Chord Energy Corp

As of September 30, 2026, we had $2,774.4 million of liquidity available, including $1,969.7 million of aggregate unused borrowing base capacity available under the Credit Facility (defined below) and $804.7 million in cash and cash equivalents. During the nine months ended September 30, 2026, our primary sources of liquidity were from cash flows from operations, available borrowing base capacity under the Credit Facility, and cash on hand. During the same period, our primary liquidity requirements were capital expenditures for the development of oil and gas properties, share repurchases, dividend payments, and working capital requirements.

Our cash flows depend on many factors, including the price of crude oil, NGL 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 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 unused revolving commitments and fees calculated on the average amount of letter of credit balances outstanding during the quarter.

Capital availability is 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 uncertain path of future interest rates creates additional economic uncertainty. During the first half of 2026, higher energy and commodity prices contributed to a renewed rise in U.S. inflation, which contributed to the U.S. Federal Reserve’s decision to raise its benchmark interest rate during the three months ended September 30, 2026. The potential for such rates to increase further or to decrease or to remain elevated for an extended period of time creates additional economic uncertainty. Although we are unable to predict future interest rates, any resulting 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.

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. See Note 6—Derivative Instruments and “Item 3. Quantitative and Qualitative Disclosures about Market Risk” for additional information.

Commitments. We also have contracts which include provisions for the delivery, transport or purchase of a minimum volume of crude oil, NGL, 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 $514.8 million as of September 30, 2026. 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, NGL and natural gas from third parties to satisfy our minimum volume commitments. See “Item 1. Financial Statements (Unaudited)—Note 17—Commitments and Contingencies” and “Item 8. Financial Statements and Supplementary Data—Note 20—Commitments and Contingencies” in our 2025 Annual Report for additional information on our volume delivery commitments.

Long-term debt

Our long-term debt consists of a senior secured revolving line of credit that is generally used to support our working capital requirements, $750.0 million of 6.000% senior unsecured notes and $750.0 million of 6.750% senior unsecured notes.

Senior secured revolving line of credit. As of September 30, 2026, we had a senior secured revolving credit facility (as subsequently amended, the “Credit Facility”) with a borrowing base of $2.75 billion and an aggregate amount of elected commitments of $2.0 billion that was previously due November 3, 2029. We had no borrowings outstanding and $30.3 million of outstanding letters of credit, resulting in an unused borrowing base capacity of $1,969.7 million as of September 30, 2026. Additionally, we are permitted to incur term loans in addition to the revolving loans provided under the Credit Facility. We were in compliance with the financial covenants in the Credit Facility at September 30, 2026. See “Item 1. Financial Statements (Unaudited)—Note 11—Long-Term Debt” for additional information.

For the nine months ended September 30, 2026, the weighted average interest rate incurred on borrowings under the Credit Facility was 7.50% compared to 6.51% for the nine months ended September 30, 2025.

In October 2026, we entered into an eighth amendment (the “Eighth Amendment”) to the Credit Facility. Pursuant to the Eighth Amendment, the maturity date was extended from November 3, 2029 to October 30, 2031, subject to an earlier springing maturity tied to the 2030 Senior Notes (defined below) if they are not earlier substantially repaid, and certain other amendments were made to baskets and thresholds and certain other provisions were updated to reflect current market practice, all as more fully discussed in “Part II, Item 5. Other Information” below. In connection with entry into the Eighth Amendment, the semi-annual redetermination of the Company’s borrowing base was completed in October 2026, which reaffirmed the borrowing base and the aggregate elected commitment at$2.75 billion and$2.0 billion, respectively. 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, 2027.

Senior unsecured notes. As of September 30, 2026, we had $750.0 million of 6.000% senior unsecured notes (the “2030 Senior Notes”) that mature on October 1, 2030 and $750.0 million of 6.750% senior unsecured notes (the “2033 Senior Notes”) that mature on March 15, 2033. Interest on the 2030 Senior Notes is payable semi-annually on April 1 and October 1 of each year, and interest on the 2033 Senior Notes is payable semi-annually on March 15 and September 15 of each year. See “Item 1. Financial Statements (Unaudited)—Note 11—Long-Term Debt” for additional information.

Cash Flows

Our cash flows for the nine months ended September 30, 2026 and 2025 are presented below:

Cash flows provided by operating activities

Our net cash flows provided by operating activities are primarily impacted by commodity prices, production volumes and operating costs. Net cash provided by operating activities was $2,405.0 million for the nine months ended September 30, 2026. The increase in net cash provided by operating activities of $769.3 million as compared to the nine months ended September 30, 2025 was primarily due to an increase in crude oil, NGL and natural gas revenues primarily due to higher crude oil, NGL and natural gas average realized prices and working capital changes, partially offset by increases in our production taxes and LOE. 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 $13.4 million during the nine months ended September 30, 2026 and increased net cash flows from operating activities by $1.0 million during the nine months ended September 30, 2025. Changes in working capital associated with our capital expenditure activities and settlements 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 $1,969.7 million at September 30, 2026, and excludes current hedge assets, which were $0.3 million at September 30, 2026. For purposes of the Current Ratio, the Credit Facility’s definition of total current liabilities excludes current hedge liabilities, of which there were $163.5 million at September 30, 2026.

Cash flows used in investing activities

For the nine months ended September 30, 2026, net cash used in investing activities of $1,145.5 million was primarily attributable to capital expenditures incurred to develop our oil and gas properties of $1,097.3 million, settlement of derivative contracts of $117.3 million and acquisitions and leasehold costs of $10.7 million, partially offset by the deposit received for the Marcellus Shale held for sale assets of $55.0 million in the third quarter of 2026 and receipt of the 2025 contingent consideration earn-out payment of $25.0 million received in the first quarter of 2026. For the nine months ended September 30, 2025, net cash used in investing 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.

Cash flows provided by (used in) financing activities

For the nine months ended September 30, 2026, the net cash used in financing activities of $644.3 million was primarily attributable to payments to repurchase our common stock of $418.7 million, dividends paid to shareholders of $219.1 million, and repayments under the Credit Facility of $85.0 million, partially offset by borrowings under the Credit Facility of $85.0 million. For the nine months ended September 30, 2025, net cash provided by financing activities of $7.0 million was primarily attributable to proceeds from the issuance of the 2030 Senior Notes and the 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, partially 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.

Capital Expenditures

Our capital expenditures are summarized in the following table for the periods presented:

(1)E&P capital expenditures include approximately $4.5 million and $8.2 million of non-operated capital expenditures related to certain non-operated divested assets that were reimbursable for the three and nine months ended September 30, 2026, respectively.

(2)Other capital expenditures include items such as corporate and administrative capital.

(3)Total capital expenditures reflected in the table above differ from the amounts for capital expenditures shown in the statements of cash flows in our condensed consolidated financial statements because amounts reflected in the table above include changes in accrued liabilities from the previous reporting period for capital expenditures, while the amounts presented in the statements of cash flows are presented on a cash basis.

Acquisitions

Acquisitions and leasehold costs were $3.5 million and $12.2 million for the three and nine months ended September 30, 2026, respectively.

Dividends

On November 4, 2026, we declared a base cash dividend of $1.30 per share of common stock. The dividend will be payable on December 7, 2026 to shareholders of record as of November 19, 2026. See “Item 1. Financial Statements (Unaudited)—Note 15—Stockholders’ Equity” for additional information.

See “Part I. Item 1.—Business—Business Strategy” in our 2025 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

During the nine months ended September 30, 2026, we repurchased 3,173,566 shares of common stock at a weighted average price of $133.33 per common share for a total cost of $423.1 million under our $1.0 billion share repurchase program authorized by our Board of Directors in August 2025. As of September 30, 2026, there was $529.0 million of capacity remaining under this share repurchase program.

During the nine months ended September 30, 2025, we repurchased 3,388,561 shares of common stock under a previous share repurchase program at a weighted average price of $104.61 per common share for a total cost of $354.5 million.