Comstock sells 27% of Pinnacle for $600 million

Comstock Resources has brought in a new long-term partner for its midstream business by selling a 27% non‑controlling common equity interest in its subsidiary Pinnacle Gas Services to funds managed by Sixth Street for $600 million.

Rhea-AI Filing Summary

Comstock Resources has brought in a new long-term partner for its midstream business by selling a 27% non‑controlling common equity interest in its subsidiary Pinnacle Gas Services to funds managed by Sixth Street for $600 million. The deal implies a $2.2 billion enterprise value for Pinnacle and values Comstock’s retained 73% controlling stake at about $1.6 billion. Comstock continues to manage and operate Pinnacle under a management services agreement, keeping strategic and operational control aligned with its Haynesville upstream operations.

Comstock used the proceeds to redeem $445 million of Pinnacle preferred equity plus accrued dividends, retire all of Pinnacle’s outstanding debt, cover transaction costs, and provide working capital. The company expects this structure to materially reduce Pinnacle’s fixed charges by about $40 million per year. Over time, if Sixth Street achieves certain return hurdles, its ownership may step down from 27% to 19.5%, increasing Comstock’s Pinnacle stake from 73% to 80.5% compared with 70% before the preferred unit redemption.

Positive

• $600 million monetization of Pinnacle at a $2.2 billion enterprise value, confirming significant midstream value and providing substantial cash while Comstock retains a 73% controlling stake.
• Balance sheet and fixed-charge improvement at Pinnacle, with $445 million of preferred equity and all debt retired, expected to reduce annual fixed charges by about $40 million and simplify the capital structure.

Negative

• None.

Insights

Energy & Capital Structure Analyst

Comstock monetizes Pinnacle at a strong valuation while deleveraging its midstream arm.

Comstock raised $600 million by selling a 27% non‑controlling stake in Pinnacle Gas Services at a $2.2 billion enterprise value. This crystallizes value in its Western Haynesville midstream system while keeping a 73% controlling interest and operational control.

Proceeds were applied to redeem $445 million of preferred equity plus accrued dividends and eliminate all Pinnacle debt, which is expected to cut fixed charges by about $40 million annually. That simplifies the capital structure and reduces financial risk at the midstream level.

The structure also includes potential future ownership shifts: if Sixth Street reaches specified return hurdles, its stake could decline from 27% to 19.5%, lifting Comstock’s interest to 80.5%, above the 70% it previously would have held. Future disclosures may clarify how quickly production growth in the Western Haynesville supports this growth plan.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Sixth Street investment: $600 million Pinnacle enterprise value: $2.2 billion Comstock retained stake: 73% equity interest +5 more

8 metrics

Sixth Street investment $600 million Cash invested in Pinnacle for 27% equity interest

Pinnacle enterprise value $2.2 billion Implied valuation from Sixth Street investment

Comstock retained stake 73% equity interest Controlling common equity interest in Pinnacle after transaction

Preferred equity redemption $445 million Pinnacle preferred equity securities retired using proceeds

Fixed charge reduction $40 million per year Expected annual reduction in Pinnacle fixed charges

Potential future Comstock stake 80.5% equity interest Ownership if Sixth Street return hurdles are met

Initial Sixth Street stake 27% equity interest Non-controlling common equity interest in Pinnacle

Potential future Sixth Street stake 19.5% equity interest Ownership after return hurdles are achieved

Key Terms

enterprise value, preferred equity securities, fixed charges, management services agreement, +1 more

5 terms

enterprise value financial

"Sixth Street's investment values Pinnacle at a $2.2 billion enterprise value."

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

preferred equity securities financial

"used to fully extinguish and retire the Pinnacle preferred equity securities for $445 million plus accrued dividends"

Preferred equity securities are a class of ownership in a company that sits between common stock and debt: they typically pay a fixed dividend like an interest payment and have priority over common shares for dividend payments and claims on assets, but usually carry limited or no voting rights. For investors, they matter because they offer steadier income and greater downside protection than common stock while generally yielding less upside, so they affect a portfolio’s income profile and a company’s capital structure.

fixed charges financial

"this transaction is expected to materially reduce the fixed charges of Pinnacle by approximately $40 million per year"

Fixed charges are regular, contractual payments a company must make regardless of how well its business is doing, such as interest on debt, lease payments, and certain insurance or rental obligations. They matter to investors because these unavoidable payments reduce the cash available for reinvestment, dividends, or absorbing downturns; like a household with a fixed mortgage and car payment, higher fixed charges make a company less flexible and increase financial risk.

management services agreement financial

"continues to manage, operate and control the business under a management services agreement with Comstock"

A management services agreement is a contract where one party hires another to run specific business functions—like finance, operations, or marketing—on its behalf, similar to hiring an external manager to run part of a household. Investors care because the deal spells out fees, responsibilities, and decision-making authority, which affect a company’s costs, operational performance and governance, and can change future cash flow and risk.

Western Haynesville financial

"reflecting the expected future production growth resulting from Comstock's development of its 540,000 net acres in the Western Haynesville"

FAQ

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

What transaction did Comstock Resources (CRK) announce involving Pinnacle Gas Services?

Comstock sold a 27% non-controlling common equity interest in its midstream subsidiary, Pinnacle Gas Services, to funds managed by Sixth Street for $600 million. Comstock retains a 73% controlling stake and continues to manage and operate Pinnacle.

How does Sixth Street’s $600 million investment value Pinnacle Gas Services?

Sixth Street’s $600 million investment implies a $2.2 billion enterprise value for Pinnacle Gas Services. At this valuation, Comstock’s retained 73% controlling equity interest is valued at approximately $1.6 billion as of the transaction announcement.

How will Comstock Resources use the $600 million Pinnacle investment proceeds?

Comstock used the proceeds to fully extinguish and retire $445 million of Pinnacle preferred equity plus accrued dividends, repay all outstanding Pinnacle indebtedness, fund transaction costs, and provide working capital for ongoing operations and growth of the midstream system.

How does the transaction affect Pinnacle’s ongoing costs and leverage?

By redeeming Pinnacle’s preferred equity and repaying all its debt, the transaction is deleveraging and is expected to materially reduce Pinnacle’s fixed charges by about $40 million per year, lowering financial burden and simplifying its capital structure.

Will Comstock Resources keep control of Pinnacle after the Sixth Street investment?

Yes. Comstock retains a 73% controlling common equity interest in Pinnacle and continues to manage, operate, and control the business under a management services agreement, keeping alignment between its upstream Haynesville operations and midstream infrastructure.

Can Comstock’s ownership in Pinnacle increase further after this transaction?

Upon Sixth Street achieving certain return hurdles, its Pinnacle stake may decline from 27% to 19.5%. In that case, Comstock’s Pinnacle ownership would increase from 73% to 80.5%, compared with the 70% interest it was entitled to before redeeming the preferred units.

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

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Accepted by SEC EDGAR 06/16/2026 - 10:54 AM Learn about SEC filing dates

0000023194false0000023194crk:NewYorkStockExchangeTexasMember2026-06-152026-06-1500000231942026-06-152026-06-15

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): June 15, 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
Common Stock, par value $0.50 (per share)		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 8.01 Other Events

On June 15, 2026, Comstock Resources, Inc. (the "Company" or "Comstock") announced that it has sold a minority equity interest in Comstock's midstream subsidiary, Pinnacle Gas Services LLC ("Pinnacle"), to certain funds managed by Sixth Street. Sixth Street invested $600 million and acquired a 27% non-controlling common equity interest in Pinnacle with Comstock retaining a 73% controlling common equity interest. Comstock will continue to manage, operate and control Pinnacle under a management services agreement.

Comstock used the proceeds from the investment to fully extinguish and retire the Pinnacle preferred equity securities for $445 million plus accrued dividends and all outstanding indebtedness at Pinnacle, transaction costs and for working capital.

A copy of the Company's press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit  No.	Description
99.1	Comstock Announces $600 Million Strategic Investment By Sixth Street in Pinnacle Gas Services

SIGNATURES

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

			COMSTOCK RESOURCES, INC.
Date:	June 16, 2026	By:	/s/ ROLAND O. BURNS
			Roland O. Burns President and Chief Financial Officer

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 ANNOUNCES $600 MILLION STRATEGIC INVESTMENT BY SIXTH STREET IN PINNACLE GAS SERVICES

FRISCO, TEXAS, June 15, 2026 – Comstock Resources, Inc. (NYSE: CRK) announced today that it has sold a minority equity interest in Comstock's midstream subsidiary, Pinnacle Gas Services LLC ("Pinnacle"), to certain funds managed by Sixth Street, a leading global investment firm.

Sixth Street invested $600 million in Pinnacle and acquired a 27% non-controlling common equity interest in Pinnacle. Sixth Street's investment values Pinnacle at a $2.2 billion enterprise value. Upon closing the transaction, Comstock retained a 73% controlling common equity interest in Pinnacle, valued today at approximately $1.6 billion, and continues to manage, operate and control the business under a management services agreement with Comstock.

The proceeds from the investment were used to fully extinguish and retire the Pinnacle preferred equity securities for $445 million plus accrued dividends, all outstanding indebtedness at Pinnacle, transaction costs and for working capital.

Key Transaction Benefits to Comstock

•Pinnacle and Western Haynesville Value Confirmation – Investment implies a $2.2 billion enterprise value for Pinnacle validating the significant value Comstock has created from its midstream infrastructure and reflecting the expected future production growth resulting from Comstock's development of its 540,000 net acres in the Western Haynesville.

•Strengthens Balance Sheet and Reduces Fixed Charges – The transaction is deleveraging; with proceeds used to extinguish and retire all preferred equity securities and outstanding indebtedness at Pinnacle. Further, this transaction is expected to materially reduce the fixed charges of Pinnacle by approximately $40 million per year.

•Increased Comstock's Ownership in Pinnacle's Future Upside – Comstock retains a controlling 73% equity interest in Pinnacle. Upon Sixth Street achieving certain return hurdles, Sixth Street's ownership in Pinnacle will be reduced from 27% to 19.5% and Comstock's ownership of Pinnacle will increase from 73% to 80.5% compared to the 70% it was entitled to prior to the redemption of the preferred units.

•Maintain Operational Control – Comstock will continue to manage, operate, and control all key strategic and operational decisions at Pinnacle, preserving full alignment between its upstream and midstream operations.

M. Jay Allison, Chief Executive Officer of Comstock, commented:

"This transaction is another validation of the future potential of Comstock's Western Haynesville acreage, which is well positioned to service the growing demand for natural gas in our region. The Western Haynesville represents one of the largest undeveloped natural gas resources with access to the growing demand along the Gulf Coast and will also serve the recently announced Texas Power Generation Hub in Anderson County Texas. This transaction with Sixth Street represents an important milestone for Comstock and a strong validation of the value we have created in the Western Haynesville. Importantly, through this investment, we are strengthening our balance sheet by reducing debt and simplifying our capital structure — all while increasing our substantial majority ownership and maintaining full operational control of the Pinnacle system. We are excited to welcome Sixth Street as a long-term partner as we continue to build out one of the premier midstream platforms in the country."

Zack Winegrad, Partner and Co-Head of Energy and Co-Head of Global Infrastructure at Sixth Street, commented:

"Comstock is one of the leading independent natural gas companies in North America today, and we are delighted to partner with them on this important transaction. The transaction highlights Sixth Street's focus on providing large-scale, flexible capital solutions to support the development of critical energy infrastructure needed to meet the rapid growth in energy demand from data centers, hyper scalers, global LNG, and the secular electrification trends underway in the economy more broadly. Pinnacle's midstream infrastructure sits at the heart of one of the most prolific natural gas basins in North America, and we are excited to invest alongside the Comstock team as they execute on a compelling growth plan. This investment reflects our conviction in the critical role natural gas infrastructure will play in meeting long-term U.S. energy demand, and we look forward to being a supportive, long-term partner to Comstock as they continue to scale the Pinnacle platform."

Advisors

Jefferies LLC acted as financial advisor to Comstock, and O'Melveny & Myers served as its legal counsel.

Wells Fargo and RBC Capital Markets acted as financial advisors to Sixth Street and Latham & Watkins served as its legal counsel.

About Comstock Resources

Comstock Resources is a leading independent natural gas producer with operations focused on the development of the Haynesville Shale in North Louisiana and East Texas.

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 development operations in East Texas.

About Sixth Street

Founded in 2009, Sixth Street is a leading global investment firm with over $130 billion in assets. Sixth Street's flexible, long-term oriented capital base and cross-platform collaboration allows the firm to invest thematically across sectors, geographies, and asset classes. Sixth Street has more than 750 team members, including over 300 investment professionals in offices around the world. For more information, visit https://www.sixthstreet.com.

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.

Ron Mills

Vice President of Finance and Investor Relations

Comstock Resources

972-668-8834

rmills@comstockresources.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 29.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 44.1 KB