCAR’s 15% return-on-investment threshold delays Comstock’s reversionary increase in Western Haynesville interest until that return is achieved

News Explained

SOCAR’s proposed purchase now has defined upstream and midstream interests, but the transfer remains subject to definitive agreements and closing.

The SOCAR arrangement remains a conditional letter of intent, so the proposed transfer of defined non-operated interests has not yet closed.

SOCAR would acquire 20% of Comstock’s Legacy interest, 15% of its Western Haynesville interest initially—falling to 7.5% after five years and once SOCAR achieves a 15% return—and 15% of Comstock’s 73% Pinnacle stake.

Separately, beginning September 1, 2026, the Jones family partnership will fund 85% of drilling and completion costs for 18 Western Haynesville wells and 80% for nine Legacy wells over the next twelve months, with 50% of the well interests reverting to Comstock after a 15% return.

Argus Sep 1 session 28 alerts

+11.09% close to close 162.2x rel. volume Open Argus

Details

Market move: CRK +11.09% in the Sep 1 session. strategic partnership and drilling venture

+6.5% Peak in 7 hr 59 min

$4.73B Mkt Cap at Peak Alert

On Sep 1, the day this news came out, CRK closed 11.09% above the previous close. Argus tracked a peak move of +6.5% during that session. Our momentum scanner recorded 28 alerts for this stock that day. Relative volume reached 162.2x the daily average during tracking.

Data tracked by StockTitan Argus for the Sep 1 session.

Key Figures

SOCAR purchase price: $1.65 billion Legacy Haynesville interest: 20% Western Haynesville interest: 15%, reducing to 7.5% +5 more

SOCAR purchase price

$1.65 billion

Letter of intent for upstream and midstream interests

Legacy Haynesville interest

20%

Of Comstock's interest in Legacy Haynesville upstream assets

Western Haynesville interest

15%, reducing to 7.5%

SOCAR interest after five years and a 15% return on investment

Agreement execution target

October 31, 2026

Target date for definitive purchase and sale agreement

Closing target

Year end

Targeted transaction closing, subject to negotiations

Pro forma net debt

$3.1 billion to $1.5 billion

As of June 30, 2026, pro forma for the transaction

Western Haynesville acreage

545,000 net acres

Comstock's Western Haynesville position

Drilling venture funding

$450 million; 85%/80% cost funding

18 Western Haynesville and nine Legacy Haynesville wells

Historical Context

5 past events · Latest: Aug 17

5 events

1. Aug 17

   Western Haynesville well

   24h Move

   -3.6%

   Successful deep well re-entry and subsurface evaluation preceded a negative reaction.

2. Aug 12

   Acquisitions and dividend

   24h Move

   -2.4%

   Acquisitions, quarterly dividend initiation, and second-quarter results preceded a negative reaction.

3. Jul 29

   Second-quarter earnings

   24h Move

   +0.7%

   Production growth and Pinnacle transaction accompanied a positive 24-hour reaction.

4. Jul 01

   Earnings scheduling

   24h Move

   +0.0%

   Second-quarter earnings date and conference call details preceded no price reaction.

5. Jun 15

   Strategic investment

   24h Move

   +2.2%

   Sixth Street's Pinnacle investment and debt repayment preceded a positive reaction.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

letter of intent, non-operated working interest, definitive purchase and sale agreement, pro rata participation

4 terms

letter of intent financial

"entered into a letter of intent with the State Oil Company"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

non-operated working interest financial

"a non-operated working interest representing 20% of Comstock's interest"

A non-operated working interest is an ownership share in an oil or gas lease that entitles the holder to a portion of production revenue and a proportional responsibility for operating costs, but not the right to control day-to-day operations or make operator decisions. Think of it like co-owning a rental property where you share rents and repair bills but another partner manages tenants and maintenance. For investors, it matters because it determines cash flow exposure, liability for capital and operating expenses, and reliance on the operator’s management.

definitive purchase and sale agreement financial

"a definitive purchase and sale agreement, with the parties targeting execution"

A definitive purchase and sale agreement is the final, legally binding contract that sets out all material terms for buying or selling assets, shares, or a business, including price, what is being transferred, closing conditions, representations, warranties, covenants, and remedies. It matters to investors because it moves a negotiated deal from promise to enforceable obligation—like a signed deed for a house—so its terms and conditions determine whether, when, and on what basis ownership and risks will actually change hands.

pro rata participation financial

"SOCAR's rights to pro rata participation in future leasing and acquisitions"

An entitlement that lets an investor receive or buy additional securities in proportion to their existing ownership or stake, so each holder keeps the same percentage share after the new issuance. Think of a pie where everyone is offered extra slices proportional to the slices they already hold; it matters to investors because it determines whether and how they can maintain their ownership percentage and voting or economic rights when a company issues more shares or securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FRISCO, TX, Sept. 01, 2026 (GLOBE NEWSWIRE) -- Comstock Resources, Inc. (NYSE and NYSE Texas: CRK) ("Comstock" or the "Company") announced today that it has entered into a letter of intent with the State Oil Company of the Azerbaijan Republic ("SOCAR") under which SOCAR or a wholly owned subsidiary of SOCAR would acquire, subject to the terms of the letter of intent and a definitive purchase and sale agreement, (i) a non-operated working interest representing 20% of Comstock's interest in its Legacy Haynesville upstream assets, (ii) a non-operated working interest equal to 15% of Comstock's interest in its Western Haynesville upstream assets, reducing to 7.5% after five years and once SOCAR has achieved a 15% return on investment in those assets, and (iii) 15% of Comstock’s 73% ownership interest in Pinnacle Gas Services LLC, which provides midstream services to the Western Haynesville, for an aggregate purchase price of $1.65 billion in cash, subject to customary purchase price adjustments. The letter of intent binds the parties to negotiate in good faith a definitive purchase and sale agreement, with the parties targeting execution by October 31, 2026, and a closing by year end, in each case subject to the progress of negotiations. Closing will be subject to customary conditions, including any required government and third-party approvals. The transaction will have an effective date of July 1, 2026.

Under the strategic partnership, SOCAR will have the opportunity to participate in future opportunities generated by Comstock in the Legacy and Western Haynesville at the same percentages SOCAR is acquiring in the transaction and SOCAR will provide opportunities for Comstock to market its natural gas to international customers.

Key Transaction Benefits to Comstock

• Validation of the Value of Comstock’s Asset Base – The $1.65 billion purchase price provides strong validation of the value upside represented by Comstock's upstream and midstream platforms.

• Introduces a Reputable International Strategic Partner – SOCAR brings its large investment-grade balance sheet to help accelerate value creation for Comstock’s investors as well as the benefits of its Global LNG marketing operations.

• Strengthens Balance Sheet – Comstock intends to use the proceeds from the transaction to reduce total indebtedness which will substantially reduce financial leverage and enhance financial liquidity. Pro forma for the transaction, Comstock's net debt reduces from $3.1 billion to $1.5 billion as of June 30, 2026.

• Accelerated Development of the Western Haynesville – The resulting stronger balance sheet will support continued delineation and development of Comstock's 545,000 net acres in the Western Haynesville, one of the largest undeveloped natural gas resources in the United States, positioned to serve growing LNG, power generation and data center demand along the Gulf Coast, including the Texas Power Generation Hub in Anderson County, Texas.

• Comstock Retains Operational Control – Comstock will remain operator of all upstream assets and will continue to manage, operate and control Pinnacle Gas Services. Future development and SOCAR's rights to pro rata participation in future leasing and acquisitions within an area of mutual interest will be governed by a development and ownership agreement as a part of the transaction.

• Balanced Long-Term Value Sharing - The transaction structure provides SOCAR with the opportunity to achieve a 15% return on its investment while retaining a 7.5% long-term interest in the Western Haynesville upstream assets thereafter. At the same time, the agreed reversion mechanism provides Comstock with increased participation in the future upside of the assets, creating a balanced structure that aligns both parties around their long-term performance.

$450 million Haynesville Drilling Venture

Comstock also announced that it has entered into a Haynesville shale drilling venture with Jerry Jones, the Company's majority stockholder.   Beginning September 1, 2026, a partnership owned by the Jones family will fund the drilling and completion costs of 85% of 18 Western Haynesville wells and 80% of nine Legacy Haynesville wells being drilled and completed by Comstock over the next twelve months, which is expected to cost approximately $450 million. After a 15% return on investment is achieved, 50% of the interest in the wells will revert to Comstock. The drilling venture will support the continued development and delineation of Comstock's 545,000 net acres in the Western Haynesville and provide volumes to Pinnacle Gas Services as well as strengthen Comstock's balance sheet.

M. Jay Allison, Chairman and Chief Executive Officer of Comstock, commented: "We are excited to announce a strategic alliance with SOCAR.   This partnership introduces a reputable international strategic partner to help accelerate value creation for our investors, while allowing us to materially reduce debt and fully fund the planned development of our Western Haynesville acreage — all while Comstock retains operatorship and control of the upstream and midstream assets while maintaining substantial upside through the reversionary structure. We are also excited about the investment Jerry Jones is making in our Haynesville drilling program which will strengthen our balance sheet and allow us to continue to create value in our vast Western Haynesville assets."

Rovshan Najaf, President of SOCAR, commented: "This partnership brings together SOCAR's and Comstock's extensive experience and capabilities, creating a strong foundation for the further expansion of our strategic cooperation. We are pleased to invest alongside a team with a demonstrated track record in developing the Haynesville and Western Haynesville, and we look forward to a long-term partnership."

Advisors

Wells Fargo is acting as financial advisor to Comstock and O'Melveny & Myers LLP is serving as its legal counsel. J.P. Morgan Securities LLC is acting as financial advisor to SOCAR and Baker Botts LLP is serving as its legal counsel.

About Comstock Resources

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.

About Pinnacle Gas Services

Pinnacle Gas Services LLC is a Delaware limited liability company and a subsidiary of Comstock. Pinnacle owns and operates the Pinnacle gathering and treating system, which supports Comstock’s Western Haynesville natural gas operations in East Texas.

About SOCAR

SOCAR, a global energy company headquartered in Azerbaijan, specializes in the extraction, processing, and distribution of energy resources. As the largest integrated energy enterprise in the South Caucasus, SOCAR has a significant international presence, reflecting its important role across global energy markets.

Forward-Looking Statements

This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the expected execution of a definitive agreement, the expected timing and completion of the proposed transaction, the receipt of required regulatory approvals, the anticipated use of proceeds, expected leverage and interest savings and future development plans. 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, including the risk that a definitive agreement is not executed, that required approvals are not obtained or are delayed, or that the transaction is not completed on the terms described or at all. 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.

Ron Mills
Vice President of Finance and Investor Relations
Comstock Resources
972-668-8834
rmills@comstockresources.com

Ron Mills
Vice President of Finance and Investor Relations
Comstock Resources
972-668-8834
rmills@comstockresources.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is included in Comstock Resources’ (CRK) $1.65 billion SOCAR strategic partnership announced in September 2026?

The partnership would give SOCAR minority working interests in Comstock’s Legacy and Western Haynesville assets and 15% of Comstock’s 73% stake in Pinnacle Gas Services for $1.65 billion cash, according to Comstock. It remains subject to a definitive agreement, approvals and closing.

How will the SOCAR deal affect Comstock Resources’ (CRK) debt and balance sheet?

Comstock plans to use the $1.65 billion cash proceeds to reduce net debt from $3.1 billion to $1.5 billion as of June 30, 2026, according to Comstock. The company expects substantially lower financial leverage and enhanced liquidity if the transaction closes.

Does Comstock Resources (CRK) retain operatorship after the SOCAR partnership and asset sale?

Yes. Comstock will remain operator of all Legacy and Western Haynesville upstream assets and continue to manage and control Pinnacle Gas Services, according to Comstock. SOCAR’s interests are non-operated, with development governed by a separate development and ownership agreement.

What are the terms of the $450 million Haynesville drilling venture between Comstock Resources (CRK) and Jerry Jones?

Beginning September 1, 2026, a Jones family partnership will fund 85% of drilling costs for 18 Western Haynesville wells and 80% for nine Legacy wells, totaling about $450 million, according to Comstock. After a 15% return, 50% of the interest in those wells reverts to Comstock.

When is the Comstock Resources (CRK) and SOCAR transaction expected to be signed and close?

The parties aim to sign a definitive purchase and sale agreement by October 31, 2026 and target closing by year-end 2026, according to Comstock. Timing depends on negotiation progress and customary conditions, including required government and third-party approvals.

How will SOCAR’s participation in Comstock Resources’ (CRK) Western Haynesville change over time?

SOCAR would initially hold a non-operated working interest equal to 15% of Comstock’s interest in Western Haynesville, according to Comstock. After five years and once SOCAR achieves a 15% return, its interest there reduces to 7.5%, increasing Comstock’s long-term participation.

What future growth opportunities does the SOCAR partnership create for Comstock Resources (CRK) in the Haynesville?

Under the strategic partnership, SOCAR can participate in future opportunities in Legacy and Western Haynesville at the same percentages acquired in this deal, according to Comstock. SOCAR will also provide opportunities for Comstock to market natural gas to international customers.