Shareholders’ Equity and Noncontrolling Interest |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ Equity and Noncontrolling Interest | Note 9—Shareholders’ Equity and Noncontrolling Interest Corporation Reorganization and Stock Conversions In connection with the Reorganization, certain shareholders surrendered 48.9 million shares of Class C Common Stock to the Company for no value, which shares were subsequently canceled, and thereafter the corresponding underlying common units of OpCo (“Common Units”) were contributed to the new public holding company in exchange for newly issued shares of its Class A Common Stock. No Class A Common Stock or Class C Common Stock was sold as part of these transactions, and the aggregate amount of the Company’s total common stock outstanding remained the same following the Reorganization as existing common stock of the Company was exchanged for corresponding equity of the new public holding company on a one-for-one basis. A portion of the Class C Common Stock surrendered in connection with the Reorganization was held by certain executive officers and entities controlled by a member of the Company’s board of directors and constituted a related party transaction in accordance with ASC 850, Related Party Transactions. No cash was exchanged and no amounts due from or to the related parties were recorded in connection with the transaction. During the six months ended June 30, 2026 and 2025, including the exchanges completed in connection with the Reorganization, certain legacy owners of Colgate Energy Partners III, LLC (“Colgate”) and Earthstone Energy, Inc. (“Earthstone”) exchanged an aggregate 84.4 million and 0.5 million, respectively, of their Common Units, with the cancellation of a corresponding number of shares of Class C Common Stock, for an equivalent number of shares of Class A Common Stock. Deferred tax liabilities of $137.0 million and less than $0.1 million were recorded in equity as a result of the conversions of shares from the noncontrolling interest owners for the six months ended June 30, 2026 and 2025, respectively. No cash proceeds were received by the Company in connection with these transactions. Noncontrolling Interest The noncontrolling interest related to Common Units that were issued in connection with the merger with Colgate on September 1, 2022, and the merger with Earthstone on November 1, 2023. The noncontrolling interest percentage was affected by various equity transactions such as conversions of Common Units for Class A Common Stock (and corresponding Class C Common Stock cancellations) and transactions involving Class A Common Stock. The Company consolidates the financial position, results of operations and cash flows of OpCo and reflects the portion retained by other holders of Common Units as a noncontrolling interest. Refer to the consolidated statements of shareholders’ equity for a summary of the activity attributable to the noncontrolling interest during the periods presented. The exchanges related to the Reorganization reduced the noncontrolling interest ownership of OpCo from 10% as of December 31, 2025, to approximately 4%. Separate from and subsequent to the Reorganization, the remaining legacy owners exchanged all of their outstanding Common Units for Class A Common Stock, reducing the noncontrolling interest to zero as of March 31, 2026. Dividends The following table summarizes the Company’s dividend per share of Class A Common Stock and distribution per Common Unit (each of which has an underlying share of Class C Common Stock) declared and paid during each period:
Repurchase Program The Company’s board of directors authorized a stock repurchase program to acquire up to $1 billion of the Company’s outstanding common stock (the “Repurchase Program”), which was approved to run on an indefinite basis and can be used by the Company to reduce its shares of common stock outstanding. Repurchases may be made from time to time in the open-market or via privately negotiated transactions at the Company’s discretion and will be subject to market conditions, applicable legal requirements, available liquidity, compliance with the Company’s debt agreements and other factors. The Repurchase Program does not require any specific number of shares to be acquired and can be modified or discontinued by the Company’s board of directors at any time. During the six months ended June 30, 2025, the Company paid $43.3 million to repurchase 4.1 million shares of Class A Common Stock at a weighted average price of $10.52 per share as part of the Repurchase Program. The shares that were repurchased were subsequently canceled by the Company.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||