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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 10-Q

________________________________________

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-32886

____________________________________

img204272250_0.gif

CONTINENTAL RESOURCES, INC

(Exact name of registrant as specified in its charter)

____________________________________

Oklahoma

 

 

 

 

73-0767549

(State or other jurisdiction of incorporation or organization)

 

 

 

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

 

20 N. Broadway,

Oklahoma City,

Oklahoma

73102

 

 

 

(Address of principal executive offices)

(Zip Code)

 

(405) 234-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

____________________________________

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 x

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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

x

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 x

As of June 30, 2026, there are no publicly traded common shares of Continental Resources, Inc.

 


 

Table of Contents

 

 

 

PART I. Financial Information

Item 1.

Financial Statements

1

 

Unaudited Condensed Consolidated Balance Sheets

1

 

Unaudited Condensed Consolidated Statements of Income

2

 

Unaudited Condensed Consolidated Statements of Equity

3

 

Unaudited Condensed Consolidated Statements of Cash Flows

5

 

Notes to Unaudited Condensed Consolidated Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

27

Item 4.

Controls and Procedures

28

 

 

PART II. Other Information

 

Item 1.

Legal Proceedings

29

Item 1A.

Risk Factors

29

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

Item 3.

Defaults Upon Senior Securities

29

Item 4.

Mine Safety Disclosures

29

Item 5.

Other Information

29

Item 6.

Exhibits

30

 

Signature

31

 

 

 

When we refer to “us,” “we,” “our,” “Company,” or “Continental” we are describing Continental Resources, Inc. and our subsidiaries.

 

 

 


 

Glossary of Crude Oil and Natural Gas Terms

The terms defined in this section may be used throughout this report:

“Bbl” One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or natural gas liquids.

“Boe” Barrels of crude oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of crude oil based on the average equivalent energy content of the two commodities.

“Btu” British thermal unit, which represents the amount of energy needed to heat one pound of water by one degree Fahrenheit and can be used to describe the energy content of fuels.

“MBbl” One thousand barrels of crude oil, condensate or natural gas liquids.

“MBoe” One thousand Boe.

“Mcf” One thousand cubic feet of natural gas.

“MMBoe” One million Boe.

“MMBtu” One million British thermal units.

“MMcf” One million cubic feet of natural gas.

“NGL” or “NGLs” Refers to natural gas liquids, which are hydrocarbon products that are separated during natural gas processing and include ethane, propane, isobutane, normal butane, and natural gasoline.

“NYMEX” The New York Mercantile Exchange.

“proved reserves” The quantities of crude oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates renewal is reasonably certain.

i


 

Cautionary Statement for the Purpose of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

This report and information incorporated by reference in this report include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact, including, but not limited to, forecasts or expectations regarding the Company’s business and statements or information concerning the Company’s future operations, performance, financial condition, production and reserves, schedules, plans, timing of development, rates of return, budgets, costs, business strategy, objectives, and cash flows, included in this report are forward-looking statements. The words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget,” “target,” “plan,” “continue,” “potential,” “guidance,” “strategy” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Forward-looking statements may include, but are not limited to, statements about:

our strategy;
our business and financial plans;
our future operations;
our proved reserves and related development plans;
technology;
future crude oil, natural gas liquids, and natural gas prices and differentials;
the timing and amount of future production of crude oil, natural gas liquids, and natural gas and flaring activities;
the amount, nature and timing of capital expenditures;
estimated revenues, expenses and results of operations;
drilling and completing of wells;
shutting in of production and the resumption of production activities;
competition;
marketing of crude oil, natural gas, and natural gas liquids;
transportation of crude oil, natural gas, and natural gas liquids to markets;
property exploitation, property acquisitions and dispositions, strategic investments, or joint domestic and foreign development opportunities;
costs of exploiting and developing our properties and conducting other operations, including any impacts from inflation;
our financial position;
the timing and amount of debt borrowings or repayments;
the timing and amount of income tax payments and payments the Company may be obligated to make pursuant to the stock redemption agreement described in Note 8. Commitments and ContingenciesStock Redemption Agreement;
current and potential litigation matters;
geopolitical events and conditions in, or affecting other, crude oil-producing and natural gas-producing nations, including foreign jurisdictions where the Company may explore resource development opportunities;
credit markets;
our liquidity and access to capital;
the impact of U.S. and foreign governmental policies, laws, regulations, tariffs in the U.S. and foreign jurisdictions, as well as regulatory and legal proceedings involving us and of scheduled or potential regulatory or legal changes in these areas;
our future operating and financial results;
our future commodity or other hedging arrangements; and
the ability and willingness of current or potential lenders, hedging contract counterparties, customers, and working interest owners to fulfill their obligations to us or to enter into transactions with us in the future on terms that are acceptable to us.

Forward-looking statements are based on the Company’s current expectations and assumptions about future events and currently available information as to the outcome and timing of future events. Although the Company believes these assumptions and expectations are reasonable, they are inherently subject to numerous business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. No assurance can be given that such expectations will be correct or achieved or that the assumptions are accurate or will not change over time. The risks and

ii


 

uncertainties that may affect the operations, performance and results of the business and forward-looking statements include, but are not limited to, those risk factors and other cautionary statements described under Part II, Item 1A. Risk Factors and elsewhere in this report, if any, our Annual Report on Form 10-K for the year ended December 31, 2025, and other announcements we make from time to time.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which such statement is made. Additionally, new factors emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described in this report or our Annual Report on Form 10-K for the year ended December 31, 2025 occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.

Except as expressly stated above or otherwise required by applicable law, the Company undertakes no obligation to publicly correct or update any forward-looking statement whether as a result of new information, future events or circumstances after the date of this report, or otherwise.

 

iii


 

PART I. Financial Information

ITEM 1. Financial Statements

 

Continental Resources, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

 

In thousands, except par values and share data

 

June 30, 2026

 

 

December 31, 2025

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,176,792

 

 

$

1,375,861

 

Accounts receivable, net

 

 

1,533,950

 

 

 

1,406,796

 

Derivative assets

 

 

183,788

 

 

 

324,706

 

Inventories

 

 

269,222

 

 

 

227,407

 

Income taxes receivable

 

 

156,541

 

 

 

58,762

 

Prepaid expenses and other

 

 

43,522

 

 

 

39,634

 

Total current assets

 

 

4,363,815

 

 

 

3,433,166

 

Net property and equipment, based on successful efforts method of accounting

 

 

21,130,774

 

 

 

20,656,908

 

Investment in unconsolidated affiliates

 

 

348,453

 

 

 

261,333

 

Derivative assets, noncurrent

 

 

45,567

 

 

 

61,528

 

Other noncurrent assets

 

 

221,644

 

 

 

109,227

 

Total assets

 

$

26,110,253

 

 

$

24,522,162

 

Liabilities and equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable trade

 

$

817,712

 

 

$

700,669

 

Revenues and royalties payable

 

 

799,625

 

 

 

718,631

 

Accrued liabilities and other

 

 

469,757

 

 

 

410,554

 

Current portion of income tax liabilities

 

 

211

 

 

 

519

 

Derivative liabilities

 

 

160,885

 

 

 

 

Current portion of long-term debt

 

 

799,400

 

 

 

798,609

 

Total current liabilities

 

 

3,047,590

 

 

 

2,628,982

 

Long-term debt, net of current portion

 

 

4,127,001

 

 

 

3,973,437

 

Other noncurrent liabilities:

 

 

 

 

 

 

Deferred income tax liabilities, net

 

 

3,303,058

 

 

 

3,046,707

 

Asset retirement obligations, noncurrent

 

 

519,916

 

 

 

505,382

 

Derivative liabilities, noncurrent

 

 

77,192

 

 

 

4,905

 

Other noncurrent liabilities

 

 

199,177

 

 

 

67,697

 

Total other noncurrent liabilities

 

 

4,099,343

 

 

 

3,624,691

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value: 25,000,000 shares authorized; no shares issued and outstanding

 

 

 

 

 

 

Common stock, $0.01 par value: 400,000 shares authorized (187,256 shares issued) of Class A voting common stock and 400,000,000 shares authorized (299,423,011 shares issued) of Class B non-voting common stock

 

 

2,996

 

 

 

2,996

 

Retained earnings

 

 

14,485,505

 

 

 

13,940,956

 

Total shareholders’ equity attributable to Continental Resources

 

 

14,488,501

 

 

 

13,943,952

 

Noncontrolling interests

 

 

347,818

 

 

 

351,100

 

Total equity

 

 

14,836,319

 

 

 

14,295,052

 

Total liabilities and equity

 

$

26,110,253

 

 

$

24,522,162

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

1


 

Continental Resources, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Income

 

Three months ended June 30,

 

 

Six months ended June 30,

 

In thousands

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil, natural gas, and natural gas liquids sales

 

$

2,205,024

 

 

$

1,626,374

 

 

$

4,052,607

 

 

$

3,516,581

 

Gain (loss) on derivative instruments, net

 

 

347,988

 

 

 

451,254

 

 

 

(760,136

)

 

 

135,252

 

Crude oil and natural gas service operations

 

 

37,445

 

 

 

33,750

 

 

 

76,033

 

 

 

69,998

 

Total revenues

 

 

2,590,457

 

 

 

2,111,378

 

 

 

3,368,504

 

 

 

3,721,831

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Production expenses

 

 

218,651

 

 

 

201,445

 

 

 

429,490

 

 

 

400,824

 

Production and ad valorem taxes

 

 

163,411

 

 

 

119,422

 

 

 

292,446

 

 

 

254,771

 

Transportation, gathering, processing, and compression

 

 

80,081

 

 

 

75,845

 

 

 

162,569

 

 

 

154,718

 

Exploration expenses

 

 

9,128

 

 

 

3,897

 

 

 

16,856

 

 

 

6,629

 

Crude oil and natural gas service operations

 

 

23,764

 

 

 

24,889

 

 

 

59,245

 

 

 

48,769

 

Depreciation, depletion, amortization and accretion

 

 

635,023

 

 

 

632,568

 

 

 

1,314,259

 

 

 

1,246,128

 

Property impairments

 

 

14,736

 

 

 

15,826

 

 

 

28,880

 

 

 

32,848

 

General and administrative expenses

 

 

93,394

 

 

 

56,515

 

 

 

212,187

 

 

 

123,527

 

Net gain (loss) on sale of assets and other

 

 

(6,403

)

 

 

3,143

 

 

 

(8,155

)

 

 

6,272

 

Total operating costs and expenses

 

 

1,231,785

 

 

 

1,133,550

 

 

 

2,507,777

 

 

 

2,274,486

 

Income from operations

 

 

1,358,672

 

 

 

977,828

 

 

 

860,727

 

 

 

1,447,345

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(55,525

)

 

 

(54,240

)

 

 

(109,804

)

 

 

(109,383

)

Loss on extinguishment of debt

 

 

 

 

 

(57

)

 

 

 

 

 

(57

)

Other

 

 

16,066

 

 

 

7,519

 

 

 

29,455

 

 

 

11,136

 

 

 

(39,459

)

 

 

(46,778

)

 

 

(80,349

)

 

 

(98,304

)

Income before income taxes

 

 

1,319,213

 

 

 

931,050

 

 

 

780,378

 

 

 

1,349,041

 

Provision for income taxes

 

 

(287,055

)

 

 

(195,191

)

 

 

(163,623

)

 

 

(281,571

)

Income before equity in net loss of affiliate

 

 

1,032,158

 

 

 

735,859

 

 

 

616,755

 

 

 

1,067,470

 

Equity in net loss of affiliate

 

 

(36,022

)

 

 

(1,528

)

 

 

(60,047

)

 

 

(14,415

)

Net income

 

 

996,136

 

 

 

734,331

 

 

 

556,708

 

 

 

1,053,055

 

Net income attributable to noncontrolling interests

 

 

10,360

 

 

 

7,132

 

 

 

12,159

 

 

 

9,850

 

Net income attributable to Continental Resources

 

$

985,776

 

 

$

727,199

 

 

$

544,549

 

 

$

1,043,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

2


Continental Resources, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Equity

 

Three months ended June 30, 2026

 

 

Shareholders’ equity attributable to Continental Resources

 

 

 

 

 

 

 

In thousands, except share data

 

Shares
outstanding

 

 

Common
stock

 

 

Retained
earnings

 

 

Total
shareholders’
equity of
Continental
Resources

 

 

Noncontrolling
interests

 

 

Total equity

 

Balance at March 31, 2026

 

 

299,610,267

 

 

$

2,996

 

 

$

13,499,729

 

 

$

13,502,725

 

 

$

343,992

 

 

$

13,846,717

 

Net income

 

 

 

 

 

 

 

 

985,776

 

 

 

985,776

 

 

 

10,360

 

 

 

996,136

 

Contributions from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,944

 

 

 

1,944

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,478

)

 

 

(8,478

)

Balance at June 30, 2026

 

 

299,610,267

 

 

$

2,996

 

 

$

14,485,505

 

 

$

14,488,501

 

 

$

347,818

 

 

$

14,836,319

 

 

 

Six months ended June 30, 2026

 

 

Shareholders’ equity attributable to Continental Resources

 

 

 

 

 

 

 

In thousands, except share data

 

Shares
outstanding

 

 

Common
stock

 

 

Retained
earnings

 

 

Total
shareholders’
equity of
Continental
Resources

 

 

Noncontrolling
interests

 

 

Total equity

 

Balance at December 31, 2025

 

 

299,610,267

 

 

$

2,996

 

 

$

13,940,956

 

 

$

13,943,952

 

 

$

351,100

 

 

$

14,295,052

 

Net income

 

 

 

 

 

 

 

 

544,549

 

 

 

544,549

 

 

 

12,159

 

 

 

556,708

 

Contributions from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,215

 

 

 

7,215

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,656

)

 

 

(22,656

)

Balance at June 30, 2026

 

 

299,610,267

 

 

$

2,996

 

 

$

14,485,505

 

 

$

14,488,501

 

 

$

347,818

 

 

$

14,836,319

 

 

 

Three months ended June 30, 2025

 

 

Shareholders’ equity attributable to Continental Resources

 

 

 

 

 

 

 

In thousands, except share data

 

Shares
outstanding

 

 

Common
stock

 

 

Retained
earnings

 

 

Total
shareholders’
equity of
Continental
Resources

 

 

Noncontrolling
interests

 

 

Total equity

 

Balance at March 31, 2025

 

 

299,610,267

 

 

$

2,996

 

 

$

12,178,523

 

 

$

12,181,519

 

 

$

351,670

 

 

$

12,533,189

 

Net income

 

 

 

 

 

 

 

 

727,199

 

 

 

727,199

 

 

 

7,132

 

 

 

734,331

 

Contributions from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,015

 

 

 

3,015

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,689

)

 

 

(6,689

)

Balance at June 30, 2025

 

 

299,610,267

 

 

$

2,996

 

 

$

12,905,722

 

 

$

12,908,718

 

 

$

355,128

 

 

$

13,263,846

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


Continental Resources, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Equity (Continued)

Six months ended June 30, 2025

 

 

Shareholders’ equity attributable to Continental Resources

 

 

 

 

 

 

 

In thousands, except share data

 

Shares
outstanding

 

 

Common
stock

 

 

Retained
earnings

 

 

Total
shareholders’
equity of
Continental
Resources

 

 

Noncontrolling
interests

 

 

Total equity

 

Balance at December 31, 2024

 

 

299,610,267

 

 

$

2,996

 

 

$

11,862,515

 

 

$

11,865,511

 

 

$

359,986

 

 

$

12,225,497

 

Net income

 

 

 

 

 

 

 

 

1,043,205

 

 

 

1,043,205

 

 

 

9,850

 

 

 

1,053,055

 

Change in dividends payable

 

 

 

 

 

 

 

 

2

 

 

 

2

 

 

 

 

 

 

2

 

Contributions from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,755

 

 

 

4,755

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,463

)

 

 

(19,463

)

Balance at June 30, 2025

 

 

299,610,267

 

 

$

2,996

 

 

$

12,905,722

 

 

$

12,908,718

 

 

$

355,128

 

 

$

13,263,846

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4


Continental Resources, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

 

 

Six months ended June 30,

 

In thousands

 

2026

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

556,708

 

 

$

1,053,055

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation, depletion, amortization and accretion

 

 

1,318,567

 

 

 

1,246,823

 

Property impairments

 

 

28,880

 

 

 

32,848

 

Non-cash (gain) loss on derivatives, net

 

 

372,895

 

 

 

(30,167

)

Provision (benefit) for deferred income taxes

 

 

256,362

 

 

 

(35,244

)

Equity in net loss of affiliate

 

 

60,047

 

 

 

14,415

 

Net (gain) loss on sale of assets and other

 

 

(10,297

)

 

 

5,614

 

Loss on extinguishment of debt

 

 

 

 

 

57

 

Other, net

 

 

8,127

 

 

 

7,997

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(127,650

)

 

 

63,512

 

Inventories

 

 

(39,818

)

 

 

(35,415

)

Other current assets

 

 

(5,782

)

 

 

(12,067

)

Accounts payable trade

 

 

125,472

 

 

 

121,163

 

Revenues and royalties payable

 

 

79,969

 

 

 

(13,379

)

Accrued liabilities and other

 

 

91,673

 

 

 

(82,344

)

Incentive compensation liability

 

 

(44,257

)

 

 

(46,610

)

Current income taxes

 

 

(97,957

)

 

 

(2,844

)

Other noncurrent assets and liabilities

 

 

(3,349

)

 

 

(17,306

)

Net cash provided by operating activities

 

 

2,569,590

 

 

 

2,270,108

 

Cash flows from investing activities:

 

 

 

 

 

 

Exploration and development

 

 

(1,636,025

)

 

 

(1,609,698

)

Purchase of producing crude oil and natural gas properties

 

 

(92,007

)

 

 

(1,739

)

Purchase of other property and equipment

 

 

(102,001

)

 

 

(76,920

)

Proceeds from sale of assets

 

 

110,849

 

 

 

9,383

 

Contributions to unconsolidated affiliates

 

 

(35,664

)

 

 

(10,885

)

Net cash used in investing activities

 

 

(1,754,848

)

 

 

(1,689,859

)

Cash flows from financing activities:

 

 

 

 

 

 

Credit facility borrowings

 

 

 

 

 

440,000

 

Repayment of credit facility

 

 

 

 

 

(460,000

)

Repayment of other debt

 

 

 

 

 

(15,220

)

Debt issuance costs

 

 

(14

)

 

 

(127

)

Contributions from noncontrolling interests

 

 

7,859

 

 

 

4,582

 

Distributions to noncontrolling interests

 

 

(21,656

)

 

 

(18,702

)

Dividends paid on common stock

 

 

 

 

 

(628

)

Net cash used in financing activities

 

 

(13,811

)

 

 

(50,095

)

Net change in cash and cash equivalents

 

 

800,931

 

 

 

530,154

 

Cash and cash equivalents at beginning of period

 

 

1,375,861

 

 

 

39,064

 

Cash and cash equivalents at end of period

 

$

2,176,792

 

 

$

569,218

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization and Nature of Business

Nature of Business

Continental Resources, Inc. (the “Company”) was formed in 1967 and is incorporated under the laws of the State of Oklahoma. The Company’s principal business is the exploration, development, management, and production of crude oil and natural gas and associated products with properties primarily located in four leading basins in the United States – the Bakken field of North Dakota and Montana, the Anadarko Basin of Oklahoma, the Permian Basin of Texas, and the Powder River Basin of Wyoming. In the first half of 2026 the Company expanded its operations internationally via the acquisition of assets within the Vaca Muerta shale play in Argentina's Neuquén Basin. As of June 30, 2026 our activities in Argentina represent an immaterial portion of our consolidated production, revenues, and assets. Additionally, the Company pursues the acquisition and management of perpetually owned minerals in its key operating areas as well as opportunities to participate and contribute in the growing power generation sector such as the new venture described in Note 10. Equity Investment. For the six months ended June 30, 2026, crude oil accounted for 51% of the Company’s total production and 84% of its crude oil, natural gas, and natural gas liquids revenues.

Voluntary Filer

The Company is privately owned by its founder, Harold G. Hamm, certain members of his family and their affiliated entities (the “Hamm Family”). As of June 30, 2026, the Hamm Family holds approximately 299.6 million shares of common stock of the Company. As a privately held company, certain of the corporate governance, disclosure, and other provisions applicable to a company with listed equity securities and reporting obligations under the Securities Exchange Act of 1934 do not apply to us. We continue to furnish Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K with the SEC as required by our senior note indentures.

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of presentation

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and entities in which the Company has a controlling financial interest. Intercompany accounts and transactions have been eliminated upon consolidation. Noncontrolling interests reflected herein represent third party ownership in the net assets of consolidated subsidiaries. The portions of consolidated net income and equity attributable to the noncontrolling interests are presented separately in the Company’s financial statements.

Investments in entities in which the Company has the ability to exercise significant influence, but does not control, are accounted for using the equity method of accounting. In applying the equity method, the investments are initially recognized at cost and are subsequently adjusted for the Company's proportionate share of earnings, losses, contributions, and distributions as applicable.

The Company has one reportable segment due to the similar nature of its business, which is the exploration, development, and production of crude oil, natural gas, and natural gas liquids. The Company’s President and CEO is the chief operating decision maker and he reviews consolidated net income to assess performance and determine how to allocate resources. The measure of segment assets is reported on the consolidated balance sheets as total assets. As a single reportable segment entity, the financial information is contained in Part I. Item 1. Financial Statements.

This report has been prepared pursuant to rules and regulations applicable to interim financial information. Because this is an interim period filing presented using a condensed format, it does not include all disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”), although the Company believes the disclosures are adequate to make the information not misleading. You should read this Quarterly Report on Form 10-Q (“Form 10-Q”) together with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”), which includes a summary of the Company’s significant accounting policies and other disclosures.

6


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The condensed consolidated financial statements as of June 30, 2026 and for the three and six month periods ended June 30, 2026 and 2025 are unaudited. The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited balance sheet included in the 2025 Form 10-K. The Company evaluated its June 30, 2026 financial statements for subsequent events through July 31, 2026, the date the financial statements were available to be issued.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure and estimation of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. The most significant estimates and assumptions impacting reported results are estimates of the Company’s crude oil and natural gas reserves, which are used to compute depreciation, depletion, amortization and impairment of proved crude oil and natural gas properties. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement in accordance with U.S. GAAP have been included in these unaudited condensed consolidated financial statements. The results of operations for any interim period are not necessarily indicative of the results of operations that may be expected for any other interim period or for an entire year.

Note 3. Supplemental Cash Flow Information

The following table discloses supplemental cash flow information about cash paid for interest and income tax payments and refunds. Also disclosed is information about investing activities that affects recognized assets and liabilities but does not result in cash receipts or payments.

 

 

Six months ended June 30,

 

In thousands

 

2026

 

 

2025

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

102,722

 

 

$

103,935

 

Cash paid for income taxes

 

 

6,778

 

 

 

315,605

 

Cash received for income tax refunds

 

 

1,559

 

 

 

302

 

Non-cash investing activities:

 

 

 

 

 

 

Asset retirement obligation additions and revisions, net

 

 

5,374

 

 

 

7,460

 

As of June 30, 2026 and December 31, 2025, the Company had $239.8 million and $251.8 million, respectively, of accrued capital expenditures included in “Net property and equipment” with an offsetting amount in “Accounts payable trade” in the consolidated balance sheets. See Note 10. Equity Investment for discussion of a promissory note borrowing and related investment which were transacted on a non-cash basis in the six months ended June 30, 2026.

 

7


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 4. Revenues

The following table presents the disaggregation of the Company's crude oil and natural gas revenues by operating area for the three and six months ended June 30, 2026 and 2025. Sales of natural gas and NGLs are combined, as a substantial majority of the Company's natural gas sales contracts represent wellhead sales of unprocessed gas.

 

 

Three months ended June 30, 2026

 

 

Three months ended June 30, 2025

 

In thousands

 

Crude Oil

 

 

Natural Gas
and NGLs

 

 

Total

 

 

Crude Oil

 

 

Natural Gas
and NGLs

 

 

Total

 

Bakken

 

$

888,038

 

 

$

91,402

 

 

$

979,440

 

 

$

723,297

 

 

$

70,163

 

 

$

793,460

 

Anadarko Basin

 

 

267,851

 

 

 

160,515

 

 

 

428,366

 

 

 

178,266

 

 

 

156,838

 

 

 

335,104

 

Powder River Basin

 

 

175,770

 

 

 

12,945

 

 

 

188,715

 

 

 

97,185

 

 

 

9,039

 

 

 

106,224

 

Permian Basin (1)

 

 

586,283

 

 

 

(23,156

)

 

 

563,127

 

 

 

335,715

 

 

 

24,200

 

 

 

359,915

 

All other

 

 

45,283

 

 

 

93

 

 

 

45,376

 

 

 

31,666

 

 

 

5

 

 

 

31,671

 

Crude oil, natural gas, and natural gas liquids sales

 

$

1,963,225

 

 

$

241,799

 

 

$

2,205,024

 

 

$

1,366,129

 

 

$

260,245

 

 

$

1,626,374

 

 

 

 

Six months ended June 30, 2026

 

 

Six months ended June 30, 2025

 

In thousands

 

Crude Oil

 

 

Natural Gas
and NGLs

 

 

Total

 

 

Crude Oil

 

 

Natural Gas
and NGLs

 

 

Total

 

Bakken

 

$

1,603,625

 

 

$

233,227

 

 

$

1,836,852

 

 

$

1,449,793

 

 

$

209,432

 

 

$

1,659,225

 

Anadarko Basin

 

 

470,977

 

 

 

393,973

 

 

 

864,950

 

 

 

411,765

 

 

 

361,158

 

 

 

772,923

 

Powder River Basin

 

 

320,899

 

 

 

26,425

 

 

 

347,324

 

 

 

210,415

 

 

 

28,297

 

 

 

238,712

 

Permian Basin (1)

 

 

937,179

 

 

 

(5,599

)

 

 

931,580

 

 

 

717,965

 

 

 

65,381

 

 

 

783,346

 

All other

 

 

71,800

 

 

 

101

 

 

 

71,901

 

 

 

62,347

 

 

 

28

 

 

 

62,375

 

Crude oil, natural gas, and natural gas liquids sales

 

$

3,404,480

 

 

$

648,127

 

 

$

4,052,607

 

 

$

2,852,285

 

 

$

664,296

 

 

$

3,516,581

 

 

(1) Negative gas revenues in the Permian Basin for the 2026 periods reflect significantly depressed or negative residue gas market prices in the basin that resulted in net payments being owed by the Company to midstream customers after the application of contractual sales price adjustments and deductions.

 

Note 5. Derivative Instruments

From time to time the Company enters into crude oil and natural gas derivative contracts to economically hedge against the variability in cash flows associated with future sales of production. The Company recognizes its derivative instruments on the balance sheet as either assets or liabilities measured at fair value. The estimated fair value is based upon various factors as described in Note 6. Fair Value Measurements.

At June 30, 2026 the Company had outstanding crude oil and natural gas derivative contracts as set forth in the tables below.

 

Natural gas derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Hedge Price ($/MMBtu)

 

Period and Type of Contract

 

Average Volumes Hedged

 

Basis Swaps

 

 

Fixed Swaps

 

July 2026 - December 2026

 

 

 

 

 

 

 

 

Swaps - Henry Hub

 

 

771,000

 

 

MMBtus/day

 

 

 

 

$

4.14

 

Basis Swaps - WAHA

 

 

125,000

 

 

MMBtus/day

 

$

(1.74

)

 

 

January 2027 - March 2027

 

 

 

 

 

 

 

 

 

 

 

Basis Swaps - WAHA

 

 

120,000

 

 

MMBtus/day

 

$

(0.90

)

 

 

January 2027 - December 2027

 

 

 

 

 

 

 

 

 

 

 

Swaps - Henry Hub

 

 

647,000

 

 

MMBtus/day

 

 

$

3.94

 

January 2028 - December 2028

 

 

 

 

 

 

 

 

 

 

 

Swaps - Henry Hub

 

 

50,000

 

 

MMBtus/day

 

 

 

$

3.80

 

 

8


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Crude oil derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Hedge Price ($/Bbl)

 

Period and Type of Contract

 

Average Volumes Hedged

 

Roll Swaps

 

 

Fixed Swaps

 

 

Floor

 

 

Ceiling

 

July 2026 - December 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Swaps - WTI

 

 

122,000

 

 

Bbls/day

 

 

 

 

$

64.28

 

 

 

 

 

 

 

Collars - WTI

 

 

33,000

 

 

Bbls/day

 

 

 

 

 

 

 

$

60.00

 

 

$

69.38

 

Roll Swaps - NYMEX

 

 

53,000

 

 

Bbls/day

 

$

1.48

 

 

 

 

 

 

 

 

 

 

January 2027 - December 2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Swaps - WTI

 

 

58,000

 

 

Bbls/day

 

 

 

 

$

62.40

 

 

 

 

 

 

 

January 2028 - December 2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Swaps - WTI

 

 

20,000

 

 

Bbls/day

 

 

 

 

$

61.42

 

 

 

 

 

 

 

Derivative gains and losses

Cash receipts and payments in the following table reflect the gains or losses on crude oil and natural gas derivative contracts which matured during the applicable period, calculated as the difference between the contract price and the market settlement price of matured contracts. The Company's derivative contracts are settled based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on NYMEX West Texas Intermediate (“WTI”) pricing and natural gas derivative settlements based primarily on NYMEX Henry Hub pricing. Non-cash gains and losses below represent the change in fair value of crude oil and natural gas derivative instruments which continued to be held at period end and the reversal of previously recognized non-cash gains or losses on derivative contracts that matured during the period.

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

In thousands

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cash received (paid) on derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil fixed price swaps

 

$

(317,171

)

 

$

36,878

 

 

$

(388,153

)

 

$

46,130

 

Crude oil collars

 

 

(70,478

)

 

 

(28

)

 

 

(92,591

)

 

 

(28

)

Crude oil NYMEX roll swaps

 

 

(18,092

)

 

 

1,722

 

 

 

(18,092

)

 

 

2,391

 

Natural gas fixed price swaps

 

 

87,413

 

 

 

27,208

 

 

 

39,167

 

 

 

34,139

 

Natural gas collars

 

 

 

 

 

22,453

 

 

 

(429

)

 

 

22,453

 

Natural gas WAHA basis swaps

 

 

45,236

 

 

 

 

 

 

72,857

 

 

 

 

Cash received (paid) on derivatives, net

 

 

(273,092

)

 

 

88,233

 

 

 

(387,241

)

 

 

105,085

 

Non-cash gain (loss) on derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil fixed price swaps

 

 

506,285

 

 

 

116,525

 

 

 

(352,342

)

 

 

106,975

 

Crude oil collars

 

 

104,935

 

 

 

89,347

 

 

 

(75,336

)

 

 

41,782

 

Crude oil NYMEX roll swaps

 

 

39,804

 

 

 

(4,258

)

 

 

5,873

 

 

 

(391

)

Natural gas fixed price swaps

 

 

18,169

 

 

 

123,931

 

 

 

93,212

 

 

 

(163,234

)

Natural gas collars

 

 

 

 

 

37,476

 

 

 

(16,702

)

 

 

45,035

 

Natural gas WAHA basis swaps

 

 

(48,113

)

 

 

 

 

 

(27,600

)

 

 

 

Non-cash gain (loss) on derivatives, net

 

 

621,080

 

 

 

363,021

 

 

 

(372,895

)

 

 

30,167

 

Gain (loss) on derivative instruments, net

 

$

347,988

 

 

$

451,254

 

 

$

(760,136

)

 

$

135,252

 

 

9


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Balance sheet offsetting of derivative assets and liabilities

The Company’s derivative contracts are recorded at fair value in the condensed consolidated balance sheets under the captions “Derivative assets,” “Derivative assets, noncurrent,” “Derivative liabilities,” and “Derivative liabilities, noncurrent” as applicable. Derivative assets and liabilities with the same counterparty that are subject to contractual terms which provide for net settlement are reported on a net basis in the consolidated balance sheets.

The following table presents the gross amounts of recognized derivative assets and liabilities, as applicable, the amounts offset under netting arrangements with counterparties, and the resulting net amounts presented in the consolidated balance sheets for the periods presented, all at fair value.

 

In thousands

 

June 30, 2026

 

 

December 31, 2025

 

Derivative assets:

 

 

 

 

 

 

Gross amounts of recognized assets

 

$

240,924

 

 

$

392,348

 

Gross amounts offset on balance sheet

 

 

(11,569

)

 

 

(6,114

)

Net amounts of assets on balance sheet

 

 

229,355

 

 

 

386,234

 

Derivative liabilities:

 

 

 

 

 

 

Gross amounts of recognized liabilities

 

 

(249,646

)

 

 

(11,019

)

Gross amounts offset on balance sheet

 

 

11,569

 

 

 

6,114

 

Net amounts of liabilities on balance sheet

 

$

(238,077

)

 

$

(4,905

)

 

The following table reconciles the net amounts disclosed above to the individual financial statement line items in the condensed consolidated balance sheets.

 

In thousands

 

June 30, 2026

 

 

December 31, 2025

 

Derivative assets

 

$

183,788

 

 

$

324,706

 

Derivative assets, noncurrent

 

 

45,567

 

 

 

61,528

 

Net amounts of assets on balance sheet

 

 

229,355

 

 

 

386,234

 

Derivative liabilities

 

 

(160,885

)

 

 

 

Derivative liabilities, noncurrent

 

 

(77,192

)

 

 

(4,905

)

Net amounts of liabilities on balance sheet

 

 

(238,077

)

 

 

(4,905

)

Total derivative assets (liabilities), net

 

$

(8,722

)

 

$

381,329

 

 

10


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Note 6. Fair Value Measurements

The Company's derivative instruments are reported at fair value on a recurring basis. In determining the fair values of swap contracts, a discounted cash flow method is used due to the unavailability of relevant comparable market data for the Company’s exact contracts. The discounted cash flow method estimates future cash flows based on quoted market prices for forward commodity prices and a risk-adjusted discount rate. The fair values of swap contracts are calculated mainly using significant observable inputs (Level 2). Calculation of the fair values of collars requires the use of an industry-standard option pricing model that considers various inputs including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. These assumptions are observable in the marketplace or can be corroborated by active markets or broker quotes and are therefore designated as Level 2 within the valuation hierarchy. The Company’s calculation of fair value for each of its crude oil and natural gas derivative positions is compared to the counterparty valuation for reasonableness. The Company has a contingent consideration derivative arrangement that is measured at fair value on a recurring basis using observable market data and a Monte Carlo valuation model and is classified as Level 2 within the valuation hierarchy.

The following tables summarize the valuation of derivative instruments by pricing levels that were accounted for at fair value on a recurring basis as of June 30, 2026 and December 31, 2025.

 

 

Fair value measurements at June 30, 2026 using:

 

 

 

 

In thousands

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Derivative assets (liabilities):

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil fixed price swaps

 

$

 

 

$

(204,399

)

 

$

 

 

$

(204,399

)

Crude oil collars

 

 

 

 

 

(16,521

)

 

 

 

 

 

(16,521

)

Crude oil NYMEX roll swaps

 

 

 

 

 

5,873

 

 

 

 

 

 

5,873

 

Natural gas fixed price swaps

 

 

 

 

 

213,965

 

 

 

 

 

 

213,965

 

Natural gas WAHA basis swaps

 

 

 

 

 

9,516

 

 

 

 

 

 

9,516

 

Contingent consideration

 

 

 

 

 

(17,156

)

 

 

 

 

 

(17,156

)

Total

 

$

 

 

$

(8,722

)

 

$

 

 

$

(8,722

)

 

 

Fair value measurements at December 31, 2025 using:

 

 

 

 

In thousands

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil fixed price swaps

 

$

 

 

$

147,943

 

 

$

 

 

$

147,943

 

Crude oil collars

 

 

 

 

 

58,815

 

 

 

 

 

 

58,815

 

Natural gas fixed price swaps

 

 

 

 

 

120,753

 

 

 

 

 

 

120,753

 

Natural gas collars

 

 

 

 

 

16,702

 

 

 

 

 

 

16,702

 

Natural gas WAHA basis swaps

 

 

 

 

 

37,116

 

 

 

 

 

 

37,116

 

Total

 

$

 

 

$

381,329

 

 

$

 

 

$

381,329

 

 

11


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 7. Debt

The Company's debt, net of unamortized discounts, premiums, and debt issuance costs totaling $25.0 million and $28.0 million at June 30, 2026 and December 31, 2025, respectively, consists of the following.

 

In thousands

 

June 30, 2026

 

 

December 31, 2025

 

2.268% Senior Notes due 2026 (1)

 

$

799,400

 

 

$

798,609

 

4.375% Senior Notes due 2028

 

 

997,713

 

 

 

997,005

 

5.75% Senior Notes due 2031

 

 

1,489,946

 

 

 

1,488,995

 

2.875% Senior Notes due 2032

 

 

794,926

 

 

 

794,525

 

4.9% Senior Notes due 2044

 

 

693,031

 

 

 

692,912

 

Note payable

 

 

151,385

 

 

 

 

Total debt

 

$

4,926,401

 

 

$

4,772,046

 

Less: Current portion of long-term debt

 

 

799,400

 

 

 

798,609

 

Long-term debt, net of current portion

 

$

4,127,001

 

 

$

3,973,437

 

 

(1) The Company’s 2026 Notes, which have a face value of $800 million at June 30, 2026, are scheduled to mature on November 15, 2026 and, accordingly, are included as a current liability in the caption “Current portion of long-term debt” in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.

 

Credit Facility

The Company has a credit facility, maturing in October 2029, with aggregate lender commitments totaling $1.8 billion. The Company has the option to extend the October 2029 maturity date by up to two additional one-year periods subject to lender consent. The credit facility is unsecured and has no borrowing base requirement subject to redetermination.

The Company had no outstanding borrowings on its credit facility at June 30, 2026 and December 31, 2025. The Company incurs commitment fees based on currently assigned credit ratings of 0.20% per annum on the daily average amount of unused borrowing availability. Credit facility borrowings bear interest at market-based interest rates plus a margin based on the terms of the borrowing and the credit ratings assigned to the Company’s senior, unsecured, long-term indebtedness.

The credit facility contains certain restrictive covenants, including a requirement that the Company maintain a consolidated net debt to total capitalization ratio of no greater than 0.65 to 1.00. This ratio represents the ratio of (a) net debt (calculated as total face value of debt plus outstanding letters of credit less cash and cash equivalents) divided by (b) the sum of net debt plus total shareholders' equity (i) plus, to the extent resulting in a reduction of total shareholders’ equity, the amount of any non-cash impairment charges incurred, net of any tax effect, after June 30, 2014 and (ii) plus (to the extent resulting in a reduction of total shareholders’ equity) or minus (to the extent resulting in an increase of total shareholders’ equity), as applicable, the amount of the non-cash impact of the accounting treatment for the Redemption Agreement described in Note 8. Commitments and Contingencies, which amount shall be further adjusted, (x) if the Redemption Agreement is amended without the lenders consent and has the effect of materially increasing the scope of the Company's obligations beyond the last form of the Redemption Agreement that was approved by the lenders and (y) to reflect the impact of any cash payments actually made under the agreement. The Company was in compliance with the credit facility covenants at June 30, 2026.

Senior Notes

The following table summarizes the face values, maturity dates, semi-annual interest payment dates, and optional redemption periods related to the Company’s outstanding senior note obligations at June 30, 2026.

 

 

2026 Notes

 

 

2028 Notes

 

 

2031 Notes

 

 

2032 Notes

 

 

2044 Notes

 

Face value (in thousands)

 

$

800,000

 

 

$

1,000,000

 

 

$

1,500,000

 

 

$

800,000

 

 

$

700,000

 

Maturity date

 

November 15, 2026

 

 

January 15, 2028

 

 

January 15, 2031

 

 

April 1, 2032

 

 

June 1, 2044

 

Interest payment dates

 

May 15, Nov 15

 

 

Jan 15, Jul 15

 

 

Jan 15, Jul 15

 

 

Apr 1, Oct 1

 

 

Jun 1, Dec 1

 

Make-whole redemption period (1)

 

November 15, 2023

 

 

October 15, 2027

 

 

July 15, 2030

 

 

January 1, 2032

 

 

December 1, 2043

 

 

12


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

(1)
At any time prior to the indicated dates, the Company has the option to redeem all or a portion of its senior notes of the applicable series at the “make-whole” redemption amounts specified in the respective senior note indentures plus any accrued and unpaid interest to the date of redemption. On or after the indicated dates, the Company may redeem all or a portion of its senior notes at a redemption amount equal to 100% of the principal amount of the senior notes being redeemed plus any accrued and unpaid interest to the date of redemption.

The Company’s senior notes are not subject to any mandatory redemption or sinking fund requirements.

The indentures governing the Company’s senior notes contain covenants that, among other things, limit the Company’s ability to create liens securing certain indebtedness, enter into certain sale-leaseback transactions, or consolidate, merge or transfer certain assets. These covenants are subject to a number of important exceptions and qualifications. The Company was in compliance with these covenants at June 30, 2026.

The senior notes are obligations of Continental Resources, Inc. Additionally, certain of the Company’s wholly-owned consolidated subsidiaries (Banner Pipeline Company, L.L.C., CLR Asset Holdings, LLC, The Mineral Resources Company, LLC, Continental International Services LLC (successor to SCS1 Holdings LLC), Continental Innovations LLC, Jagged Peak Energy LLC, Parsley SoDe Water LLC, and Continental Pecos Power, LLC) fully and unconditionally guarantee the senior notes on a joint and several basis. The Company's subsidiaries formed under the laws of foreign jurisdictions (Continental Resources Argentina S.A.U. and Continental Resources Turkey Petrol Arama ve Üretim Limited Şirketi) are not currently required to guarantee the senior notes under the terms of the indentures governing such notes. The financial information of the guarantor group is not materially different from the consolidated financial statements of the Company. The Company’s other subsidiaries, whose assets, equity, and results of operations attributable to the Company are not material, do not guarantee the senior notes.

Note payable

See Note 10. Equity Investment for discussion of a promissory note entered into by the Company in March 2026.

Note 8. Commitments and Contingencies

Transportation, gathering, and processing commitments

The Company has entered into transportation, gathering, and processing commitments to guarantee capacity on crude oil and natural gas pipelines and natural gas processing facilities. Certain of the commitments, which have varying terms extending as far as 2038, require the Company to pay per-unit transportation, gathering, or processing charges regardless of the amount of capacity used. Future commitments remaining as of June 30, 2026 under the arrangements amount to approximately $1.3 billion, of which $121 million is expected to be incurred in the remainder of 2026, $244 million in 2027, $142 million in 2028, $87 million in 2029, $87 million in 2030, and $581 million thereafter. A portion of these future costs will be borne by other interest owners. The Company is not committed under the above contracts to deliver fixed and determinable quantities of crude oil or natural gas in the future. These commitments do not qualify as leases under ASC Topic 842 and are not recognized on the Company's balance sheet.

Litigation pertaining to 2022 take-private transaction

In April 2023, three separate putative class action lawsuits were consolidated under the caption In re Continental Resources, Inc. Shareholder Litigation, Case No. CJ-2022-4162, in the District Court of Oklahoma County, Oklahoma (the “Consolidated Action”). In the Consolidated Action, the plaintiffs, on behalf of themselves and all other similarly situated former shareholders of the Company, allege that Mr. Hamm, certain trusts established for the benefit of Mr. Hamm and/or his family members, and the Company’s other directors breached their fiduciary duties in connection with the 2022 take-private transaction and seek: (i) monetary damages; (ii) the costs and expenses associated with the lawsuits; and (iii) other equitable relief. In the second quarter of 2026 the parties reached a settlement to resolve this matter without any admission of liability, wrongdoing, or fault. The terms and conditions of the settlement agreement shall not become effective until the District Court of Oklahoma County, Oklahoma has entered an order

13


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

approving the settlement. If approved, the Company will make payments totaling $60.0 million for the benefit of the class, of which $23.5 million is expected to be recovered by the Company through insurance reimbursements, resulting in a net decrease to pre-tax income of $36.5 million that was recognized in the first quarter of 2026 and is included in “General and administrative expenses” in the condensed consolidated statements of income for the six months ended June 30, 2026.

In January 2023, FourWorld Deep Value Opportunities Fund I, LLC, FourWorld Event Opportunities, LP, FW Deep Value Opportunities I, LLC, FourWorld Global Opportunities Fund, Ltd., FourWorld Special Opportunities Fund, LLC, Corbin ERISA Opportunity Fund Ltd., and Quadre Investments, L.P. (collectively, “FourWorld”), all former shareholders of the Company, filed a petition in the District Court of Oklahoma County, Oklahoma, seeking appraisal of their respective shares of the Company’s common stock in connection with the 2022 take-private transaction. In April 2024, Quadre Investments, L.P. filed a voluntary dismissal with prejudice. The Company continues to vigorously defend itself against these claims.

Stock Redemption Agreement

In 2024, Continental entered into a Redemption Agreement with Mr. Hamm and certain members of his family whereby, following Mr. Hamm’s passing, his estate may, but is not obligated to, elect from time-to-time to require Continental to redeem sufficient shares to enable the estate to fund the payment of estate taxes and interest as they become due. Mr. Hamm’s potential estate tax liability is expected to be primarily based on the fair market value his estate assigns to his Continental stock at the time of passing. The agreement contemplates that the estate will defer and pay the potential estate taxes and related interest in installments over a period of up to 14 years as permitted by the Internal Revenue Code. Assuming the estate elects to exercise its redemption rights, Continental’s potential obligations are expected to occur over the same 14 year period in conjunction with the estate’s installment payments. The future value of Continental, the future tax laws and resulting estate tax liability, the timing of any redemptions, and the potential number and value of shares Continental may be required to redeem under the agreement are unknown and subject to numerous uncertainties and cannot be reasonably quantified. There have been no share repurchases or settlements under the agreement since its inception.

Note 9. Incentive Compensation

The Company has granted incentive compensation awards to employees pursuant to the Continental Resources, Inc. 2022 Long-Term Incentive Plan. Such awards generally vest annually, in one-third increments, over three years of employee service. The Company intends to settle all outstanding incentive awards vesting in the future in cash and, thus, the awards are classified as liability awards pursuant to ASC Topic 718, Compensation—Stock Compensation.

At June 30, 2026, the Company had recorded a current liability of $42.9 million and a non-current liability of $15.4 million in the captions “Accrued liabilities and other” and “Other noncurrent liabilities,” respectively, in the condensed consolidated balance sheets associated with the awards. Such amounts reflect the Company’s estimate of expected future cash payments multiplied by the percentage of requisite service periods that employees have completed as of June 30, 2026. The compensation expense associated with such awards, which is included in the caption “General and administrative expenses” in the condensed consolidated statements of income, totaled $28.1 million and $13.4 million for the three months ended June 30, 2026 and 2025, respectively, and $51.5 million and $36.8 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there was approximately $108.9 million of unrecognized liabilities and compensation expense related to unvested awards, which are expected to be recognized over a weighted average period of 1.6 years.

The Company’s incentive compensation liability will be remeasured each reporting period leading up to the applicable award vesting dates to reflect additional service rendered by employees and to reflect changes in expected cash payments arising from underlying changes in the value of the Company based on independent third party appraisals. Changes in the liability will be recorded as increases or decreases to compensation expense. The Company has estimated the number of forfeitures expected to occur in determining the amount of liability and expense to recognize.

14


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 10. Equity Investment

In March 2026, Continental entered into a joint venture with Mercuria Investments US, Inc. (“Mercuria”) pursuant to that certain Contribution Agreement, by and among Mercuria, Continental Pecos Power, LLC, a wholly-owned subsidiary of Continental (“Continental Pecos Power”), and Pecos Intermediate LLC, which serves as the joint venture entity (“Pecos Intermediate”) (the “Contribution Agreement”). The joint venture is building a 452 megawatt gas-fired power generation plant in Pecos, Texas. Pursuant to the Contribution Agreement and as of June 30, 2026, Continental Pecos Power had contributed $164 million to Pecos Intermediate to fund construction and development costs incurred to date in exchange for membership interests in Pecos Intermediate representing a 50% economic interest. Continental Pecos Power has board representation and holds a 50% non-controlling equity ownership interest in Pecos Intermediate. Continental is not deemed to be the primary beneficiary of the venture for accounting purposes under U.S. GAAP and thus accounts for its investment under the equity method of accounting within the caption "Investment in unconsolidated affiliates."

Continental Pecos Power has capital commitment obligations to Pecos Intermediate of up to $257.8 million, inclusive of the $164 million of contributions made to date through June 30, 2026. In addition, Pecos Intermediate’s operating agreement requires Continental Pecos Power to provide 50% of the credit support for certain credit support instruments in effect prior to Continental Pecos Power’s entry into the Contribution Agreement and certain third party credit support anticipated to be required in the future. The power generation plant is expected to become operational in 2027.

In connection with its entry into the joint venture, in March 2026 Continental Pecos Power executed a $150 million secured promissory note with Mercuria pursuant to which it borrowed the amount needed to fund its initial contribution and a portion of subsequent contributions. The note payable, which is included in the caption "Long-term debt, net of current portion" in the condensed consolidated balance sheet, matures in December 2035. The note contains customary affirmative and negative covenants and customary events of default. The note is secured by a pledge of Continental Pecos Power’s equity interests in Pecos Intermediate and, subject to limited exceptions, the proceeds of any cash generated by the joint venture and related agreements which is payable to Continental or Continental Pecos Power. Continental has guaranteed Continental Pecos Power’s obligations for capital commitments, certain current and future third party credit support obligations, and the note payable.

 

15


 

Note 11. Property Acquisitions

During the six months ended June 30, 2026, the Company executed several acquisitions of oil and gas properties in various areas totaling $698 million. The Company accounted for each acquisition as an asset acquisition under ASC Topic 805—Business Combinations. Of the purchase prices, a total of $92 million was allocated to proved properties and a total of $606 million was allocated to unproved properties, the amounts of which are subject to change as additional information is obtained. The acquired properties, a portion of which include the Company's international acquisitions of oil and gas assets in Argentina, primarily represented undeveloped acreage with no currently significant production or revenues.

Note 12. Income Taxes

In July 2025, the One Big Beautiful Bill Act (the “Act”) was enacted, which included a broad range of tax reform provisions affecting businesses such as the repeal of mandatory capitalization of research and development expenditures and the extension of 100% bonus depreciation. Upon implementing the provisions included in the Act in 2025, the Company incurred a corporate alternative minimum tax (“CAMT”) liability of $285 million. CAMT is a 15% minimum tax on the adjusted financial statement income (“AFSI”) of certain large corporations. The Company also recorded a deferred tax asset for CAMT credit carryforwards of $285 million at December 31, 2025.

On February 18, 2026, the Internal Revenue Service issued Notice 2026-7 (the “Notice”) that provides additional guidance on calculating CAMT. The Notice addresses disparities between financial accounting treatment and tax treatment in certain areas and provides new or modified AFSI adjustments that taxpayers may apply in determining their CAMT liability, including adjustments for domestic research and development costs which can reduce CAMT exposure for affected taxpayers.

The Notice is considered new information that clarifies the interpretation of existing income tax law for accounting purposes. In accordance with U.S. GAAP, the Company recognized the tax effects of the Notice in the first quarter of 2026, the reporting period that included the issuance date. As a result, the Company’s CAMT liability for the 2025 tax year was reduced by $224 million in the 2026 first quarter, with the impact reflected as an increase in the Company's net federal income tax receivable and a corresponding decrease in the deferred tax asset relating to CAMT credit carryforwards on the condensed consolidated balance sheet. The Notice had no impact on the Company's income tax expense or effective tax rate for the six months ended June 30, 2026.

 

16


 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this report and our historical consolidated financial statements and notes included in our Form 10-K for the year ended December 31, 2025.

The following discussion and analysis includes forward-looking statements and should be read in conjunction with the risk factors, if any, described in Part II, Item 1A. Risk Factors included in this report and in our Form 10-K for the year ended December 31, 2025, along with Cautionary Statement for the Purpose of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 at the beginning of this report, for information about the risks and uncertainties that could cause our actual results to be materially different than our forward-looking statements.

Overview

We are an independent crude oil and natural gas company engaged in the exploration, development, management, and production of crude oil and natural gas and associated products with properties primarily located in four leading basins in the United States – the Bakken field of North Dakota and Montana, the Anadarko Basin of Oklahoma, the Permian Basin of Texas, and the Powder River Basin of Wyoming. In the first half of 2026 we expanded our operations internationally via the acquisition of assets within the Vaca Muerta shale play in Argentina's Neuquén Basin. As of June 30, 2026 our activities in Argentina represent an immaterial portion of our consolidated production, revenues, and assets. Additionally, we pursue the acquisition and management of perpetually owned minerals located in our key operating areas, as well as opportunities to participate and contribute in the growing power generation sector.

We derive the majority of our operating income and cash flows from the sale of crude oil, natural gas, and natural gas liquids and expect this to continue in the future. As discussed in Note 1. Organization and Nature of Business—Voluntary Filer in Notes to Unaudited Condensed Consolidated Financial Statements, Continental Resources, Inc. is a privately held corporation and has no publicly available common shares outstanding.

Second Quarter 2026 Financial and Operating Metrics

Crude oil prices increased in 2026 and have remained elevated through the date of this filing as a result of geopolitical events and conflict in the Middle East that have impacted the global supply of crude oil. Crude oil prices remain volatile and unpredictable. Average NYMEX crude oil and natural gas market prices for the periods presented are shown in the table below.

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Average NYMEX prices:

 

 

 

 

 

 

 

 

 

 

 

 

WTI Crude oil ($/Bbl)

 

$

95.65

 

 

$

64.57

 

 

$

84.29

 

 

$

68.12

 

Henry Hub natural gas ($/MMBtu)

 

$

2.95

 

 

$

3.19

 

 

$

3.81

 

 

$

3.66

 

 

17


 

The following table contains financial and operating metrics for the periods presented. Average sales prices exclude any effect of derivative transactions. Per-unit expenses have been calculated using sales volumes.

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Average daily production:

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil (Bbl per day)

 

 

222,524

 

 

 

238,910

 

 

 

225,208

 

 

 

237,673

 

Natural gas (Mcf per day) (1)

 

 

1,266,272

 

 

 

1,208,484

 

 

 

1,310,388

 

 

 

1,182,676

 

Crude oil equivalents (Boe per day)

 

 

433,569

 

 

 

440,324

 

 

 

443,606

 

 

 

434,785

 

Average sales prices:

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil ($/Bbl)

 

$

96.81

 

 

$

62.52

 

 

$

84.21

 

 

$

66.33

 

Natural gas ($/Mcf) (1)

 

$

2.10

 

 

$

2.37

 

 

$

2.73

 

 

$

3.10

 

Production expenses ($/Boe)

 

$

5.54

 

 

$

5.01

 

 

$

5.37

 

 

$

5.09

 

Production and ad valorem taxes (% of net crude oil and natural gas sales)

 

 

7.7

%

 

 

7.7

%

 

 

7.5

%

 

 

7.6

%

DD&A ($/Boe)

 

$

16.08

 

 

$

15.74

 

 

$

16.44

 

 

$

15.84

 

Total general and administrative expenses ($/Boe)

 

$

2.36

 

 

$

1.40

 

 

$

2.65

 

 

$

1.57

 

 

(1)
Natural gas production volumes, sales volumes, and sales prices presented throughout management's discussion and analysis reflect the combined value for natural gas and natural gas liquids.

Three months ended June 30, 2026 compared to the three months ended June 30, 2025

Results of Operations

The following table presents selected financial and operating information for the periods presented.

 

 

Three months ended June 30,

 

In thousands

 

2026

 

 

2025

 

Crude oil, natural gas, and natural gas liquids sales

 

$

2,205,024

 

 

$

1,626,374

 

Gain on derivative instruments, net

 

 

347,988

 

 

 

451,254

 

Crude oil and natural gas service operations

 

 

37,445

 

 

 

33,750

 

Total revenues

 

 

2,590,457

 

 

 

2,111,378

 

Operating costs and expenses

 

 

(1,231,785

)

 

 

(1,133,550

)

Other expenses, net

 

 

(39,459

)

 

 

(46,778

)

Income before income taxes

 

 

1,319,213

 

 

 

931,050

 

Provision for income taxes

 

 

(287,055

)

 

 

(195,191

)

Income before equity in net loss of affiliate

 

 

1,032,158

 

 

 

735,859

 

Equity in net loss of affiliate

 

 

(36,022

)

 

 

(1,528

)

Net income

 

 

996,136

 

 

 

734,331

 

Net income attributable to noncontrolling interests

 

 

10,360

 

 

 

7,132

 

Net income attributable to Continental Resources

 

$

985,776

 

 

$

727,199

 

 

 

 

 

 

 

Production volumes:

 

 

 

 

 

 

Crude oil (MBbl)

 

 

20,250

 

 

 

21,741

 

Natural gas (MMcf)

 

 

115,230

 

 

 

109,972

 

Crude oil equivalents (MBoe)

 

 

39,455

 

 

 

40,069

 

Sales volumes:

 

 

 

 

 

 

Crude oil (MBbl)

 

 

20,280

 

 

 

21,853

 

Natural gas (MMcf)

 

 

115,230

 

 

 

109,972

 

Crude oil equivalents (MBoe)

 

 

39,485

 

 

 

40,181

 

 

18


 

 

Production

The following table summarizes the changes in our average daily Boe production by major operating area for the second quarter period.

 

 

 

Three months ended June 30,

 

 

 

 

Boe production per day

 

2026

 

 

2025

 

 

% Change

 

Bakken

 

 

170,906

 

 

 

199,215

 

 

 

(14

)%

Anadarko Basin

 

 

127,234

 

 

 

125,755

 

 

 

1

%

Powder River Basin

 

 

29,155

 

 

 

26,280

 

 

 

11

%

Permian Basin

 

 

100,508

 

 

 

84,184

 

 

 

19

%

All other

 

 

5,766

 

 

 

4,890

 

 

 

18

%

Total

 

 

433,569

 

 

 

440,324

 

 

 

(2

)%

 

The following table summarizes the changes in our production by product for the second quarter period.

 

 

Three months ended June 30,

 

 

 

 

 

Volume

 

 

2026

 

 

2025

 

 

Volume

 

 

percent

 

 

Volume

 

 

Percent

 

 

Volume

 

 

Percent

 

 

change

 

 

change

 

Crude oil (MBbl)

 

 

20,250

 

 

 

51

%

 

 

21,741

 

 

 

54

%

 

 

(1,491

)

 

 

(7

)%

Natural gas (MMcf)

 

 

115,230

 

 

 

49

%

 

 

109,972

 

 

 

46

%

 

 

5,258

 

 

 

5

%

Total (MBoe)

 

 

39,455

 

 

 

100

%

 

 

40,069

 

 

 

100

%

 

 

(614

)

 

 

(2

)%

 

The 7% decrease in crude oil production and 5% increase in natural gas production in the 2026 second quarter compared to the 2025 second quarter were driven by changes in the allocation of capital between our operating areas and variation in the timing of new well completions between years.

Revenues

Our revenues consist of sales of crude oil, natural gas, and natural gas liquids, gains and losses resulting from changes in the fair value of our crude oil and natural gas derivative instruments, and revenues associated with crude oil and natural gas service operations.

Crude oil, natural gas, and natural gas liquids sales. Sales totaled $2.21 billion for the second quarter of 2026, a 36% increase compared to sales of $1.63 billion for the second quarter of 2025 due to increases in crude oil sales prices and natural gas sales volumes, partially offset by decreases in natural gas sales prices and crude oil sales volumes.

Total sales volumes for the second quarter of 2026 decreased 696 MBoe, or 2%, compared to the second quarter of 2025 primarily due to the previously described decrease in crude oil production volumes. For the second quarter of 2026, our crude oil sales volumes decreased 7%, while our natural gas sales volumes increased 5% compared to the second quarter of 2025.

Our crude oil sales prices averaged $96.81 per barrel in the second quarter of 2026 compared to $62.52 per barrel for the second quarter of 2025 due to the previously described increase in market prices. Our natural gas sales prices averaged $2.10 per Mcf for the second quarter of 2026 compared to $2.37 per Mcf for the second quarter of 2025.

Derivatives. Changes in settled and future commodity prices during the second quarter of 2026 had a net favorable impact on the fair value of our derivatives, which resulted in positive revenue adjustments totaling $348.0 million for the period, representing $621.1 million of unsettled non-cash gains partially offset by $273.1 million of realized cash losses, compared to positive revenue adjustments totaling $451.3 million in the second quarter of 2025. The significant non-cash gains recognized in the 2026 second quarter were driven by a decrease in forward crude oil market prices as of June 30, 2026 compared to March 31, 2026. See Note 5. Derivative Instruments in Notes to Unaudited Condensed Consolidated Financial Statements for further information on the gains and losses recognized on our derivative instruments in the second quarter of 2026.

 

19


 

Operating Costs and Expenses

Production Expenses. Production expenses increased $17.2 million, or 9%, to $218.7 million for the second quarter of 2026 compared to $201.4 million for the second quarter of 2025 primarily due to higher workover-related activities aimed at enhancing production from producing properties. Production expenses on a per-Boe basis averaged $5.54 per Boe for the second quarter of 2026 compared to $5.01 per Boe for the second quarter of 2025.

Production and Ad Valorem Taxes. Production and ad valorem taxes increased $44.0 million, or 37%, to $163.4 million for the second quarter of 2026 compared to $119.4 million for the second quarter of 2025 due to an increase in crude oil revenues. Our production taxes as a percentage of net sales averaged 7.7% for the second quarter of 2026, consistent with 7.7% for the second quarter of 2025.

Transportation, gathering, processing, and compression. These charges increased $4.2 million, or 6%, to $80.1 million for the second quarter of 2026 compared to $75.8 million for the second quarter of 2025 due to changes in marketing terms and arrangements utilized between periods and changes in our working interest share of cost burdens in certain operating areas.

Depreciation, Depletion, Amortization and Accretion. DD&A totaled $635.0 million for the second quarter of 2026, consistent with $632.6 million for the second quarter of 2025. The following table shows the components of our DD&A on a unit of sales basis for the periods presented.

 

 

Three months ended June 30,

 

$/Boe

 

2026

 

 

2025

 

Crude oil and natural gas properties

 

$

15.19

 

 

$

15.01

 

Other equipment

 

 

0.70

 

 

 

0.58

 

Asset retirement obligation accretion

 

 

0.19

 

 

 

0.15

 

Depreciation, depletion, amortization and accretion

 

$

16.08

 

 

$

15.74

 

General and Administrative Expenses. Total G&A expenses increased $36.9 million to $93.4 million for the second quarter of 2026 compared to $56.5 million for the second quarter of 2025. Such expenses include charges for incentive compensation awards of $28.1 million and $13.4 million for the second quarters of 2026 and 2025, respectively, the increase of which was driven by changes in the remeasurement of outstanding award liabilities resulting from variation in the value of the Company between periods. G&A expenses other than incentive compensation awards totaled $65.3 million for the second quarter of 2026 compared to $43.1 million for the second quarter of 2025. This increase was driven by the growth of our operations over the past year including our expansion into international jurisdictions, an annual increase in employee-related costs and benefits, software enhancements, and lower overhead and cost recoveries from joint interest owners due to a decrease in drilling and completion spending compared to the prior period. The following table shows the components of G&A expenses on a unit of sales basis for the periods presented. The per-unit G&A rate recognized for the second quarter of 2026 is not expected to continue and future periods are expected to be more in line with our historical averages.

 

 

Three months ended June 30,

 

$/Boe

 

2026

 

 

2025

 

General and administrative expenses excluding incentive compensation

 

$

1.65

 

 

$

1.07

 

Long-term incentive compensation awards

 

 

0.71

 

 

 

0.33

 

Total general and administrative expenses

 

$

2.36

 

 

$

1.40

 

 

Income Taxes. For the second quarters of 2026 and 2025 we provided for income taxes at a combined federal and state tax rate of 23.5% of our pre-tax income. We recorded income tax provisions of $287.1 million and $195.2 million for the second quarters of 2026 and 2025, respectively, which resulted in effective tax rates of 21.8% and 21.0%, respectively, after taking into account the application of statutory tax rates, permanent taxable differences, estimated tax credits, and other items.

20


 

Six months ended June 30, 2026 compared to the six months ended June 30, 2025

Results of Operations

The following table presents selected financial and operating information for the periods presented.

 

 

Six months ended June 30,

 

In thousands

 

2026

 

 

2025

 

Crude oil, natural gas, and natural gas liquids sales

 

$

4,052,607

 

 

$

3,516,581

 

Gain (loss) on derivative instruments, net

 

 

(760,136

)

 

 

135,252

 

Crude oil and natural gas service operations

 

 

76,033

 

 

 

69,998

 

Total revenues

 

 

3,368,504

 

 

 

3,721,831

 

Operating costs and expenses

 

 

(2,507,777

)

 

 

(2,274,486

)

Other expenses, net

 

 

(80,349

)

 

 

(98,304

)

Income before income taxes

 

 

780,378

 

 

 

1,349,041

 

Provision for income taxes

 

 

(163,623

)

 

 

(281,571

)

Income before equity in net loss of affiliate

 

 

616,755

 

 

 

1,067,470

 

Equity in net loss of affiliate

 

 

(60,047

)

 

 

(14,415

)

Net income

 

 

556,708

 

 

 

1,053,055

 

Net income attributable to noncontrolling interests

 

 

12,159

 

 

 

9,850

 

Net income attributable to Continental Resources

 

$

544,549

 

 

$

1,043,205

 

 

 

 

 

 

 

Production volumes:

 

 

 

 

 

 

Crude oil (MBbl)

 

 

40,763

 

 

 

43,019

 

Natural gas (MMcf)

 

 

237,180

 

 

 

214,064

 

Crude oil equivalents (MBoe)

 

 

80,293

 

 

 

78,696

 

Sales volumes:

 

 

 

 

 

 

Crude oil (MBbl)

 

 

40,427

 

 

 

43,005

 

Natural gas (MMcf)

 

 

237,180

 

 

 

214,064

 

Crude oil equivalents (MBoe)

 

 

79,957

 

 

 

78,682

 

Production

The following table summarizes the changes in our average daily Boe production by major operating area for the year to date period.

 

 

 

Six months ended June 30,

 

 

 

 

Boe production per day

 

2026

 

 

2025

 

 

% Change

 

Bakken

 

 

177,095

 

 

 

191,589

 

 

 

(8

)%

Anadarko Basin

 

 

129,703

 

 

 

126,811

 

 

 

2

%

Powder River Basin

 

 

30,157

 

 

 

26,926

 

 

 

12

%

Permian Basin

 

 

101,516

 

 

 

84,536

 

 

 

20

%

All other

 

 

5,135

 

 

 

4,923

 

 

 

4

%

Total

 

 

443,606

 

 

 

434,785

 

 

 

2

%

The following table summarizes the changes in our production by product for the year to date period.

 

 

Six months ended June 30,

 

 

 

 

 

Volume

 

 

2026

 

 

2025

 

 

Volume

 

 

percent

 

 

Volume

 

 

Percent

 

 

Volume

 

 

Percent

 

 

change

 

 

change

 

Crude oil (MBbl)

 

 

40,763

 

 

 

51

%

 

 

43,019

 

 

 

55

%

 

 

(2,256

)

 

 

(5

)%

Natural gas (MMcf)

 

 

237,180

 

 

 

49

%

 

 

214,064

 

 

 

45

%

 

 

23,116

 

 

 

11

%

Total (MBoe)

 

 

80,293

 

 

 

100

%

 

 

78,696

 

 

 

100

%

 

 

1,597

 

 

 

2

%

The 5% decrease in crude oil production and 11% increase in natural gas production for year to date 2026 compared to year to date 2025 were driven by changes in the allocation of capital between our operating areas and variation in the timing of new well completions between years.

21


 

Revenues

Crude oil, natural gas, and natural gas liquids sales. Sales for year to date 2026 totaled $4.05 billion, a 15% increase compared to $3.52 billion for the comparable 2025 period driven by increases in crude oil sales prices and natural gas sales volumes, partially offset by decreases in natural gas sales prices and crude oil sales volumes.

Total sales volumes for year to date 2026 increased 1,275 MBoe, or 2%, compared to year to date 2025 primarily due to the previously described increase in natural gas production volumes. For year to date 2026, our natural gas sales volumes increased 11%, while our crude oil sales volumes decreased 6% compared to year to date 2025.

Our crude oil sales prices averaged $84.21 per barrel for year to date 2026 compared to $66.33 per barrel for year to date 2025 due to the previously described increase in market prices. Our natural gas sales prices averaged $2.73 per Mcf for year to date 2026 compared to $3.10 per Mcf for year to date 2025.

Derivatives. Changes in settled and future commodity prices during the six months ended June 30, 2026 had a net unfavorable impact on the fair value of our derivatives, which resulted in negative revenue adjustments totaling $760.1 million for the period, representing $387.2 million of realized cash losses and $372.9 million of unsettled non-cash losses, compared to positive revenue adjustments totaling $135.3 million in the comparable 2025 period. The significant cash and non-cash losses recognized for year to date 2026 were driven by the aforementioned increase in crude oil market prices during the period. See Note 5. Derivative Instruments in Notes to Unaudited Condensed Consolidated Financial Statements for further information on the gains and losses recognized on our derivative instruments for year to date 2026.

Operating Costs and Expenses

Production Expenses. Production expenses increased $28.7 million, or 7%, to $429.5 million for year to date 2026 compared to $400.8 million for year to date 2025 due to an increase in total production volumes and higher workover-related activities aimed at enhancing production from producing properties. Production expenses on a per-Boe basis averaged $5.37 per Boe for year to date 2026 compared to $5.09 per Boe for year to date 2025.

Production and Ad Valorem Taxes. Production and ad valorem taxes increased $37.7 million, or 15%, to $292.4 million for year to date 2026 compared to $254.8 million for year to date 2025 due to an increase in crude oil revenues. Our production taxes as a percentage of net sales averaged 7.5% for year to date 2026, consistent with 7.6% for year to date 2025.

Transportation, gathering, processing, and compression. These charges increased $7.9 million, or 5%, to $162.6 million for year to date 2026 compared to $154.7 million for year to date 2025 due to a 2% increase in total sales volumes, changes in marketing terms and arrangements utilized between periods, and changes in our working interest share of cost burdens in certain operating areas.

Depreciation, Depletion, Amortization and Accretion. Total DD&A increased $68.1 million, or 5%, to $1.31 billion for year to date 2026 compared to $1.25 billion for year to date 2025 due to a 2% increase in total sales volumes coupled with an increase in our DD&A rate per Boe. The following table shows the components of our DD&A on a unit of sales basis for the periods presented.

 

 

Six months ended June 30,

 

$/Boe

 

2026

 

 

2025

 

Crude oil and natural gas properties

 

$

15.59

 

 

$

15.10

 

Other equipment

 

 

0.67

 

 

 

0.58

 

Asset retirement obligation accretion

 

 

0.18

 

 

 

0.16

 

Depreciation, depletion, amortization and accretion

 

$

16.44

 

 

$

15.84

 

General and Administrative Expenses. Total G&A expenses increased $88.7 million to $212.2 million for year to date 2026 compared to $123.5 million for year to date 2025. Such expenses include charges for incentive compensation awards of $51.5 million and $36.8 million for the year to date periods of 2026 and 2025, respectively, the increase of which was driven by changes in the remeasurement of outstanding award liabilities resulting from variation in the value of the Company between periods. G&A expenses other than incentive compensation awards totaled $160.7 million for year to date 2026 compared to $86.7 million for year to date 2025. This increase was driven by the nonrecurring legal costs described in Notes to Unaudited Condensed Consolidated Financial

22


 

Statements–Note 8. Commitments and Contingencies, the growth of our operations over the past year including our expansion into international jurisdictions, an annual increase in employee-related costs and benefits, software enhancements, and lower overhead and cost recoveries from joint interest owners due to a decrease in drilling and completion spending compared to the prior period. The following table shows the components of G&A expenses on a unit of sales basis for the periods presented. The per-unit G&A rate recognized for year to date 2026 is not expected to continue and future periods are expected to be more in line with our historical averages.

 

 

Six months ended June 30,

 

$/Boe

 

2026

 

 

2025

 

General and administrative expenses excluding incentive compensation

 

$

2.01

 

 

$

1.10

 

Long-term incentive compensation awards

 

 

0.64

 

 

 

0.47

 

Total general and administrative expenses

 

$

2.65

 

 

$

1.57

 

Income Taxes. For the six months ended June 30, 2026 and 2025 we provided for income taxes at a combined federal and state tax rate of 23.5% of our pre-tax income. We recorded income tax provisions of $163.6 million and $281.6 million for the year to date periods of 2026 and 2025, respectively, which resulted in effective tax rates of 21.0% and 20.9%, respectively, after taking into account the application of statutory tax rates, permanent taxable differences, estimated tax credits, and other items.

Liquidity and Capital Resources

Our primary sources of liquidity have historically been cash flows generated from operating activities, financing provided by our credit facility, and the issuance of debt securities. Additionally, asset dispositions and joint development arrangements have provided a source of cash flow for use in reducing debt and enhancing liquidity.

At June 30, 2026, we had $1.8 billion of borrowing availability with no outstanding borrowings under our credit facility, along with $2.2 billion of cash on hand. Our credit facility, which is unsecured and has no borrowing base subject to redetermination, does not mature until October 2029. We have the option to extend the October 2029 maturity date by up to two additional one-year periods subject to lender consent.

The Company anticipates using a portion of its current cash reserves to repay its senior notes maturing in November 2026 and to fund acquisitions.

Based on our planned capital spending, our forecasted cash flows and projected levels of indebtedness, we expect to maintain compliance with the covenants under our credit facility and senior note indentures. Further, based on current market indications, we expect to meet our contractual cash commitments to third parties as of June 30, 2026, including those subsequently described under the heading Future Capital Requirements, recognizing we may be required to meet such commitments even if our business plan assumptions were to change. We monitor our capital spending closely based on actual and projected cash flows and have the ability to reduce spending or dispose of assets if needed to preserve liquidity and financial flexibility to fund our operations.

Cash Flows

Cash flows from operating activities

Net cash provided by operating activities increased $299 million, or 13%, to $2.57 billion for year to date 2026 compared to $2.27 billion for year to date 2025. This increase was primarily driven by a $536 million increase in crude oil, natural gas, and NGL revenues and a $309 million decrease in cash payments for income taxes, partially offset by a $492 million increase in realized cash losses on matured commodity derivatives along with changes in working capital items from period to period.

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Cash flows from investing activities

Net cash used in investing activities totaled $1.75 billion for year to date 2026 compared to $1.69 billion for year to date 2025. Our investing cash flows for year to date 2026 included $1.64 billion of exploration, development, and leasehold acquisition costs, consistent with $1.61 billion for year to date 2025. For full year 2026 our capital expenditures budget excluding acquisitions is approximately $2.8 billion compared to $3.1 billion of non-acquisition capital spending in full year 2025.

Cash flows from financing activities

Net cash used in financing activities for year to date 2026 totaled $13.8 million representing net distributions to noncontrolling interests. Net cash used in financing activities for year to date 2025 totaled $50.1 million primarily consisting of $35.2 million of net repayments on outstanding debt and $14.1 million of net distributions to noncontrolling interests.

Future Sources of Financing

Although we cannot provide any assurance, we believe funds from operating cash flows, our cash balance, and availability under our credit facility should be sufficient to meet our normal operating needs, debt service obligations, budgeted capital expenditures, and cash payments for income taxes for at least the next 12 months and to meet our contractual cash commitments to third parties described under the heading Future Capital Requirements beyond 12 months.

Based on current market indications, our budgeted capital spending plans over the next 12 months are expected to be funded from operating cash flows. Any deficiencies in operating cash flows relative to budgeted spending are expected to be funded by our cash balance and borrowings under our credit facility. If cash flows are materially impacted by declines in commodity prices or an increase in costs, we have the ability to reduce our capital expenditures or utilize the availability of our credit facility if needed to fund our operations.

We may choose to access banking or debt capital markets for additional financing or capital to fund our operations or take advantage of business opportunities that may arise. Further, we may sell assets or enter into strategic joint development opportunities in order to obtain funding if such transactions can be executed on satisfactory terms. However, no assurance can be given that such transactions will occur.

Credit facility

We have an unsecured credit facility, maturing in October 2029, with aggregate lender commitments totaling $1.8 billion. We have the option to extend the October 2029 maturity date by up to two additional one-year periods subject to lender consent. The commitments are from a syndicate of 14 banks and financial institutions. We believe each member of the current syndicate has the capability to fund its commitment.

The commitments under our credit facility are not dependent on a borrowing base calculation subject to periodic redetermination based on changes in commodity prices and proved reserves. Additionally, downgrades or other negative rating actions with respect to our credit rating do not trigger a reduction in our current credit facility commitments, nor do such actions trigger a security requirement or change in covenants.

Our credit facility contains restrictive covenants that may limit our ability to, among other things, incur additional indebtedness, incur liens, engage in sale and leaseback transactions, or merge, consolidate or sell all or substantially all of our assets. Our credit facility also contains a requirement that we maintain a consolidated net debt to total capitalization ratio of no greater than 0.65 to 1.00. See Notes to Unaudited Condensed Consolidated Financial Statements–Note 7. Debt for a discussion of how this ratio is calculated pursuant to our credit agreement.

We were in compliance with our credit facility covenants at June 30, 2026 and expect to maintain compliance. At June 30, 2026, our consolidated net debt to total capitalization ratio was 0.15. We do not believe the credit facility covenants are reasonably likely to limit our ability to undertake additional debt financing if needed to support our business.

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Future Capital Requirements

Our material future cash requirements are summarized below. Based on current market indications, we expect to meet our contractual cash commitments to third parties as of June 30, 2026, recognizing we may be required to meet such commitments even if our business plan assumptions were to change.

Senior notes

Our debt includes outstanding senior note obligations totaling $4.8 billion at June 30, 2026, exclusive of interest payment obligations thereon. Our senior notes are not subject to any mandatory redemption or sinking fund requirements. The earliest scheduled senior note maturity is our $800 million of 2026 Notes due in November 2026, which is reflected as a current liability in the caption "Current portion of long-term debt" in the condensed consolidated balance sheet. We expect to fully redeem our 2026 Notes by the maturity date using available cash on hand or credit facility borrowing capacity. For further information on the face values, maturity dates, semi-annual interest payment dates, optional redemption periods and covenant restrictions related to our senior notes, refer to Note 7. Debt in Notes to Unaudited Condensed Consolidated Financial Statements.

We were in compliance with our senior note covenants at June 30, 2026 and expect to maintain compliance. We do not believe the senior note covenants will materially limit our ability to undertake additional debt financing. Downgrades or other negative rating actions with respect to the credit ratings assigned to our senior unsecured debt do not trigger additional senior note covenants.

Credit facility borrowings

As of July 31, 2026, we continued to have no outstanding borrowings on our credit facility.

Transportation, gathering, and processing commitments

We have entered into transportation, gathering, and processing commitments to guarantee capacity on crude oil and natural gas pipelines and natural gas processing facilities that require us to pay per-unit charges regardless of the amount of capacity used. Future commitments remaining as of June 30, 2026 under the arrangements amount to approximately $1.3 billion. See Note 8. Commitments and Contingencies in Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Capital expenditures

For 2026, our capital expenditures excluding acquisitions are forecasted to be approximately $2.8 billion. For the six months ended June 30, 2026, we invested $1.2 billion in our capital program excluding $698 million of unbudgeted acquisitions.

Our drilling and completion activities and the actual amount and timing of our capital expenditures may differ materially from our budget as a result of, among other things, available cash flows, unbudgeted acquisitions, actual drilling and completion results, operational process improvements, the availability of drilling and completion rigs and other services and equipment, cost inflation, the impact of tariffs or trade restrictions, the availability of transportation, gathering and processing capacity, changes in commodity prices, and regulatory, technological and competitive developments. We monitor our capital spending closely based on actual and projected cash flows and may adjust our spending should commodity prices materially change from current levels. We expect to continue participating as a buyer of properties when and if we have the ability to increase our position in strategic plays at attractive terms.

Stock redemption agreement

See Note 8. Commitments and ContingenciesStock Redemption Agreement in Notes to Unaudited Condensed Consolidated Financial Statements.

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Equity investment

See Note 10. Equity Investment in Notes to Unaudited Condensed Consolidated Financial Statements for discussion of a joint venture entered into by the Company in March 2026 and related promissory note, capital commitments, and guarantees associated with the venture.

Derivative Instruments

The fair value of our crude oil and natural gas derivative instruments at June 30, 2026 was a net asset of $8.4 million. See Note 5. Derivative Instruments in Notes to Unaudited Condensed Consolidated Financial Statements for further discussion of our hedging activities, including a summary of derivative contracts in place as of June 30, 2026. The estimated fair value of our derivatives is highly sensitive to market price volatility and therefore subject to significant fluctuations from period to period. See Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk for information on how hypothetical changes in commodity prices would impact the fair value of our crude oil and natural gas derivatives as of June 30, 2026.

Critical Accounting Policies and Estimates

There have been no changes in our critical accounting policies and estimates from those disclosed in our 2025 Form 10-K.

Inflation

Inflationary pressures experienced in recent years may persist or worsen. Some of the underlying factors impacting inflation may include, but are not limited to, geopolitical events and military actions affecting crude oil-producing nations that impact the global supply of crude oil, global supply chain disruptions, the imposition of trade restrictions or other governmental actions related to tariffs or trade policies, shipping bottlenecks, labor market constraints, increased competition for goods and services, and side effects from monetary and fiscal policies. It is uncertain at this time to what extent changes in trade restrictions and tariffs will have on our business. Tariffs on foreign goods and services could result in reciprocal tariffs on U.S. goods and services, which could impact the demand for and price of crude oil, natural gas, and natural gas liquids and increase inflationary pressures on, or impact the availability of, certain supplies, equipment and materials that we use to conduct our business. If inflationary pressures persist or worsen, we may incur additional costs for equipment and materials and from service providers. Our budgeted expenditures include an estimate for the potential impact of cost inflation and increased costs resulting from tariffs and, despite inflationary pressures, we expect to continue generating significant amounts of free cash flow at current commodity price levels.

.

 

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

General. We are exposed to a variety of market risks including commodity price risk, credit risk, interest rate risk, and foreign currency exchange risk. We seek to address these risks through a program of risk management which may include the use of derivative instruments.

Commodity Price Risk. Our primary market risk exposure is in the prices we receive from sales of crude oil, natural gas, and natural gas liquids. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas and natural gas liquids production. Commodity prices have been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for production depend on many factors outside of our control, including differences between product prices at sales points and the applicable index prices. Based on our average daily production for the six months ended June 30, 2026, and excluding the effect of derivative instruments in place, our annual revenue would increase or decrease by approximately $822 million for each $10.00 per barrel change in crude oil prices at June 30, 2026 and $478 million for each $1.00 per Mcf change in natural gas prices at June 30, 2026.

To reduce price risk caused by market fluctuations in commodity prices, from time to time we economically hedge a portion of our anticipated production as part of our risk management program. In addition, we may utilize basis contracts to hedge the differential between derivative contract index prices and those of our physical pricing points. Reducing our exposure to price volatility helps secure funds to be used for our capital program and general corporate purposes. Our decision on the quantity and price at which we choose to hedge our production is based in part on our view of current and future market conditions. We may choose not to hedge future production if the price environment for certain time periods is deemed to be unfavorable. Additionally, we may choose to settle existing derivative positions prior to the expiration of their contractual maturities. While hedging, if utilized, limits the downside risk of adverse price movements, it also limits future revenues from upward price movements.

The fair value of our crude oil and natural gas derivative instruments at June 30, 2026 was a net asset of $8.4 million, which is comprised of a $223.4 million net asset associated with our natural gas derivatives offset by a $215.0 million net liability associated with our crude oil derivatives. The following table shows how a hypothetical +/- 10% change in the underlying forward prices used to calculate the fair value of such derivatives would impact the fair value estimates as of June 30, 2026.

 

 

 

 

Hypothetical Fair Value

 

In thousands

 

Change in Forward Price

 

Asset (Liability)

 

Crude Oil

 

-10%

 

$

142,899

 

Crude Oil

 

+10%

 

$

(577,870

)

Natural Gas

 

-10%

 

$

342,679

 

Natural Gas

 

+10%

 

$

104,284

 

 

Changes in the fair value of our crude oil and natural gas derivatives from the above price sensitivities would produce a corresponding change in our total revenues.

Credit Risk. We monitor our risk of loss due to non-performance by counterparties of their contractual obligations. Our principal exposure to credit risk is through the sale of our production, which we market to energy marketing companies, crude oil refining companies, and natural gas gathering and processing companies ($1.1 billion in receivables at June 30, 2026), and our joint interest and other receivables ($399.8 million at June 30, 2026).

 

We monitor our exposure to counterparties on our commodity sales primarily by reviewing credit ratings, financial statements and payment history. We extend credit terms based on our evaluation of each counterparty’s credit worthiness. We have not generally required our counterparties to provide collateral to secure commodity sales receivables owed to us. Historically, our credit losses on commodity sales receivables have been immaterial.

Joint interest receivables arise from billing the individuals and entities who own a partial interest in the wells we operate. These individuals and entities participate in our wells primarily based on their ownership in leases included in units on which we wish to drill. We can do very little to choose who participates in our wells. In order to minimize our exposure to this credit risk we generally request prepayment of drilling costs where it is allowed by contract or state law. For such prepayments, a liability is recorded and

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subsequently reduced as the associated work is performed. This liability was $85.5 million at June 30, 2026, which will be used to offset future capital costs when billed. In this manner, we reduce credit risk. We may have the right to place a lien on a co-owner's interest in the well, to net production proceeds against amounts owed in order to secure payment or, if necessary, foreclose on the interest. Historically, our credit losses on joint interest receivables have been immaterial.

Interest Rate Risk. Our exposure to changes in interest rates relates primarily to variable-rate borrowings we may have outstanding from time to time under our credit facility. Credit facility borrowings bear interest at market-based interest rates plus a margin based on the terms of the borrowing and the credit ratings assigned to our senior, unsecured, long-term indebtedness. All of our other long-term indebtedness is fixed rate and does not expose us to the risk of cash flow loss due to changes in market interest rates.

We had no variable rate borrowings outstanding on our credit facility at July 31, 2026.

We manage our interest rate exposure by monitoring both the effects of market changes in interest rates and the proportion of our debt portfolio that is variable-rate versus fixed-rate debt. We may utilize interest rate derivatives to alter interest rate exposure in an attempt to reduce interest rate expense related to existing debt issues. Interest rate derivatives may be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio. We currently have no interest rate derivatives.

Foreign Currency Exchange Risk. We are exposed to foreign currency exchange risk associated with our international operations in Argentina. We currently have no foreign currency derivative instruments in place to manage foreign currency risk. However, we may enter into such instruments in the future as our international operations increase in size and scope.

 

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded the Company’s disclosure controls and procedures were effective as of June 30, 2026 to ensure information required to be disclosed in the reports it files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and information required to be disclosed under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2026, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Controls and Procedures

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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal control will provide only reasonable assurance that the objectives of the internal control system are met.

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PART II. Other Information

ITEM 1. Legal Proceedings

We are involved in various legal proceedings including, but not limited to, commercial disputes, claims from royalty and surface owners, property damage claims, claims made by former shareholders in connection with our take-private transaction, antitrust claims related to the market price of hydrocarbons, personal injury claims, regulatory compliance matters, disputes with tax authorities and other matters. While the outcome of these legal matters cannot be predicted with certainty, we do not expect them to have a material adverse effect on our financial condition, results of operations or cash flows. See Note 8. Commitments and Contingencies in Notes to Unaudited Condensed Consolidated Financial Statements for additional information on litigation pertaining to our 2022 take-private transaction.

ITEM 1A. Risk Factors

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our 2025 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in this Form 10-Q, if any, and in our 2025 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

There have been no material changes in our risk factors from those disclosed in our 2025 Form 10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

 

ITEM 3. Defaults Upon Senior Securities

Not applicable.

 

ITEM 4. Mine Safety Disclosures

Not applicable.

 

ITEM 5. Other Information

Not applicable.

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ITEM 6. Exhibits

The exhibits required to be filed pursuant to Item 601 of Regulation S-K are set forth below.

3.1

 

Conformed version of Seventh Amended and Restated Certificate of Incorporation of Continental Resources, Inc. filed as Exhibit 3.1 to the Company's Form 10-K for the year ended December 31, 2024 (Commission File No. 001-32886) filed February 24, 2025 and incorporated herein by reference.

 

 

 

3.2

 

Sixth Amended and Restated Bylaws of Continental Resources, Inc. filed as Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended September 30, 2024 (Commission File No. 001-32886) filed November 12, 2024 and incorporated herein by reference.

 

 

 

31.1*

 

Certification of the Company’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. Section 7241).

 

 

 

31.2*

 

Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. Section 7241).

 

 

 

101.INS*

 

Inline XBRL Instance Document - the Inline XBRL 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 Taxonomy Extension Schema Document with Embedded Linkbases Document

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

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SIGNATURE

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.

 

 

 

CONTINENTAL RESOURCES, INC.

 

 

 

 

 

Date:

July 31, 2026

By:

/s/ John D. Hart

 

 

 

John D. Hart

 

 

 

Chief Financial Officer and Executive Vice President of Strategic Planning

(Duly Authorized Officer and Principal Financial Officer)

 

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