Chord Energy Corp

As of September 30, 2025, we had $2,597.1 million of liquidity available, including $1,967.9 million of aggregate unused borrowing capacity available under the Credit Facility (defined below) and $629.2 million in cash and cash equivalents, reflecting the proceeds from the issuance of the 2030 Senior Notes, which was used to fund the 2025 Williston Basin Acquisition. During the nine months ended September 30, 2025, our primary sources of liquidity were from cash flows from operations, available borrowing capacity under the Credit Facility, proceeds from the issuance of the 2030 and 2033 Senior Notes and cash on hand. During the same period, our primary liquidity requirements were capital expenditures for the development of oil and gas properties, dividend payments, debt repayments, share repurchases, acquisitions and divestitures, an acquisition deposit, and working capital requirements.

Our cash flows depend on many factors, including the price of crude oil, NGLs and natural gas and the success of our development and exploration activities as well as future acquisitions. Our material cash requirements from known obligations include repayment of outstanding borrowings and interest payment obligations related to our long-term debt, obligations relating to the closing of the 2025 Williston Basin Acquisition, obligations to plug, abandon and remediate our oil and gas properties at the end of their productive lives, payment of income taxes, obligations associated with outstanding commodity derivative contracts that settle in a loss position and obligations associated with our leases. In addition, we have announced a return of capital plan pursuant to which we intend to return capital to stockholders through dividend payouts, supplemented by opportunistic share repurchases. On a quarterly basis, we pay a commitment fee on the average amount of borrowing base capacity not utilized during the quarter and fees calculated on the average amount of letter of credit balances outstanding during the quarter.

Capital availability will be affected by prevailing conditions in our industry, the global economy, the global banking and financial markets, stakeholder scrutiny of sustainability matters and other factors, many of which are beyond our control. The U.S. Federal Reserve recently decreased interest rates, however the potential for such rates to decrease further or to increase or remain elevated for an extended period of time creates additional economic uncertainty. Although we are unable to predict future interest rates, this disruption to the broader economy and financial markets may reduce our ability to access capital or result in such capital being available on less favorable terms, which could in the future negatively affect our liquidity. We believe, however, we have adequate liquidity to fund our capital expenditures and meet our contractual obligations during the next 12 months and the foreseeable future.

Williston Basin Acquisition. As of September 30, 2025, in connection with the 2025 Williston Basin Acquisition, we paid a $55.0 million deposit to XTO upon execution of the purchase and sale agreement. On October 31, 2025, we completed the 2025 Williston Basin Acquisition for total cash consideration of $542.2 million, including the $55.0 million deposit and $487.2 million paid to XTO at closing (including customary preliminary purchase price adjustments).

Enerplus Arrangement. In connection with the consummation of the Arrangement on May 31, 2024, we paid $375.8 million, or $1.84 per Enerplus common share, to Enerplus shareholders. In addition, we paid $395.0 million to settle Enerplus’ revolving bank credit facility balance, $102.4 million to settle all outstanding Enerplus equity-based compensation awards and $5.9 million in retention bonuses paid to Enerplus employees.

Also in connection with the Arrangement, we incurred certain costs for advisory, legal and other third-party fees which were recorded to G&A expenses on the Condensed Consolidated Statements of Operations. During the nine months ended September 30, 2025, we incurred merger-related costs of $8.1 million, primarily related to severance costs and legal and advisory services. Merger-related costs for the three months ended September 30, 2025 were not material.

Commodity derivative contracts. We actively manage our exposure to commodity price fluctuations by executing derivative transactions to mitigate the impact of changes in crude oil, NGL and natural gas prices on our production, which mitigates our exposure to crude oil, NGL and natural gas price declines; however, these transactions may also limit our cash flow in periods of rising crude oil, NGL and natural gas prices.

As of September 30, 2025, our commodity derivative contracts cover 3,128 MBbls of our crude oil production and 12,420,000 MMBtu of our natural gas production for 2025, 6,848 MBbls of our crude oil production and 33,280,000 MMBtu of our natural gas production for 2026 and 1,587 MBbls of our crude oil production and 8,145,000 MMBtu of our natural gas production for 2027. See “Item 3. Quantitative and Qualitative Disclosures about Market Risk” for additional information.

Subsequent to September 30, 2025, we entered into the following commodity derivative contracts:

Commitments. We also have contracts which include provisions for the delivery, transport or purchase of a minimum volume of crude oil, NGLs, natural gas and water within specified time frames, the majority of which are five years or less. Under the terms of these contracts, if we fail to deliver, transport or purchase the committed volumes we will be required to pay a deficiency payment for the volumes not tendered over the duration of the contract. The estimable future commitments under these agreements were $464.0 million as of September 30, 2025. We believe that for the substantial majority of these agreements our future production will be adequate to meet our delivery commitments or that we will be able to purchase sufficient volumes of crude oil, NGLs and natural gas from third parties to satisfy our minimum volume commitments. See “Item 8. Financial Statements and Supplementary Data—Note 21—Commitments and Contingencies” in our 2024 Annual Reportfor additional information on our volume delivery commitments.

Long-term debt

Revolving credit facility. As of September 30, 2025, we had a senior secured revolving credit facility (the “Credit Facility”) with a borrowing base of $2.75 billion and elected commitments of $2.0 billion that was due July 1, 2027. As of September 30, 2025, we had no borrowings outstanding and $32.1 million of outstanding letters of credit, resulting in an unused borrowing capacity of $1,967.9 million. Additionally, we are permitted to incur term loans in addition to the revolving loans provided under the Credit Facility. As of September 30, 2025, we were in compliance with the financial covenants under the Credit Facility. See “Item 1. Financial Statements (Unaudited)—Note 10—Long-Term Debt” for additional information.

In November 2025, we entered into a seventh amended and restated credit agreement (the “Seventh Amended Credit Facility”). In connection with entry into the Seventh Amended Credit Facility, the semi-annual redetermination of our borrowing base was completed in November 2025, which reaffirmed the borrowing base and the aggregate elected commitment at $2.75 billion and $2.0 billion, respectively. Pursuant to the Seventh Amended Credit Facility, the maturity date was extended from July 1, 2027 to November 3, 2029 and the Term SOFR Loans are no longer subject to the 0.1% credit spread adjustment. Additionally, certain baskets were increased and certain provisions were updated to reflect current market practice. The Credit Facility’s borrowing base is subject to redetermination semi-annually, on or about April 1 and October 1, with the next redetermination scheduled for April 1, 2026.

2030 Senior Notes. On September 30, 2025, we issued the 2030 Senior Notes in a private placement. Interest on the 2030 Senior Notes is payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2026. The 2030 Senior Notes were issued at par and resulted in net proceeds of $739.6 million, after deducting underwriters’ discounts, commissions and other expenses. The proceeds were used (i) to fund the 2025 Williston Basin Acquisition and to pay related costs and expenses, (ii) to pay fees and expenses associated with the offering of the 2030 Senior Notes and (iii) for general corporate purposes, including repayment of a portion of the borrowings outstanding under the Credit Facility. In connection with the issuance of the 2030 Senior Notes, we recorded deferred financing costs of $10.4 million. See “Item 1. Financial Statements (Unaudited)—Note 10—Long-Term Debt” for additional information.

2033 Senior Notes. On March 13, 2025, we issued the 2033 Senior Notes in a private placement. Interest on the 2033 Senior Notes is payable semi-annually on March 15 and September 15 of each year, which began on September 15, 2025. The 2033 Senior Notes were issued at par and resulted in proceeds of $738.8 million, after deducting underwriters’ discounts, commissions and other expenses. The proceeds were used to repurchase the 2026 Senior Notes tendered in a concurrent tender offer, to satisfy and discharge the remaining 2026 Senior Notes not tendered in the concurrent tender offer (which were redeemed on June 1, 2025) and to repay a portion of the borrowings outstanding under the Credit Facility. In connection with the issuance of the 2033 Senior Notes, we recorded deferred financing costs of $11.6 million. See “Item 1. Financial Statements (Unaudited)—Note 10—Long-Term Debt” for additional information.

2026 Senior Notes. As of December 31, 2024, we had $400.0 million of the 2026 Senior Notes outstanding. Interest on the 2026 Senior Notes was payable semi-annually on June 1 and December 1 of each year. Concurrent with the issuance of the 2033 Senior Notes on March 13, 2025, we paid an aggregate of $409.1 million, including $7.7 million of accrued interest, to purchase $366.3 million of outstanding 2026 Senior Notes tendered in a concurrent tender offer and to satisfy and discharge the remaining $33.7 million of outstanding 2026 Senior Notes, which were redeemed on June 1, 2025. See “Item 1. Financial Statements (Unaudited)—Note 10—Long-Term Debt” for additional information.

Cash Flows

Our cash flows for the nine months ended September 30, 2025 and 2024 are presented below:

Cash flows provided by operating activities

Our net cash flows from operating activities are primarily impacted by commodity prices, production volumes and operating costs. Net cash provided by operating activities was $1,635.7 million for the nine months ended September 30, 2025. The increase in net cash provided by operating activities of $104.9 million as compared to the nine months ended September 30, 2024 was primarily due to our expanded operations from the Arrangement, including an increase in oil, NGL and natural gas revenues, partially offset by increases in LOE and GPT expenses. This increase was also driven by lower merger-related costs and decreased production taxes offset by changes in our working capital. See “Results of Operations” above for additional information.

Working Capital. Our working capital is primarily impacted by the factors discussed above, coupled with the timing of cash receipts and disbursements. Changes in working capital (as reflected in the Condensed Consolidated Statements of Cash Flows) increased net cash flows from operating activities by $1.0 million and $23.3 million during the nine months ended September 30, 2025 and 2024, respectively. Changes in working capital associated with our capital expenditure activities and settlement of outstanding commodity derivative instruments impact our cash flows from investing activities.

The Credit Facility includes a requirement that we maintain a Current Ratio (as defined in the Credit Facility) of no less than 1.0 to 1.0 as of the last day of any fiscal quarter. For purposes of the Current Ratio, the Credit Facility’s definition of total current assets includes unused commitments under the Credit Facility, which were $1,967.9 million at September 30, 2025, and excludes current hedge assets, which were $86.2 million at September 30, 2025. For purposes of the Current Ratio, the Credit Facility’s definition of total current liabilities excludes current hedge liabilities, of which there were none at September 30, 2025.

Cash flows used in investing activities

For the nine months ended September 30, 2025, net cash used in inve sting activities of $1,050.4 million was primarily attributable to capital expenditures incurred to develop our oil and gas properties of $1,044.8 million, a deposit paid for the 2025 Williston Basin Acquisition of $55.0 million and acreage purchased in the Williston Basin of $27.4 million, partially offset by the settlement of derivative contracts of $32.0 million, the receipt of the 2024 contingent consideration earn-out payment of $25.0 million and proceeds from divestitures of certain non-core oil and gas properties of $10.7 million. Net cash used in investing activities for the nine months ended September 30, 2024 of $1,494.1 million was primarily attributable to the Arrangement, including$395.0 million paid to settle Enerplus’ revolving bank credit facility balance,$375.8 million paid to Enerplus shareholders,$102.4 million paid to settle Enerplus’ equity awards and$5.9 million in retention bonuses paid to Enerplus employees, partially offset by cash acquired in the Arrangement of $239.9 million. Net cash used in investing activities during the nine months ended September 30, 2024 also included capital expenditures of $877.4 million and the settlement of derivative contracts of $17.8 million, partially offset by the receipt of the 2023 contingent consideration earn-out payment of $25.0 million and proceeds from divestitures of certain non-core oil and gas properties of $21.8 million.

Cash flows provided by (used in) financing activities

For the nine months ended September 30, 2025, net cash provided by finan cing activities of $7.0 million was primarily attributable to proceeds from the issuance of the 2030 Senior Notes and 2033 Senior Notes of $1,500.0 million. These sources of cash were partially offset by repayments under the Credit Facility of $4,132.0 million, offset by borrowings of $3,687.0 million, resulting in net repayments under the Credit Facility of $445.0 million, repayments of the 2026 Senior Notes totaling $401.4 million, payments to repurchase our common stock of $357.8 million, dividends paid to shareholders of $243.4 million, payments for income tax withholdings on vested equity-based compensation awards of $22.1 million and payment of debt issuance costs of $21.9 million primarily in connection with the issuance of the 2030 Senior Notes and 2033 Senior Notes. Net cash used in financing activities for the nine months ended September 30, 2024 of $302.6 million was primarily attributable to dividends paid to shareholders of $437.7 million, payments torepurchase our common stockof$239.8 million, repayments on the senior unsecured notes assumed from Enerplus of $63.0 million and payments for income tax withholdings on vested equity-based compensation awards of $58.0 million. These uses of cash were offset by borrowings under the credit facility of $2,250.0 million, offset by repayments of $1,780.0 million, resulting in net borrowings under the Credit Facility of $470.0 million, primarily made in connection with the Arrangement and proceeds from the exercise of outstanding warrants of $30.5 million.

Capital Expenditures

Expenditures for the acquisition and development of oil and gas properties are the primary use of our capital resources. Our capital expenditures are summarized in the following table for the period presented:

(1)Other capital expenditures include items such as infrastructure capital and administrative capital.

(2)Total E&P and other capital expenditures for the three and nine months ended September 30, 2025 include approximately $11.7 million for both periods, related to certain non-operated divested assets that have been reimbursed.

(3)Total capital expenditures reflected in the table above differs from the amounts shown in the statements of cash flows in our unaudited condensed consolidated financial statements because amounts reflected in the table include changes in accruals, while the amounts presented in the statements of cash flows are presented on a cash basis.

Dividends

On November 4, 2025, we declared a base cash dividend of $1.30 per share of common stock. The dividend will be payable on December 5, 2025 to shareholders of record as of November 19, 2025. See “Item 1. Financial Statements (Unaudited)—Note 14—Stockholders’ Equity” for additional information.

See “Part I. Item 1.—Business—Business Strategy” in our 2024 Annual Report for additional information regarding our strategy on future dividend payments. Future dividend payments will depend on the Company’s earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that the Board of Directors deems relevant.

Share Repurchase Program

In August 2025, our Board of Directors authorized a share repurchase program of up to $1.0 billion of the common stock, which replaced our previous $750 million share repurchase program that was authorized in October 2024. During the nine months ended September 30, 2025, we repurchased 3,388,561 shares of common stock at a weighted average price of $104.61 per common share for a total cost of $354.5 million under both the August 2025 and October 2024 share repurchase programs. As of September 30, 2025, there was $962.2 million of capacity remaining under our $1.0 billion share repurchase program.

During the nine months ended September 30, 2024, we repurchased 1,509,996 shares of common stock under a previous share repurchase program at a weighted average price of $157.47 per common share for a total cost of $237.8 million.