[10-Q] SM Energy Company Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Q2-25 snapshot: SM Energy (SM) reported operating revenue of $792.9 million, up 25% YoY, as the October 2024 Uinta Basin purchase now delivers 30% of sales. Net income eased 4% to $201.7 million and diluted EPS slipped to $1.76 from $1.82 amid higher lifting and DD&A costs.
Key metrics
- 1H-25 operating cash flow rose 40% YoY to $1.05 billion, comfortably covering $824 million of capex.
- Cash & equivalents: $101.9 million; revolver paid down to $0, leaving $2.0 billion of unused commitments.
- Senior notes outstanding: $2.71 billion; no maturities until 2026; net debt unchanged.
- Quarter dividend maintained at $0.20/share; $500 million remains on the repurchase authorization (no buybacks YTD).
- Q2 hedge book added $78.3 million non-cash gain plus $39.7 million cash settlements.
- Cost pressure: production expense +64% YoY to $224.0 million; DD&A +63% to $293.0 million; interest expense doubled to $42.6 million.
Management is shifting from integration to optimization of the Uinta asset while reiterating its focus on balance-sheet strength and shareholder returns. Liquidity is ample, covenant headroom strong, but rising operating costs and capex temper earnings momentum.
Riepilogo Q2-25: SM Energy (SM) ha riportato un fatturato operativo di 792,9 milioni di dollari, in aumento del 25% su base annua, grazie all'acquisto del bacino di Uinta di ottobre 2024 che ora rappresenta il 30% delle vendite. L'utile netto è diminuito del 4% a 201,7 milioni di dollari e l'utile diluito per azione è sceso a 1,76 dollari da 1,82, a causa di costi di sollevamento e DD&A più elevati.
Indicatori chiave
- Il flusso di cassa operativo del primo semestre 25 è aumentato del 40% su base annua, raggiungendo 1,05 miliardi di dollari, coprendo agevolmente 824 milioni di dollari di investimenti in capitale.
- Liquidità e equivalenti: 101,9 milioni di dollari; linea di credito ridotta a zero, con 2,0 miliardi di dollari di impegni inutilizzati.
- Obbligazioni senior in circolazione: 2,71 miliardi di dollari; nessuna scadenza fino al 2026; debito netto invariato.
- Dividendo trimestrale mantenuto a 0,20 dollari per azione; restano 500 milioni di dollari sull'autorizzazione al riacquisto (nessun riacquisto nell'anno fino ad oggi).
- Il portafoglio di copertura del Q2 ha generato un guadagno non monetario di 78,3 milioni di dollari più 39,7 milioni di dollari di liquidità da regolamenti.
- Pressioni sui costi: spese di produzione +64% su base annua a 224,0 milioni di dollari; DD&A +63% a 293,0 milioni di dollari; spese per interessi raddoppiate a 42,6 milioni di dollari.
La direzione sta passando dall'integrazione all'ottimizzazione dell'asset Uinta, ribadendo l'attenzione sulla solidità del bilancio e sul ritorno agli azionisti. La liquidità è abbondante, il margine sui covenant è solido, ma l'aumento dei costi operativi e degli investimenti limita la crescita degli utili.
Resumen Q2-25: SM Energy (SM) reportó ingresos operativos de 792,9 millones de dólares, un aumento del 25% interanual, ya que la adquisición de la Cuenca Uinta en octubre de 2024 ahora representa el 30% de las ventas. La utilidad neta disminuyó un 4% a 201,7 millones de dólares y las ganancias diluidas por acción cayeron a 1,76 desde 1,82 debido a mayores costos de extracción y DD&A.
Métricas clave
- El flujo de caja operativo del primer semestre 25 aumentó un 40% interanual a 1,05 mil millones de dólares, cubriendo cómodamente 824 millones de dólares en capex.
- Efectivo y equivalentes: 101,9 millones de dólares; línea de crédito pagada a cero, dejando 2,0 mil millones de dólares en compromisos no utilizados.
- Bonos senior en circulación: 2,71 mil millones de dólares; sin vencimientos hasta 2026; deuda neta sin cambios.
- Dividendo trimestral mantenido en 0,20 dólares por acción; quedan 500 millones de dólares en la autorización de recompra (sin recompras en lo que va del año).
- El portafolio de cobertura del Q2 añadió una ganancia no monetaria de 78,3 millones de dólares más 39,7 millones de dólares en liquidaciones en efectivo.
- Presión de costos: gastos de producción +64% interanual a 224,0 millones de dólares; DD&A +63% a 293,0 millones de dólares; gastos por intereses se duplicaron a 42,6 millones de dólares.
La dirección está pasando de la integración a la optimización del activo Uinta, reiterando su enfoque en la solidez del balance y el retorno a los accionistas. La liquidez es amplia, el margen de los convenios es fuerte, pero los crecientes costos operativos y capex moderan el impulso de las ganancias.
2분기 25 요약: SM 에너지(SM)는 7억 9,290만 달러의 영업 수익을 보고했으며, 이는 전년 대비 25% 증가한 수치로, 2024년 10월 유인타 분지 인수가 매출의 30%를 차지하고 있습니다. 순이익은 4% 감소한 2억 170만 달러를 기록했으며, 희석 주당순이익(EPS)은 1.82달러에서 1.76달러로 소폭 하락했는데, 이는 상승한 생산 및 감가상각비(DD&A) 때문입니다.
주요 지표
- 2025년 상반기 영업 현금 흐름은 전년 대비 40% 증가한 10억 5천만 달러로, 8억 2,400만 달러의 자본 지출을 여유롭게 충당했습니다.
- 현금 및 현금성 자산: 1억 190만 달러; 리볼빙 신용 대출은 0으로 상환되어 20억 달러의 미사용 약정이 남아 있습니다.
- 선순위 채권 잔액: 27억 1천만 달러; 2026년까지 만기 없음; 순부채 변동 없음.
- 분기 배당금은 주당 0.20달러로 유지; 5억 달러의 자사주 매입 권한이 남아 있으며 올해 들어서는 매입이 없습니다.
- 2분기 헤지 포트폴리오에서 비현금 이익 7,830만 달러와 현금 결제 3,970만 달러가 추가되었습니다.
- 비용 압박: 생산 비용은 전년 대비 64% 증가한 2억 2,400만 달러, 감가상각비(DD&A)는 63% 증가한 2억 9,300만 달러, 이자 비용은 두 배로 증가한 4,260만 달러입니다.
경영진은 유인타 자산의 통합에서 최적화로 전환하며 재무 건전성과 주주 환원에 집중하고 있습니다. 유동성은 충분하며, 신용 약정 여유도 견고하지만, 상승하는 운영 비용과 자본 지출이 수익 성장에 제약을 가하고 있습니다.
Résumé T2-25 : SM Energy (SM) a déclaré un chiffre d'affaires opérationnel de 792,9 millions de dollars, en hausse de 25 % en glissement annuel, l'achat du bassin d'Uinta en octobre 2024 représentant désormais 30 % des ventes. Le bénéfice net a légèrement diminué de 4 % pour atteindre 201,7 millions de dollars, et le BPA dilué est passé de 1,82 à 1,76 en raison de coûts de levage et d'amortissement (DD&A) plus élevés.
Principaux indicateurs
- Le flux de trésorerie opérationnel du premier semestre 25 a augmenté de 40 % en glissement annuel pour atteindre 1,05 milliard de dollars, couvrant aisément 824 millions de dollars de dépenses d'investissement.
- Trésorerie et équivalents : 101,9 millions de dollars ; ligne de crédit remboursée à zéro, laissant 2,0 milliards de dollars d'engagements non utilisés.
- Obligations senior en circulation : 2,71 milliards de dollars ; aucune échéance avant 2026 ; dette nette stable.
- Dividende trimestriel maintenu à 0,20 $ par action ; il reste 500 millions de dollars sur l'autorisation de rachat (aucun rachat à ce jour).
- Le portefeuille de couverture du T2 a généré un gain non monétaire de 78,3 millions de dollars ainsi que 39,7 millions de dollars de règlements en espèces.
- Pression sur les coûts : frais de production en hausse de 64 % à 224,0 millions de dollars ; DD&A en hausse de 63 % à 293,0 millions de dollars ; charges d'intérêts doublées à 42,6 millions de dollars.
La direction passe de l'intégration à l'optimisation de l'actif Uinta tout en réaffirmant son focus sur la solidité du bilan et le retour aux actionnaires. La liquidité est abondante, la marge sur les covenants est solide, mais la hausse des coûts opérationnels et des investissements freine la dynamique des bénéfices.
Q2-25 Überblick: SM Energy (SM) meldete einen operativen Umsatz von 792,9 Millionen US-Dollar, ein Plus von 25 % im Jahresvergleich, da der Kauf des Uinta-Beckens im Oktober 2024 nun 30 % des Umsatzes ausmacht. Der Nettogewinn sank um 4 % auf 201,7 Millionen US-Dollar, und das verwässerte Ergebnis je Aktie fiel von 1,82 auf 1,76 US-Dollar aufgrund höherer Förder- und Abschreibungskosten (DD&A).
Wichtige Kennzahlen
- Der operative Cashflow im ersten Halbjahr 25 stieg um 40 % im Jahresvergleich auf 1,05 Milliarden US-Dollar und deckte damit komfortabel Investitionen von 824 Millionen US-Dollar ab.
- Barmittel und Äquivalente: 101,9 Millionen US-Dollar; revolvierender Kredit auf 0 zurückgezahlt, wodurch 2,0 Milliarden US-Dollar ungenutzte Kreditlinien verbleiben.
- Ausstehende Senior Notes: 2,71 Milliarden US-Dollar; keine Fälligkeiten bis 2026; Nettoverschuldung unverändert.
- Quartalsdividende bei 0,20 US-Dollar pro Aktie belassen; 500 Millionen US-Dollar verbleiben im Rückkaufprogramm (bisher keine Aktienrückkäufe im laufenden Jahr).
- Im Q2-Hedge-Portfolio wurden nicht zahlungswirksame Gewinne von 78,3 Millionen US-Dollar sowie Barausgleichszahlungen von 39,7 Millionen US-Dollar erzielt.
- Kostendruck: Produktionskosten stiegen um 64 % auf 224,0 Millionen US-Dollar; DD&A um 63 % auf 293,0 Millionen US-Dollar; Zinsaufwand verdoppelte sich auf 42,6 Millionen US-Dollar.
Das Management verlagert den Fokus von der Integration auf die Optimierung des Uinta-Assets und betont weiterhin die Bedeutung einer starken Bilanz und der Aktionärsrenditen. Die Liquidität ist ausreichend, die Covenant-Puffer sind robust, jedoch dämpfen steigende Betriebskosten und Investitionen das Gewinnwachstum.
Positive
- 25% YoY revenue growth driven by Uinta Basin acquisition and stronger commodity mix.
- Operating cash flow up 40% YoY, fully funding capex and supporting shareholder returns.
- Revolver balance reduced to zero, leaving $2 billion of undrawn capacity and improving liquidity profile.
- Hedge program generated $39.7 million cash plus $78.3 million mark-to-market gain, mitigating price risk.
Negative
- Net income and EPS declined 4–5% YoY despite higher revenue, indicating cost pressure.
- Production expense and DD&A up >60% YoY, compressing operating margins.
- Interest expense doubled to $42.6 million following recent note issuances.
- Capex rose 26% YoY, partially offsetting improved cash generation.
Insights
TL;DR: Revenue up, cash flow strong, but margin compression keeps overall story neutral.
Revenue growth exceeded 25% as Uinta volumes kicked in, demonstrating asset quality and geographic diversification. Operating cash flow easily outran capex, enabling full revolver repayment—an encouraging signal ahead of the 2026 note maturity wall. However, cost inflation and heavier depletion dragged EBIT margins, causing a slight EPS decline. Leverage remains modest at ~1.1× annualized EBITDA, so balance-sheet risk is low. Overall, the quarter supports a stable outlook rather than a re-rating catalyst.
TL;DR: Uinta integration boosts volumes; rising LOE and taxes warrant monitoring.
SM’s three-basin model now shows tangible uplift: Uinta contributed ~232 MBbl oil revenue, balancing Midland decline. Yet unit costs rose sharply—LOE per BOE climbed with waxy-crude handling requirements, and transport expense nearly tripled versus last year. While hedging cushions price volatility, efficiency gains must offset cost creep to protect free cash flow in a mid-$70 WTI world. Capital discipline and stable dividend signal confidence, but sustainable margin restoration will drive future equity upside.
Riepilogo Q2-25: SM Energy (SM) ha riportato un fatturato operativo di 792,9 milioni di dollari, in aumento del 25% su base annua, grazie all'acquisto del bacino di Uinta di ottobre 2024 che ora rappresenta il 30% delle vendite. L'utile netto è diminuito del 4% a 201,7 milioni di dollari e l'utile diluito per azione è sceso a 1,76 dollari da 1,82, a causa di costi di sollevamento e DD&A più elevati.
Indicatori chiave
- Il flusso di cassa operativo del primo semestre 25 è aumentato del 40% su base annua, raggiungendo 1,05 miliardi di dollari, coprendo agevolmente 824 milioni di dollari di investimenti in capitale.
- Liquidità e equivalenti: 101,9 milioni di dollari; linea di credito ridotta a zero, con 2,0 miliardi di dollari di impegni inutilizzati.
- Obbligazioni senior in circolazione: 2,71 miliardi di dollari; nessuna scadenza fino al 2026; debito netto invariato.
- Dividendo trimestrale mantenuto a 0,20 dollari per azione; restano 500 milioni di dollari sull'autorizzazione al riacquisto (nessun riacquisto nell'anno fino ad oggi).
- Il portafoglio di copertura del Q2 ha generato un guadagno non monetario di 78,3 milioni di dollari più 39,7 milioni di dollari di liquidità da regolamenti.
- Pressioni sui costi: spese di produzione +64% su base annua a 224,0 milioni di dollari; DD&A +63% a 293,0 milioni di dollari; spese per interessi raddoppiate a 42,6 milioni di dollari.
La direzione sta passando dall'integrazione all'ottimizzazione dell'asset Uinta, ribadendo l'attenzione sulla solidità del bilancio e sul ritorno agli azionisti. La liquidità è abbondante, il margine sui covenant è solido, ma l'aumento dei costi operativi e degli investimenti limita la crescita degli utili.
Resumen Q2-25: SM Energy (SM) reportó ingresos operativos de 792,9 millones de dólares, un aumento del 25% interanual, ya que la adquisición de la Cuenca Uinta en octubre de 2024 ahora representa el 30% de las ventas. La utilidad neta disminuyó un 4% a 201,7 millones de dólares y las ganancias diluidas por acción cayeron a 1,76 desde 1,82 debido a mayores costos de extracción y DD&A.
Métricas clave
- El flujo de caja operativo del primer semestre 25 aumentó un 40% interanual a 1,05 mil millones de dólares, cubriendo cómodamente 824 millones de dólares en capex.
- Efectivo y equivalentes: 101,9 millones de dólares; línea de crédito pagada a cero, dejando 2,0 mil millones de dólares en compromisos no utilizados.
- Bonos senior en circulación: 2,71 mil millones de dólares; sin vencimientos hasta 2026; deuda neta sin cambios.
- Dividendo trimestral mantenido en 0,20 dólares por acción; quedan 500 millones de dólares en la autorización de recompra (sin recompras en lo que va del año).
- El portafolio de cobertura del Q2 añadió una ganancia no monetaria de 78,3 millones de dólares más 39,7 millones de dólares en liquidaciones en efectivo.
- Presión de costos: gastos de producción +64% interanual a 224,0 millones de dólares; DD&A +63% a 293,0 millones de dólares; gastos por intereses se duplicaron a 42,6 millones de dólares.
La dirección está pasando de la integración a la optimización del activo Uinta, reiterando su enfoque en la solidez del balance y el retorno a los accionistas. La liquidez es amplia, el margen de los convenios es fuerte, pero los crecientes costos operativos y capex moderan el impulso de las ganancias.
2분기 25 요약: SM 에너지(SM)는 7억 9,290만 달러의 영업 수익을 보고했으며, 이는 전년 대비 25% 증가한 수치로, 2024년 10월 유인타 분지 인수가 매출의 30%를 차지하고 있습니다. 순이익은 4% 감소한 2억 170만 달러를 기록했으며, 희석 주당순이익(EPS)은 1.82달러에서 1.76달러로 소폭 하락했는데, 이는 상승한 생산 및 감가상각비(DD&A) 때문입니다.
주요 지표
- 2025년 상반기 영업 현금 흐름은 전년 대비 40% 증가한 10억 5천만 달러로, 8억 2,400만 달러의 자본 지출을 여유롭게 충당했습니다.
- 현금 및 현금성 자산: 1억 190만 달러; 리볼빙 신용 대출은 0으로 상환되어 20억 달러의 미사용 약정이 남아 있습니다.
- 선순위 채권 잔액: 27억 1천만 달러; 2026년까지 만기 없음; 순부채 변동 없음.
- 분기 배당금은 주당 0.20달러로 유지; 5억 달러의 자사주 매입 권한이 남아 있으며 올해 들어서는 매입이 없습니다.
- 2분기 헤지 포트폴리오에서 비현금 이익 7,830만 달러와 현금 결제 3,970만 달러가 추가되었습니다.
- 비용 압박: 생산 비용은 전년 대비 64% 증가한 2억 2,400만 달러, 감가상각비(DD&A)는 63% 증가한 2억 9,300만 달러, 이자 비용은 두 배로 증가한 4,260만 달러입니다.
경영진은 유인타 자산의 통합에서 최적화로 전환하며 재무 건전성과 주주 환원에 집중하고 있습니다. 유동성은 충분하며, 신용 약정 여유도 견고하지만, 상승하는 운영 비용과 자본 지출이 수익 성장에 제약을 가하고 있습니다.
Résumé T2-25 : SM Energy (SM) a déclaré un chiffre d'affaires opérationnel de 792,9 millions de dollars, en hausse de 25 % en glissement annuel, l'achat du bassin d'Uinta en octobre 2024 représentant désormais 30 % des ventes. Le bénéfice net a légèrement diminué de 4 % pour atteindre 201,7 millions de dollars, et le BPA dilué est passé de 1,82 à 1,76 en raison de coûts de levage et d'amortissement (DD&A) plus élevés.
Principaux indicateurs
- Le flux de trésorerie opérationnel du premier semestre 25 a augmenté de 40 % en glissement annuel pour atteindre 1,05 milliard de dollars, couvrant aisément 824 millions de dollars de dépenses d'investissement.
- Trésorerie et équivalents : 101,9 millions de dollars ; ligne de crédit remboursée à zéro, laissant 2,0 milliards de dollars d'engagements non utilisés.
- Obligations senior en circulation : 2,71 milliards de dollars ; aucune échéance avant 2026 ; dette nette stable.
- Dividende trimestriel maintenu à 0,20 $ par action ; il reste 500 millions de dollars sur l'autorisation de rachat (aucun rachat à ce jour).
- Le portefeuille de couverture du T2 a généré un gain non monétaire de 78,3 millions de dollars ainsi que 39,7 millions de dollars de règlements en espèces.
- Pression sur les coûts : frais de production en hausse de 64 % à 224,0 millions de dollars ; DD&A en hausse de 63 % à 293,0 millions de dollars ; charges d'intérêts doublées à 42,6 millions de dollars.
La direction passe de l'intégration à l'optimisation de l'actif Uinta tout en réaffirmant son focus sur la solidité du bilan et le retour aux actionnaires. La liquidité est abondante, la marge sur les covenants est solide, mais la hausse des coûts opérationnels et des investissements freine la dynamique des bénéfices.
Q2-25 Überblick: SM Energy (SM) meldete einen operativen Umsatz von 792,9 Millionen US-Dollar, ein Plus von 25 % im Jahresvergleich, da der Kauf des Uinta-Beckens im Oktober 2024 nun 30 % des Umsatzes ausmacht. Der Nettogewinn sank um 4 % auf 201,7 Millionen US-Dollar, und das verwässerte Ergebnis je Aktie fiel von 1,82 auf 1,76 US-Dollar aufgrund höherer Förder- und Abschreibungskosten (DD&A).
Wichtige Kennzahlen
- Der operative Cashflow im ersten Halbjahr 25 stieg um 40 % im Jahresvergleich auf 1,05 Milliarden US-Dollar und deckte damit komfortabel Investitionen von 824 Millionen US-Dollar ab.
- Barmittel und Äquivalente: 101,9 Millionen US-Dollar; revolvierender Kredit auf 0 zurückgezahlt, wodurch 2,0 Milliarden US-Dollar ungenutzte Kreditlinien verbleiben.
- Ausstehende Senior Notes: 2,71 Milliarden US-Dollar; keine Fälligkeiten bis 2026; Nettoverschuldung unverändert.
- Quartalsdividende bei 0,20 US-Dollar pro Aktie belassen; 500 Millionen US-Dollar verbleiben im Rückkaufprogramm (bisher keine Aktienrückkäufe im laufenden Jahr).
- Im Q2-Hedge-Portfolio wurden nicht zahlungswirksame Gewinne von 78,3 Millionen US-Dollar sowie Barausgleichszahlungen von 39,7 Millionen US-Dollar erzielt.
- Kostendruck: Produktionskosten stiegen um 64 % auf 224,0 Millionen US-Dollar; DD&A um 63 % auf 293,0 Millionen US-Dollar; Zinsaufwand verdoppelte sich auf 42,6 Millionen US-Dollar.
Das Management verlagert den Fokus von der Integration auf die Optimierung des Uinta-Assets und betont weiterhin die Bedeutung einer starken Bilanz und der Aktionärsrenditen. Die Liquidität ist ausreichend, die Covenant-Puffer sind robust, jedoch dämpfen steigende Betriebskosten und Investitionen das Gewinnwachstum.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2025
OR
For the transition period from ___________ to ___________
Commission File Number 001-31539
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
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| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ☐ | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of July 23, 2025, the registrant had 114,953,972 shares of common stock outstanding.
1
TABLE OF CONTENTS
Item | Page | ||||||||||
Cautionary Information about Forward-Looking Statements | 3 | ||||||||||
Part I | 4 | ||||||||||
Item 1. | Financial Statements (unaudited) | 4 | |||||||||
Condensed Consolidated Balance Sheets June 30, 2025, and December 31, 2024 | 4 | ||||||||||
Condensed Consolidated Statements of Operations Three and Six Months Ended June 30, 2025, and 2024 | 5 | ||||||||||
Condensed Consolidated Statements of Comprehensive Income Three and Six Months Ended June 30, 2025, and 2024 | 6 | ||||||||||
Condensed Consolidated Statements of Stockholders’ Equity Continuous Quarterly Presentation Ended June 30, 2025, and 2024 | 7 | ||||||||||
Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2025, and 2024 | 8 | ||||||||||
Notes to Condensed Consolidated Financial Statements | 10 | ||||||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | |||||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 38 | |||||||||
Item 4. | Controls and Procedures | 38 | |||||||||
Part II | 39 | ||||||||||
Item 1. | Legal Proceedings | 39 | |||||||||
Item 1A. | Risk Factors | 39 | |||||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 39 | |||||||||
Item 4. | Mine Safety Disclosures | 39 | |||||||||
Item 5. | Other Information | 39 | |||||||||
Item 6. | Exhibits | 40 | |||||||||
Signatures | 41 | ||||||||||
2
Cautionary Information about Forward-Looking Statements
This Report on Form 10-Q (“Form 10-Q” or “this report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements included in this report, other than statements of historical fact, that address activities, conditions, events, or developments with respect to our financial condition, results of operations, business prospects or economic performance that we expect, believe, or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “assume,” “believe,” “budget,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “pending,” “plan,” “potential,” “projected,” “seek,” “target,” “will,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements appear throughout this report, and include statements about such matters as:
•the amount and nature of future capital expenditures, the resilience of our assets to declining commodity prices, the ability of our assets to generate returns in the current macroeconomic environment, and the availability of liquidity and capital resources to fund capital expenditures;
•our outlook on prices for future crude oil, natural gas, and natural gas liquids (also referred to throughout this report as “oil,” “gas,” and “NGLs,” respectively), well costs, service costs, production costs, and general and administrative costs, and the effects of inflation, tariffs or trade restrictions on each of these;
•changes in general economic and financial conditions, inflationary pressures, the potential for economic recession in the U.S., tariffs and trade restrictions, including the imposition of new and higher tariffs on imported goods, the uncertainty of evolving tariffs, and retaliatory tariffs implemented by other countries on U.S. goods, and the potential effects on our financial condition or results of operations;
•business strategies and other plans and objectives for future operations, including plans for expansion and growth of operations or reallocation of capital, plans with respect to future dividend payments, debt repayments or redemptions, equity repurchases, capital markets activities, sustainability goals and initiatives, and our outlook on our future financial condition or results of operations;
•armed conflict, political instability, or civil unrest in oil and gas producing regions and shipping channels, including instability in the Middle East, the wars and armed conflicts between Russia and Ukraine, and among Israel and Hamas, Hezbollah, and Iran and its proxy forces, including recent U.S. involvement in the Israel-Iran conflict, and related potential effects on laws and regulations, or the imposition of economic or trade sanctions (“War and Geopolitical Instability”);
•any changes to the borrowing base or aggregate revolving lender commitments under, or maturity date of, our Seventh Amended and Restated Credit Agreement, as amended (“Credit Agreement”);
•cash flows, liquidity, interest and related debt service expenses, changes in our effective tax rate, and our ability to repay debt in the future;
•our drilling and completion activities and other exploration and development activities, each of which could be affected by supply chain disruptions, inflation, tariffs or trade restrictions, pipeline capacity, our ability to obtain permits and governmental approvals, and plans by us, our joint development partners, and/or other third-party operators;
•possible or expected acquisitions and divestitures, including the possible divestiture or farm-out of, or farm-in or joint development of, certain properties;
•oil, gas, and NGL reserve estimates and estimates of both future net revenues and the present value of future net revenues associated with those reserve estimates, and the conversion of proved undeveloped reserves to proved developed reserves;
•our expected future production volumes, identified drilling locations, and drilling prospects, inventories, projects and programs;
•our expectations related to changes in proposed or final federal and state income tax laws and regulations, including the expected impacts of the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025; and
•other similar matters, such as those discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this report.
Our forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments, and other factors that we believe are appropriate under the circumstances. We caution you that forward-looking statements are not guarantees of future performance, and these statements are subject to known and unknown risks and uncertainties, which may cause our actual results or performance to be materially different from any future results or performance expressed or implied by the forward-looking statements. Factors that may cause our financial condition, results of operations, business prospects or economic performance to differ from expectations include the factors discussed in the Risk Factors section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).
The forward-looking statements in this report speak only as of the filing of this report. Although we may from time to time voluntarily update our prior forward-looking statements, we disclaim any commitment to do so except as required by applicable securities laws.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SM ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share data)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Derivative assets | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Property and equipment (successful efforts method): | |||||||||||
| Proved oil and gas properties | |||||||||||
| Accumulated depletion, depreciation, and amortization | ( | ( | |||||||||
Unproved oil and gas properties, net of valuation allowance of $ | |||||||||||
| Wells in progress | |||||||||||
Other property and equipment, net of accumulated depreciation of $ | |||||||||||
| Total property and equipment, net | |||||||||||
| Noncurrent assets: | |||||||||||
| Derivative assets | |||||||||||
| Other noncurrent assets | |||||||||||
| Total noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Derivative liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent liabilities: | |||||||||||
| Revolving credit facility | |||||||||||
| Senior Notes, net | |||||||||||
| Asset retirement obligations | |||||||||||
| Net deferred tax liabilities | |||||||||||
| Derivative liabilities | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Commitments and contingencies (note 6) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SM ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating revenues and other income: | |||||||||||||||||||||||
| Oil, gas, and NGL production revenue | $ | $ | $ | $ | |||||||||||||||||||
| Other operating income | |||||||||||||||||||||||
| Total operating revenues and other income | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Oil, gas, and NGL production expense | |||||||||||||||||||||||
| Depletion, depreciation, and amortization | |||||||||||||||||||||||
| Exploration | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Net derivative (gain) loss | ( | ( | ( | ||||||||||||||||||||
| Other operating expense, net | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other non-operating expense | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted-average common shares outstanding | |||||||||||||||||||||||
| Diluted weighted-average common shares outstanding | |||||||||||||||||||||||
| Basic net income per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per common share | $ | $ | $ | $ | |||||||||||||||||||
| Net dividends declared per common share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SM ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Pension liability adjustment | |||||||||||||||||||||||
| Total other comprehensive income, net of tax | |||||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SM ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(in thousands, except share data and dividends per share)
| Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Common Stock | Retained Earnings | ||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
Net cash dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of RSUs, net of shares used for tax withholdings | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Balances, March 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
Net cash dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Issuance of common stock under Employee Stock Purchase Plan | — | — | |||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Common Stock | Retained Earnings | ||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
Net cash dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of RSUs, net of shares used for tax withholdings | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||
| Purchase of shares under Stock Repurchase Program | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances, March 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
Net cash dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Issuance of common stock under Employee Stock Purchase Plan | — | — | |||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | |||||||||||||||||||||||||||||||||
| Purchase of shares under Stock Repurchase Program | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Balances, June 30, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
SM ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
| For the Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depletion, depreciation, and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Net derivative (gain) loss | ( | ||||||||||
| Net derivative settlement gain | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Deferred income taxes | |||||||||||
| Other, net | ( | ( | |||||||||
| Net change in working capital | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Acquisition of proved and unproved oil and gas properties | ( | ||||||||||
| Other, net | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from revolving credit facility | |||||||||||
| Repayment of revolving credit facility | ( | ||||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Net proceeds from sale of common stock | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash, cash equivalents, and restricted cash | ( | ||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | |||||||||
| Supplemental schedule of additional cash flow information: | |||||||||||
| Operating activities: | |||||||||||
| Cash paid for interest, net of capitalized interest | $ | ( | $ | ( | |||||||
| Net cash paid for income taxes | $ | ( | $ | ( | |||||||
| Investing activities: | |||||||||||
| Changes in capital expenditure accruals | $ | $ | ( | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
SM ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)
(in thousands)
| As of June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash (1) | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | |||||||||
____________________________________________
(1) As of June 30, 2024, the amount represented a deposit held in a third-party escrow account related to the Uinta Basin assets acquired on October 1, 2024 (“Uinta Basin Acquisition”).
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
SM ENERGY COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Summary of Significant Accounting Policies
Description of Operations
SM Energy Company, together with its consolidated subsidiaries (“SM Energy” or the “Company”), is an independent energy company engaged in the acquisition, exploration, development, and production of oil, gas, and NGLs in Texas and Utah.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Regulation S-X. These financial statements do not include all information and notes required by GAAP for annual financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the 2024 Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. Additionally, certain prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements.
Significant Accounting Policies
The significant accounting policies followed by the Company are set forth in Note 1 - Summary of Significant Accounting Policies in the 2024 Form 10-K and are supplemented by the notes to the unaudited condensed consolidated financial statements included in this report. These unaudited condensed consolidated financial statements should be read in conjunction with the 2024 Form 10-K.
Recently Issued Accounting Guidance
As of June 30, 2025, and through the filing of this report, no accounting guidance applicable to the Company has been issued and not yet adopted in 2025 that would have a material effect on the Company’s unaudited condensed consolidated financial statements and related disclosures. For information about accounting guidance issued in previous years but not yet adopted by the Company, refer to Note 1 - Summary of Significant Accounting Policies in the 2024 Form 10-K.
Note 2 - Revenue from Contracts with Customers
The Company recognizes its share of revenue from the sale of produced oil, gas, and NGLs from its Midland Basin, South Texas, and Uinta Basin assets. Oil, gas, and NGL production revenue presented within the accompanying unaudited condensed consolidated statements of operations (“accompanying statements of operations”) reflects revenue generated from contracts with customers.
10
The tables below present oil, gas, and NGL production revenue by product type for each of the Company’s operating areas. Amounts below for the Uinta Basin reflect activity for the three and six months ended June 30, 2025. There is no comparable activity for the three and six months ended June 30, 2024, because the Uinta Basin assets were acquired on October 1, 2024.
| Midland Basin | South Texas | Uinta Basin | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil production revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Gas production revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| NGL production revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Relative percentage | % | % | % | % | % | % | % | % | |||||||||||||||||||||||||||||||||||||||
| Midland Basin | South Texas | Uinta Basin | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil production revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Gas production revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| NGL production revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Relative percentage | % | % | % | % | % | % | % | % | |||||||||||||||||||||||||||||||||||||||
The Company recognizes oil, gas, and NGL production revenue at the point in time when custody and title (“control”) of the product transfers to the purchaser, which may differ depending on the applicable contractual terms. Transfer of control determines the presentation of transportation, gathering, processing, and other post-production expenses (“costs and other deductions”) within the accompanying statements of operations. Costs and other deductions incurred by the Company prior to transfer of control are recorded within the oil, gas, and NGL production expense line item on the accompanying statements of operations. When control is transferred, sales are based on a market price that may be affected by costs and other deductions incurred by the purchaser subsequent to the transfer of control.
Revenue is recorded in the month when performance obligations are satisfied. However, settlement statements from the purchasers of hydrocarbons and the related cash consideration are received 30 to 90 days after production has occurred. As a result, the Company must estimate the amount of production delivered to the customer and the consideration that will ultimately be received for sale of the product. Estimated revenue due to the Company is recorded within the accounts receivable line item on the accompanying unaudited condensed consolidated balance sheets (“accompanying balance sheets”) until payment is received. The accounts receivable balances from contracts with customers within the accompanying balance sheets as of June 30, 2025, and December 31, 2024, were $234.9 million and $246.4 million, respectively. To estimate accounts receivable from contracts with customers, the Company uses knowledge of its properties, historical performance, contractual arrangements, index pricing, quality and transportation differentials, and other factors as the basis for these estimates. Differences between estimates and actual amounts received for product sales are recorded in the month that payment is received from the purchaser. The time period between production and satisfaction of performance obligations is generally less than one day for volumes sold at, or in close proximity, to the wellhead or to the inlet or tailgate of the midstream processing facility, and is generally less than two weeks for volumes transported by rail. As of June 30, 2025, there were no material unsatisfied or partially unsatisfied performance obligations.
Note 3 - Equity
Stock Repurchase Program
The Company’s stock repurchase program permits the Company to repurchase shares of its common stock from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws and subject to certain provisions of the Credit Agreement and the indentures governing the Senior Notes, as defined in Note 5 - Long-Term Debt (“Stock Repurchase Program”).
11
During the three and six months ended June 30, 2025, the Company did not 1.1 million and 1.8 million shares, respectively, of its common stock at a weighted-average share price of $48.35 and $47.40 , respectively, for a total cost of $51.2 million and $84.0 million, respectively, excluding excise taxes, commissions, and fees.
As of June 30, 2025, $500.0 million remained available for repurchases of the Company’s outstanding common stock through December 31, 2027 , under the Stock Repurchase Program.
Note 4 - Income Taxes
The provision for income taxes consisted of the following:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Current portion of income tax expense: | |||||||||||||||||||||||
| Federal | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| State | ( | ( | ( | ( | |||||||||||||||||||
| Deferred portion of income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
Income tax expense or benefit differs from the amount that would be calculated by applying the statutory United States federal income tax rate to income or loss before income taxes. These differences can relate to the effect of federal tax credits, state income taxes, changes in valuation allowances, excess tax benefits and deficiencies from stock-based compensation awards, tax deduction limitations on compensation of covered individuals, the cumulative effect of other smaller permanent differences, and can also reflect the cumulative effect of an enacted tax rate change, in the period of enactment, on the Company’s net deferred tax asset and liability balances. The quarterly effective tax rate and the resulting income tax expense or benefit can also be affected by the proportional effects of forecast net income or loss and the correlative effect on the valuation allowance for each of the periods presented in the table above.
On July 4, 2025, the OBBBA was enacted into law. The Company is evaluating the potential impacts of the OBBBA and currently expects to benefit from certain provisions. The effects of changes in tax laws are recognized in the period of enactment, therefore, the Company expects to record the impacts of the OBBBA on full-year income tax expense during the third quarter of 2025.
The Company complies with authoritative accounting guidance regarding uncertain tax positions. The entire amount of unrecognized tax benefit reported by the Company would affect its effective tax rate if recognized. The Company does not expect a significant change to the recorded unrecognized tax benefits in 2025.
For all years before 2021, the Company is generally no longer subject to United States federal or state income tax examinations by tax authorities.
Note 5 - Long-Term Debt
Credit Agreement
The Company’s Credit Agreement provides for a senior secured revolving credit facility with a maximum loan amount of $3.0 billion. As of June 30, 2025, the borrowing base and aggregate revolving lender commitments under the Credit Agreement were $3.0 billion and $2.0 billion, respectively. The next borrowing base redetermination is scheduled to occur on October 1, 2025. The Credit Agreement is scheduled to mature on the earlier of (a) October 1, 2029 (“Stated Maturity Date”), or (b) 91 days prior to the maturity date of any of the Company’s outstanding Senior Notes, as defined below, to the extent that, on or before such date, the respective Senior Notes have not been repaid, exchanged, repurchased, refinanced, or otherwise redeemed in a manner that results in no more than $50.0 million remaining due on the originally scheduled maturity date, and, if refinanced or exchanged, with a scheduled maturity date that is not earlier than at least 180 days after the Stated Maturity Date.
Interest and commitment fees associated with the revolving credit facility are accrued based on a borrowing base utilization grid set forth in the Credit Agreement, as presented in Note 5 - Long-Term Debt in the 2024 Form 10-K. At the Company’s election, borrowings under the Credit Agreement may be in the form of Secured Overnight Financing Rate (“SOFR”) revolving loans, Alternate
12
Base Rate (“ABR”) revolving loans, or Swingline loans. SOFR revolving loans accrue interest at SOFR plus the applicable margin from the utilization grid, and ABR revolving loans and Swingline loans accrue interest at a market-based floating rate, plus the applicable margin from the utilization grid. Commitment fees are accrued on the unused portion of the aggregate revolving lender commitment amount at rates from the utilization grid.
The following table presents the outstanding balance, total amount of letters of credit outstanding, and available borrowing capacity under the Credit Agreement:
| As of July 23, 2025 | As of June 30, 2025 | As of December 31, 2024 | |||||||||||||||
| (in thousands) | |||||||||||||||||
Revolving credit facility (1) | $ | $ | $ | ||||||||||||||
Letters of credit (2) | |||||||||||||||||
| Available borrowing capacity | |||||||||||||||||
Total aggregate revolving lender commitment amount | $ | $ | $ | ||||||||||||||
____________________________________________
(1) Unamortized deferred financing costs attributable to the revolving credit facility are presented as a component of the other noncurrent assets line item on the accompanying balance sheets and totaled $16.8 million and $18.7 million as of June 30, 2025, and December 31, 2024, respectively. These costs are being amortized over the term of the Credit Agreement on a straight-line basis.
(2) Letters of credit outstanding reduce the amount available under the revolving credit facility on a dollar-for-dollar basis.
Senior Notes
The Company’s Senior Notes, net line item on the accompanying balance sheets as of June 30, 2025, and December 31, 2024, consisted of the following (collectively referred to as “Senior Notes”):
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Principal Amount | Unamortized Deferred Financing Costs | Principal Amount, Net | Principal Amount | Unamortized Deferred Financing Costs | Principal Amount, Net | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The Senior Notes are unsecured senior obligations and rank equal in right of payment with all of the Company’s existing and any future unsecured senior debt and are senior in right of payment to any future subordinated debt. The Company may redeem some or all of its Senior Notes prior to their maturity at redemption prices that may include a premium, plus accrued and unpaid interest as described in the indentures governing the Senior Notes.
Covenants
The Company is subject to certain financial and non-financial covenants under the Credit Agreement and the indentures governing the Senior Notes that, among other terms, limit the Company’s ability to incur additional indebtedness, make restricted payments including dividends, sell assets, create liens that secure debt, enter into transactions with affiliates, make certain investments, or merge or consolidate with other entities. The Company was in compliance with all financial and non-financial covenants as of June 30, 2025, and through the filing of this report.
Capitalized Interest
Capitalized interest costs for the three months ended June 30, 2025, and 2024, totaled $9.4 million and $6.1 million, respectively, and for the six months ended June 30, 2025, and 2024, totaled $18.1 million and $12.2 million, respectively. The amount of interest the Company capitalizes generally fluctuates based on the amount borrowed, the Company’s capital program, and the timing
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and amount of costs associated with capital projects that are considered in progress. Capitalized interest costs are included in total costs incurred.
Note 6 - Commitments and Contingencies
Commitments
Other than those items discussed below, there have been no changes in commitments through the filing of this report that differ materially from those disclosed in the 2024 Form 10-K.
Railcar Leases. During the six months ended June 30, 2025, the Company entered into new railcar leases and amended certain of its existing railcar leases with terms extending into 2030, with a total remaining commitment of $80.5 million as of June 30, 2025.
Fracturing Services Contract. During the six months ended June 30, 2025, the Company entered into a fracturing services contract with a term through March 31, 2026. As of June 30, 2025, the minimum commitment remaining under this contract was $36.8 million. As of the filing of this report, if the Company terminated the contract, it would be subject to liquidated damages of up to $33.3 million; however, the Company expects to meet its obligation under this contract.
Contingencies
The Company is subject to litigation and claims arising in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. As of the filing of this report, in the opinion of management, the anticipated results of any pending litigation and claims are not expected to have a material effect on the results of operations, the financial position, or the cash flows of the Company.
Note 7 - Derivative Financial Instruments
Summary of Oil, Gas, and NGL Derivative Contracts in Place
The Company regularly enters into commodity derivative contracts to mitigate a portion of its exposure to oil, gas, and NGL price volatility and location differentials, and the associated effect on cash flows. All commodity derivative contracts that the Company enters into are for other-than-trading purposes. The Company’s commodity derivative contracts consist of price swap and collar arrangements for oil and gas production, and price swap arrangements for NGL production. In a typical commodity swap agreement, if the agreed upon published third-party index price (“index price”) is lower than the swap price, the Company receives the difference between the index price and the agreed upon swap price. If the index price is higher than the swap price, the Company pays the difference. For collar arrangements, the Company receives the difference between an agreed upon index price and the floor price if the index price is below the floor price. The Company pays the difference between the agreed upon ceiling price and the index price if the index price is above the ceiling price. No amounts are paid or received if the index price is between the floor and ceiling prices.
The Company has entered into fixed price oil and gas basis swaps in order to mitigate exposure to adverse pricing differentials between certain industry benchmark prices and the actual physical pricing points where the Company’s production is sold. As of June 30, 2025, the Company had basis swap contracts with fixed price differentials between:
•NYMEX WTI and Argus WTI Midland (“WTI Midland”) for a portion of its Midland Basin oil production with sales contracts that settle at WTI Midland prices;
•NYMEX WTI and Argus WTI Houston Magellan East Houston Terminal (“WTI Houston MEH”) for a portion of its South Texas oil production with sales contracts that settle at WTI Houston MEH prices; and
•NYMEX Henry Hub (“HH”) and Inside FERC (“IF”) Waha hub in West Texas (“Waha”) for a portion of its Midland Basin gas production with sales contracts that settle at IF Waha prices.
The Company has also entered into oil swap contracts to fix the differential in pricing between the NYMEX calendar month average and the physical crude oil delivery month (“Roll Differential”) in which the Company pays the periodic variable Roll Differential and receives a weighted-average fixed price differential. The weighted-average fixed price differential represents the amount of net addition (reduction) to delivery month prices for the notional volumes covered by the swap contracts.
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As of June 30, 2025, the Company had commodity derivative contracts with terms through the third quarter of 2027 as summarized in the table below:
| Contract Period | ||||||||||||||||||||||||||
| Third Quarter 2025 | Fourth Quarter 2025 | 2026 | 2027 | |||||||||||||||||||||||
| Oil Derivatives (volumes in MBbl and prices in $ per Bbl): | ||||||||||||||||||||||||||
| Swaps | ||||||||||||||||||||||||||
| NYMEX WTI Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
| Collars | ||||||||||||||||||||||||||
| NYMEX WTI Volumes | ||||||||||||||||||||||||||
| Weighted-Average Floor Price | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted-Average Ceiling Price | $ | $ | $ | $ | ||||||||||||||||||||||
| Basis Swaps | ||||||||||||||||||||||||||
WTI Midland-NYMEX WTI Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
WTI Houston MEH-NYMEX WTI Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
| Roll Differential Swaps | ||||||||||||||||||||||||||
| NYMEX WTI Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
| Gas Derivatives (volumes in BBtu and prices in $ per MMBtu): | ||||||||||||||||||||||||||
| Swaps | ||||||||||||||||||||||||||
NYMEX HH Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
Inside FERC Houston Ship Channel Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
IF Waha Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
| Collars | ||||||||||||||||||||||||||
NYMEX HH Volumes | ||||||||||||||||||||||||||
| Weighted-Average Floor Price | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted-Average Ceiling Price | $ | $ | $ | $ | ||||||||||||||||||||||
| Basis Swaps | ||||||||||||||||||||||||||
IF Waha-NYMEX HH Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| NGL Derivatives (volumes in MBbl and prices in $ per Bbl): | ||||||||||||||||||||||||||
| Swaps | ||||||||||||||||||||||||||
| OPIS Ethane Mont Belvieu Non-TET Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
15
Commodity Derivative Contracts Entered Into Subsequent to June 30, 2025
Subsequent to June 30, 2025, and through July 23, 2025, the Company entered into the following commodity derivative contracts:
Contract Period | ||||||||||||||||||||||||||
| Third Quarter 2025 | Fourth Quarter 2025 | 2026 | 2027 | |||||||||||||||||||||||
| Oil Derivatives (volumes in MBbl and prices in $ per Bbl): | ||||||||||||||||||||||||||
| Swaps | ||||||||||||||||||||||||||
| NYMEX WTI Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
| Gas Derivatives (volumes in BBtu and prices in $ per MMBtu): | ||||||||||||||||||||||||||
| Swaps | ||||||||||||||||||||||||||
NYMEX HH Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
IF Waha Volumes | ||||||||||||||||||||||||||
| Weighted-Average Contract Price | $ | $ | $ | $ | ||||||||||||||||||||||
Derivative Assets and Liabilities Fair Value
The Company’s commodity derivatives are measured at fair value and are included in the accompanying balance sheets as derivative assets and liabilities, with the exception of derivative instruments that meet the “normal purchase normal sale” exclusion. The Company does not designate its commodity derivative contracts as hedging instruments. The fair value of commodity derivative contracts at June 30, 2025, and December 31, 2024, was a net asset of $51.9 million and $38.3 million, respectively.
The following table details the fair value of commodity derivative contracts recorded in the accompanying balance sheets:
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| Derivative assets: | |||||||||||
| Current assets | $ | $ | |||||||||
| Noncurrent assets | |||||||||||
| Total derivative assets | $ | $ | |||||||||
| Derivative liabilities: | |||||||||||
| Current liabilities | $ | $ | |||||||||
| Noncurrent liabilities | |||||||||||
| Total derivative liabilities | $ | $ | |||||||||
Offsetting of Derivative Assets and Liabilities
As of June 30, 2025, and December 31, 2024, all derivative instruments held by the Company were subject to master netting arrangements with various financial institutions. In general, the terms of the Company’s agreements provide for offsetting of amounts payable or receivable between it and the counterparty, at the election of both parties, for transactions that settle on the same date and in the same currency. The Company’s agreements also provide that in the event of an early termination, the counterparties have the right to offset amounts owed or owing under that and any other agreement with the same counterparty. The Company’s accounting policy is to not offset these positions in its accompanying balance sheets.
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The following table provides a reconciliation between the gross assets and liabilities reflected on the accompanying balance sheets and the potential effects of master netting arrangements on the fair value of the Company’s commodity derivative contracts:
| Derivative Assets as of | Derivative Liabilities as of | ||||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Gross amounts presented in the accompanying balance sheets | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Amounts not offset in the accompanying balance sheets | ( | ( | |||||||||||||||||||||
| Net amounts | $ | $ | $ | ( | $ | ( | |||||||||||||||||
The following table summarizes the commodity components of the net derivative settlement gain, and the net derivative (gain) loss line items presented within the accompanying unaudited condensed consolidated statements of cash flows (“accompanying statements of cash flows”) and the accompanying statements of operations, respectively:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net derivative settlement (gain) loss: | |||||||||||||||||||||||
| Oil contracts | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Gas contracts | ( | ( | ( | ( | |||||||||||||||||||
| NGL contracts | ( | ||||||||||||||||||||||
| Total net derivative settlement gain | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net derivative (gain) loss: | |||||||||||||||||||||||
| Oil contracts | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Gas contracts | ( | ( | ( | ( | |||||||||||||||||||
| NGL contracts | ( | ||||||||||||||||||||||
| Total net derivative (gain) loss | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Credit Related Contingent Features
As of June 30, 2025, all of the Company’s derivative counterparties were members of the Company’s Credit Agreement lender group. The Company does not enter into derivative contracts with counterparties that are not part of the lender group. Under the Credit Agreement, the Company is required to provide mortgage liens on assets having a value equal to at least 85 percent of the total PV-9, as defined in the Credit Agreement, of the Company’s proved oil and gas properties evaluated in the most recent reserve report. Collateral securing indebtedness under the Credit Agreement also secures the Company’s derivative agreement obligations.
Note 8 - Fair Value Measurements
The Company follows fair value measurement accounting guidance for all assets and liabilities measured at fair value. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Market or observable inputs are the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The fair value hierarchy for grouping these assets and liabilities is based on the significance level of the following inputs:
•Level 1 – quoted prices in active markets for identical assets or liabilities
•Level 2 – quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable
•Level 3 – significant inputs to the valuation model are unobservable
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The following table is a listing of the Company’s assets and liabilities that are measured at fair value on a recurring basis in the accompanying balance sheets and where they are classified within the fair value hierarchy:
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
Derivatives | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
Derivatives | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Both financial and non-financial assets and liabilities are categorized within the above fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used by the Company as well as the general classification of such instruments pursuant to the above fair value hierarchy.
Derivatives
The Company uses Level 2 inputs to measure the fair value of oil, gas, and NGL commodity derivative instruments. Fair values are based upon interpolated data. The Company derives internal valuation estimates taking into consideration forward commodity price curves, counterparties’ credit ratings, the Company’s credit rating, and the time value of money. These valuations are then compared to the respective counterparties’ mark-to-market statements. The considered factors result in an estimated exit price that management believes provides a reasonable and consistent methodology for valuing derivative instruments. The commodity derivative instruments utilized by the Company are not considered by management to be complex, structured, or illiquid. The oil, gas, and NGL commodity derivative markets are highly active. Refer to Note 7 - Derivative Financial Instruments for more information regarding the Company’s derivative instruments.
Long-Term Debt
The following table reflects the fair value of the Company’s Senior Notes obligations measured using Level 1 inputs based on quoted secondary market trading prices. These notes were not presented at fair value on the accompanying balance sheets as of June 30, 2025, or December 31, 2024, as they were recorded at carrying value, net of any unamortized deferred financing costs. Refer to Note 5 - Long-Term Debt for additional information.
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Principal Amount | Fair Value | Principal Amount | Fair Value | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
As of December 31, 2024, the carrying value of the Company’s revolving credit facility approximated its fair value, as the applicable interest rates are floating, based on prevailing market rates.
Note 9 - Earnings Per Share
Basic net income or loss per common share is calculated by dividing net income or loss available to common stockholders by the basic weighted-average number of common shares outstanding for the respective period. Diluted net income or loss per common share is calculated by dividing net income or loss available to common stockholders by the diluted weighted-average number of common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for this calculation consist primarily of non-vested restricted stock units (“RSU” or “RSUs”) and contingent performance share units (“PSU” or “PSUs”), which were measured using the treasury stock method. Refer to Note 9 - Earnings Per Share and Note 10 - Compensation Plans in the 2024 Form 10-K for additional detail on these potentially dilutive securities.
18
The following table sets forth the calculations of basic and diluted net income per common share:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted-average common shares outstanding | |||||||||||||||||||||||
Dilutive effect of non-vested RSUs, contingent PSUs, and other | |||||||||||||||||||||||
| Diluted weighted-average common shares outstanding | |||||||||||||||||||||||
| Basic net income per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per common share | $ | $ | $ | $ | |||||||||||||||||||
Note 10 - Segment Reporting
The Company has one reportable segment: the oil, gas, and NGL exploration and production segment (“E&P Segment”), which operates exclusively in the United States. The E&P Segment constitutes all of the consolidated entity and the accompanying condensed consolidated financial statements and the notes to the accompanying condensed consolidated financial statements are representative of such amounts for the E&P Segment. The Company’s Chief Operating Decision Maker (“CODM”) is the . The CODM uses net income as presented on the accompanying statements of operations to measure E&P Segment profit or loss, and to evaluate income generated from E&P Segment assets in deciding whether to reinvest profits into operational activities or to use profits for other purposes, such as debt reduction, acquisitions, or the Company’s Stock Repurchase Program. Additionally, net income is used in assessing budget versus actual results and in benchmarking to the Company’s competitors .
The following table summarizes the results of the Company’s segment revenue, significant expenses, and net income during the periods presented:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Total operating revenues and other income | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Lease operating expense | ||||||||||||||||||||||||||
| Transportation costs | ||||||||||||||||||||||||||
| Production taxes | ||||||||||||||||||||||||||
| Ad valorem tax expense | ||||||||||||||||||||||||||
Depletion, depreciation, and amortization | ||||||||||||||||||||||||||
| Exploration | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Net derivative (gain) loss | ( | ( | ( | |||||||||||||||||||||||
| Other operating expense, net | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Other non-operating expense | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| E&P Segment net income | $ | $ | $ | $ | ||||||||||||||||||||||
___________________________________________
Note: There are no reconciling items between net income presented on the accompanying statements of operations and E&P Segment net income.
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Note 11 - Acquisitions
During the first quarter of 2025, the Company finalized post-closing adjustments related to the Uinta Basin Acquisition. The final adjusted purchase price was $2.1 billion. In accordance with GAAP, this transaction was considered to be an asset acquisition.
On May 22, 2025, the Company’s stockholders approved the 2025 Equity Incentive Compensation Plan (“2025 Equity Plan”), which succeeded the SM Energy Company Equity Incentive Compensation Plan, as amended and restated effective as of May 22, 2018 (“Predecessor Equity Plan” and together with the 2025 Equity Plan, the “Equity Plans”). The Company ceased granting awards under the Predecessor Equity Plan following the approval of the 2025 Equity Plan, however, existing awards remain outstanding under the Predecessor Equity Plan. Among other items, the 2025 Equity Plan authorized an increase in the total number of shares of the Company’s common stock available for grant of approximately 2.0 million shares. As of June 30, 2025, approximately 3.7 million shares of common stock were available for grant under the 2025 Equity Plan.
The Company may grant various types of both short-term and long-term incentive-based awards such as time-based cash awards, performance-based cash awards, and equity awards to eligible employees. Additionally, the Company grants stock-based compensation to its Board of Directors and provides an employee stock purchase plan and a 401(k) plan to eligible employees.
Performance Share Units
The Company has granted PSUs to eligible employees pursuant to its Equity Plans. The number of shares of the Company’s common stock issued to settle PSUs ranges from zero to two times the number of PSUs awarded and is determined based on certain criteria over a -year performance period. PSUs generally vest on the third anniversary of the grant date or upon other triggering events as set forth in the applicable Equity Plan.
For PSUs granted in 2024 and 2023, which the Company determined to be equity awards, settlement will be determined based on a combination of the following criteria measured over the -year performance period: the Company’s Total Shareholder Return (“TSR”) relative to the TSR of certain peer companies, the Company’s absolute TSR, free cash flow (“FCF”) generation, and the achievement of certain sustainability targets, in each case as defined by the award agreement. The Company initially records compensation expense associated with the issuance of PSUs based on the fair value of the awards as of the grant date. Because a portion of these awards depends on performance-based settlement criteria, compensation expense may be adjusted in future periods as the expected number of shares of the Company’s common stock issued to settle the units increases or decreases based on the Company’s expected FCF generation and achievement of certain sustainability targets.
Compensation expense for PSUs is recognized within general and administrative expense and exploration expense over the vesting periods of the respective awards. Total compensation expense recorded for PSUs was $0.6 million and $1.4 million for the three months ended June 30, 2025, and 2024, respectively, and $2.8 million and $2.4 million for the six months ended June 30, 2025, and 2024, respectively. As of June 30, 2025, there was $7.9 million of total unrecognized compensation expense related to non-vested PSUs, which is being amortized through mid-2027. There were no material changes to the outstanding and non-vested PSUs during the six months ended June 30, 2025.
Subsequent to June 30, 2025, the Company settled PSUs that were granted in 2022, which earned a 0.28 times multiplier based on the same performance criteria described above. The Company and all eligible recipients mutually agreed to net share settle a portion of the awards to cover income and payroll tax withholdings, as provided for in the Predecessor Equity Plan and applicable award agreements. After withholding 26,397 shares to satisfy income and payroll tax withholding obligations, the Company issued 39,475 shares of common stock in accordance with the terms of the applicable award agreement. Additionally, the Company granted a total of 374,692 PSUs with a grant date fair value of $10.3 million pursuant to the 2025 Equity Plan.
Employee Restricted Stock Units
The Company has granted RSUs to eligible employees pursuant to its Equity Plans. Each RSU represents a right to receive one share of the Company’s common stock upon settlement of the award at the end of the specified vesting period. RSUs generally vest in one-third increments on each anniversary of the applicable grant date over the applicable vesting period or upon other triggering events as set forth in the applicable Equity Plan.
The Company records compensation expense associated with the issuance of RSUs based on the fair value of the awards as of the grant date. The fair value of an RSU is equal to the closing price of the Company’s common stock on the grant date. Compensation expense for RSUs is recognized within general and administrative expense and exploration expense over the vesting periods of the respective awards. Total compensation expense recorded for RSUs was $4.5 million and $3.8 million for the three months ended June 30, 2025, and 2024, respectively, and $9.1 million and $7.5 million for the six months ended June 30, 2025, and 2024, respectively. As of June 30, 2025, there was $20.8 million of total unrecognized compensation expense related to non-vested
20
RSUs, which is being amortized through mid-2027. There were no material changes to the outstanding and non-vested RSUs during the six months ended June 30, 2025.
Subsequent to June 30, 2025, the Company settled RSUs upon the vesting of awards granted in previous years. The Company and the majority of eligible recipients mutually agreed to net share settle a portion of the awards to cover income and payroll tax withholdings, as provided for in the Predecessor Equity Plan and applicable award agreements. After withholding 157,426 shares to satisfy income and payroll tax withholding obligations, the Company issued 319,247 shares of common stock in accordance with the terms of the applicable award agreements. Additionally, the Company granted to employees a total of 958,194 RSUs with a grant date fair value of $25.0 million pursuant to the 2025 Equity Plan.
Director Shares
During the six months ended June 30, 2025, and 2024, the Company issued a total of 82,193 and 37,530 shares, respectively, of its common stock to its non-employee directors under the Equity Plans. All shares issued to non-employee directors fully vest during the year in which they are granted.
Employee Stock Purchase Plan
Under the Company’s Employee Stock Purchase Plan (“ESPP”), eligible employees may purchase shares of the Company’s common stock through payroll deductions of up to 15 percent of their eligible compensation, subject to a maximum of 2,500 shares per offering period and a maximum of $25,000 in value related to purchases for each calendar year. The purchase price of the common stock is 85 percent of the lower of the trading price of the common stock on either the first or last day of the six-month offering period. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. There were a total of 90,314 and 56,006 shares issued under the ESPP during the second quarters of June 30, 2025, and 2024, respectively. Total proceeds to the Company for the issuance of these shares was $1.9 million and $1.8 million during the six months ended June 30, 2025, and 2024, respectively. The fair value of ESPP grants is measured at the date of grant using the Black-Scholes option-pricing model.
The 2025 Equity Plan is included as Exhibit 10.1 to this report. Refer to Note 10 - Compensation Plans in the 2024 Form 10-K for additional detail on the Company’s compensation plans.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion includes forward-looking statements. Refer to the Cautionary Information about Forward-Looking Statements section of this report for important information about these types of statements. Additionally, the following discussion includes sequential quarterly comparison to the financial information presented in our Quarterly Report on the Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 2, 2025. Throughout the following discussion, we explain changes between the three months ended June 30, 2025, and the three months ended March 31, 2025 (“sequential quarterly” or “sequentially”), and the year-to-date (“YTD”) change between the six months ended June 30, 2025, and the six months ended June 30, 2024 (“YTD 2025-over-YTD 2024”).
Overview of the Company
General Overview
Our purpose is to make people’s lives better by responsibly producing energy supplies, contributing to domestic energy security and prosperity, and having a positive impact in the communities where we live and work. Our long-term vision and strategy is to sustainably grow value for all of our stakeholders as a premier operator of top-tier assets by maintaining and optimizing our high-quality asset portfolio, generating cash flows, and maintaining a strong balance sheet. Our team executes this strategy by prioritizing safety, technological innovation, and stewardship of natural resources, all of which are integral to our corporate culture. During the first half of 2025, we focused on the successful integration of our Uinta Basin assets. We have shifted our focus for the second half of 2025 to optimizing operations to deliver sustained value from this core asset. Our near-term goals include focusing on operational execution; generating cash flows that enable us to continue returning value to stockholders through fixed dividend payments, debt repayments, and our Stock Repurchase Program; and expanding our portfolio of top-tier economic drilling inventory through acquisition and exploration.
Our asset portfolio is comprised of high-quality assets in the Midland Basin of West Texas, the Maverick Basin of South Texas, and the Uinta Basin of Northeast Utah, which we believe are capable of generating strong returns in the current macroeconomic environment and provide resilience to commodity price risk and volatility. We seek to maximize returns and increase the value of our top-tier assets through disciplined capital spending, strategic acquisitions, and continued development and optimization. We believe that our high-quality assets facilitate a sustainable approach to prioritizing operational execution, maintaining a strong balance sheet, generating cash flows, returning capital to stockholders, and maintaining financial flexibility.
We are committed to exceptional safety, health, and environmental stewardship; supporting the professional development of a diverse and thriving team of employees; building and maintaining partnerships with our stakeholders by investing in and connecting with the communities where we live and work; and transparency in reporting on our progress in these areas. The Governance and Sustainability Committee of our Board of Directors oversees, among other things, the effectiveness of our sustainability policies, programs and initiatives, monitors and responds to emerging trends, issues, and associated risks, and, together with management, reports to our Board of Directors regarding such matters. Further demonstrating our commitment to sustainable operations and environmental stewardship, compensation for our executives and employees under certain aspects of our compensation plans is calculated based on Company-wide performance metrics that include key financial, operational, environmental, health, and safety measures.
Market Trends and Uncertainties
Global commodity and financial markets, which remain subject to heightened levels of uncertainty and volatility, affect our financial performance. Key factors contributing to market fluctuations include tariffs and trade restrictions; production output from the Organization of the Petroleum Exporting Countries (“OPEC”) plus other non-OPEC oil producing countries (collectively referred to as “OPEC+”); fluctuations in oil and gas demand from China and other markets; War and Geopolitical Instability; United States Federal Reserve monetary policy; global shipping channel constraints and disruptions; the potential for economic recession in the U.S.; and changes in global oil inventory in storage. These factors have driven commodity price volatility, contributed to instances of supply chain disruptions, inflation, and fluctuations in interest rates, and could have further industry-specific impacts that may require us to adjust our business plan. Future impacts of these and other events on commodity and financial markets are inherently unpredictable.
Historically, tariffs have led to increased costs for products exchanged in international trade, and have heightened global political tensions. Recent U.S. government policies, including new and higher tariffs on imported goods, have increased economic uncertainty. These tariffs, along with retaliatory tariffs from other countries, could lead to reduced trade resulting from increased costs for imported goods and decreased demand for U.S. exports, as well as reduced investment and technological exchange between major economies. These outcomes could negatively impact global economic conditions, financial market stability, and commodity prices. Volatility in political, trade, regulatory, and economic conditions could have a material adverse effect on our financial condition or results of operations. We are unable to reasonably estimate the period of time that these market conditions will exist or the extent to which they will impact our business, results of operations, and financial condition.
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Continuing volatility in political, trade, regulatory and economic conditions could impact supply and demand fundamentals, and any related declines in oil, gas, and NGL prices could lead to proved and unproved property impairments in the future. Future impairments of proved and unproved properties are difficult to predict, especially in a volatile price environment.
Areas of Operations
Our Midland Basin assets are comprised of approximately 108,000 net acres located in the Permian Basin in West Texas (“Midland Basin”). Our Midland Basin position provides future development opportunities within multiple oil-rich intervals, including the Spraberry, Wolfcamp, and Woodford Barnett formations.
Our South Texas assets are comprised of approximately 155,000 net acres located in Dimmit and Webb counties, Texas (“South Texas”). Our overlapping acreage position in South Texas covers a significant portion of the western Eagle Ford shale and Austin Chalk formations, and includes acreage across the oil, gas-condensate, and dry gas windows with gas composition amenable to processing for NGL extraction.
Our Uinta Basin assets are comprised of approximately 64,000 net acres located in Duchesne and Uintah counties, Utah (“Uinta Basin”). Our Uinta Basin position provides future development and exploration opportunities within multiple oil-rich intervals in the Lower Green River and Wasatch formations, and includes acreage with waxy crude and gas composition amenable to processing for NGL extraction.
Second Quarter 2025 Overview and Outlook for the Remainder of 2025
During the second quarter of 2025, we completed the integration of the Uinta Basin assets into our portfolio. We also reduced our total outstanding debt by paying off the balance on our revolving credit facility and ending the quarter with a cash and cash equivalents balance of $101.9 million as of June 30, 2025. Additionally, we continued to execute on our goal of sustainably returning capital to our stockholders by paying a quarterly net cash dividend of $0.20 per share, totaling $22.9 million.
Financial and Operational Results. Average net daily equivalent production for the three months ended June 30, 2025, increased six percent sequentially to 209.1 MBOE. The overall increase consisted of increases of 25 percent and three percent from our Uinta Basin and Midland Basin assets, respectively. Average net daily equivalent production from our South Texas assets remained flat sequentially.
Oil, gas, and NGL realized prices per BOE, before the effect of net derivative settlements (“realized price” or “realized prices”), decreased sequentially by 12 percent, 35 percent, and 15 percent, respectively, as a result of decreases in oil, gas and NGL benchmark prices during the second quarter of 2025. The decrease in our realized gas price was also a result of weaker Waha pricing during the second quarter of 2025. Total realized price per BOE decreased 13 percent sequentially, resulting in a six percent decrease in oil, gas, and NGL production revenue, which was $785.1 million for the three months ended June 30, 2025, compared with $839.6 million for the three months ended March 31, 2025. Oil, gas, and NGL production expense remained flat sequentially at $224.0 million for the three months ended June 30, 2025, compared with $225.1 million for the three months ended March 31, 2025, as the increase in transportation expense was offset by decreases in production tax expense and lease operating expense (“LOE”).
We recorded a net derivative gain of $78.3 million and a net derivative loss of $17.2 million for the three months ended June 30, 2025, and March 31, 2025, respectively. Included within these amounts are net derivative settlement gains of $39.7 million and $7.8 million for the three months ended June 30, 2025, and March 31, 2025, respectively.
Operational and financial activities during the three months ended June 30, 2025, resulted in the following:
•Net income of $201.7 million, or $1.76 per diluted share, compared with net income of $182.3 million, or $1.59 per diluted share, for the three months ended March 31, 2025.
•Net cash provided by operating activities of $571.1 million, compared with $483.0 million for the three months ended March 31, 2025. The increase in net cash provided by operating activities was primarily a result of timing of interest payments on our Senior Notes.
•Adjusted EBITDAX, a non-GAAP financial measure, of $569.6 million, compared with $588.9 million for the three months ended March 31, 2025. The decrease in adjusted EBITDAX was primarily a result of decreased realized prices. Refer to the caption Non-GAAP Financial Measures below for additional discussion and our definition of adjusted EBITDAX and reconciliations to net income and net cash provided by operating activities.
Refer to Overview of Selected Production and Financial Information, Including Trends and Comparison of Financial Results and Trends Between the Three Months Ended June 30, 2025, and March 31, 2025, and Between the Six Months Ended June 30, 2025, and 2024 below for additional discussion.
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Operational Activities. Our capital program for 2025, excluding acquisitions, is expected to be approximately $1.375 billion which is an increase from our original expectation of approximately $1.3 billion. This increase is primarily to accommodate certain previously excluded non-operated capital projects. Our capital program remains focused on applying our strength in geosciences and development optimization to highly economic oil development projects in our areas of operations that support our priority of strategic inventory replacement and growth. Refer to Overview of Liquidity and Capital Resources below for discussion of how we expect to fund the remainder of our 2025 capital program.
During the three and six months ended June 30, 2025, costs incurred in oil and gas property acquisition, exploration, and development activities, whether capitalized or expensed, totaled $392.7 million and $842.4 million, respectively. Total costs incurred also includes corporate charges incurred in exploration activities and costs related to exploration efforts outside of our core areas of operation.
In our Midland Basin program, we averaged two drilling rigs and one completion crew during the second quarter of 2025, and our operations focused on development optimization of our RockStar assets, and delineation and development of our Sweetie Peck and Klondike assets. Average net daily equivalent production volumes increased sequentially by three percent to 83.6 MBOE. Costs incurred during the three months ended June 30, 2025, totaled $148.1 million, or 38 percent of our total costs incurred for the period. We anticipate operating an average of two drilling rigs and a spot completion crew for the majority of the remainder of 2025, focused on developing formations within our RockStar and Sweetie Peck assets.
In our South Texas program, we averaged one drilling rig and one completion crew during the second quarter of 2025, and our operations focused primarily on the development and further delineation of the Austin Chalk formation. Average net daily equivalent production volumes remained flat sequentially at 77.4 MBOE. Costs incurred during the three months ended June 30, 2025, totaled $112.4 million, or 29 percent of our total costs incurred for the period. We anticipate operating between one and two drilling rigs and a spot completion crew for a majority of the remainder of 2025, focused primarily on developing the Austin Chalk formation.
In our Uinta Basin program, we operated three drilling rigs and one completion crew during the second quarter of 2025, and our operations focused on delineation and development. Average net daily equivalent production volumes increased sequentially by 25 percent to 48.0 MBOE. Costs incurred during the three months ended June 30, 2025, totaled $120.2 million, or 31 percent of our total costs incurred for the period. We anticipate operating three drilling rigs and one completion crew during the remainder of 2025, focused primarily on delineating and developing the Lower Green River and Wasatch formations.
The table below provides a quarterly summary of changes in our drilled but not completed well count and current year drilling and completion activity in our operated programs for the three and six months ended June 30, 2025:
| Midland Basin | South Texas (1) | Uinta Basin | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Gross | Net | Gross | Net | Gross | Net | Gross | Net | ||||||||||||||||||||||||||||||||||||||||
Wells drilled but not completed at December 31, 2024 | 40 | 29 | 35 | 35 | 48 | 38 | 123 | 102 | |||||||||||||||||||||||||||||||||||||||
| Wells drilled | 24 | 21 | 10 | 10 | 14 | 10 | 48 | 41 | |||||||||||||||||||||||||||||||||||||||
| Wells completed | (15) | (10) | (5) | (5) | (30) | (24) | (50) | (39) | |||||||||||||||||||||||||||||||||||||||
Wells drilled but not completed at March 31, 2025 | 49 | 40 | 40 | 40 | 32 | 24 | 121 | 104 | |||||||||||||||||||||||||||||||||||||||
| Wells drilled | 12 | 9 | 7 | 6 | 12 | 9 | 31 | 24 | |||||||||||||||||||||||||||||||||||||||
| Wells completed | (27) | (23) | (16) | (16) | (21) | (17) | (64) | (56) | |||||||||||||||||||||||||||||||||||||||
Wells drilled but not completed at June 30, 2025 | 34 | 26 | 31 | 30 | 23 | 16 | 88 | 72 | |||||||||||||||||||||||||||||||||||||||
____________________________________________
(1) As of December 31, 2024, the drilled but not completed well count included nine gross (nine net) wells that were not included in our five-year development plan as of December 31, 2024, eight of which were in the Eagle Ford shale.
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Production Results. The table below presents the disaggregation of our net production volumes by product type for each of our assets for the periods presented:
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Midland Basin Net Production: | |||||||||||||||||||||||
| Oil (MMBbl) | 4.9 | 4.7 | 9.6 | 9.0 | |||||||||||||||||||
| Gas (Bcf) | 16.2 | 16.0 | 32.2 | 29.9 | |||||||||||||||||||
| NGLs (MMBbl) | — | — | — | — | |||||||||||||||||||
| Equivalent (MMBOE) | 7.6 | 7.3 | 14.9 | 14.0 | |||||||||||||||||||
| Average net daily equivalent (MBOE per day) | 83.6 | 81.5 | 82.6 | 77.1 | |||||||||||||||||||
| Relative percentage | 40 | % | 41 | % | 41 | % | 51 | % | |||||||||||||||
| South Texas Net Production: | |||||||||||||||||||||||
| Oil (MMBbl) | 1.8 | 1.7 | 3.5 | 3.4 | |||||||||||||||||||
| Gas (Bcf) | 16.7 | 17.6 | 34.3 | 33.4 | |||||||||||||||||||
| NGLs (MMBbl) | 2.4 | 2.4 | 4.8 | 4.6 | |||||||||||||||||||
| Equivalent (MMBOE) | 7.0 | 7.0 | 14.0 | 13.6 | |||||||||||||||||||
| Average net daily equivalent (MBOE per day) | 77.4 | 77.4 | 77.4 | 74.7 | |||||||||||||||||||
| Relative percentage | 37 | % | 39 | % | 38 | % | 49 | % | |||||||||||||||
Uinta Basin Net Production: (1) | |||||||||||||||||||||||
| Oil (MMBbl) | 3.8 | 3.0 | 6.8 | — | |||||||||||||||||||
| Gas (Bcf) | 3.4 | 2.8 | 6.1 | — | |||||||||||||||||||
| NGLs (MMBbl) | — | — | — | — | |||||||||||||||||||
| Equivalent (MMBOE) | 4.4 | 3.5 | 7.8 | — | |||||||||||||||||||
| Average net daily equivalent (MBOE per day) | 48.0 | 38.4 | 43.3 | — | |||||||||||||||||||
| Relative percentage | 23 | % | 20 | % | 21 | % | — | % | |||||||||||||||
| Total Net Production: | |||||||||||||||||||||||
| Oil (MMBbl) | 10.5 | 9.3 | 19.9 | 12.4 | |||||||||||||||||||
| Gas (Bcf) | 36.2 | 36.4 | 72.6 | 63.4 | |||||||||||||||||||
| NGLs (MMBbl) | 2.5 | 2.4 | 4.8 | 4.7 | |||||||||||||||||||
| Equivalent (MMBOE) | 19.0 | 17.8 | 36.8 | 27.6 | |||||||||||||||||||
| Average net daily equivalent (MBOE per day) | 209.1 | 197.3 | 203.2 | 151.8 | |||||||||||||||||||
____________________________________________
Note: Amounts may not calculate due to rounding.
(1) The Uinta Basin assets were acquired on October 1, 2024.
Refer to Overview of Selected Production and Financial Information, Including Trends and Comparison of Financial Results and Trends Between the Three Months Ended June 30, 2025, and March 31, 2025, and Between the Six Months Ended June 30, 2025, and 2024 below for discussion of production.
Oil, Gas, and NGL Prices
Our financial condition and the results of our operations are significantly affected by the prices we receive for our oil, gas, and NGL production, which can fluctuate dramatically. When we refer to realized oil, gas, and NGL prices below, the disclosed price represents the average price for the respective period, before the effect of net derivative settlements. While quoted NYMEX oil and gas and OPIS NGL prices are generally used as a basis for comparison within our industry, the prices we receive are affected by quality, energy content, location and transportation differentials, and contracted pricing benchmarks for these products.
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The following table summarizes commodity price data, as well as the effect of net derivative settlements, for the periods presented:
| For the Three Months Ended | |||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | |||||||||||||||
| Oil (per Bbl): | |||||||||||||||||
| Average NYMEX contract monthly price | $ | 63.74 | $ | 71.42 | $ | 80.57 | |||||||||||
| Realized price | $ | 62.04 | $ | 70.56 | $ | 80.48 | |||||||||||
| Effect of oil net derivative settlements | $ | 2.01 | $ | 0.31 | $ | (0.18) | |||||||||||
| Gas: | |||||||||||||||||
| Average NYMEX monthly settle price (per MMBtu) | $ | 3.44 | $ | 3.65 | $ | 1.89 | |||||||||||
| Realized price (per Mcf) | $ | 2.15 | $ | 3.30 | $ | 1.40 | |||||||||||
| Effect of gas net derivative settlements (per Mcf) | $ | 0.51 | $ | 0.20 | $ | 0.55 | |||||||||||
| NGLs (per Bbl): | |||||||||||||||||
Average OPIS price (1) | $ | 26.99 | $ | 31.29 | $ | 27.96 | |||||||||||
| Realized price | $ | 21.91 | $ | 25.86 | $ | 22.86 | |||||||||||
| Effect of NGL net derivative settlements | $ | 0.01 | $ | (0.99) | $ | — | |||||||||||
____________________________________________
(1) Average OPIS price per barrel of NGL, historical or strip, assumes a composite barrel product mix of 42% ethane, 28% propane, 6% isobutane, 11% normal butane, and 13% natural gasoline. This product mix represents the industry standard composite barrel and does not necessarily represent our product mix for NGL production. Realized prices reflect our actual product mix.
Given the uncertainty surrounding global financial markets, we expect benchmark prices for oil, gas, and NGLs to remain volatile for the foreseeable future. In addition to supply and demand fundamentals, as global commodities, the prices for oil, gas, and NGLs are affected by real or perceived geopolitical risks in various regions of the world, as well as the relative strength of the United States dollar compared to other currencies. Additionally, our realized prices at local sales points have been and may continue to be affected by infrastructure capacity or outages in the areas of our operations and beyond. We cannot reasonably predict the timing or likelihood of any future volatility or the related impacts. Refer to Market Trends and Uncertainties above for additional discussion of factors impacting pricing.
The following table summarizes 12-month strip prices for NYMEX WTI oil, NYMEX Henry Hub gas, and OPIS NGLs as of July 23, 2025, and June 30, 2025:
| As of July 23, 2025 | As of June 30, 2025 | ||||||||||
| NYMEX WTI oil (per Bbl) | $ | 63.66 | $ | 62.35 | |||||||
| NYMEX Henry Hub gas (per MMBtu) | $ | 3.75 | $ | 3.95 | |||||||
| OPIS NGLs (per Bbl) | $ | 25.84 | $ | 26.20 | |||||||
We use financial derivative instruments as part of our financial risk management program. We have a financial risk management policy governing our use of derivatives, and decisions regarding entering into commodity derivative contracts are overseen by a financial risk management committee consisting of certain senior executive officers and finance personnel. We make decisions about the amount of our expected production that we cover by derivatives based on the amount of debt on our balance sheet, the level of capital commitments and long-term obligations we have in place, and the terms and futures prices that are made available by our approved counterparties. With our current commodity derivative contracts, we believe we have partially reduced our exposure to volatility in commodity prices and basis differentials in the near term. Our use of costless collars for a portion of our derivatives allows us to participate in some of the upward movements in oil and gas prices while also setting a price floor below which we are insulated from further price decreases. Refer to Note 7 - Derivative Financial Instruments in Part I, Item 1 of this report and to Commodity Price Risk in Overview of Liquidity and Capital Resources below for additional information regarding our oil, gas, and NGL derivatives.
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Financial Results of Operations and Additional Comparative Data
The tables below provide information regarding selected production and financial information for the three months ended June 30, 2025, and the preceding three quarters:
| For the Three Months Ended | |||||||||||||||||||||||
| June 30, | March 31, | December 31, | September 30, | ||||||||||||||||||||
| 2025 | 2025 | 2024 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net production (MMBOE) | 19.0 | 17.8 | 19.1 | 15.6 | |||||||||||||||||||
| Oil, gas, and NGL production revenue | $ | 785.1 | $ | 839.6 | $ | 835.9 | $ | 642.4 | |||||||||||||||
| Oil, gas, and NGL production expense | $ | 224.0 | $ | 225.1 | $ | 214.6 | $ | 148.4 | |||||||||||||||
Depletion, depreciation, and amortization | $ | 293.0 | $ | 269.9 | $ | 260.5 | $ | 202.9 | |||||||||||||||
| Exploration | $ | 15.4 | $ | 11.8 | $ | 16.3 | $ | 12.1 | |||||||||||||||
| General and administrative | $ | 42.1 | $ | 39.3 | $ | 41.9 | $ | 35.1 | |||||||||||||||
| Net income | $ | 201.7 | $ | 182.3 | $ | 188.3 | $ | 240.5 | |||||||||||||||
Selected Performance Metrics
| For the Three Months Ended | |||||||||||||||||||||||
| June 30, | March 31, | December 31, | September 30, | ||||||||||||||||||||
| 2025 | 2025 | 2024 | 2024 | ||||||||||||||||||||
| Average net daily equivalent production (MBOE per day) | 209.1 | 197.3 | 208.0 | 170.0 | |||||||||||||||||||
| Lease operating expense (per BOE) | $ | 5.52 | $ | 6.13 | $ | 5.35 | $ | 4.73 | |||||||||||||||
| Transportation costs (per BOE) | $ | 4.13 | $ | 3.92 | $ | 4.10 | $ | 2.13 | |||||||||||||||
| Production taxes as a percent of oil, gas, and NGL production revenue | 3.9 | % | 4.4 | % | 4.1 | % | 4.6 | % | |||||||||||||||
| Ad valorem tax expense (per BOE) | $ | 0.54 | $ | 0.55 | $ | (0.03) | $ | 0.76 | |||||||||||||||
Depletion, depreciation, and amortization (per BOE) | $ | 15.40 | $ | 15.20 | $ | 13.61 | $ | 12.98 | |||||||||||||||
| General and administrative (per BOE) | $ | 2.21 | $ | 2.22 | $ | 2.19 | $ | 2.25 | |||||||||||||||
____________________________________________
Note: Amounts may not calculate due to rounding.
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Overview of Selected Production and Financial Information, Including Trends
| For the Three Months Ended | Amount Change Between Periods | Percent Change Between Periods | For the Six Months Ended | Amount Change Between Periods | Percent Change Between Periods | ||||||||||||||||||||||||||||||||||||||||||
| June 30, | March 31, | June 30, | June 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2025 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
Net production volumes: (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil (MMBbl) | 10.5 | 9.3 | 1.2 | 13 | % | 19.9 | 12.4 | 7.5 | 60 | % | |||||||||||||||||||||||||||||||||||||
| Gas (Bcf) | 36.2 | 36.4 | (0.1) | — | % | 72.6 | 63.4 | 9.3 | 15 | % | |||||||||||||||||||||||||||||||||||||
| NGLs (MMBbl) | 2.5 | 2.4 | 0.1 | 4 | % | 4.8 | 4.7 | 0.2 | 3 | % | |||||||||||||||||||||||||||||||||||||
| Equivalent (MMBOE) | 19.0 | 17.8 | 1.3 | 7 | % | 36.8 | 27.6 | 9.2 | 33 | % | |||||||||||||||||||||||||||||||||||||
Average net daily production: (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil (MBbl per day) | 115.7 | 103.7 | 12.0 | 12 | % | 109.7 | 68.2 | 41.5 | 61 | % | |||||||||||||||||||||||||||||||||||||
| Gas (MMcf per day) | 398.3 | 404.2 | (5.9) | (1) | % | 401.2 | 348.1 | 53.1 | 15 | % | |||||||||||||||||||||||||||||||||||||
| NGLs (MBbl per day) | 26.9 | 26.2 | 0.7 | 3 | % | 26.6 | 25.6 | 1.0 | 4 | % | |||||||||||||||||||||||||||||||||||||
| Equivalent (MBOE per day) | 209.1 | 197.3 | 11.8 | 6 | % | 203.2 | 151.8 | 51.4 | 34 | % | |||||||||||||||||||||||||||||||||||||
Oil, gas, and NGL production revenue (in millions): (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil production revenue | $ | 653.4 | $ | 658.5 | $ | (5.1) | (1) | % | $ | 1,311.8 | $ | 973.4 | $ | 338.4 | 35 | % | |||||||||||||||||||||||||||||||
| Gas production revenue | 78.0 | 120.1 | (42.1) | (35) | % | 198.1 | 113.0 | 85.1 | 75 | % | |||||||||||||||||||||||||||||||||||||
| NGL production revenue | 53.7 | 61.1 | (7.4) | (12) | % | 114.8 | 106.6 | 8.2 | 8 | % | |||||||||||||||||||||||||||||||||||||
| Total oil, gas, and NGL production revenue | $ | 785.1 | $ | 839.6 | $ | (54.5) | (6) | % | $ | 1,624.7 | $ | 1,193.0 | $ | 431.6 | 36 | % | |||||||||||||||||||||||||||||||
Oil, gas, and NGL production expense (in millions): (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Lease operating expense | $ | 105.0 | $ | 108.9 | $ | (3.9) | (4) | % | $ | 213.9 | $ | 142.6 | $ | 71.2 | 50 | % | |||||||||||||||||||||||||||||||
| Transportation costs | 78.5 | 69.6 | 9.0 | 13 | % | 148.1 | 55.4 | 92.7 | 168 | % | |||||||||||||||||||||||||||||||||||||
| Production taxes | 30.2 | 36.8 | (6.6) | (18) | % | 67.1 | 52.4 | 14.7 | 28 | % | |||||||||||||||||||||||||||||||||||||
| Ad valorem tax expense | 10.2 | 9.8 | 0.4 | 4 | % | 20.0 | 23.6 | (3.6) | (15) | % | |||||||||||||||||||||||||||||||||||||
| Total oil, gas, and NGL production expense | $ | 224.0 | $ | 225.1 | $ | (1.1) | — | % | $ | 449.1 | $ | 274.0 | $ | 175.1 | 64 | % | |||||||||||||||||||||||||||||||
| Realized price: | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil (per Bbl) | $ | 62.04 | $ | 70.56 | $ | (8.52) | (12) | % | $ | 66.04 | $ | 78.43 | $ | (12.39) | (16) | % | |||||||||||||||||||||||||||||||
| Gas (per Mcf) | $ | 2.15 | $ | 3.30 | $ | (1.15) | (35) | % | $ | 2.73 | $ | 1.78 | $ | 0.95 | 53 | % | |||||||||||||||||||||||||||||||
| NGLs (per Bbl) | $ | 21.91 | $ | 25.86 | $ | (3.95) | (15) | % | $ | 23.85 | $ | 22.90 | $ | 0.95 | 4 | % | |||||||||||||||||||||||||||||||
| Per BOE | $ | 41.27 | $ | 47.29 | $ | (6.02) | (13) | % | $ | 44.17 | $ | 43.19 | $ | 0.98 | 2 | % | |||||||||||||||||||||||||||||||
Per BOE data: (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil, gas, and NGL production expense: | |||||||||||||||||||||||||||||||||||||||||||||||
| Lease operating expense | $ | 5.52 | $ | 6.13 | $ | (0.61) | (10) | % | $ | 5.81 | $ | 5.16 | $ | 0.65 | 13 | % | |||||||||||||||||||||||||||||||
| Transportation costs | 4.13 | 3.92 | 0.21 | 5 | % | 4.03 | 2.00 | 2.03 | 102 | % | |||||||||||||||||||||||||||||||||||||
| Production taxes | 1.59 | 2.07 | (0.48) | (23) | % | 1.82 | 1.90 | (0.08) | (4) | % | |||||||||||||||||||||||||||||||||||||
| Ad valorem tax expense | 0.54 | 0.55 | (0.01) | (2) | % | 0.54 | 0.86 | (0.32) | (37) | % | |||||||||||||||||||||||||||||||||||||
Total oil, gas, and NGL production expense (1) | $ | 11.78 | $ | 12.68 | $ | (0.90) | (7) | % | $ | 12.21 | $ | 9.92 | $ | 2.29 | 23 | % | |||||||||||||||||||||||||||||||
Depletion, depreciation, and amortization | $ | 15.40 | $ | 15.20 | $ | 0.20 | 1 | % | $ | 15.30 | $ | 12.52 | $ | 2.78 | 22 | % | |||||||||||||||||||||||||||||||
| General and administrative | $ | 2.21 | $ | 2.22 | $ | (0.01) | — | % | $ | 2.21 | $ | 2.22 | $ | (0.01) | — | % | |||||||||||||||||||||||||||||||
Net derivative settlement gain (2) | $ | 2.09 | $ | 0.44 | $ | 1.65 | 375 | % | $ | 1.29 | $ | 1.08 | $ | 0.21 | 19 | % | |||||||||||||||||||||||||||||||
Earnings per share information (in thousands, except per share data): (3) | |||||||||||||||||||||||||||||||||||||||||||||||
| Basic weighted-average common shares outstanding | 114,520 | 114,515 | 5 | — | % | 114,518 | 115,138 | (620) | (1) | % | |||||||||||||||||||||||||||||||||||||
| Diluted weighted-average common shares outstanding | 114,788 | 114,948 | (160) | — | % | 114,880 | 116,092 | (1,212) | (1) | % | |||||||||||||||||||||||||||||||||||||
| Basic net income per common share | $ | 1.76 | $ | 1.59 | $ | 0.17 | 11 | % | $ | 3.35 | $ | 2.97 | $ | 0.38 | 13 | % | |||||||||||||||||||||||||||||||
| Diluted net income per common share | $ | 1.76 | $ | 1.59 | $ | 0.17 | 11 | % | $ | 3.34 | $ | 2.94 | $ | 0.40 | 14 | % | |||||||||||||||||||||||||||||||
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______________________________________
(1) Amounts and percentage changes may not calculate due to rounding.
(2) Net derivative settlements for the three months ended June 30, 2025, and for the six months ended June 30, 2025, and 2024, are included within the net derivative (gain) loss line item in the accompanying statements of operations.
(3) Refer to Note 9 - Earnings Per Share in Part I, Item 1 of this report for additional discussion.
Average net daily equivalent production for the three months ended June 30, 2025, increased six percent sequentially. The overall increase consisted of increases of 25 percent and three percent from our Uinta Basin and Midland Basin assets, respectively. Average net daily equivalent production increased 34 percent YTD 2025-over-YTD 2024 primarily driven by the addition of 43.3 MBOE per day of production from our Uinta Basin assets, and as a result of strong well performance and the timing of well completions; average net daily equivalent production from our Midland Basin and South Texas assets increased seven percent and four percent respectively.
We present certain information on a per BOE basis in order to evaluate our performance relative to our peers and to identify and measure trends we believe may require additional analysis and discussion.
Our total realized price per BOE decreased $6.02 sequentially as a result of decreases in oil, gas and NGL benchmark prices. The decrease in our realized gas price was also a result of weaker Waha pricing during the second quarter of 2025. We expect lower Waha pricing to continue to impact our realized prices for gas into 2026, when additional pipeline capacity is expected to be placed into service. Our total realized price per BOE increased $0.98 YTD 2025-over-YTD 2024 as a result of a shift in our production mix towards more oil production, and an increase in gas benchmark prices, partially offset by decreases in oil and NGL benchmark prices. We recognized net gains on the settlement of our commodity derivative contracts of $2.09 per BOE and $0.44 per BOE, during the three months ended June 30, 2025, and March 31, 2025, respectively, and $1.29 per BOE and $1.08 per BOE, during the six months ended June 30, 2025, and 2024, respectively.
LOE per BOE decreased 10 percent sequentially as a result of decreases in certain operating costs including workover expense, and increased average net daily equivalent production. LOE per BOE increased 13 percent YTD 2025-over-YTD 2024 as a result of a shift in our production mix towards more oil production and increases in certain operating costs. For the full-year 2025, we expect LOE per BOE to increase, compared with 2024, due to higher oil production and expected increases in certain operating costs associated with our Midland Basin assets. We anticipate volatility in LOE per BOE as a result of changes in total production, timing of workover projects, changes in service provider costs, and industry activity, all of which affect total LOE.
Transportation costs per BOE increased five percent sequentially, primarily due to a shift in production mix, with a higher contribution from our Uinta Basin assets, which have higher transportation costs per BOE. Transportation costs per BOE increased 102 percent YTD 2025-over-YTD 2024 primarily as a result of the addition of oil production from our Uinta Basin assets and increased production from our South Texas assets. In general, we expect total transportation costs to fluctuate relative to changes in gas and NGL production from our South Texas assets and oil production from our Uinta Basin assets, where we incur a majority of our transportation costs. For the full-year 2025, we expect transportation costs per BOE to increase compared with 2024, as a result of the addition of our Uinta Basin assets.
Production tax expense per BOE decreased 23 percent sequentially primarily as a result of a decrease in total realized price per BOE. Production tax expense per BOE decreased four percent YTD 2025-over-YTD 2024, primarily as a result of a decrease in oil realized price per BOE. Our overall production tax rate was 3.9 percent and 4.4 percent for the three months ended June 30, 2025, and March 31, 2025, respectively, and was 4.1 percent and 4.4 percent for the six months ended June 30, 2025, and 2024, respectively. We expect that our Uinta Basin assets will incur a lower production tax rate compared with our Midland Basin and South Texas assets. We generally expect production tax expense to correlate with oil, gas, and NGL production revenue on a per BOE and absolute basis. Product mix, the location of production, and incentives to encourage oil and gas development can also impact the amount of production tax expense that we recognize.
Ad valorem tax expense per BOE decreased two percent sequentially and 37 percent YTD 2025-over-YTD 2024, as a result of fluctuations in commodity prices which impact the expected valuation of our producing properties. We anticipate volatility in ad valorem tax expense on a per BOE and absolute basis as the valuation of our producing properties changes, which is generally driven by fluctuations in commodity prices, and as a result of varying tax policies across the different counties in which we operate.
Depletion, depreciation, and amortization (“DD&A”) expense per BOE remained relatively flat sequentially and increased 22 percent YTD 2025-over-YTD 2024. The YTD 2025-over-YTD 2024 increase was a result of the addition of our Uinta Basin assets, and a shift in our production mix. Our Midland Basin and Uinta Basin assets have higher DD&A rates than our South Texas assets. Our DD&A rate fluctuates as a result of changes in our production mix, changes in our total estimated net proved reserve volumes, changes in capital allocation, impairments, acquisition and divestiture activity, and carrying cost funding and sharing arrangements with third parties. For the full-year 2025, we expect DD&A expense per BOE and on an absolute basis to increase, compared with 2024, primarily as a result of expected increased production resulting from the addition of our Uinta Basin assets and a shift in our production mix.
General and administrative (“G&A”) expense on a per BOE basis remained flat sequentially and YTD 2025-over-YTD 2024. For the full-year 2025, we expect G&A expense on an absolute basis to increase compared with 2024, primarily as a result of an
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increase in employee headcount attributable to the Uinta Basin Acquisition. We expect G&A expense per BOE to remain relatively flat for the full-year 2025 compared with 2024, as expected increases in G&A expense on an absolute basis are expected to be mostly offset by increases in production.
Refer to Comparison of Financial Results and Trends Between the Three Months Ended June 30, 2025, and March 31, 2025, and Between the Six Months Ended June 30, 2025, and 2024 below for additional discussion of operating expenses.
Comparison of Financial Results and Trends Between the Three Months Ended June 30, 2025, and March 31, 2025, and Between the Six Months Ended June 30, 2025, and 2024
Refer to Overview of Selected Production and Financial Information, Including Trends above for additional discussion, including discussion of trends on a per BOE basis.
Average net daily equivalent production, production revenue, and production expense
Sequential Quarterly Changes. The following table presents changes in our average net daily equivalent production; oil, gas, and NGL production revenue; and oil, gas, and NGL production expense, by area, between the three months ended June 30, 2025, and March 31, 2025:
| Average Net Equivalent Production Increase | Oil, Gas, and NGL Production Revenue Increase (Decrease) | Oil, Gas, and NGL Production Expense Increase (Decrease) | |||||||||||||||
| (MBOE per day) | (in millions) | (in millions) | |||||||||||||||
| Midland Basin | 2.1 | $ | (50.9) | $ | (4.0) | ||||||||||||
| South Texas | — | (21.3) | (0.9) | ||||||||||||||
| Uinta Basin | 9.6 | 17.6 | 3.8 | ||||||||||||||
| Total | 11.8 | $ | (54.5) | $ | (1.1) | ||||||||||||
__________________________________________
Note: Amounts may not calculate due to rounding.
Average net daily equivalent production volumes increased six percent, consisting of increases of 25 percent and three percent from our Uinta Basin and Midland Basin assets, respectively. As a result of decreases in benchmark commodity prices, total realized price per BOE decreased 13 percent. The decrease in total realized price per BOE was partially offset by the increase in average net daily equivalent production volumes resulting in a six percent decrease in oil, gas, and NGL production revenue. Oil, gas, and NGL production expense remained flat, as a result of an increase in transportation expense which was offset by decreases in production tax expense and LOE.
YTD 2025-over-YTD 2024 Changes. The following table presents changes in our average net daily equivalent production; oil, gas, and NGL production revenue; and oil, gas, and NGL production expense, by area, between the six months ended June 30, 2025, and 2024:
| Average Net Equivalent Production Increase | Oil, Gas, and NGL Production Revenue Increase (Decrease) | Oil, Gas, and NGL Production Expense Increase | |||||||||||||||
| (MBOE per day) | (in millions) | (in millions) | |||||||||||||||
| Midland Basin | 5.5 | $ | (40.0) | $ | 9.0 | ||||||||||||
| South Texas | 2.7 | 25.8 | 16.9 | ||||||||||||||
Uinta Basin (1) | 43.3 | 445.8 | 149.1 | ||||||||||||||
| Total | 51.4 | $ | 431.6 | $ | 175.1 | ||||||||||||
__________________________________________
Note: Amounts may not calculate due to rounding.
(1) Amounts reflect Uinta Basin activity for the six months ended June 30, 2025. There was no comparable activity for the six months ended June 30, 2024, as the Uinta Basin assets were acquired on October 1, 2024.
Average net daily equivalent production volumes increased 34 percent, primarily driven by the addition of 43.3 MBOE per day of production from our Uinta Basin assets. Average net daily equivalent production from our Midland Basin and South Texas assets increased seven percent and four percent, respectively. Oil, gas, and NGL production revenue increased 36 percent, primarily driven by the addition of our Uinta Basin assets, and oil, gas, and NGL production expense increased 64 percent, driven by increases in transportation expense, LOE, and production tax expense.
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Depletion, depreciation, and amortization
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Depletion, depreciation, and amortization | $ | 293.0 | $ | 269.9 | $ | 562.9 | $ | 345.8 | |||||||||||||||
DD&A expense increased nine percent sequentially, primarily driven by an increase in average net daily equivalent production. DD&A expense increased 63 percent YTD 2025-over-YTD 2024 as a result of increased average net daily equivalent production, including the addition of production from our Uinta Basin assets, and increases in our DD&A rates. Our Midland Basin and Uinta Basin assets have higher DD&A rates than our South Texas assets.
Exploration
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Geological, geophysical, and other expenses | $ | 5.8 | $ | 1.9 | $ | 7.7 | $ | 19.7 | |||||||||||||||
| Overhead | 9.6 | 9.9 | 19.4 | 16.0 | |||||||||||||||||||
Total exploration | $ | 15.4 | $ | 11.8 | $ | 27.1 | $ | 35.7 | |||||||||||||||
Exploration expense increased 31 percent sequentially, primarily due to an increase in geological, geophysical, and other expenses. Exploration expense decreased 24 percent YTD 2025-over-YTD 2024 primarily as a result of a decrease in geological, geophysical, and other expenses, partially offset by an increase in exploration overhead expense. Exploration expense fluctuates based on actual geological and geophysical studies we perform within an exploratory area, exploratory dry hole expense incurred, and changes in the amount of allocated overhead.
General and administrative
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| General and administrative | $ | 42.1 | $ | 39.3 | $ | 81.4 | $ | 61.3 | |||||||||||||||
G&A expense increased seven percent sequentially, primarily due to increased compensation expense. G&A expense increased 33 percent YTD 2025-over-YTD 2024 primarily due to increased headcount and one-time G&A expenses, both of which related to the Uinta Basin Acquisition.
Net derivative (gain) loss
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net derivative (gain) loss | $ | (78.3) | $ | 17.2 | $ | (61.1) | $ | 16.0 | |||||||||||||||
Net derivative (gain) loss is a result of changes in fair values associated with fluctuations in the forward price curves for the commodities underlying our outstanding derivative contracts and the monthly cash settlements of our derivative positions during the period. We expect increases in benchmark commodity prices to result in net derivative losses and decreases in benchmark commodity prices to result in net derivative gains, as measured against our derivative contract prices. Refer to Note 7 - Derivative Financial Instruments in Part I, Item 1 of this report for additional discussion.
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Interest expense
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Interest expense | $ | (42.6) | $ | (44.4) | $ | (86.9) | $ | (43.7) | |||||||||||||||
Interest expense decreased four percent sequentially due to a decrease in our daily weighted-average revolving credit facility balance. Interest expense increased 99 percent YTD 2025-over-YTD 2024 primarily as a result of the issuance of our 6.75% Senior Notes due 2029 (“2029 Senior Notes”) and our 7.0% Senior Notes due 2032 (“2032 Senior Notes”) during the third quarter of 2024, and an increase in interest expense associated with borrowings under our revolving credit facility. Total interest expense can vary based on the amount of our outstanding fixed-rate debt securities, fluctuations in the amount of capitalized interest as a result of the timing of the development of our wells in progress, and the timing and amount of borrowings under our revolving credit facility.
Income tax expense
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in millions, except tax rate) | |||||||||||||||||||||||
| Income tax expense | $ | (50.8) | $ | (49.7) | $ | (100.6) | $ | (85.7) | |||||||||||||||
| Effective tax rate | 20.1 | % | 21.4 | % | 20.8 | % | 20.1 | % | |||||||||||||||
Our effective tax rate is impacted by proportional effects of forecast net income on estimated permanent items between periods and estimated state revenue changes affecting the apportionment of taxable income to states with higher statutory tax rates. Our effective tax rate benefited both sequentially and YTD 2025-over-YTD 2024 from enacted statutory changes related to Texas research and development (“R&D”) credits during the second quarter of 2025, and we expect to continue to benefit from these changes in future periods.
On July 4, 2025, the OBBBA was enacted into law and includes, among other things, tax reform provisions that amend, eliminate, and extend tax rules under the Inflation Reduction Act and Tax Cuts and Jobs Act. We are currently evaluating the potential impacts of the OBBBA on our financial statements, tax position, liquidity, and financial condition. While this evaluation is ongoing, we expect to benefit from certain provisions including: the reinstatement of 100 percent bonus depreciation on tangible assets; the immediate expensing of qualified R&D expenditures and the expensing of unamortized, previously capitalized, qualified R&D expenditures; and a less restrictive limitation on the business interest expense deduction. Additionally, the OBBBA allows for the deduction of intangible drilling costs from adjusted financial statement income (“AFSI”) when determining whether a company is subject to and liable for the Corporate Alternative Minimum Tax (“CAMT”). As a result, we do not expect to become subject to or liable for the CAMT for the foreseeable future, notwithstanding other factors that may impact our AFSI.
The effects of changes in tax laws are recognized in the period of enactment, therefore, we expect to record the impacts of the OBBBA on full-year income tax expense during the third quarter of 2025.
Refer to Note 4 - Income Taxes in Part I, Item 1 of this report, and to the Risk Factors section in Part 1, Item 1A of our 2024 Form 10-K for additional discussion.
Overview of Liquidity and Capital Resources
Based on the current commodity price environment, we believe we have sufficient liquidity and capital resources to execute our business plan while continuing to meet our current financial obligations. We continue to manage the duration and level of our drilling and completion service commitments in order to maintain flexibility with regard to our activity level and capital expenditures.
Sources of Cash
During the six months ended June 30, 2025, we funded our capital expenditures and return of capital program with cash flows from operating activities and cash on hand. For the remainder of 2025, we expect to fund our capital expenditures and return of capital program with cash flows from operations, with any remaining cash needs being funded by borrowings under our revolving credit facility. Although we expect cash flows from these sources to be sufficient for the remainder of 2025, we may also elect to raise funds through new debt or equity offerings or from other sources of financing. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our current stockholders could be diluted, and these newly issued securities may have rights, preferences, or privileges senior to those of certain existing stockholders and bondholders. Additionally, we may enter into carrying cost and sharing arrangements with third parties for certain exploration or development programs.
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Our credit ratings affect the availability of, and cost for us to borrow, additional funds. Any future downgrades in our credit ratings could make it more difficult or expensive for us to borrow additional funds. All of our sources of liquidity can be affected by the general conditions of the broader economy, force majeure events, fluctuations in commodity prices, operating costs, interest rate changes, tax law changes, and volumes produced, all of which affect us and our industry.
We have no control over the market prices for oil, gas, or NGLs, although we may be able to influence the amount of our realized revenues from our oil, gas, and NGL sales through the use of commodity derivative contracts as part of our financial risk management program. Commodity derivative contracts may limit the prices we receive for our oil, gas, and NGL sales if oil, gas, or NGL prices rise over the price established by the commodity derivative contract. Refer to Note 7 - Derivative Financial Instruments in Part I, Item 1 of this report for additional information about our commodity derivative contracts currently in place.
Credit Agreement
Our Credit Agreement provides for a senior secured revolving credit facility with a maximum loan amount of $3.0 billion. As of June 30, 2025, the borrowing base and aggregate revolving lender commitments under our Credit Agreement were $3.0 billion and $2.0 billion, respectively. The borrowing base is subject to regular, semi-annual redetermination, and considers the value of both our proved oil and gas properties reflected in our most recent reserve report and commodity derivative contracts, each as determined by our lender group. The next borrowing base redetermination is scheduled to occur on October 1, 2025. No individual bank participating in our Credit Agreement represents more than 10 percent of the lender commitments under the Credit Agreement. We must comply with certain financial and non-financial covenants under the terms of the Credit Agreement. We were in compliance with all financial and non-financial covenants under the Credit Agreement as of June 30, 2025, and through the filing of this report.
The following table summarizes our daily weighted-average revolving credit facility balance during the periods presented:
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
Daily weighted-average revolving credit facility balance | $ | 66.3 | $ | 120.5 | $ | 93.2 | $ | — | |||||||||||||||
The amount we borrow under our revolving credit facility is impacted by cash flows provided by our operating activities, proceeds received from divestitures of properties, capital markets activities including open market debt repurchases, debt redemptions, repayment of scheduled debt maturities, other financing activities, and our capital expenditures, including acquisitions.
Refer to Note 5 - Long-Term Debt in Part I, Item 1 of this report for additional discussion, as well as the presentation of the outstanding balance, total amount of letters of credit, and available borrowing capacity under the Credit Agreement as of July 23, 2025, June 30, 2025, and December 31, 2024.
Weighted-Average Interest and Weighted-Average Borrowing Rates
Our weighted-average interest rate includes paid and accrued interest, fees on the unused portion of the aggregate revolving lender commitment amount under the Credit Agreement, letter of credit fees, and the non-cash amortization of deferred financing costs. Our weighted-average borrowing rate includes paid and accrued interest only.
The following table presents our weighted-average interest rates and our weighted-average borrowing rates for the periods presented:
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Weighted-average interest rate | 7.4 | % | 7.5 | % | 7.5 | % | 7.1 | % | |||||||||||||||
| Weighted-average borrowing rate | 6.8 | % | 6.9 | % | 6.9 | % | 6.4 | % | |||||||||||||||
Our weighted-average interest and weighted-average borrowing rate each remained relatively flat sequentially, and each increased YTD 2025-over-YTD 2024 as a result of the issuance of our 2029 Senior Notes and 2032 Senior Notes, which have greater outstanding aggregate principal balances and higher interest rates than our other outstanding Senior Notes, and as a result of borrowings under our revolving credit facility. We expect our weighted-average interest rate and weighted-average borrowing rate to remain relatively flat for the full-year 2025 compared with 2024.
Our weighted-average interest rate and weighted-average borrowing rate are affected by the occurrence and timing of long-term debt issuances and redemptions and the average outstanding balance under our revolving credit facility. Additionally, our weighted-average interest rate is affected by the fees paid on the unused portion of our aggregate revolving lender commitments.
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Uses of Cash
We use cash for the development, exploration, and acquisition of oil and gas properties; for the payment of operating and general and administrative costs, income taxes, debt obligations, including interest and early repayments or redemptions, and dividends; and for repurchases of shares of our outstanding common stock under the Stock Repurchase Program. Expenditures for the development, exploration, and acquisition of oil and gas properties are the primary use of our capital resources. During the six months ended June 30, 2025, we spent $824.0 million on capital expenditures. This amount differs from the costs incurred amount of $842.4 million for the six months ended June 30, 2025, as costs incurred is an accrual-based amount that also includes asset retirement obligations, geological and geophysical expenses, acquisitions of oil and gas properties, and exploration overhead amounts.
The amount and allocation of our future capital expenditures will depend upon a number of factors, including our cash flows from operating, investing, and financing activities, our ability to execute our development program, inflation, and the number and size of acquisitions that we complete. In addition, the impact of oil, gas, and NGL prices on investment opportunities, the availability of capital, tax law and other regulatory changes, and the timing and results of our exploration and development activities may lead to changes in funding requirements for future development. We periodically review our capital expenditure budget and guidance to assess if changes are necessary based on current and projected cash flows, acquisition and divestiture activities, debt requirements, and other factors. Our capital program for 2025, excluding acquisitions, is expected to be $1.375 billion which is an increase from our original expectation of approximately $1.3 billion. This increase is primarily to accommodate certain previously excluded non-operated capital projects.
We may from time to time repurchase shares of our common stock, or repurchase or redeem all or portions of our outstanding debt securities, for cash, through exchanges for other securities, or a combination of both. Such repurchases or redemptions may be made in open market transactions, privately negotiated transactions, tender offers, pursuant to contractual provisions, or otherwise. Any such repurchases or redemptions will depend on our business strategy, prevailing market conditions, our liquidity requirements, contractual restrictions or covenants, compliance with securities laws, and other factors. The amounts involved in any such transaction may be material.
During the six months ended June 30, 2025, we did not repurchase any shares of our common stock under the Stock Repurchase Program. During the six months ended June 30, 2024, we repurchased and subsequently retired 1.8 million shares of our common stock at a cost of $84.0 million, excluding excise taxes, commissions, and fees. As of June 30, 2025, $500.0 million was available under the Stock Repurchase Program for repurchases of our common stock through December 31, 2027.
During the six months ended June 30, 2025, and 2024, we paid $45.8 million and $41.5 million, respectively, in dividends to our stockholders. We currently intend to continue paying dividends to our stockholders for the foreseeable future, subject to our future earnings, our financial condition, covenants under our Credit Agreement and indentures governing each series of our outstanding Senior Notes, and other factors that could arise. The payment and amount of future dividends remain at the discretion of our Board of Directors.
On July 4, 2025, the OBBBA was enacted into law. While our evaluation of the potential impacts of the OBBBA on our financial statements, tax position, liquidity, and financial condition is ongoing, we currently expect a reduction in the amount of cash we would have been required to pay for federal income taxes during 2025. Additional changes in federal and state income tax laws and other possible future legislation, including changes in the corporate tax rate, could have a material effect on our net cash provided by operating activities, income tax expense, tax receivable, and deferred tax liabilities. Refer to Comparison of Financial Results and Trends Between the Three Months Ended June 30, 2025, and March 31, 2025, and Between the Six Months Ended June 30, 2025, and 2024 for discussion of the OBBBA.
Analysis of Cash Flow Changes Between the Six Months Ended June 30, 2025, and 2024
The following tables present changes in cash flows between the six months ended June 30, 2025, and 2024, for our operating, investing, and financing activities. The analysis following each table should be read in conjunction with our accompanying statements of cash flows in Part I, Item 1 of this report.
Operating activities
| For the Six Months Ended June 30, | Amount Change Between Periods | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Net cash provided by operating activities | $ | 1,054.1 | $ | 752.4 | $ | 301.7 | |||||||||||
Net cash provided by operating activities increased for the six months ended June 30, 2025, compared with the same period in 2024, primarily as a result of an increase of $386.4 million in cash received from oil, gas, and NGL production revenue net of transportation costs and production taxes and an increase of $14.4 million in cash received on settled derivative trades, partially offset by an increase of $100.0 million in cash paid for LOE, ad valorem taxes, and G&A expense, and an increase of $43.3 million in cash paid for interest. These changes are largely a result of the Uinta Basin Acquisition and related financing, which resulted in the increase
34
in cash paid for interest. Net cash provided by operating activities is also affected by working capital changes and the timing of cash receipts and disbursements, including the timing of our Senior Notes interest payments which are currently concentrated in the first and third quarters.
Investing activities
| For the Six Months Ended June 30, | Amount Change Between Periods | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Net cash used in investing activities | $ | (839.0) | $ | (655.0) | $ | (184.0) | |||||||||||
Net cash used in investing activities increased for the six months ended June 30, 2025, compared with the same period in 2024, as a result of a $169.0 million increase in capital expenditures and $14.9 million of post-closing adjustments related to final settlement of the Uinta Basin Acquisition during the first quarter of 2025.
Financing activities
| For the Six Months Ended June 30, | Amount Change Between Periods | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Net cash used in financing activities | $ | (113.3) | $ | (123.7) | $ | 10.4 | |||||||||||
Net cash used in financing activities for the six months ended June 30, 2025, primarily related to net repayments of $68.5 million under our revolving credit facility and $45.8 million of dividends paid to our stockholders.
Net cash used in financing activities for the six months ended June 30, 2024, primarily related to $84.0 million of cash paid, including commissions and fees, to repurchase and subsequently retire 1.8 million shares of our common stock under the Stock Repurchase Program and $41.5 million of dividends paid to our stockholders.
Interest Rate Risk
We are exposed to market and credit risk due to the floating interest rate associated with any outstanding balance under our revolving credit facility. Our Credit Agreement allows us to fix the interest rate for all or a portion of the principal balance of our revolving credit facility for a period of up to six months. To the extent that the interest rate is fixed, interest rate changes will affect the revolving credit facility’s fair value but will not affect results of operations or cash flows. Conversely, for the portion of the revolving credit facility that has a floating interest rate, interest rate changes will not affect the fair value but will affect future results of operations and cash flows. Changes in interest rates do not affect the amount of interest we pay on our fixed-rate Senior Notes, but can affect their fair values. As of June 30, 2025, our outstanding principal amount of fixed-rate debt totaled $2.7 billion, and we had no floating-rate debt outstanding. Refer to Note 8 - Fair Value Measurements in Part I, Item 1 of this report for additional discussion on the fair values of our Senior Notes.
Commodity Price Risk
The prices we receive for our oil, gas, and NGL production directly affect our revenue, profitability, access to capital, ability to return capital to our stockholders, and future rate of growth. Oil, gas, and NGL prices are subject to unpredictable fluctuations resulting from a variety of factors that are typically beyond our control, including changes in supply and demand associated with the broader macroeconomic environment, constraints on gathering systems, processing facilities, pipelines, rail systems, and other transportation systems, and weather-related events. The markets for oil, gas, and NGLs have been volatile, especially over the last decade, and remain subject to high levels of uncertainty and volatility. The realized prices we receive at local sales points for our production have been and may continue to be affected by infrastructure capacity or outages in the areas of our operations and beyond, and also depend on numerous factors that are typically beyond our control. Based on our production for the six months ended June 30, 2025, a 10 percent decrease in our average realized oil, gas, and NGL prices would have reduced our oil, gas, and NGL production revenue by approximately $131.2 million, $19.8 million, and $11.5 million, respectively. If commodity prices had been 10 percent lower, our net derivative settlements for the six months ended June 30, 2025, would have offset the declines in oil, gas, and NGL production revenue by approximately $48.8 million.
We enter into commodity derivative contracts in order to reduce the risk of fluctuations in commodity prices. The fair value of our commodity derivative contracts is largely determined by estimates of the forward curves of the relevant price indices. As of June 30, 2025, a 10 percent increase or decrease in the forward curves associated with our oil, gas, and NGL commodity derivative instruments would have changed our net derivative positions for these products by approximately $90.9 million, $30.4 million, and $0.9 million, respectively.
35
Off-Balance Sheet Arrangements
We have not participated in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPE”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
We evaluate our transactions to determine if any variable interest entities exist. If we determine that we are the primary beneficiary of a variable interest entity, that entity is consolidated into our consolidated financial statements. We have not been involved in any unconsolidated SPE transactions during the six months ended June 30, 2025, or through the filing of this report.
Critical Accounting Estimates
Refer to the corresponding section in Part II, Item 7 and to Note 1 - Summary of Significant Accounting Policies included in Part II, Item 8 of our 2024 Form 10-K for discussion of our accounting estimates.
Accounting Matters
Refer to Note 1 - Summary of Significant Accounting Policies in Part I, Item 1 of this report for information on new authoritative accounting guidance.
Non-GAAP Financial Measures
Adjusted EBITDAX represents net income (loss) before interest expense, interest income, income taxes, depletion, depreciation, amortization and asset retirement obligation liability accretion expense, exploration expense, property abandonment and impairment expense, non-cash stock-based compensation expense, derivative gains and losses net of settlements, gains and losses on divestitures, gains and losses on extinguishment of debt, and certain other items. Adjusted EBITDAX excludes certain items that we believe affect the comparability of operating results and can exclude items that are generally non-recurring in nature or whose timing and/or amount cannot be reasonably estimated. Adjusted EBITDAX is a non-GAAP measure that we believe provides useful additional information to investors and analysts, as a performance measure, for analysis of our ability to internally generate funds for exploration, development, acquisitions, and to service debt. We are also subject to financial covenants under our Credit Agreement based on adjusted EBITDAX ratios as further described in Note 5 - Long-Term Debt in the 2024 Form 10-K. In addition, adjusted EBITDAX is widely used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the oil and gas exploration and production industry, and many investors use the published research of industry research analysts in making investment decisions. Adjusted EBITDAX should not be considered in isolation or as a substitute for net income (loss), income (loss) from operations, net cash provided by operating activities, or other profitability or liquidity measures prepared under GAAP. Because adjusted EBITDAX excludes some, but not all items that affect net income (loss) and may vary among companies, the adjusted EBITDAX amounts presented may not be comparable to similar metrics of other companies. Our revolving credit facility provides a material source of liquidity for us. Under the terms of our Credit Agreement, if we failed to comply with the covenants that establish a maximum permitted ratio of total funded debt, as defined in the Credit Agreement, to adjusted EBITDAX, we would be in default, an event that would prevent us from borrowing under our revolving credit facility and would therefore materially limit a significant source of our liquidity. In addition, if we are in default under our revolving credit facility and are unable to obtain a waiver of that default from our lenders, lenders under that facility and under the indentures governing each series of our outstanding Senior Notes would be entitled to exercise all of their remedies for default.
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The following table provides reconciliations of our net income (GAAP) and net cash provided by operating activities (GAAP) to adjusted EBITDAX (non-GAAP) for the periods presented:
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net income (GAAP) | $ | 201,665 | $ | 210,293 | $ | 383,934 | $ | 341,492 | |||||||||||||||
| Interest expense | 42,561 | 21,807 | 86,934 | 43,680 | |||||||||||||||||||
| Interest income | (182) | (6,333) | (295) | (13,103) | |||||||||||||||||||
| Income tax expense | 50,837 | 53,590 | 100,569 | 85,659 | |||||||||||||||||||
| Depletion, depreciation, and amortization | 292,990 | 179,651 | 562,890 | 345,839 | |||||||||||||||||||
Exploration (1) | 14,107 | 15,906 | 24,418 | 33,362 | |||||||||||||||||||
| Stock-based compensation expense | 5,751 | 5,788 | 12,840 | 10,806 | |||||||||||||||||||
| Net derivative (gain) loss | (78,308) | (12,118) | (61,092) | 16,027 | |||||||||||||||||||
| Net derivative settlement gain | 39,745 | 16,523 | 47,496 | 29,797 | |||||||||||||||||||
| Other, net | 409 | 823 | 800 | 1,420 | |||||||||||||||||||
| Adjusted EBITDAX (non-GAAP) | 569,575 | 485,930 | 1,158,494 | 894,979 | |||||||||||||||||||
| Interest expense | (42,561) | (21,807) | (86,934) | (43,680) | |||||||||||||||||||
| Interest income | 182 | 6,333 | 295 | 13,103 | |||||||||||||||||||
| Income tax expense | (50,837) | (53,590) | (100,569) | (85,659) | |||||||||||||||||||
Exploration (1) (2) | (13,868) | (14,897) | (24,179) | (24,436) | |||||||||||||||||||
| Amortization of deferred financing costs | 2,552 | 1,372 | 5,102 | 2,743 | |||||||||||||||||||
| Deferred income taxes | 43,204 | 43,516 | 69,463 | 70,907 | |||||||||||||||||||
| Other, net | (6,369) | (20,690) | (5,245) | (28,102) | |||||||||||||||||||
| Net change in working capital | 69,265 | 50,215 | 37,701 | (47,473) | |||||||||||||||||||
| Net cash provided by operating activities (GAAP) | $ | 571,143 | $ | 476,382 | $ | 1,054,128 | $ | 752,382 | |||||||||||||||
____________________________________________
(1) Stock-based compensation expense is a component of the exploration expense and general and administrative expense line items on the accompanying statements of operations. Therefore, the exploration line items shown in the reconciliation above will vary from the amount shown on the accompanying statements of operations for the component of stock-based compensation expense recorded to exploration expense.
(2) For the three and six months ended June 30, 2024, amounts exclude certain capital expenditures primarily related to one well deemed non-commercial.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is provided under the captions Interest Rate Risk and Commodity Price Risk in Item 2 above, as well as under the section entitled Summary of Oil, Gas, and NGL Derivative Contracts in Place in Note 7 - Derivative Financial Instruments in Part I, Item 1 of this report and is incorporated herein by reference. Also refer to the information under Interest Rate Risk and Commodity Price Risk in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2024 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures that are designed to reasonably ensure that information required to be disclosed in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and to reasonably ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (“Disclosure Controls”) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls will be modified as systems change and conditions warrant.
An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our Disclosure Controls are effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
At times, we may be involved in litigation relating to claims arising out of our business and operations in the normal course of business. As of the filing of this report, no legal proceedings are pending against us that we believe individually or collectively are likely to have a materially adverse effect upon our financial condition, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors as previously disclosed in our 2024 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no purchases made by us and any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended June 30, 2025, of shares of our common stock, which is the sole class of equity securities registered by us pursuant to Section 12 of the Exchange Act.
Our Stock Repurchase Program, which authorizes us to repurchase up to $500.0 million in aggregate value of our common stock through December 31, 2027, permits us to repurchase our shares from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws and subject to certain provisions of our Credit Agreement and the indentures governing our Senior Notes. The timing, as well as the number and value of shares repurchased under the Stock Repurchase Program, is determined by certain authorized officers of the Company at their discretion and depends on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements. The value of shares authorized for repurchase by our Board of Directors does not require us to repurchase such shares or guarantee that such shares will be repurchased, and the Stock Repurchase Program may be suspended, modified, or discontinued at any time without prior notice. No assurance can be given that any particular number or dollar value of our shares will be repurchased. During the three months ended June 30, 2025, we did not repurchase any shares of our common stock under the Stock Repurchase Program. As of June 30, 2025, $500.0 million remained available under the Stock Repurchase Program for repurchases of our common stock through December 31, 2027.
Our payment of cash dividends to our stockholders and repurchases of our common stock are each subject to certain covenants under the terms of our Credit Agreement and Senior Notes. Based on our current performance, we do not anticipate that any of these covenants will limit our potential repurchases of our common stock or our payment of dividends at our current rate for the foreseeable future if any dividends are declared by our Board of Directors.
ITEM 4. MINE SAFETY DISCLOSURES
The required disclosure under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this report.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
The following exhibits are filed or furnished with, or incorporated by reference into this report:
Exhibit Number | Description | ||||
3.1 | Restated Certificate of Incorporation of SM Energy Company, as amended through June 1, 2010 (filed as Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference) | ||||
3.2 | Certificate of Amendment of Restated Certificate of Incorporation of SM Energy Company, as amended through June 1, 2010, dated May 25, 2023 (filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on May 30, 2023, and incorporated herein by reference) | ||||
3.3 | Amended and Restated By-Laws of SM Energy Company, effective as of February 21, 2017 (filed as Exhibit 3.2 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, and incorporated herein by reference) | ||||
10.1† | SM Energy Company Equity Incentive Compensation Plan, amended and restated effective as of May 22, 2025 (filed as Annex A in the registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 7, 2025, and incorporated herein by reference) | ||||
10.2*† | Form of Restricted Stock Unit Award Agreement dated as of July 1, 2025 | ||||
10.3*† | Form of Performance Share Unit Award Agreement dated as of July 1, 2025 | ||||
31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 | ||||
31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 | ||||
32.1** | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 | ||||
95.1* | Mine Safety Disclosures | ||||
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH* | Inline XBRL Schema Document | ||||
| 101.CAL* | Inline XBRL Calculation Linkbase Document | ||||
| 101.LAB* | Inline XBRL Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Presentation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) | ||||
_____________________________________
| * | Filed with this report. | ||||
| ** | Furnished with this report. | ||||
| † | Exhibit constitutes a management contract or compensatory plan or agreement. | ||||
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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 thereunto duly authorized.
| SM ENERGY COMPANY | |||||||||||
| August 1, 2025 | By: | /s/ HERBERT S. VOGEL | |||||||||
| Herbert S. Vogel | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| August 1, 2025 | By: | /s/ A. WADE PURSELL | |||||||||
| A. Wade Pursell | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
| August 1, 2025 | By: | /s/ ALAN D. BENNETT | |||||||||
Alan D. Bennett | |||||||||||
Vice President - Controller | |||||||||||
| (Principal Accounting Officer) | |||||||||||
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FAQ
How did SM Energy's Q2 2025 revenue compare to Q2 2024?
Q2 2025 operating revenue was $792.9 million, up 25% from $634.6 million in Q2 2024.
What was SM Energy's net income and EPS for Q2 2025?
Net income totaled $201.7 million; diluted EPS was $1.76.
How much liquidity does SM Energy have?
As of June 30 2025, SM held $101.9 million cash and had $2.0 billion of undrawn revolver commitments.
Did SM Energy repurchase shares in 2025?
No share repurchases occurred YTD 2025; $500 million remains authorized through 2027.
What dividend did SM Energy declare for Q2 2025?
The board declared a $0.20 per-share cash dividend, consistent with prior quarters.
How large is SM Energy's debt load?
Long-term senior notes stand at $2.71 billion; no borrowings are outstanding on the revolver.
Which basins contributed most to Q2 2025 revenue?
Revenue mix: Midland 43%, South Texas 27%, and Uinta 30%.
Sm Energy
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SM Stock Data
3.17B
112.54M
1.54%
102.93%
8.87%
Oil & Gas E&P
Crude Petroleum & Natural Gas
United States
DENVER