

	June 30,		December 31,
	2026		2025		Interest Rate	Maturity

	(in millions)

Revolving Credit Facility	$	—	$	—	SOFR plus 2.25%-3.25% ABR plus 1.25%-2.25%(a)	March 16, 2029


2029 Senior Notes	—		900		8.250%
2034 Senior Notes	750		400		7.000%	January 15, 2034
2035 Senior Notes	550		—		7.250%	January 15, 2035
Principal amount	$	1,300	$	1,300
Unamortized debt discount and issuance costs	(21)		(19)
Unamortized premium	2		2


Long-term debt, net	$	1,281	$	1,283

Our Amended and Restated Credit Agreement, dated April 26, 2023 (Revolving Credit Facility), consists of a senior revolving loan facility with an aggregate commitment of $1.46 billion. The amount we are able to borrow under our Revolving Credit Facility is limited to the amount of these commitments. Our Revolving Credit Facility also includes a sub-limit of $300 million for the issuance of letters of credit. As of June 30, 2026, $181 million of letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters. As of June 30, 2026, we had $1,279 million of availability on our Revolving Credit Facility after taking into account $181 million in letters of credit outstanding.

amend the pricing grid to reduce interest margin by 0.25%, remove the 0.10% Term SOFR adjustment, and make other technical amendments. Our borrowing base is redetermined semi-annually and was re-affirmed at $1.5 billion in April 2026.

In June 2026, we completed a private offering of $550 million in aggregate principal amount of 7.250% senior notes due 2035 (2035 Senior Notes). The 2035 Senior Notes are governed by the indenture, dated as of June 26, 2026, by and among us, the guarantors and Wilmington Trust, National Association, as trustee (2035 Senior Notes Indenture). The net proceeds of $543 million, after $7 million of debt issuance costs, together with cash on hand were used to redeem all of the remaining outstanding 2029 Senior Notes.

Security – Our 2035 Senior Notes are general unsecured obligations which are guaranteed on a senior unsecured basis by all of our existing subsidiaries that guarantee our obligations under the Revolving Credit Facility and certain other indebtedness.

Redemption – We may redeem the 2035 Senior Notes at any time prior to July 15, 2029 at a redemption price equal to 100% of the aggregate principal amount thereof plus the applicable premium as defined in the 2035 Senior Notes Indenture and accrued and unpaid interest. Prior to July 15, 2029, we may also redeem up to 40% of the aggregate principal amount of the 2035 Senior Notes with the net cash proceeds from certain equity offerings at a redemption price of 107.250% of the aggregate principal amount thereof, plus accrued and unpaid interest. On or after July 15, 2029, we may redeem the 2035 Senior Notes at the redemption prices of (i) 103.625% during the twelve-month period beginning on July 15, 2029, (ii) 101.813% during the twelve-month period beginning on July 15, 2030 and (iii) 100% on or after July 15, 2031, in each case plus accrued and unpaid interest to, but excluding, the redemption date.

Covenants – Our 2035 Senior Notes include covenants that, among other things, restrict our ability to incur additional indebtedness, incur liens, make restricted payments and investments, consummate asset sales, enter into transactions with affiliates and enter into transactions that would result in fundamental changes.

Events of Default and Change of Control – Our 2035 Senior Notes provide for certain triggering events, including upon a change of control triggering event, as defined in the 2035 Senior Notes Indenture, that would require us to repurchase all or any part of the 2035 Senior Notes at a price equal to 101% of the aggregate principal amount plus accrued and unpaid interest.

On October 8, 2025, we completed a private offering of $400 million in an aggregate principal amount of 7.000% senior notes due 2034 (2034 Senior Notes). The net proceeds of $393 million, after deducting $7 million of issuance costs, were used along with available cash to repay $449 million of Berry's outstanding debt at closing of the Berry Merger. See Note 2 Business Combination for more information on the Berry Merger. The terms of the 2034 Senior Notes are governed by the Indenture, dated as of October 8, 2025, by and among us, the guarantors and Wilmington Trust, National Association, as trustee, as amended and supplemented by the First Supplemental Indenture, dated as of January 16, 2026 (2034 Senior Notes Indenture).

On March 23, 2026, we completed a follow-on offering of an additional $350 million in aggregate principal of 2034 Senior Notes. The net proceeds from this offering of $347 million, after $2 million of debt premium and $5 million of debt issuance costs, were used to redeem a portion of our 2029 Senior Notes. The 2034 Senior Notes issued on March 23, 2026 are governed under the 2034 Senior Notes Indenture.

In March 2026, we redeemed $350 million in principal amount of our 8.250% senior unsecured notes due 2029 (2029 Senior Notes) for $367 million, resulting in a loss on extinguishment of debt in the amount of $21 million, which includes a $17 million premium paid and $4 million write-off of unamortized debt issuance costs.

In June 2026, we redeemed the remaining outstanding $550 million in principal amount of our 2029 Senior Notes for $573 million, resulting in a loss on extinguishment of debt in the amount of $28 million, which includes a $23 million premium paid and $5 million write-off of unamortized debt issuance costs net of unamortized premium.

As shown in the table below, we estimate the fair value of our fixed rate 2029 Senior Notes, 2034 Senior Notes and 2035 Senior Notes based on known prices from market transactions (using Level 1 inputs on the fair value hierarchy).


	June 30,		December 31,
	2026		2025

	(in millions)

Fixed rate debt

2029 Senior Notes	$	—	$	943
2034 Senior Notes	742		394
2035 Senior Notes	545		—
Fair Value of Long-Term Debt	$	1,287	$	1,337