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6-K 1 ny20049116x3_6k.htm 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

Commission File Number: 001-41870

Diversified Energy Company PLC

(Translation of registrant’s name into English)

1600 Corporate Drive

Birmingham, Alabama 35242

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-276139) AND THE REGISTRATION STATEMENT ON FORM F-3ASR (FILE NO. 333-284846) OF DIVERSIFIED ENERGY COMPANY PLC, AND, IN EACH CASE, TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXPLANATORY NOTE

On March 14, 2025, Diversified Energy Company PLC (the “Company”) completed its previously announced acquisition of Maverick Natural Resources, LLC (“Maverick”). This Form 6-K provides certain financial statements of Maverick and pro forma financial information of the Company.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Audited Financial Statements of Maverick Natural Resources, LLC as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023.
99.2		Unaudited Pro Forma Condensed Combined Financial Information of Diversified Energy Company PLC as of December 31, 2024 and for the year ended December 31, 2024.
99.3		Consent of PricewaterhouseCoopers LLP.
99.4		Consent of BDO USA, P.C.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Diversified Energy Company plc

May 16, 2025	By:	/s/ Bradley G. Gray
Date		Bradley G. Gray
		President & Chief Financial Officer

EX-99.1 2 ny20049116x3_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Maverick Natural

Resources, LLC and

Subsidiaries

Consolidated Financial Statements

As of and for the years ended December 31, 2024

and 2023

Maverick Natural Resources, LLC and Subsidiaries

Index

As of and for the years ended December 31, 2024 and 2023

	Page(s)

Reports of Independent Auditors

Report of BDO USA, P.C.	1–2

Report of PricewaterhouseCoopers LLP	3–4

Consolidated Financial Statements

Balance Sheets	5

Statements of Operations	6

Statements of Members’ Equity	7

Statements of Cash Flows	8

Notes to Financial Statements	9–38

Report of Independent Auditors

Board of Managers

Maverick Natural Resources, LLC

Houston, Texas

Opinion

We have audited the consolidated financial statements of Maverick Natural Resources, LLC and its subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statement of operations, members’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

•	Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA, P.C.

Houston, Texas

April 30, 2025

Report of Independent Auditors

To the Board of Managers of Maverick Natural Resources, LLC

Opinion

We have audited the accompanying consolidated financial statements of Maverick Natural Resources, LLC and its subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2023, and the related consolidated statement of operations, members’ equity, and cash flows for the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the period ended December 31, 2023 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

April 29, 2024

Maverick Natural Resources, LLC and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023
Thousands of dollars	December 31, 2024			December 31, 2023
Assets
Current assets
Cash	$	49,362		$	53,263
Restricted cash - current		35,249			31,936
Accounts receivable, net		133,362			140,260
Derivative instruments		17,724			46,503
Inventory		7,618			2,209
Marketable Securities		39,356			-
Prepaid expenses and other current assets		7,041			7,089
Total current assets		289,712			281,260
Property, plant and equipment
Oil and natural gas properties		2,435,174			2,674,820
Other property, plant and equipment		120,646			110,888
Property, plant and equipment		2,555,820			2,785,708
Accumulated depletion, depreciation, and impairment		(1,093,454	)		(1,097,788	)
Property, plant and equipment, net		1,462,366			1,687,920
Other long-term assets
Derivative instruments		3,717			48,018
Operating lease right-of-use assets		11,219			12,362
Other long-term assets		32,603			35,577
Total assets	$	1,799,617		$	2,065,137
Liabilities and Equity
Current liabilities

Accounts payable	$	97,472	$	112,218
Accrued liabilities		127,865		160,419
Current portion of long-term debt		110,201		113,773
Derivative instruments		5,218		98
Current portion of asset retirement obligation		17,746		7,282
Operating lease obligations - current		2,156		841
Total current liabilities		360,658		394,631
Long-term debt, net		592,368		697,405
Derivative instruments		11,504		3,994
Asset retirement obligation		215,594		242,391
Operating lease obligations - noncurrent		24,294		25,316
Other long-term liabilities		28,008		29,501
Total liabilities		1,232,426		1,393,238
Members' equity		567,191		671,899
Total liabilities and equity	$	1,799,617	$	2,065,137

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

Maverick Natural Resources, LLC and Subsidiaries

Consolidated Statements of Operations

Year Ended December 31, 2024 and 2023

	Year Ended December 31,
Thousands of dollars	2024			2023
Revenues and other income items
Oil revenues	$	551,432		$	619,524
Natural gas revenues		113,794			161,054
NGL revenues		102,653			113,320
Oil, natural gas and NGL revenues		767,879			893,898
Gain (loss) on commodity derivative instruments		(54,333	)		145,934
Other revenues, net		73,740			83,492
Total revenues and other income items		787,286			1,123,324
Operating costs and expenses
Operating costs		457,013			488,261
Depletion, depreciation and amortization		170,098			166,488
Impairment of oil and natural gas properties		120,405			66,785
General and administrative expenses		67,108			83,318
Restructuring costs		9,121			1,631
(Gain) loss on sale of assets		(25,622	)		(1,090	)
Total operating costs and expenses		798,123			805,393
Operating income (loss)		(10,837	)		317,931
Interest expense		81,702			62,176
Other income, net		(15,928	)		(1,130	)
Total other expense (income)		65,774			61,046
Income (loss) before taxes		(76,611	)		256,885
Income tax expense (benefit)		791			604
Net income (loss)	$	(77,402	)	$	256,281

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

Maverick Natural Resources, LLC and Subsidiaries

Consolidated Statements of Members’ Equity

Year Ended December 31, 2024 and 2023

Thousands of dollars	Outstanding Common Units			Total Members' Equity

Balances, December 30, 2022		2,896			755,148
Unit-based compensation		–			327
Units issued under unit-based compensation awards, net of tax withholdings		2			1,987
Net income		–			256,281
Redemption of units		(1	)		(1,548	)
Distributions		–			(340,000	)
Other		–			(296	)
Balances, December 31, 2023		2,897			671,899
Units issued under unit-based compensation awards, net of tax withholdings		4			3,206
Net loss		–			(77,402	)
Redemption of units		(1	)		(1,145	)
Unit-based compensation modified to liability awards		(6	)		(4,682	)
Distributions		–			(24,242	)
Other		–			(443	)
Balances, December 31, 2024		2,894			567,191

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

Maverick Natural Resources, LLC and Subsidiaries

Consolidated Statements of Cash Flows

Year Ended December 31, 2024 and 2023

	Year Ended December 31,
Thousands of dollars	2024			2023
Cash flows from operating activities
Net income (loss)	$	(77,402	)	$	256,281
Adjustments to reconcile cash flow from operating activities:
Depletion, depreciation and amortization		170,098			166,488
Impairment of oil and natural gas properties		120,405			66,785
Impairment of long-lived assets		-			-
(Gain) loss on derivative instruments		54,333			(145,934	)
Derivative instrument settlement payments		31,376			(46,722	)
(Gain) on marketable securities		(12,040	)		-
Deferred income taxes		(19	)		(13	)
Loss (gain) on sale of assets		(25,622	)		(1,090	)
Restructuring costs, net of payments		1,973			124
Write off of debt issuance costs		1,556			5,649
Other		5,436			5,594
Changes in assets and liabilities:
Accounts receivable and other assets		(4,893	)		48,621
Inventory		(11,004	)		(403	)
Accounts payable and accrued expenses		(21,122	)		(47,119	)
Net cash provided by (used in) operating activities		233,075			308,261
Cash flows from investing activities
Capital acquisitions, net		(15,628	)		(17,968	)
Capital expenditures		(137,580	)		(286,420	)
Proceeds from sale of assets		56,084			15,514
Net cash provided by (used in) investing activities		(97,124	)		(288,874	)
Cash flows from financing activities
Distributions to common unitholders		(24,242	)		(340,000	)
Credit facility borrowings		203,500			355,000
Repayments of credit facility		(206,500	)		(575,000	)
Issuance of term debt		10,000			630,000
Repayments of term debt		(116,954	)		-
Long-term debt issuance costs		-			(18,488	)
Redemption of common units		(1,145	)		(1,548	)
Principal payments on finance lease obligations		(1,198	)		(958	)
Net cash provided by (used in) financing activities		(136,539	)		49,006
Increase (decrease) in cash and restricted cash		(588	)		68,393
Cash and restricted cash - beginning of period		85,199			16,806
Cash and restricted cash - end of period	$	84,611		$	85,199

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

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

1.	Nature of Operations

Maverick Natural Resources, LLC (“MNR” or “Parent”) and its subsidiaries, including Maverick Asset Holdings LLC (“MAH”), Maverick ABS Holdco, LLC (“ABS Holdco”), and Maverick Services, LLC (“Mav Services”), (collectively, “Maverick,” “we” or the “Company”) is a Delaware limited liability company formed on March 22, 2018. We are a Houston, Texas-based oil and natural gas company focused on the development and production of long-lived oil and natural gas reserves throughout the United States. Our primary operations are in seven regions in the United States: East Texas, Mid- Continent (Western Oklahoma and Eastern New Mexico); Permian (West Texas); Rockies (Wyoming); Southeast (Southwest Florida, Florida Panhandle and Alabama); and Western Anadarko (Texas Panhandle and Southwestern Oklahoma).

On October 26, 2023, the Parent, through its consolidated subsidiaries, raised $640 million through an asset-backed securitization financing transaction. Several new subsidiaries were created including MNR ABS Holdings I, LLC (“ABS Holdings”) and MNR ABS Issuer I, LLC (“ABS Issuer”). See Note 4 – Acquisitions and Divestitures – Transactions Between Subsidiaries of the Company and Note 10 – Debt for further discussion.

Effective March 14, 2025, the Company was acquired by Diversified Energy Company PLC (“Diversified”), pursuant to merger agreement entered into in January 2025. As a result of the transaction, the Company became a wholly owned subsidiary of Diversified. For additional information, see Note 16 – Subsequent Events.

The Company operates its properties through its primary operating subsidiaries: Breitburn Operating, L.P. (“BOLP”), Unbridled Resources, LLC (“Unbridled”), and Maverick Permian, LLC.

In addition to our operating companies, the Company’s subsidiaries include: (i) Wheeler Midstream, LLC, an oil terminal located in Wheeler County, TX, which purchases oil from both properties operated by Unbridled, a wholly owned entity, and third-party operated properties, (ii) MidPoint Midstream, LLC, a gas gathering operation located in Wheeler and Hemphill Counties, Texas and Roger Mills and Beckham Counties, Oklahoma, which gathers and compresses natural gas produced from Unbridled and third party operated properties, and (iii) Bluebonnet Resources, LLC, which acquired unproved acreage for development purposes.

2.	Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Our consolidated financial statements include Maverick and our wholly owned or majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13’’), which changes the impairment model for most financial assets. The ASU introduces a new credit loss methodology, Current Expected Credit Losses (CECL), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. Since its original issuance in 2016, the FASB has issued several updates to the original ASU. The CECL framework utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities, and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The methodology replaces the multiple existing impairment methods, which generally require that a loss be incurred before it is recognized.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

On January 1, 2023, the Company adopted the guidance applying the modified retrospective basis approach. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements as of the adoption date, January 1, 2023.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that referenced LIBOR ("London Inter-Bank Offered Rate") or another rate. ASU 2020-04 was in effect through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), to provide clarifying guidance regarding the scope of Topic 848. ASU 2020-04 was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848" ("ASU 2022-06"), which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. As of December 31, 2024, the Company’s borrowings under its Credit Facility bear interest at an ABR or SOFR basis plus an applicable margin and the ABS loans have a fixed interest rate. At this time, the Company does not plan to enter into additional contracts using LIBOR as a reference rate. For additional information, see Note 10 – Debt.

In October 2021, the FASB issued ASU 2021-07, “Compensation – Stock Compensation (Topic 718): Determining the Current Price of an Underlying Share for Equity-Classified Share-Based Awards” as a practical expedient to allow a nonpublic entity to determine the current price input of equity- classified share-based awards issued to both employees and nonemployees using the reasonable application of a reasonable valuation method. The practical expedient describes the characteristics of the reasonable application of a reasonable valuation method as the same characteristics used in the regulations of the U.S. Department of Treasury for income tax purposes (the “Treasury Regulations”). Consequently, a reasonable valuation performed in accordance with the Treasury Regulations is an example of a way to achieve the practical expedient. This accounting standard had no effect on the Company and the company continues to use a reasonable valuation method for its equity classified awards.

In March 2023, the FASB issued an ASU to amend certain provisions of Accounting Standards Codification ("ASC”) Topic 842, “Leases” (“ASC 842”) that apply to arrangements between related parties under common control. The ASU amends the accounting for the amortization period of leasehold improvements in common-control leases for all entities and requires certain disclosures when the lease term is shorter than the useful life of the asset. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. This accounting standard had no effect on the Company and the Company will continue to evaluate the standard in the future.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

New Pronouncements Issued But Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40),” which expands disclosures around an entity’s costs and expenses of specific items (i.e. employee compensation, DD&A), requires the inclusion of amounts that are required to be disclosed under GAAP in the same disclosure as other disaggregation requirements, requires qualitative descriptions of amounts remaining in expense captions that are not separately disaggregated quantitatively, and requires disclosure of total selling expenses, and in annual periods, the definition of selling expenses. The amendment does not change or remove existing disclosure requirements. The amendment is effective for fiscal years beginning after December 15, 2026, and interim periods with fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendment can be adopted prospectively or retrospectively to any or all periods presented in the financial statements. The Company is currently assessing the impact of adopting this standard.

Use of Estimates

The preparation of financial statements and related footnotes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Our significant estimates include oil and natural gas reserves; cash flow estimates used in impairment testing of oil and natural gas properties and midstream assets; depreciation, depletion, amortization (“DD&A”) and accretion; asset retirement obligations (“ARO”); accrued revenue and related receivables; operating expenses and accrued liabilities; valuation of liability-classified incentive awards; mark-to-market hedge valuations; marketable securities; and unit-based compensation. We believe our estimates are reasonable, and actual results could differ significantly from these estimates.

Cash and Restricted Cash

Our cash consists of cash in the bank. Current restricted cash represents funds held in escrow that will be used to settle certain general unsecured claims related to the 2018 bankruptcy and cash held in a liquidity reserve account and collection account maintained in connection with the ABS Financing Transaction. At December 31, 2024, the amounts in Restricted Cash consisted of $3.2 million, $11.6 million, $19.5 million, and $0.9 million for the escrow, collection, liquidity reserve, and plug and abandonment accounts, respectively. At December 31, 2023, the amounts in Restricted Cash consisted of $3.2 million, $5.1 million, and $23.6 million, and $0.0 million for the escrow, collection, liquidity reserve, and plug and abandonment accounts respectively. See Note 8 – Other Long-Term Assets for further discussion.

Revenue Recognition and Natural Gas Balancing

We recognize revenues from the sale of oil, natural gas and natural gas liquid (“NGL”) when control of the oil, natural gas and NGL production has transferred to the customer, the transaction price has been determined and collectability is reasonably assured and evidenced by a contract. Performance obligations under our contracts with customers are typically satisfied when oil, natural gas and NGL are transferred through delivery at the inlet of pipeline or processing plant, onloading to the delivery truck or barge.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Oil terminal revenues are recognized when delivery to the purchaser has occurred, title has transferred, and the associated receivable is recoverable.

We generate gathering revenues by providing gathering and compression services to third parties. We recognize revenue for these arrangements over time based on a per unit rate applied to volumes that travel through the gathering system. In addition, we retain any drip liquids collected on our gathering systems. The value of these drip liquids is recognized as part of gathering revenue in the month the underlying gathering service is provided based upon the price realized for sale of drip condensate to third party customers which represents a market price.

Natural gas production imbalances represent the fair value of amounts payable or receivable for natural gas production imbalances, and revenues are recognized based on our share of volumes sold, regardless of whether we have taken our proportional share of volume produced. A receivable or liability is recognized only to the extent that we have an imbalance on a specific property greater than the expected remaining proved reserves. As of December 31, 2024 and 2023, our natural gas production imbalance asset of $4.7 million and $3.1 million, respectively, was included in other long- term assets and natural gas production imbalance liability of $21.6 million and $21.8 million, respectively, was included in other long-term liabilities on our consolidated balance sheets.

Inventory

Inventory represents our share of crude oil produced from our operations that is held in storage tanks and unsold at the end of the period. Inventory is reported as current assets in our consolidated balance sheets and carried at the lower of cost or market. We assess the carrying value of our inventory periodically to determine any adjustments necessary to reduce the carrying value to net realizable value. Uncertainties that may impact our assessment include: the applicable quality and location differentials and changes in the timing of a sale. We did not recognize any write-downs during the periods presented.

Marketable Securities

Marketable securities consist of publicly traded equity shares owned by the Company. As such, the Company reports these shares at fair value at each reporting date as Marketable securities on our consolidated balance sheets (see Footnote 5 – Financial Instruments and Fair Value Measurements). As of December 31, 2024, the Marketable securities had a fair value of $39.3 million.

Changes in fair value are recorded as an unrealized investment gain (loss) in Other income, net on our consolidated statements of operations. The Company recognized an unrealized gain of $12.0 million during the year ended December 31, 2024.

Property, Plant and Equipment

Proved Oil and Natural Gas Properties

We account for oil and natural gas exploration and development activities using the successful efforts method. Under this method, all property acquisition and development costs are capitalized when incurred and depleted on a unit-of-production basis over total proved reserves and proved developed reserves, respectively. Proved leasehold costs associated with proved reserves are depleted based on total proved reserves, which include proved undeveloped reserves.

Costs of retired, sold or abandoned properties that constitute part of an amortization base are charged or credited, net of proceeds to accumulated DD&A unless doing so significantly affects the unit-of-production amortization rate, in which case a gain or loss is recognized currently in the consolidated statements of operations.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Expenditures for maintenance, repairs and minor renewals necessary to maintain properties in operating condition are expensed as incurred. Major betterments, replacements and renewals are capitalized to the appropriate property and equipment accounts. Estimated dismantlement and abandonment costs for oil and natural gas properties are capitalized, net of salvage, at their estimated net present value and amortized on a unit-of-production basis over the remaining life of the related proved developed reserves.

Unproved Oil and Natural Gas Properties

Unproved oil and natural gas properties include lease acquisition costs which are costs incurred to acquire unproved leases. Lease acquisition costs are capitalized until the leases expire or when we specifically identify leases that will revert to the lessor, at which time we expense the associated lease acquisition costs. Lease acquisition costs that are expensed are recorded as “impairment of oil and natural gas properties” in our consolidated statements of operations. Lease acquisition costs related to successful exploratory drilling are reclassified to proved properties and depleted on a unit- of-production basis.

For sales of entire working interests in unproved properties, gain or loss is recognized to the extent of the difference between the proceeds received and the net carrying value of the property. Proceeds from sales of partial interests in unproved properties are accounted for as recovery of costs unless the proceeds exceed the entire cost of the property.

Impairment of Oil and Natural Gas Properties

We evaluate proved oil and natural gas properties for impairment whenever facts or circumstances indicate that the carrying values of such properties may not be recoverable. We perform impairment assessments by grouping assets at the lowest level for which there are identifiable cash flows. Impairment is indicated when a triggering event occurs and/or the sum of the estimated future net cash flows of an evaluated asset group is less than the asset group’s carrying value. Triggering events may include potential disposition of assets and declines in oil, natural gas and NGL prices. If impairment is indicated, we estimate fair value using a discounted cash flow approach. The factors used to determine fair value are subject to management’s judgment and expertise and include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of proved reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with risk and current market conditions associated with realizing the expected cash flows projected.

We evaluate unproved oil and natural gas properties periodically for impairment on a geographic basis based on remaining lease terms, drilling results or future plans to develop acreage. These factors may be affected by economic factors including future oil and natural gas prices and projected capital costs.

We evaluate the recoverability of our other property, plant and equipment whenever events or circumstances indicate a decline in the recoverability of the respective carrying values may have occurred. We compare the net carrying value of the asset group to the undiscounted net cash flows projected. If the carrying amount exceeds the estimated undiscounted future cash flows, we will adjust the carrying amount to fair value.

Impairment expense for proved and unproved properties is reported as “impairment of oil and natural gas properties” in the consolidated statements of operations. Impairment expense for other property, plant and equipment is reported as “impairment of long-lived assets” in the consolidated statements of operations.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Other Property, Plant and Equipment

Other property, plant and equipment include buildings, field equipment, compressors, furniture, leasehold improvements, computer hardware and software. We record other property, plant and equipment at cost and depreciate the assets on the straight-line method over the estimated lives of the individual assets.

We assign the useful lives of our property, plant and equipment based upon our internal estimates that are reviewed by management periodically. We use estimated lives of 20 years for our buildings, two to seven years for field equipment, furniture and computer hardware and software, and the remaining lease term for leasehold improvements. At the time of sale or disposal, the costs and accumulated DD&A of the sold or disposed assets are removed from our consolidated balance sheets with any gain or loss realized in our consolidated statements of operations.

Midstream Assets

Midstream assets consist primarily of natural gas gathering facilities and pipelines, as well as an oil terminal. Renewals and betterments, which substantially extend the useful lives of the assets, are capitalized and reported as other property, plant and equipment in our consolidated balance sheets. Maintenance and repairs are expensed when incurred. These assets are depreciated on the straight- line method over 3 to 30 years. We consider estimated future dismantlement, restoration and abandonment costs in our calculation of straight-line DD&A for our natural gas gathering, processing facilities and pipelines.

Leases

At inception, contracts are assessed for the presence of a lease according to the criteria prescribed by Accounting Standards Codification ("ASC”) Topic 842, “Leases” (“ASC 842”). If a lease is present, further criteria is assessed to determine if the lease should be classified as an operating or finance lease. Operating leases are presented on the consolidated balance sheets as Operating lease right- of-use assets with the corresponding lease liabilities presented as Operating lease obligations – current and Operating lease obligations—-noncurrent. Finance lease assets are presented on the consolidated balance sheets as Other property, plant and equipment with the corresponding liabilities presented in Current portion of long-term debt and Long-term debt.

Generally, lease liabilities are recognized at commencement and based on the present value of the future minimum lease payments to be made over the lease term. Lease assets are then recognized based on the value of the lease liabilities. For leases where the implicit lease rates are not determinable, the minimum lease payments are discounted using the Company’s collateralized incremental borrowing rates.

Operating leases are expensed according to their nature and recognized in Operating expenses or General and administrative expenses. Finance leases are depreciated and amortized with the relevant expenses recognized in Depreciation, Depletion and Amortization and Interest Expense on the consolidated statements of operations. See Note 6 – Leases for further discussion.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Revenue and Production Taxes Payable

We calculate and pay taxes and royalties on crude oil and natural gas in accordance with particular contractual provisions of the leases, license or concession agreements and the laws and regulations applicable to those agreements.

Asset Retirement Obligations

We recognize estimated liabilities for future costs associated with the abandonment of our oil and natural gas properties, gas gathering, processing facilities and pipelines. We record a liability for the fair value of an ARO and a corresponding increase to the carrying value of the related long-lived asset in the period in which wells are drilled or acquired. See Note 11 – Asset Retirement Obligations for further discussion.

Liability-Classified Awards

We classify certain awards that will be settled in cash as liability awards in our consolidated balance sheets in accounts payable and accrued expenses. The fair value of a liability-classified award is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are recorded to general and administrative expense and operating costs over the vesting period of the award. The Company’s liability-classified awards include a performance condition based on preceding Implied Equity Value. See Note 5 – Financial Instruments and Fair Value Measurements for further discussion.

Unit-Based Compensation

Unit-based compensation grants are measured at their grant date fair value and related compensation cost is recognized over the vesting period of the grant. Compensation cost for awards is recognized on a straight-line basis over the requisite service period. See Note 14 – Compensation for further discussion.

Environmental Liabilities

We are subject to federal, state and local environmental laws and regulations. These laws regulate the release, disposal or discharge of materials into the environment or otherwise relate to environmental protection. These laws and regulations may require that we remove or mitigate the environmental effect of the discharge, disposal or release of petroleum substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. We expense expenditures related to an existing condition caused by past operations that have no future economic benefit. We record liabilities for noncapital expenditures when environmental assessments or remediation is probable, and the costs can be reasonably estimated. Such liabilities are generally undiscounted unless the timing of cash payments for the liability is fixed or determinable. We did not have environmental liabilities at December 31, 2024 and December 31, 2023, respectively.

Business Combinations and Asset Acquisitions

We account for business combinations under the acquisition method of accounting. Accordingly, we recognize amounts for identifiable assets acquired and liabilities assumed equal to their estimated acquisition-date fair values. Transaction and integration costs associated with business combinations are expensed as incurred.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

We make various assumptions in estimating the fair values of assets acquired and liabilities assumed. As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. The most significant assumptions relate to the estimated fair values of the proved and unproved oil and natural gas properties. The fair values of these properties are measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of reserves, future operating and development costs, future commodity prices and a market-based weighted average cost of capital rate. The market-based weighted average costs of capital rate are subjected to additional project- specific risking factors. In addition, when appropriate, we review comparable purchases and sales of oil and natural gas properties within the same regions and use that data as a proxy for fair market value; for example, the amount a willing buyer and seller would enter into exchange for such properties.

Any excess of the acquisition price over the estimated fair value of net assets acquired in recorded as goodwill. Any excess of the estimated fair value of net assets acquired over the acquisition price is recorded as a bargain purchase gain in other income, net on our consolidated statements of operations.

In an asset acquisition, transaction costs are capitalized, and any excess or deficit of fair value of net assets in relation to acquisition price is allocated to the acquired assets based on the relative fair value.

Commitments and Contingencies

We recognize liabilities for other commitments and contingencies when, after fully analyzing the available information, we determine that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, we accrue the mostly likely amount, or if no amount is more likely than another, we accrue the minimum of the range of probable loss.

Fair Value of Financial Instruments

Certain of our financial assets and liabilities are measured at fair value. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Our financial instruments, not otherwise recorded at fair value, consist primarily of cash, trade receivables, trade payables and long-term debt. The carrying value of cash, trade receivables and trade payables are considered to be representative of their respective fair values due to the short-term maturity of these instruments. See Note 5 – Financial Instruments and Fair Value Measurements for additional details.

Fair Value of Nonfinancial Assets and Liabilities

We apply fair value accounting guidance to measure our nonfinancial assets and liabilities such as those obtained through property, plant and equipment, AROs and restructuring. These assets and liabilities are subject to fair value adjustments only in certain circumstances and are not subject to recurring revaluations. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two as considered appropriate based on the circumstances. Under the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and include estimates of future oil and natural gas production and other applicable sales estimates, operational costs and risk-adjusted discount rate. We may use the present value of estimated future cash inflows and outflows, third-party offers or prices of comparable assets with consideration of the current market conditions to value our nonfinancial assets and liabilities when circumstances dictate fair value determination is necessary.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Concentrations of Credit Risk

We are subject to credit risk resulting from the concentration of our oil, natural gas and NGL receivables with the following major purchasers that accounted for 10% or more of our total oil, natural gas and NGL sales for the periods presented:

	Year Ended December 31,
Purchaser	2024		2023
Customer A		18%		15%
Customer B		13%		12%
Customer C		13%		11%

Our financial instruments with credit risk exposure consist principally of cash, accounts receivable, and derivative instruments. We maintain cash in deposit accounts at financial institutions that may exceed the federally insured limits. We monitor credit risk exposure by (i) placing our assets and other financial instruments with credit-worthy financial institutions, (ii) maintaining policies over credit extension that include our evaluation of customers’ financial condition and monitoring payment history and (iii) netting derivative assets and liabilities where we have legal right of offset with counterparties and diversifying our derivative instrument portfolio.

Risk Management and Derivative Instruments

We have entered into derivative contracts with counterparties to reduce the effect of changes in oil and natural gas prices on a portion of our oil and natural gas production. We do not enter into such contracts for speculative trading purposes. Our commodity derivative instruments are measured at fair value in our consolidated balance sheets as derivative assets or derivative liabilities. We have not designated any derivative instruments as hedges for accounting purposes. Gains and losses from valuation changes in commodity derivatives are reported as (gain) loss on commodity derivative instruments in our consolidated statements of operations. Our cash flows are only impacted when the actual settlements under the derivative contracts result in making or receiving a payment to or from the counterparty. Cash settlements are reflected as operating activities in our consolidated statements of cash flows. We expense transaction costs related to the modification of derivative instruments as incurred. See Note 5 – Financial Instruments and Fair Value Measurements for further discussion of our derivative instruments.

We have market and credit risk exposure due to commodity derivatives that are concentrated with certain counterparties who are affiliate lenders under the Credit Agreement. We believe the risk of nonperformance by our counterparties is low as we execute our derivative contracts only with credit- worthy financial institutions and we have no past-due receivables from our derivative counterparties. As of December 31, 2024, our largest derivative counterparties were J. ARON & Company, JP Morgan Chase Bank N.A., and Citizens Bank N.A. which accounted for approximately 38%, 35%, and 17%, respectively, of our total hedged volume position of approximately 53 million barrel-of-oil- equivalents ("BOE").

Our commodity derivative contracts are documented with industry standard contracts known as Schedule to the Master Agreement and International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA”). Typical terms for the ISDAs include credit support requirements, cross default provisions, termination events and set-off provisions. We are not required to provide any credit support to our counterparties other than cross collateralization with the oil and natural gas properties securing the Credit Agreement. We have certain limitations under the Credit Agreement, including a provision that limits the total amount of our production that may be hedged to certain percentages of current and forecasted production. As of December 31, 2024, we were in compliance with these limitations. See Note 5 – Financial Instruments and Fair Value Measurements and Note 10 – Debt for additional information.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Debt Issuance Costs

Debt issuance costs related to our Credit Facility and ABS Notes are amortized over the life of the related debt using the effective interest rate method and unamortized debt issuance costs are netted against the outstanding balance of debt obligations on our consolidated balance sheets. Any unamortized costs associated with retired debt are written off and included in the determination of gain or loss on extinguishment of debt.

Revenues

Sales of oil, natural gas and NGL are recognized at the point when control of the commodity is transferred to the customer and collectability is reasonably assured. Most of our contracts’ pricing provisions are tied to a commodity market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of the oil or natural gas, and prevailing supply and demand conditions. As a result, the price of the oil, natural gas and NGL fluctuates to remain competitive with the other available oil, natural gas and NGL suppliers.

Oil Sales

Under our crude purchase and marketing contracts, we generally sell oil production at the wellhead and collect an agreed-upon index price, net of pricing differentials. We recognize revenue when control transfers to the purchaser at the wellhead or delivery point for onloading to delivery truck or barge at the net price received.

Natural Gas and NGL Sales

Under our natural gas gathering, processing and purchase contracts, we deliver unprocessed natural gas to processing plants at the wellhead or the inlet of the processing plant’s system. The midstream entity then gathers and processes the natural gas to produce residue gas and NGLs generated from processing. In the majority of cases, the midstream entity remits payment to us for NGLs based on index-based pricing or weighted average sales proceeds less deductions which may include gathering, processing and transportation fees, while the residue gas is redelivered to us at the tailgate of the midstream entity’s processing plant for marketing under separate contracts. We sell residue gas at the delivery point specified in the separate contract and collect an agreed-upon index price, net of pricing differentials. Transportation, gathering and processing costs incurred after control transfers to the purchaser are recognized as reductions to revenues rather than as operating costs.

Oil Terminal Sales

Under our oil terminal sales contracts, we sell oil at the delivery point specified in the contract and collect an agreed-upon index price, net of pricing differentials. Control as defined under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”) passes at the delivery point. The delivery point is the point at which the oil passes the last permanent delivery flange or meter connecting our facility to customer’s facility. At the delivery point, the customer takes physical custody, title and risk of loss of the product and we have a right to receive payment for the sale. We recognize revenue at the net price received when control transfers to the customer. Oil terminal sales are reported in other revenues, net on our consolidated statements of operations.

Gathering Revenue

We generate gathering revenues by providing gathering and compression services to third parties, which are reported in other revenues, net on our consolidated statements of operations. We recognize revenue for these arrangements over time based on a per unit rate applied to volumes that travel through the gathering system. In addition, we retain any drip liquids collected on our gathering systems. The value of these drip liquids is recognized as part of gathering revenue in the month the underlying gathering service is provided based upon the price realized for sale of drip condensate to third party customers which represents a market price.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Purchased Condensate Sales

The Company’s purchased oil and natural gas sales are derived from the sale of oil and natural gas purchased from a third party and reported in other revenues, net on our consolidated statements of operations. Revenues and expenses from these sales and purchases are generally recorded on a gross basis, as the Company acts as a principal in these transactions by assuming control of the purchased oil or natural gas before it is transferred to the customer.

Performance Obligations

A significant number of our product sales are short-term in nature with a contract term of one year or less. We record revenue on our oil, natural gas and NGL sales at the time production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and NGL sales may not be received for 30 to 90 days after the production is delivered.

We have elected practical expedients, pursuant to ASC 606, to exclude from the presentation of remaining performance obligations: (i) contracts with index-based pricing or variable volume attributes in which such variable consideration is allocated entirely to a wholly unsatisfied performance obligation; (ii) contracts with an original expected duration of one year or less; and (iii) contracts for which we recognize revenue under the right to invoice practical expedient.

Contract Balances

We invoice our customers when we have satisfied our performance obligations, at which point payment is unconditional. Accordingly, our product sales contracts do not give rise to contract assets or liabilities under ASC 606.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consist of receivables from joint interest owners on properties the Company operates and from sales of oil and natural gas production delivered to third party purchasers. Accounts receivable is held at cost. At each reporting date, the Company assesses the expected lifetime credit losses on initial recognition of accounts receivable. At December 31, 2024 and 2023, the credit loss allowance on accounts receivable from joint interest owners was $6.6 million and $5.8 million, respectively. For the years ended December 31, 2024 and 2023, the Company recorded $0.8 million and $0.0 million, respectively, of credit losses. At December 31, 2024 and 2023, no credit loss allowance existed on revenue accounts receivable.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

3.	Supplemental Cash Flow Information

Supplemental disclosures to the consolidated statements of cash flows are presented below:

	Year Ended December 31,
in thousands of dollars	2024			2023

Cash payments
Interest	$	81,787		$	34,799
Taxes		160			13
Noncash investing activities
(Increase) decrease in accrued capital expenditures	$	14,064		$	(10,809	)
(Increase) decrease in asset retirement obligations		3,882			(11,202	)
(Increase) decrease in assets under operating leases		-			(10,928	)
(Increase) decrease in liabilities for asset divestitures		2,015			(1,545	)
Noncash financing activities
(Increase) decrease in assets under finance leases	$	(292	)	$	(1,876	)
Reconciliation of cash and restricted
cash reported in the consolidated balance sheets
Cash	$	49,362		$	53,263
Restricted cash		35,249			31,936
Total cash and restricted cash shown in the statement of cash flows	$	84,611		$	85,199

4.	Acquisitions and Divestitures

Acquisitions

During 2024 and 2023, we acquired approximately 9,100 and 22,800 net acres (unaudited), respectively of unproved acreage in Texas for total consideration of $9.7 million and $14.6 million, respectively. The acquisitions were financed through borrowings under our existing credit facility. The acreage is considered strategic to the Company’s long-term growth objectives and is expected to provide significant opportunities for exploration and development. These leases are currently in the early stages of evaluation.

Transactions Between Entities Under Common Control

On October 26, 2023, Unbridled entered into an asset purchase agreement with ABS Issuer (the “Purchase and Sale Agreement”). Unbridled agreed to sell and transfer to ABS Issuer certain operated and non-operated oil and natural gas wells and all oil and natural gas leases, subleases and leasehold covering such wells (the “ABS Assets” and such transfer, the “ABS Asset Transfer”) for a purchase price of $640 million, of which $630 million was cash and $10 million was a non-cash note payable, which was subsequently issued to a third party in January 2024 for $10 million in cash and accrued interest of $0.2 million.

In connection with the transaction, ABS Issuer entered into an indenture with UMB Bank, N.A. as indenture trustee (the “Indenture Trustee”) (the “Indenture”) to which ABS Issuer issued (a) $640 million aggregate principal amount of Series 2023-1 Notes, consisting of (i) $285 million aggregate principal amount of its 8.121% Series 2023-1 Notes, Class A-1 Notes due December 2038, (ii) $260 million aggregate principal amount of its 8.946% Series 2023-1 Notes, Class A-2 Notes due December 2038 and (iii) $95 million aggregate principal amount of its 12.436% Series 2023-1 Notes, Class B Notes due December 2038 (collectively, the “ABS Notes”) and (b) pledged the ABS Assets to the Indenture Trustee to secure the ABS Issuer’s obligations under the Indenture (the “ABS Financing Transaction”).

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

In addition the following events occurred in connection with the transaction: (i) $10 million of the ABS Notes were issued to Maverick, (ii) a holdback of $5.4 million related to consents not received at the date of the transaction which is reflected as restricted cash, (iii) a Liquidity Reserve Account was established for $23.6 million and is reflected as restricted cash, (iv) $260 million was an equity distribution and (v) repaid $300 million for the Credit Facility.

We incurred hedge novation fees of $4.6 million in conjunction with the ABS Financing Transaction which were expensed as incurred in general and administrative expenses in our consolidated statements of operations. We incurred $12.7 million of costs including legal fees and administrative fees in connection with the ABS Financing Transaction which were capitalized as deferred financing costs and recorded as an offset to the carrying value of the ABS Notes. See Note 10 – Debt for more information on the ABS notes.

Divestitures

In May 2024, we entered into an agreement with a third party to divest certain properties in west Texas. The divestiture was executed without a purchase price, and the Company received no financial consideration for the transaction. We recognized a $2.2 million gain on the sale for the year ended December 31, 2024. The gain was primarily due to relief of related asset retirement obligations.

In August 2024, the Company entered into an agreement with a third party to sell certain East Texas assets (the “East Texas Sale”) for a combined purchase price totaling $66.9 million, of which $39.6 million was settled in cash and $27.3 million was settled in shares of the purchasing entity. See Note 5 – Financial Instruments and Fair Value Measurements for more information. The Company recorded an impairment loss, as the total consideration received was lower than the net book value of the asset group. See Note 7 -- Long-Lived Assets and Impairment for more information.

In August 2024, the Company entered into an agreement with a third party to sell certain East Texas assets (the “Oak Hill Sale”), for a purchase price of $12.6 million. We recognized a $16.1 million gain on the sale for the year ended December 31, 2024. The gain was primarily due to relief of related asset retirement obligations.

In November and December 2024, the Company entered into agreements to sell undeveloped acreage in the Permian Basin to separate third parties for $3.4 million and $1.2 million, respectively. We recognized a $4.6 million gain on the sale for the year ended December 31, 2024.

In March 2023, we entered into an agreement with a third party to divest certain interests in oil and natural gas properties, rights and related assets in Western Anadarko Basin for a purchase price of $10.0 million. This sale was accounted for as a normal retirement under the provisions of paragraph ASC 932-360-40-3 with no gain or loss recorded on the sale for the year ended December 31, 2023.

In May 2023, we entered into an agreement with a third party to divest certain properties in west Texas for a purchase price of $4.5 million. We recognized a $0.3 million gain on the sale for the year ended December 31, 2023.

In November 2023, we entered into an agreement with a third party to divest certain interests in oil and natural gas properties, rights and related assets in Wyoming for a purchase price of $0. We recognized a $0.1 million gain on the sale for the year ended December 31, 2023.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

In connection with other divestitures of non-core oil and natural gas properties, we recognized gains of $1.1 million in “gain (loss) on sale of assets” on our consolidated statements of operations for the year ended December 31, 2023.

5.	Financial Instruments and Fair Value Measurements

Commodity Activities

At December 31, 2024, our commodity derivatives consisted of fixed price swaps and two-way costless collars. Our fixed price swaps are comprised of a sold call and a purchased put established at the same price (both ceiling and floor). The two-way collars are a combination of options: a sold call and a purchased put. The purchased put establishes a minimum price (floor) and the sold call establishes a maximum price (ceiling). For both swaps and collars, all transactions are settled in cash for the net difference between settlement and contract prices, multiplied by the hedged contract volumes, for the settlement period.

In October 2023, MAH novated to ABS Issuer certain derivative contracts underlying certain derivative instruments in connection with the ABS Financing Transaction. These derivative contracts consisted of fixed-price oil, natural gas and NGL swaps and collars. As a party to these contracts, ABS Issuer received payments directly from the counterparty or paid any amounts owed directly to the counterparty. Settlement of the novated commodity derivative contracts continued through the date the commodity derivatives instruments were unwound. Costs associated with the novation of $4.6 million were expensed as incurred in general and administrative expenses.

Our commodity derivative contracts settle monthly based on the differential between the contract price and the average NYMEX West Texas Intermediate index price (“NYMEX WTI”) (oil), average NYMEX Henry Hub index price (“NYMEX HH”) (natural gas) and Mont Belvieu Oil Price Information Service (“OPIS”) (NGLs). The following table presents derivative positions for the periods indicated as of December 31, 2024:

	2025			2026			2027		2028		2029			2030

Oil Positions
Fixed Price Swaps - NYMEX WTI
Volume (Bbl/d)		11,926			10,623			3,688		3,366		-		-
Average Price ($/Bbl)	$	71.85		$	68.45		$	65.95	$	62.21	$	-	$	-
Gas Positions
Fixed Price Swaps - Henry Hub
Volume (MMBtu/d)		108,838			86,514			69,070		61,056		50,962			47,714
Average Price ($/MMBtu)	$	3.89		$	3.87		$	3.76	$	3.63	$	3.41		$	3.27
Costless Collar - Henry Hub Volume (MMBtu/d)		-			10,000			-							-
Average Put Price ($/MMBtu)	$	-		$	3.50		$	-	$	-	$	-		$	-
Average Call Price ($/MMbtu)	$	-		$	5.15		$	-	$	-	$	-		$	-
Total Volume (MMBtu/d)		108,838			96,514			69,070		61,056		50,962			47,714
Average Price ($/MMBtu)	$	3.89		$	3.87		$	3.76	$	3.63	$	3.41		$	3.27
NGL Positions
Fixed Price Swaps
Volume (Bbl/d)		8,661			7,841			1,683		-		-			-
Average Price ($/Bbl)	$	0.88		$	0.83		$	0.82	$	-	$	-		$	-
Fixed Gas Basis Swap
Volume ($/MMBtu/d)		76,429			71,719			69,231		-		-			-
Average Price ($/MMBtu)	$	(0.25	)	$	(0.25	)	$	0.14	$	-	$	-		$	-

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Balance Sheet Presentation

The following table summarizes the fair value of the derivatives outstanding on a gross and net basis:

	December 31, 2024
	Oil			Natural Gas			NGL			Commodity			Total
	Commodity			Commodity			Commodity			Derivatives			Financial
Financial Statement Caption, thousands of dollars	Derivatives			Derivatives			Derivatives			Netting (a)			Instruments

Assets
Current assets - derivative instruments	$	8,625		$	22,806		$	7,166		$	(20,873	)	$	17,724
Other long-term assets - derivative instruments		8,243			18,762			8,369			(31,657	)	$	3,717
Total assets		16,868			41,568			15,535			(52,530	)		21,441
Liabilities
Current liabilities - derivative instruments		(92	)		(4,874	)		(21,125	)		20,873		$	(5,218	)
Long-term liabilities - derivative instruments		(1,195	)		(25,321	)		(16,645	)		31,657		$	(11,504	)
Total liabilities		(1,287	)		(30,195	)		(37,770	)		52,530			(16,722	)
Net assets (liabilities)	$	15,581		$	11,373		$	(22,235	)	$	-		$	4,719

	December 31, 2023
	Oil			Natural Gas			NGL			Commodity			Total
	Commodity			Commodity			Commodity			Derivatives			Financial
Financial Statement Caption, thousands of dollars	Derivatives			Derivatives			Derivatives			Netting (a)			Instruments

Assets
Current assets - derivative instruments	$	7,539		$	39,124		$	18,958		$	(19,118	)	$	46,503
Other long-term assets - derivative instruments		30,451			39,799			23,686			(45,918	)	$	48,018
Total assets		37,990			78,923			42,644			(65,036	)		94,521
Liabilities
Current liabilities - derivative instruments		(2,897	)		(1,931	)		(14,388	)		19,118		$	(98	)
Long-term liabilities - derivative instruments		(24	)		(29,263	)		(20,625	)		45,918		$	(3,994	)
Total liabilities		(2,921	)		(31,194	)		(35,013	)		65,036			(4,092	)
Net (liabilities)	$	35,069		$	47,729		$	7,631		$	-		$	90,429

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(a)

Represents counterparty netting under our ISDA Agreements. See Note 2 – Summary of Significant Accounting Policies. For our derivative contracts, we may enter into master netting, collateral and offset agreements with counterparties. These agreements provide us the ability to offset a counterparty’s rights and obligations, request additional collateral when necessary, or liquidate the collateral in the event of counterparty default. We net the fair value of cash collateral paid or received against fair value amounts recognized for net derivative positions executed with the same counterparty under the same master netting or offset agreement.

The following table summarizes the unrealized gains/losses on commodity derivatives, which are included in the “gain (loss) on commodity derivative instruments” line of the consolidated income statement:

	Oil			Natural Gas			NGL			Total
	Commodity			Commodity			Commodity			Financial
in thousands of dollars	Derivatives			Derivatives			Derivatives			Instruments

Year Ended December 31, 2024	$	(19,486	)	$	(36,355	)	$	(29,867	)	$	(85,709	)
Year Ended December 31, 2023	$	67,774		$	92,966		$	31,916		$	192,656

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

The following table summarizes the realized gains/losses on commodity derivatives, which are included in the “gain (loss) on commodity derivative instruments” line of the consolidated income statement:

	Oil			Natural Gas		NGL			Total
	Commodity			Commodity		Commodity			Financial
in thousands of dollars	Derivatives			Derivatives		Derivatives			Instruments

Year Ended December 31, 2024	$	(13,293	)	$	60,311	$	(15,642	)	$	31,376
Year Ended December 31, 2023	$	(35,072	)	$	7,647	$	(19,296	)	$	(46,722	)

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We measure certain assets and liabilities at fair value, using the fair value hierarchy noted below. We use valuation techniques that maximize the use of observable inputs and obtain the majority of our inputs from published objective sources or third-party market participants. We incorporate the impact of nonperformance risk, including credit risk, into our fair value measurements. The fair value hierarchy gives the highest priority of Level 1 to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority of Level 3 to unobservable inputs. We categorize our fair value financial instruments based upon the objectivity of the inputs and how observable those inputs are. The three levels of inputs are described further as follows:

Level 1

Unadjusted quoted prices in active markets for identical assets or liabilities as of the reporting date.

Level 2

Inputs other than quoted prices that are included in Level 1. Level 2 includes financial instruments that are actively traded but are valued using models or other valuation methodologies. We consider the over the counter (“OTC”) commodity derivative contracts in our portfolio to be Level 2.

Level 3

Inputs that are not directly observable for the asset or liability and are significant to the fair value of the asset or liability. Level 3 includes financial instruments that are not actively traded and have little or no observable data for input into industry standard models. We consider our liability-classified long term incentive plan awards and put option liability to be Level 3 liabilities. See Note 13 – Equity and Note 14 – Compensation for additional details.

Our assessment of the significance of an input to its fair value measurement requires judgment and may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels.

Commodity Derivative Instruments

Our commodity derivative instruments include oil, natural gas and NGL swaps and collars. The fair value of our commodity derivative instruments is based on upon a third-party preparer’s calculation using mark-to-market valuation reports provided by our counterparties for monthly settlement purposes to determine the valuation of our derivative instruments. We do not have access to the specific proprietary valuation models or inputs used by our counterparties or third-party preparer.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

We compare the third-party preparer’s valuation to counterparty valuation statements and investigate any significant differences. Additionally, we analyze monthly valuation changes in relation to movements in crude oil and natural gas forward price curves. The fair values reflect nonperformance risk inherent in the transaction using current credit default swap values for each counterparty for asset positions and the Company’s creditworthiness for liability positions. Accordingly, we recorded an adjustment to the fair value of our net derivative liability of $2.7 million and $4.5 million at December 31, 2024 and December 31, 2023, respectively.

Marketable Securities

Our marketable securities consist of publicly traded equity shares owned by the Company. In August 2024, the Company entered into an agreement with a third party to sell certain assets (refer to Note 4 – Acquisition and Divestitures) for consideration including 2.3 million shares of restricted stock valued at $27.3 million at the date of close in October 2024. The stock is restricted under SEC Rule 144 and subject to a minimum holding period of six months. Refer to Note 4 – Acquisitions and Divestitures for additional information.

Fair value is determined by multiplying the third party’s closing stock price quote on the reporting date as published on the New York Stock Exchange (“NYSE”), an active public market, by the number of shares held by the Company. These are considered Level 1 inputs within the fair value hierarchy. The fair value of the securities as of December 31, 2024 was approximately $39.3 million.

Fair Value – Recurring Measurement Basis

The following table presents our financial assets and liabilities that were accounted for at fair value on a recurring basis on our consolidated balance sheets at December 31, 2024 and 2023 by level within the fair value hierarchy.

	December 31, 2024
in thousands of dollars	Level 1		Level 2			Level 3		Total

Commodity derivative instruments (1)
Assets	$	-	$	73,970		$	-	$	73,970
Liabilities		-		(69,251	)		-		(69,251	)
Net assets		-		4,719			-		4,719

Marketable securities
	$	39,356	$	-		$	-	$	39,356

(1)

The derivative fair values are based on analysis of each contract on a gross basis, excluding the impact of netting agreements with counterparties and reclassifications between long-term and short-term balances.

	December 31, 2023
in thousands of dollars	Level 1		Level 2			Level 3		Total

Commodity derivative instruments (1)
Assets	$		$	159,557		$		$	159,557
Liabilities				(69,128	)				(69,128	)
Net assets	$	-	$	90,429		$	-	$	90,429

(1)

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Fair Value – Nonrecurring Measurement Basis

Acquisitions and impairment of proved and unproved properties and other non-oil and natural gas properties are also measured at fair value on a nonrecurring basis. The Company utilizes a discounted cash flow model to estimate the fair value of property as of the measurement date which utilizes the following inputs to estimate future net cash flows: (i) estimated quantities of oil and condensate, natural gas and NGL reserves; (ii) estimates of future commodity prices; and (iii) estimated production rates, future operating and development costs, which are based on the Company’s historic experience with similar properties. These inputs are not observable in the market and represent Level 3 inputs within the fair value hierarchy. In some instances, market comparable information of recent transactions is used to estimate fair value of unproved acreage.

Leases

We primarily have lease agreements for office buildings and vehicles. Our leases generally have lease terms of one year to four years, some of which may include options to extend or shorten the term of the lease at the Company’s discretion. We determine if an arrangement is a lease at inception. Some of our leases include lease and non-lease components. We have elected the practical expedient to not separate lease and non-lease components and account for both as a single lease component.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases where the implicit rate is not determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. For leases including options to extend or terminate the lease, we factor such terms into our determination of the present value of future payments when it is reasonably certain that we will exercise that option. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments and short-term lease payments (leases with initial terms less than 12 months) are expensed as incurred.

Operating lease assets and liabilities are included in operating lease right-of-use assets, operating lease liabilities – current, and operating lease liabilities – noncurrent on our consolidated balance sheets. Our finance lease assets and liabilities are included in other property, plant, and equipment, current portion of long-term debt, and long-term debt on our consolidated balance sheets.

in thousands of dollars	December 31, 2024		December 31, 2023

Operating leases
Operating lease right-of-use assets	$	11,219	$	12,362
Operating lease obligations - current		2,156		841
Operating lease obligations - noncurrent		24,294		25,316
Finance leases Other property, plant, and equipment (1)	$	2,521	$	3,455
Current portion of long-term debt		1,217		1,166
Long-term debt		1,432		2,389

(1).

Finance lease assets are recorded net of accumulated amortization of $4.2 million and $2.0 million at December 31, 2024 and 2023, respectively.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

The following table summarizes the components of leases cost for the periods presented:

	Year Ended December 31,
in thousands of dollars	2024		2023

Operating lease cost	$	3,043	$	5,206
Short-term lease cost		18,215		18,105
Finance lease cost
Amortization of right-of-use assets		1,196		1,003
Interest on lease liabilities		178		198
Total lease cost	$	22,632	$	24,512

The following table summarizes the lease terms and discount rates:

	Year Ended December 31,
	2024			2023
Lease term and discount rate
Weighted-average term (years)
Operating leases		9.59			10.23
Finance leases		2.31			2.85
Weighted-average discount rate
Operating leases		7.47	%		7.43	%
Finance leases		6.07	%		5.86	%

The following table summarizes other lease information for the periods presented:

	Year Ended December 31,
in thousands of dollars	2024				2023

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow from operating leases	$	(1,607	)	$	8,007
Operating cash flow from finance leases		(1,196	)		(1,003	)
Financing cash flows from finance leases		(178	)		(198	)

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Future minimum lease payments under noncancellable leases as of December 31, 2024 were as follows:

in thousands of dollars	Operating Leases			Finance Leases

2025	$	4,065			1,342
2026		3,929			992
2027		3,486			326
2028		3,527			129
2029		3,584			-
Thereafter		19,152			-
Total lease payments		37,743			2,789
Less: Portion representing imputed interest		(11,293	)		(140	)
Total lease liabilities		26,450			2,649
Less: Current portion of lease liabilities		(2,156	)		(1,217	)
Long-term lease liabilities	$	24,294		$	1,432

7.	Long-Lived Assets and Impairment

Our long-lived assets are comprised of oil and natural gas properties and other property, plant and equipment for the periods presented:

in thousands of dollars	December 31, 2024			December 31, 2023

Proved oil and natural gas properties(1)	$	2,337,131		$	2,548,263
Unproved oil and natural gas properties		98,043			126,557
Total oil and natural gas properties		2,435,174			2,674,820
Other property, plant and equipment		120,646			110,888
Less: Accumulated depletion, depreciation and amortization		(1,093,454	)		(1,097,788	)
Net property, plant and equipment	$	1,462,366		$	1,687,920

(1)

Estimates of future asset retirement costs of $264.3 million and $260.4 million are included in our proved oil and natural gas properties at December 31, 2024 and 2023, respectively.

Costs are excluded from the amortization base until proved reserves are established or impairment is determined.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Long-Lived Assets Impairment

During the year ended December 31, 2024, we recorded impairment losses totaling $120.4 million in proved properties.

We incurred $110.9 million of impairment in the third quarter of 2024 on certain East Texas based assets detailed in Note 4 after entering into purchase and sale agreements for total consideration lower than the net book value of the asset group. The East Texas based assets had a net book value of $176.2 million and a fair value of $65.3 million.

We incurred $9.5 million of impairment in the fourth quarter of 2024 due to an increase in operating costs, coupled by decreased production volumes in certain asset groups in East Texas and South Florida. The East Texas and South Florida assets had a net book value of $19.6 million and a fair value of $10.1 million.

During the year ended December 31, 2023, we recorded impairment losses totaling $66.8 million in proved properties.

We incurred $3.5 million of impairment in the first quarter of 2023 due to a significant decrease in commodity prices driven by a decrease in gas futures. The West Texas, East Texas, and South Florida assets had a net book value of $5.4 million and a fair value of $1.9 million.

We incurred $59.2 million of impairment in second quarter of 2023 due to a significant decrease in commodity prices driven by a decrease in gas futures. The Southeast, West Texas, and South Florida assets had a net book value of $120.8 million and a fair value of $61.7 million.

We incurred $4.1 million of impairment in the fourth quarter of 2023 due to significant downward revisions in reserves to certain impairment fields, driven by increased costs and decreased production. The Southeast, West Texas, and South Florida assets had a net book value of $9.6 million and a fair value of $5.5 million.

8.	Other Long-Term Assets

Other long-term assets consist of the following:

in thousands of dollars	December 31, 2024		December 31, 2023

Property reclamation	$	12,528	$	11,910
Unamortized debt issuance costs		8,299		13,206
Security deposits		1,458		1,735
Other		10,318		8,726
Total other long-term assets	$	32,603	$	35,577

Net Profit Interest

As of December 31, 2023, we held a 50% net profit interest (“NPI”) related to Jay Field. The NPI is held 50% by Maverick and a third party (“NPI Holder”). Under the arrangement, the NPI is payable after: (i) funds are withheld, to the extent allowable each month under the arrangement, to pay for the NPI holder’s share of future development costs and abandonment obligations, and (ii) we are reimbursed for the NPI holder’s share of excess historical production costs. Once the NPI holder’s share of the excess historical costs is reimbursed, the NPI will be payable monthly to the extent the NPI for that month exceeds the amount withheld for that month for future development costs and abandonment obligations.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

In March 2024, the Company settled outstanding litigation related to the Jay NPI for $9.2 million, including $5.0 million to purchase the remaining 50% interest in the Jay NPI, and $4.2 million to settle all outstanding legal claims.

Property Reclamation Deposit

As of December 31, 2024 and 2023, we had a property reclamation deposit of $12.5 million and $11.9 million, respectively, included in other long-term assets, held in an escrow account as security for future abandonment and remediation obligations for the Jay Field. We are required to maintain the escrow account in effect for three years after all abandonment and remediation obligations have been completed. The funds in the escrow account are not to be returned to us until the later of three years after satisfaction of all abandonment obligations or December 31, 2026. At certain dates subsequent to closing, we have the right to request a refund of a portion or all of the property reclamation deposit. The seller has the sole discretion to grant our refund request. In addition to the cash deposit, we are required to provide letters of credit. At December 31, 2024 and 2023, we had $21.0 million in letters of credit related to the property reclamation deposit.

9.	Accrued Liabilities

Accrued liabilities consist of the following:

in thousands of dollars	December 31, 2024		December 31, 2023

Revenue and royalties payable	$	71,705	$	93,315
Wages and salaries payable		24,343		21,008
Accrued interest payable		4,311		12,100
Production and property taxes payable		18,092		22,217
Hedge settlement payables		5,905		8,911
Other current liabilities		3,509		2,868
Total accrued liabilities	$	127,865	$	160,419

10.

Debt

Our debt was comprised of the following:

in thousands of dollars	December 31, 2024			December 31, 2023

Credit Facility	$	187,000		$	190,000
ABS Notes		523,047			640,000
Finance Lease Obligations		2,649			3,555
Debt issuance costs		(10,127	)		(12,377	)
Notes held by ABS parent		-			(10,000	)
Total debt, net		702,569			811,178
Current portion, long-term debt		(108,984	)		(112,607	)
Current portion of finance lease obligations		(1,217	)		(1,166	)
Total long-term debt, net	$	592,368		$	697,405

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

ABS Notes

In connection with the ABS Financing Transaction (see Note 4 – Acquisitions and Divestitures), on October 26, 2023, ABS Issuer acquired certain oil and natural gas interests in currently-producing oil and natural gas wells and other assets from Unbridled pursuant to an asset purchase agreement and the acquisition was funded by the issuance of the ABS Notes (as defined in Note 4 – Acquisitions and Divestitures), due December 2038, pursuant to a note purchase agreement. At December 31, 2024 and 2023, the ABS Notes were comprised of the following:

in thousands of dollars		December 31, 2024		December 31, 2023
Series 2023 - 1 Class A-1 8.121% Notes	$	215,319	$	285,000
Series 2023 - 1 Class A-2 8.946% Notes		232,991		260,000
Series 2023 - 1 Class B 12.436% Notes		74,737		95,000
Total ABS Notes (1)	$	523,047	$	640,000

(1)

The fair values of the Company's ABS notes were $526.9 and $647.6 million as of December 31, 2024 and 2023, respectively. The company uses a market approach to determine the fair value of its notes using estimates provided by an independent financial services firm (a Level 2 fair value measurement).

The ABS Notes are secured by certain oil and natural gas interests in currently producing oil and natural gas wells and other assets. The ABS Notes accrue interest at the respective stated per annum rates and have a final maturity date of December 15, 2038. Interest and principal payments are payable on a monthly basis. During the period ended December 31, 2024 and 2023 we incurred $53.3 million and $10.3 million of interest related to the ABS Notes.

Based on whether certain performance metrics are achieved, the Issuer could be required to apply excess cash flow to make additional principal payments.

The ABS Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Issuer maintains specified reserve accounts to be used to make required interest payments in respect of the ABS Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make- whole payments under certain circumstances, (iii) certain indemnification payments in the event, among other things, that the assets pledged as collateral are used in stated ways defective or ineffective, (iv) covenants related to recordkeeping, access to information and similar matters, and (v) the Issuer will comply with all laws and regulations which it is subject to. The ABS Notes are also subject to customary accelerated amortization events provided for in the indenture, including events tied to failure to maintain stated debt service coverage ratios, failure to maintain certain production metrics, certain change of control and management termination events, and event of default and the failure to repay or refinance the ABS Notes on the applicable scheduled maturity date. The ABS Notes are subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respect to the ABS Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.

Under the indenture, the Company must maintain the following financial covenants determined as of the last day of the quarter: 1) Aggregate Debt Service Coverage Ratio (DSCR) of at least 1.05, 2) Senior DSCR of at least 1.25, 3) Senior IA DSCR of at least 1.20.

As of December 31, 2024, we were in compliance with our covenants under the ABS Notes.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Senior Secured Reserve-Based Credit Facility

Since April 2022, we have maintained an agreement with a syndicate of banks including JPMorgan Chase Bank acting as Administrator, Royal Bank of Canada, Citizens Bank, KeyBank National Association acting as co-syndication agents, RBC Capital Markets, and KeyBank Capital Markets (the “Credit Facility”). The agreement is for a maximum $1 billion credit facility with an initial $500 million borrowing base. The maturity date is April 1, 2026. The Credit Facility replaced the Company’s previous Cred Agreement.

The Credit Facility limits the amounts we could borrow to a borrowing base amount determined by the lenders at their sole discretion based on their valuation of our proved reserves and their internal criteria. Our obligations under the credit facility were collateralized by substantially all of our oil and natural gas properties, including mortgage liens on oil and natural gas properties having at least 85% of the reserve value as determined by reserve reports.

The Credit Facility contains certain customary affirmative and negative covenants, including financial covenants requiring maintenance of the Consolidated Total Debt to EBITDAX Ratio to be less than 3.00 to 1.00 and a Current Ratio of no less than 1.00 to 1.00.

At our election, borrowings under the credit facility may be made on an Alternate Base Rate (“ABR”) or a Secured Overnight Financing Rate (“SOFR”) basis plus an applicable margin. In connection with the Credit Facility, the applicable margins vary from 2.00% to 3.00% for ABR borrowings and 3.00% to 4.00% for SOFR borrowings depending on the borrowing base. In addition, we are also required to pay a commitment fee on the amount of any unused commitments at a rate of 0.50% per annum. Interest on ABR borrowings and the commitment fee are generally payable quarterly. As of December 31, 2024, the effective interest rate of the Credit Facility was 9.27%. The Company’s credit facility pays interest at a variable rate, which approximates market rates. Therefore, the carrying value of the Credit Facility approximates fair value.

During 2022, we entered into two amendments to the Credit Facility (the “First Amendment” and “Second Amendment”) which increased the borrowing base from the initial $500 million to $750 million and then to $1 billion, respectively.

In July 2023, we entered into the third amendment to the Credit Facility (the “Third Amendment”), which reduced the borrowing base from $1 billion to $750 million. Each lender’s borrowing capacity was decreased, and we accounted for the Third Amendment as a modification of debt. Additionally, the Third Amendment allowed for a one-time cash distribution to our equity holders not to exceed $10 million in aggregate through September 30, 2023. We did not incur deferred financing costs in relation to the Third Amendment.

In October 2023 in conjunction with the ABS Financing Transaction, we entered into the fourth amendment to the Credit Facility (the “Fourth Amendment”), which amended in its entirety the original Credit Facility. Pursuant to the Fourth Amendment, among other things, the borrowing base was reduced from $750 million to $350 million, and the respective reduced commitments of the various lending banks were reallocated among the continuing lenders to assign the exiting lenders’ commitment. We accounted for the decreases in a lender’s borrowing capacity as a modification and accounted for any lender that exited the credit facility as a debt extinguishment. In connection with the ABS financing transaction, we repaid $0.0 million as of December 31, 2023. We incurred deferred financing costs of $5.6 million in relation to the Fourth Amendment.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

In September 2024, we entered into the fifth amendment to the Credit Facility (the “Fifth Amendment”), which, upon the close of the aforementioned East Texas Sale, reduced the borrowing base from $350 million to $315 million. Each lender’s borrowing capacity was decreased, and we accounted for the Fifth Amendment as a modification of debt, resulting in a $1.5 million write off of deferred financing costs to interest expense. Additionally, the Fifth Amendment allowed for distribution of stock proceeds from the East Texas Sale.

We incurred deferred financing costs of $5.6 million in relation to the Fourth Amendment. At December 31, 2024, our borrowing base is $315.0 million, and the aggregate commitment of all lenders is $1 billion. Our next borrowing base redetermination is scheduled for May 1, 2025.

Unamortized debt issuance costs associated with the Credit Facility were $8.3 million and $13.2 million as of December 31, 2024 and 2023, respectively.

As of December 31, 2024, we were in compliance with our debt covenants under the Credit Facility.

Interest Expense

Our interest expense is as follows:

	Year Ended December 31,
in thousands of dollars	2024		2023
Credit Facility(a)	$	22,251	$	40,828
ABS Notes		53,303		10,307
Amortization of deferred debt issuance costs, Credit Facility		3,652		10,274
Amortization of deferred debt issuance costs, ABS Notes		2,317		581
Other Credit Facility, net		179		186
	$	81,702	$	62,176
	$	1,280	$	2,733

(a)

Includes commitment fees and other fees.

11.	Asset Retirement Obligations

We recognize the fair value of a liability for an ARO in the period it is incurred if a reasonable estimate of fair value can be made. Our ARO represents the present value of the expected costs to plug, abandon and remediate producing and shut-in wells at the end of the productive lives in compliance with applicable local, state and federal laws and applicable lease terms. We estimate the value of our ARO by calculating the present value of estimated cash flows related to plugging and abandonment liabilities. The ARO liability is accreted to its present value each period and the capitalized asset retirement costs are depleted with proved oil and natural gas properties using the unit-of-production method. We review our ARO estimates and assumptions periodically and, to the extent future revisions to these assumptions impact the fair value of the existing ARO liability, we make a corresponding adjustment to the related asset. We consider these inputs to be Level 3 inputs as discussed in Note 2 – Summary of Significant Accounting Policies and Note 5 – Financial Instruments and Fair Value Measurements.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

The following table presents the balance and activity in our ARO for the periods presented:

in thousands of dollars		December 31, 2024			December 31, 2023
Asset retirement obligations, beginning of period	$	249,673		$	253,281
Liabilities settled		(14,234	)		(19,839	)
Liabilities related to divested properties(1)		(19,462	)		(9,970	)
Revisions of estimates(2)		3,956			11,535
Accretion expense(3)		13,407			14,666
Asset retirement obligations end of period		233,340			249,673
Less: Current portion of asset retirement obligations		(17,746	)		(7,282	)
Noncurrent portion of asset retirement obligations	$	215,594		$	242,391

(1).

Includes ARO related to various sold properties. See Note 4 – Acquisitions and Divestitures.

(2).

During the periods presented, we revised our estimates primarily to reflect the following changes in estimated well lives, oil and natural gas prices and plugging and abandonment cost estimates.

(3).

Included in DD&A on our consolidated statements of operations.

12.	Commitments and Contingencies

Surety Bonds and Letters of Credit

In the normal course of business, we have performance obligations that are secured, in whole or in part, by surety bonds or letters of credit. These obligations primarily relate to abandonments, environmental and other responsibilities where governmental and other organizations require such support. These surety bonds and letters of credit are issued by financial institutions and are required to be reimbursed by us if drawn upon. At both December 31, 2024 and 2023, we had $21.3 million of irrevocable letters of credit outstanding, of which $21.0 million related to the property reclamation deposit as discussed in Note 8 – Other Long-Term Assets. At December 31, 2024, no amounts were drawn under the letters of credit.

Legal Proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceedings. In addition, we are not aware of any material legal or governmental proceedings against us, or contemplated to be brought against us, under the various environmental protection statues to which we are subject.

13.

Equity

Common Units

During 2024, we repurchased 1,102 units for $1.1 million related to certain terminated executives. As a result of recent executive terminations, the Company determined that there is an established history of cash settling equity awards, which indicates that the substantive terms of the outstanding equity awards include a cash settlement feature, which results in a liability classification. The Company determined it appropriate to modify all outstanding equity awards to liability awards. This modification resulted in the reclassification from equity to liability awards of 8,960 units for $4.7 million. During the year ended December 31, 2023, we repurchased 3,222 units for $1.5 million for certain members and executives.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

Member Distributions

There was a $0.2 million distribution in May 2024 related to a certain terminated executive. In September 2024, the Board approved a distribution of $24 million at $8.30 per common unit to the common unit holders on record on the applicable record date. In January 2023, the Board approved a distribution of $30 million at $10.36 per common unit to the common unitholders of record on the applicable record date. In May 2023, the Board approved two distributions totaling $50 million. The first distribution was $30 million at $10.36 per common unit to the common unitholders of record on the applicable record date. The second distribution was $20 million at $6.91 per common unit to the common unitholders of record on the applicable record date. In October 2023, the Board approved a distribution of $260 million at $89.76 per common unit to the common unitholders of record on the applicable record date.

The state of Oklahoma requires operators to withhold 5% of all production revenues associated with royalty interests held by Oklahoma nonresidents to be offset against state income taxes. As Maverick is not subject to income taxes as a limited liability company, the tax liability associated with the operations of Unbridled is the responsibility of the members. As such, the balance of Oklahoma state withholding has been reflected as an equity distribution. At December 31, 2024 and 2023, the total distributions attributable to Oklahoma state withholding is $1.1 million and $0.6 million, respectively.

14.	Compensation

Defined Contribution Plan

We sponsor a 401(k) defined contribution plan for eligible employees, and the Plan includes a provision for employer matching contributions. We recorded general and administrative expenses for our matching contributions totaling $2.2 million and $2.4 million for the years ended December 31, 2024 and 2023, respectively.

Long Term Incentive Plans

Maverick Natural Resources, LLC Long Term Incentive Plan (or the “LTIP”) was effective and approved by the Board in August 2019. The LTIP provides for the compensation of employees and eligible nonemployee directors of the Company and its subsidiaries by granting Incentive Units to employees and directors with 3-year and 1-year vesting terms, respectively, from the grant date. The Incentive Unit awards are accounted for as liability-classified awards that will settle in cash and reported as accounts payable and accrued expenses in our consolidated balance sheets. Forfeitures associated with the LTIP awards granted are recognized when they occur.

The Incentive Unit Amounts upon vesting are payable in cash and is equal to the quotient of the Implied Equity Value as of the last day of the fiscal year preceding the Vesting Event (provided, that, in the case of vesting due to an Exit Event or Asset Sale, the Implied Equity Value is, in the sole discretion of the Administrator, either (i) the Implied Equity Value as of the last day of the fiscal year preceding such Vesting Event, or (ii) the Implied Equity Value as of another appropriate date determined by the Administrator, divided by a fixed number subject to adjustment by the Administrator. The Implied Equity Value means an amount equal to the quotient of Adjusted EBITDA and Peer Multiple, less Net Debt, plus Cumulative Distributions. The value of each LTIP unit at December 31, 2024 was estimated at $66.00 per unit. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.

In August 2023, the Company granted long-term incentive awards to various executives in the form of cash. The Awards are subject to time-based vesting conditions. In February 2024, the Company granted additional long-term cash awards to various executives subject to time-based vesting conditions.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

The following table summarizes liability-classified award activity for the years ended December 31, 2024 and 2023 and provides information for unvested units as of December 31, 2024 and 2023:

	Number of Units
Unvested units at December 31, 2022		96,124
Granted		108,473
Forfeited		(20,068	)
Vested		(64,194	)
Unvested units at December 31, 2023		120,335
Granted		88,850
Forfeited		(27,826	)
Vested		(60,528	)
Unvested units at December 31, 2024		120,831

The Company recognized cash-based long-term incentive compensation of $0.7 million and $1.3 million for executive awards in general and administrative expense in our consolidated statements of operations for the years ended December 31, 2024 and 2023, respectively.

Equity Incentive Awards

For equity classified awards, we recognize expense for the grant date fair value of the award over the vesting period of the awards. Forfeitures are accounted for as they occur. The grant date fair value of the common units was derived from an estimate of Enterprise Value, or the fair value of our upstream and midstream businesses and long-term debt and liabilities. Significant inputs used to determine the fair values of properties include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital rate. These inputs require significant judgments and estimates by our management at the time of the valuation and are sensitive and subject to change.

In January 2024, the Company modified previously issued performance-based vesting awards into time-based vesting awards. Upon conversion a portion of the award immediately vested, with the remainder vesting in January 2025 and January 2026. The Company issued additional time-based vesting awards in January 2024, with tranches vesting annually over a three-year period. In August 2023, the Company granted executive incentive awards to various executives in the form of common units. The Awards are subject to performance-based vesting conditions based on market conditions. The remaining term of awards granted in 2024 is two years.

The Company recognized non-cash unit-based compensation of $1.6 million in general and administrative expense in our consolidated statements of operations for the year ended December 31, 2023. The weighted average grant date fair value for the award was $309.13 per common unit. As of December 31, 2023, 28,900 common units have been granted, 16,895 common units remain unvested.

Maverick Natural Resources, LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

In September 2024, the Company modified its accounting for non-cash unit-based awards from equity classified to liability classified (refer to Footnote 13 – Equity). This resulted in a change in the aggregate adjustment to the current fair value of approximately $0.9 million. Approximately $0.4 million of additional expense was recorded in connection with establishing the liability at current fair value, with a residual value of approximately $1.2 million remaining in equity due to grant date fair value in excess of conversion date fair value. After conversion, approximately $4.7 million of equity awards were reclassified to liability awards, included in Accounts payable and accrued liabilities on our consolidated balance sheet.

The Company recognized non-cash unit-based compensation of $4.7 million in general and administrative expense in our consolidated statements of operations for the year ended December 31, 2024. The weighted average grant date fair value for the award was $339.70 per common unit. As of December 31, 2024, 41,489 common units have been granted, 8,254 common units remain unvested.

15.	Restructuring Costs

In 2024 and 2023, as part of the Company’s restructuring plan, we incurred restructuring costs of approximately $9.1 million and $1.6 million, respectively, primarily related to plans for reductions in workforce to improve operational efficiencies.

Restructuring costs recorded in our consolidated statements of operations are presented for the respective periods:

	Year Ended December 31,
in thousands of dollars	2024		2023
Type of restructuring cost
Severance and related benefit costs	$	8,997	$	1,485
Office-lease abandonment and relocation		124		146
	$	9,121	$	1,631

16.	Subsequent Events

The Company has evaluated subsequent events through April 30, 2025, the date the financial statements were issued and noted the events below.

In January 2025, the Company received a favorable verdict related to a civil claim against another operator. The court awarded $5.6 million to the Company, subject to final appeals by the opposing party.

In January 2025, the Company entered into a definitive merger agreement with Diversified Energy Company PLC (“Diversified”). Pursuant to the merger agreement, Diversified acquired all of the Company's outstanding equity interests in exchange for approximately 21.2 million shares of Diversified common stock plus cash consideration of approximately $197 million upon closing of the transaction on March 14, 2025. As a result, the Company became a wholly owned subsidiary of Diversified.

Maverick Natural Resources, LLC and Subsidiaries

Unaudited Supplementary Information

December 31, 2024 and 2023

Unaudited Supplementary Information

Oil and Gas Exploration and Production Activities

The Company has only one reportable operating segment, which is oil and gas development, exploration and production in the U.S. See the Company’s accompanying consolidated statements of operations for information about results of operations for oil and gas producing activities.

Capitalized Costs

(in thousands of dollars)	At December 31,
	2024			2023
Proved properties and related producing assets	$	2,337,131		$	2,548,263
Unproved properties		98,043			126,557
Accumulated depreciation, depletion and amortization		(1,024,803	)		(1,053,454	)
Net capitalized costs	$	1,410,371		$	1,621,366

Costs Incurred for Oil and Gas Producing Activities

(in thousands of dollars)	Year Ended December 31,
	2024		2023
Property acquisition costs
Proved	$	871	$	3,529
Unproved		9,747		14,608
Exploration Costs		-		160
Development costs (a)		134,515		259,365
Total costs incurred	$	145,133	$	277,662

(a)

Development costs incurred for oil and gas producing activities includes the following amounts:

(in thousands of dollars)	Year Ended December 31,
	2024		2023
Development Drilling	$	102,632	$	185,744
Production Facilities and Equipment Upgrades		17,926		35,571
Warehouse Inventory		1,012		14,354
Capitalized G&A		9,041		12,078
Asset retirement obligations		3,904		11,615
Other		-		2
Total Development Costs Incurred	$	134,515	$	259,365

Maverick Natural Resources, LLC and Subsidiaries

Unaudited Supplementary Information

December 31, 2024 and 2023

Results of Operations from Natural Gas and Oil Producing Activities

The table below sets forth the results of operations from natural gas and oil producing activities:

(in thousands of dollars)	2024			2023

Sales	$	771,941		$	896,493
Realized (loss) gain on commodity derivatives		31,376			(46,722	)
Lease Operating Expenses		(348,793	)		(388,237	)
Depreciation, depletion and amortization		(159,536	)		(157,837	)
Impairment of oil and natural gas properties		(120,405	)		(66,785	)
Results of operations (a)	$	174,583		$	236,912

(a)

The results of operations shown above exclude general and administrative.

Reserve Quantity Information

The estimates of the Company’s proved reserves as of December 31, 2024 and 2023 were based on evaluations prepared by independent petroleum engineers. Proved reserves were estimated in accordance with guidelines established by the SEC and the FASB, which require that reserve estimates be prepared under existing economic and operating conditions based upon an average of the first-day-of-the-month commodity price during the 12-month period ending on the balance sheet date with no provision for price and cost escalations except by contractual arrangements.

Proved reserve quantity estimates are subject to numerous uncertainties inherent in the estimation of quantities of proved reserves and in the projection of future rates of production and the timing of development expenditures. The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of subsequent drilling and production performance may cause either upward or downward revision of previous estimates. Further, the volumes considered to be commercially recoverable fluctuate with changes in commodity prices and operating costs. The Company emphasizes that proved reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of currently producing oil and gas properties. Accordingly, these estimates are expected to change as additional information becomes available in the future.

Maverick Natural Resources, LLC and Subsidiaries

Unaudited Supplementary Information

December 31, 2024 and 2023

The following table provides a roll forward of total proved reserves.

	Total			Oil			NGL			Gas
	(MBoe)			(MBbl)			(MBoe)			(MMcf)

Proved reserves
Beginning balance, 12/31/2022		381,268			110,054			89,963			1,087,513
Revision of previous estimates		(76,129	)		(11,841	)		(16,851	)		(284,625	)
Extensions, discoveries and other additions		9,633			4,762			578			25,759
Sale of reserves in-place		(3,059	)		(762	)		(778	)		(9,119	)
Production		(24,959	)		(8,257	)		(5,714	)		(65,929	)
Ending balance, 12/31/2023		286,754			93,956			67,198			753,599
Revision of previous estimates		(16,535	)		(2,460	)		(4,929	)		(54,878	)
Extensions, discoveries and other additions		37,037			19,590			1,840			93,641
Sale of reserves in-place		(25,147	)		(3,700	)		(5,212	)		(97,408	)
Production		(22,459	)		(7,474	)		(4,988	)		(59,982	)
Ending balance, 12/31/2024		259,650			99,912			53,909			634,972

Proved developed reserves
Ending balance, 12/31/2022		304,331			86,403			72,476			872,712
Ending balance, 12/31/2023		235,388			75,236			58,240			611,471
Ending balance, 12/31/2024		196,399			66,174			48,161			492,380
Proved undeveloped reserves
Ending balance, 12/31/2022		76,937			23,650			17,487			214,801
Ending balance, 12/31/2023		51,366			18,720			8,958			142,128
Ending balance, 12/31/2024		63,251			33,738			5,748			142,592

For the year ended December 31, 2024, the Company added 37.0 MMBOE through extensions primarily related to increased pricing and future drilling plans on proved undeveloped location in the Company’s Western Anadarko and Permian assets. These additions were offset by negative revisions of 16.5 MMBOE, reductions in production of 22.5 MMBOE, and the removal of 25.1 MMBOE related to the divestiture of properties primarily in the East Texas area. See Note 4 – Acquisitions and Divestitures for further discussion.

For the year ended December 31, 2023, the Company added 9.6 MMBOE through extensions primarily related to increased pricing and future drilling plans on proved undeveloped location in the Company’s Western Anadarko and Permian assets. These additions were offset by negative revisions of 76.1 MMBOE, reductions in production of 25.0 MMBOE, and the removal of 3.1 MMBOE related to the divestiture of properties in Western Anadarko Basin, West Texas, and Wyoming. See Note 4 – Acquisitions and Divestitures for further discussion.

The NYMEX prices used for oil and gas reserve preparation, based upon SEC guidelines, were as follows:

	Year Ended December 31,				% Change
	2024		2023		2024 to 2023		2023 to 2022
Oil per BBL	$	76.32	$	78.21		-2%		-17%
Gas per MCF	$	2.13	$	2.64		-19%		-59%

Maverick Natural Resources, LLC and Subsidiaries

Unaudited Supplementary Information

December 31, 2024 and 2023

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows (“DFNCF”) is computed by applying commodity prices used in determining proved reserves (with consideration of price changes only to the extent provided by contractual arrangements) to the estimated future production of proved reserves less estimated future expenditures (based on year-end estimated costs) to be incurred in developing and producing the proved reserves, discounted using a rate of ten percent per year to reflect the estimated timing of the future cash flows. Future income taxes are calculated by comparing undiscounted future cash flows to the tax basis of oil and gas properties plus available carryforwards and credits and applying the current tax rates to the difference. The discounted future cash flow estimates do not include the effects of the Company’s commodity derivative contracts.

Discounted future cash flow estimates, like those shown below, are not intended to represent estimates of the fair value of oil and gas properties. Estimates of fair value should also consider probable and possible reserves, anticipated future commodity prices, interest rates, changes in development and production costs and risks associated with future production. Because of these and other considerations, any estimate of fair value is necessarily subjective and imprecise.

The standardized measure of discounted future cash flows as well as a roll forward in total for each respective year are as follows:

	2024			2023
(in thousands of dollars)

Future cash inflows (total revenues)	$	9,529,738		$	10,082,939
Future production costs (severance and ad valorem taxes plus LOE)		(4,017,032	)		(4,796,251	)
Future development costs (capital costs)		(1,817,586	)		(1,707,946	)
Future income tax expense		(17,332	)		(19,546	)
Future net cash flows		3,677,788			3,559,196
10% annual discount for estimated timing of cash flows		(1,634,691	)		(1,548,849	)
Standardized measure of DFNCF	$	2,043,097		$	2,010,347

Maverick Natural Resources, LLC and Subsidiaries

Unaudited Supplementary Information

December 31, 2024 and 2023

Changes in Standardized Measure of Discounted Future Net Cash Flows

	2024			2023
(in thousands of dollars)

Beginning balance	$	2,010,347		$	5,118,150

Net change in prices and production costs		(105,735	)		(2,300,636	)
Net change in future development costs		89,275			12,714
Oil & gas net revenue		(419,088	)		(511,575	)
Extensions		412,936			109,046
Acquisition of reserves		-			-
Divestiture of reserves		(125,307	)		(35,438	)
Revisions of previous quantity estimates		(46,429	)		(997,147	)
Previously estimated development costs incurred		32,125			70,396
Net change in taxes		1,613			10,400
Accretion of discount		202,050			513,870
Changes in timing and other		(8,690	)		20,567
Ending Balance	$	2,043,097		$	2,010,347

EX-99.2 3 ny20049116x3_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Unaudited Pro Forma Condensed Combined Financial Information

Maverick Natural Resources, LLC and Subsidiaries (“Maverick”) Business Combination

On March 14, 2025, Diversified Energy Company, PLC (the “Company”) acquired Maverick in a stock-and-cash transaction (the “Maverick Transaction”), after which Maverick became a wholly-owned subsidiary of the Company. When evaluating the transaction, the Company concluded that it did not have significant asset concentration and as a result it had acquired a distinct set of inputs, processes, and outputs, leading to the conclusion that the transaction was a business combination under International Financial Reporting Standards 3 (“IFRS 3”). The Company funded the transaction through a combination of the issuance of 21,194,213 new U.S. dollar-denominated ordinary shares to Maverick unitholders and paid cash consideration of approximately $197 million. Transaction costs incurred with the Maverick Transaction were approximately $15 million.

Oaktree Capital Management, L.P. (“Oaktree”) Working Interest Asset Acquisition

On June 6, 2024, the Company acquired Oaktree Capital Management, LP’s 100% membership interest in OCM Denali Holdings, LLC and its subsidiaries (“Oaktree” and such transaction, the “Oaktree Transaction”), whose assets predominantly included non-operated working interests in producing wells and related facilities (the “Assets”) that are operated by the Company. The Company assessed the Assets and determined that the Oaktree Transaction was considered an asset acquisition rather than a business combination. When making this determination, management evaluated the Oaktree Transaction under IFRS 3 and concluded that the acquired assets did not meet the definition of a business. The Company paid purchase consideration of $221 million, inclusive of transaction costs of $1 million and customary purchase price adjustments. As part of the Oaktree Transaction, the Company assumed Oaktree’s debt of $133 million. The Company funded the purchase through a combination of existing and expanded liquidity and issued approximately $83 million in notes payable to Oaktree.

Unaudited Pro Forma Condensed Combined Financial Statements

The unaudited pro forma condensed combined statement of financial position as of December 31, 2024 was prepared as if the Maverick Transaction had occurred on December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 was prepared as if the Maverick and Oaktree Transactions had occurred on January 1, 2024. The following unaudited pro forma condensed combined financial statements have been derived from the historical consolidated financial statements of the Company, Maverick, and Oaktree.

The unaudited pro forma condensed combined financial statements and underlying pro forma adjustments are based upon currently available information and include certain estimates and assumptions made by the Company’s management; accordingly, actual results could differ materially from the pro forma information. Significant estimates and assumptions include, but are not limited to, the preliminary purchase price allocation, based on estimates of, and assumptions related to, the fair value of the assets acquired and liabilities assumed that were applied as if the Maverick Transaction occurred on December 31, 2024. Management believes that the assumptions used to prepare the unaudited pro forma condensed combined financial statements and accompanying notes provide a reasonable and supportable basis for presenting the significant estimated effects of the transactions. The following unaudited pro forma condensed combined statements of operations do not purport to represent what the Company’s results of operations would have been if the Maverick and Oaktree Transactions had occurred on January 1, 2024. The unaudited pro forma condensed combined statement of financial position does not purport to represent what the Company’s financial position would have been if the Maverick Transaction had occurred on December 31, 2024. The unaudited pro forma condensed combined financial statements should be read together with the following:

•

the Company’s audited historical consolidated financial statements and accompanying notes included in its Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 17, 2025;

•

Maverick’s audited historical consolidated financial statements and accompanying notes thereto filed as Exhibit 99.1 to this report on Form 6-K of which this Exhibit 99.2 is a part; and

•

Oaktree’s unaudited historical statement of revenues and direct operating expenses and accompanying notes thereto, filed as Exhibit 99.1 to the report on Form 6-K furnished to the SEC on August 20, 2024.

The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of SEC Regulation S-X, using assumptions set forth in the notes herein. Article 11 permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial statements.

Diversified Energy Company PLC Pro Forma Condensed Combined Statement of Financial Position

As of December 31, 2024 (Unaudited)

(In thousands)	DEC Historical (Note 1)			Maverick As Adjusted (Note 2)		Maverick Transaction Adjustments (Note 4)				Pro Forma Combined
ASSETS
Non-current assets:
Natural gas and oil properties, net	$	2,905,702		$	1,383,966	$	(115,115	)	(a)	$	4,174,553
Property, plant and equipment, net		449,540			72,516		—				522,056
Intangible assets		15,180			5,884		(5,884	)	(a)		15,180
Restricted cash		34,843			—		—				34,843
Derivative financial instruments		28,439			3,717		—				32,156
Deferred tax asset		259,287			—		—				259,287
Other non-current assets		6,270			43,822		—				50,092
Total non-current assets		3,699,261			1,509,905		(120,999	)			5,088,167
Current assets:
Trade receivables, net		234,421			133,362		—				367,783
Cash and cash equivalents		5,990			49,362		210,751		(a)		43,084
							(210,751	)	(a)
							(12,268	)	(b)
Restricted cash		11,426			35,249		—				46,675
Derivative financial instruments		33,759			17,724		—				51,483
Other current assets		18,668			54,015		(39,356	)	(c)		33,327
Total current assets		304,264			289,712		(51,624	)			542,352
Total assets		4,003,525			1,799,617		(172,623	)			5,630,519
EQUITY AND LIABILITIES
Current liabilities:
Shareholders' equity:
Share capital	$	13,762		$	—	$	5,490		(a)	$	19,252
Share premium		1,262,711			—		247,781		(a)		1,510,492
Treasury reserve		(119,006	)		—		—				(119,006	)
Share-based payment and other reserves		20,170			—		—				20,170
Retained earnings (accumulated deficit)		(724,960	)		567,191		(567,191	)	(a)		(739,623	)
							(14,663	)	(d)
Equity attributable to owners of the parent		452,677			567,191		(328,583	)			691,285
Non-controlling interest		11,879			—		—				11,879
Total equity		464,556			567,191		(328,583	)			703,164
Non-current liabilities:
Asset retirement obligations		642,142			215,594		(42,199	)	(a)		815,537
Leases		30,824			24,294		—				55,118
Borrowings		1,483,779			592,368		(10,421	)	(a)		2,264,209
							210,751		(a)
							(12,268	)	(b)
Deferred tax liability		8,011			—		—				8,011
Derivative financial instruments		608,869			11,504		—				620,373
Other non-current liabilities		5,384			28,008		—				33,392
Total non-current liabilities		2,779,009			871,768		145,863				3,796,640
Current liabilities:
Trade and other payables		35,013			225,337		—				260,350
Taxes payable		33,498			—		—				33,498
Leases		13,776			—		—				13,776
Borrowings		209,463			110,201		(2,810	)	(a)		316,854
Derivative financial instruments		163,676			5,218		—				168,894
Other current liabilities		304,534			19,902		(1,756	)	(a)		337,343
							14,663		(d)
Total current liabilities		759,960			360,658		10,097				1,130,715
Total liabilities		3,538,969			1,232,426		155,960				4,927,355
Total equity and liabilities	$	4,003,525			1,799,617	$	(172,623	)		$	5,630,519

See accompanying notes to unaudited pro forma condensed combined financial information.

Diversified Energy Company PLC Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2024 (Unaudited)

(In thousands, except share and per unit data)	DEC Historical (Note 1)			Oaktree Historical (Note 1)			Maverick As Adjusted (Note 2)			Oaktree Transaction Adjustments (Note 3)				Maverick Transaction Adjustments (Note 4)				Pro Forma Combined
Revenue	$	794,841		$	35,398		$	841,619		$	20,891		(a)	$	—			$	1,692,749
Operating expense		(428,902	)		(19,344	)		(457,013	)		(8,562	)	(a)		—				(913,821	)
Depreciation, depletion and amortization		(256,484	)		—			(156,691	)		(14,877	)	(b)		57,434		(a)		(370,618	)
Gross profit		109,455			16,054			227,915			(2,548	)			57,434				408,310
General and administrative expense		(129,119	)		—			(76,229	)		—				(14,663	)	(b)		(220,011	)
Allowance for expected credit losses		(101	)		—			—			—				—				(101	)
Gain (loss) on natural gas and oil property and equipment		25,678			—			25,622			—				—				51,300
Gain (loss) on sale of equity interest		(7,375	)		—			—			—				—				(7,375	)
Unrealized gain (loss) on investment		(4,013	)		—			—			—				—				(4,013	)
Gain (loss) on derivative financial instruments		(37,551	)		—			(54,333	)		—				—				(91,884	)
Impairment of proved properties		—			—			(120,405	)		—				—				(120,405	)
Operating profit (loss)		(43,026	)		16,054			2,570			(2,548	)			42,771				15,821
Finance costs		(137,643	)		—			(81,702	)		(10,684	)	(c)		(20,302	)	(c)		(250,331	)
Accretion of asset retirement obligation		(30,868	)		—			(13,407	)		(754	)	(d)		2,017		(d)		(43,012	)
Loss on early retirement of debt		(14,753	)		—			—			—				—				(14,753	)
Other income (expense)		2,338			—			15,928			—				—				18,266
Income (loss) before taxation		(223,952	)		16,054			(76,611	)		(13,986	)			24,486				(274,009	)
Income tax benefit (expense)		136,951			—			(791	)		(497	)	(e)		5,877		(e)		141,540
Net income (loss)		(87,001	)		16,054			(77,402	)		(14,483	)			30,363				(132,469	)
Other comprehensive income (loss)		(1,822	)		—			—			—				—				(1,822	)
Total comprehensive income (loss)	$	(88,823	)	$	16,054			(77,402	)	$	(14,483	)		$	30,363			$	(134,291	)
Net income (loss) attributable to owners of the parent
Diversified Energy Company PLC	$	(88,272	)	$	16,054		$	(77,402	)	$	(14,483	)		$	30,363			$	(133,740	)
Non-controlling interest		1,271			—			—			—				—				1,271
Net income (loss)	$	(87,001	)	$	16,054		$	(77,402	)	$	(14,483	)		$	30,363			$	(132,469	)

Earnings (loss) per share attributable to owners of the parent
Earnings (loss) per share - basic	$	(1.84	)	$	—		$	—		$	—			$	—			$	(1.93	)	(f)
Earnings (loss) per share - diluted	$	(1.84	)	$	—		$	—		$	—			$	—			$	(1.93	)	(f)

Weighted average shares outstanding - basic		48,031,916			—			—			—				—				69,226,129		(f)
Weighted average shares outstanding - diluted		48,031,916			—			—			—				—				69,226,129		(f)

See accompanying notes to unaudited pro forma condensed combined financial information.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1 - Basis of Pro Forma Presentation

The accompanying unaudited pro forma condensed combined financial information was prepared based on the historical consolidated financial statements of the Company for the year ended December 31, 2024, the historical Maverick consolidated financial statements for the year ended December 31, 2024, the historical Oaktree statement of revenues and direct operating expenses for the three months ended March 31, 2024, and the historical financial activity of Oaktree from April 1, 2024 through June 6, 2024, the closing date of the Oaktree Transaction. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 was prepared assuming the Maverick and Oaktree Transactions occurred on January 1, 2024. The unaudited pro forma condensed combined statement of financial position as of December 31, 2024 was prepared as if the Maverick Transaction had occurred on December 31, 2024. The Oaktree Transaction closed on June 6, 2024. Therefore, the Oaktree Transaction is already included in the Company's condensed consolidated statement of financial position as of December 31, 2024.

The unaudited pro forma condensed combined financial information reflects pro forma adjustments that are described in the accompanying notes and are based on currently available information and certain assumptions that the Company believes are reasonable, however, actual results may differ materially. In the Company’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma condensed combined financial information does not purport to represent what the Company’s results of operations would have been if the Maverick and Oaktree Transactions had actually occurred on the date indicated above, nor is it indicative of the Company’s future results of operations. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and related notes of the Company, as applicable, for the periods presented.

Note 2 - Reclassification Adjustments

Certain reclassifications have been made in the historical presentation of Maverick’s financial statements to conform to the Company’s historical presentation.

Statement of Financial Position as of December 31, 2024

(In thousands)

Maverick Caption	Diversified Caption	Maverick Historical			Reclassification Adjustments				Maverick As Adjusted
	ASSETS
	Non-current assets:
Oil and natural gas properties	Natural gas and oil properties, net	$	2,435,174		$	(1,051,208	)	(1)	$	1,383,966
Other property, plant and equipment			120,646			(120,646	)	(2)		—
Accumulated depletion, depreciation, and impairment			(1,093,454	)		1,093,454		(1)		—
	Property, plant and equipment, net		—			72,516		(1)(2)		72,516
	Intangible assets		—			5,884		(2)		5,884
	Restricted cash		—			—				—
Derivative instruments	Derivative financial instruments		3,717			—				3,717
Operating lease right-of-use assets			11,219			(11,219	)	(3)		—
	Deferred tax asset		—			—				—
Other long-term assets	Other non-current assets		32,603			11,219		(3)		43,822
	Total non-current assets		1,509,905			—				1,509,905
	Current assets:
Accounts receivable, net	Trade receivables, net		133,362			—				133,362
Cash	Cash and cash equivalents		49,362			—				49,362
Restricted cash - current	Restricted cash		35,249			—				35,249
Derivative instruments	Derivative financial instruments		17,724			—				17,724
Inventory			7,618			(7,618	)	(4)		—
Marketable securities			39,356			(39,356	)	(4)		—
Prepaid expenses and other current assets	Other current assets		7,041			46,974		(4)		54,015
	Total current assets		289,712			—				289,712
	Total assets		1,799,617			—				1,799,617
	EQUITY AND LIABILITIES
	Shareholders' equity:
	Share capital		—			—				—
	Share premium		—			—				—
	Treasury reserve		—			—				—
	Share-based payment and other reserves		—			—				—
Members' equity	Retained earnings (accumulated deficit)		567,191			—				567,191
	Equity attributable to owners of the parent		567,191			—				567,191
	Non-controlling interest		—			—				—
	Total equity		567,191			—				567,191
	Non-current liabilities:
Asset retirement obligation	Asset retirement obligations		215,594			—				215,594
Operating lease obligations - noncurrent	Leases		24,294			—				24,294
Long-term debt	Borrowings		592,368			—				592,368
	Deferred tax liability		—			—				—
Derivative instruments	Derivative financial instruments		11,504			—				11,504
Other long-term liabilities	Other non-current liabilities		28,008			—				28,008
	Total non-current liabilities		871,768			—				871,768
	Current liabilities:
Accounts payable	Trade and other payables		97,472			127,865		(5)		225,337
Accrued expenses			127,865			(127,865	)	(5)
Current portion of long-term debt	Borrowings		110,201			—				110,201
Derivative instruments	Derivative financial instruments		5,218			—				5,218
Current portion of asset retirement obligations			17,746			(17,746	)	(6)		—
Operating lease obligation - current			2,156			(2,156	)	(6)		—
	Other current liabilities		—			19,902		(6)		19,902
	Total current liabilities		360,658			—				360,658
	Total liabilities		1,232,426			—				1,232,426
	Total equity and liabilities	$	1,799,617		$	—			$	1,799,617

(1)	Represents the reclassification of balances contained in “Accumulated depletion, depreciation, and impairment” on Maverick’s historical balance sheet to “Natural gas and oil properties, net” and “Property, plant and equipment, net” to conform to the Company’s balance sheet presentation.

(2)	Represents the reclassification of balances contained in “Other property, plant and equipment” on Maverick’s historical balance sheet to “Property, plant and equipment, net” and “Intangible assets” to conform to the Company’s balance sheet presentation.

(3)	Represents the reclassification of balances contained in “Operating lease right-of-use assets” on Maverick’s historical balance sheet to “Other non-current assets” to conform to the Company’s balance sheet presentation.

(4)	Represents the reclassification of balances contained in “Inventory” and “Marketable Securities” on Maverick’s historical balance sheet to “Other current assets” to conform to the Company’s balance sheet presentation.

(5)	Represents the reclassification of balances contained in “Accounts payable” and “Accrued expenses” on Maverick’s historical balance sheet to “Trade and other payables” to conform to the Company’s balance sheet presentation.

(6)	Represents the reclassification of balances contained in “Current portion of asset retirement obligations” and “Operating lease obligation - current” on Maverick’s historical balance sheet to “Other current liabilities” to conform to the Company’s balance sheet presentation.

Statement of Operations for the Twelve Months Ended December 31, 2024

(In thousands)

Maverick Caption	Diversified Caption	Maverick Historical			Reclassification Adjustments				Maverick As Adjusted
Oil revenues		$	551,432		$	(551,432	)	(1)	$	—
Natural gas revenues			113,794			(113,794	)	(1)		—
NGL revenues			102,653			(102,653	)	(1)		—
Other revenues, net			73,740			(73,740	)	(1)		—
	Revenue		—			841,619		(1)		841,619
Operating costs	Operating expense		457,013			—		(4)		(457,013	)
Depletion, depreciation and amortization	Depreciation, depletion and amortization		170,098			(13,407	)	(2)(4)		(156,691	)
	Gross profit		214,508			(13,407	)			227,915
General and administrative expenses	General and administrative expense		67,108			9,121		(3)(4)		(76,229	)
Restructuring costs			9,121			(9,121	)	(3)		—
	Allowance for expected credit losses		—			—				—
(Gain) loss on sale of assets	Gain (loss) on natural gas and oil property and equipment		(25,622	)		—		(5)		25,622
	Gain (loss) on sale of equity interest		—			—				—
	Unrealized gain (loss) on investment		—			—				—
Gain (loss) on commodity derivative instruments	Gain (loss) on derivative financial instruments		(54,333	)		—				(54,333	)
Impairment of oil and natural gas properties	Impairment of proved properties		120,405			—		(4)		(120,405	)
	Operating profit (loss)		(10,837	)		(13,407	)			2,570
Interest expense	Finance costs		81,702			—		(4)		(81,702	)
	Accretion of asset retirement obligation		—			13,407		(2)(4)		(13,407	)
	Loss on early retirement of debt		—			—				—
Other income, net	Other income (expense)		(15,928	)		—		(5)		15,928
	Income (loss) before taxation		(76,611	)		—				(76,611	)
Income tax expense (benefit)	Income tax benefit (expense)		791			—		(4)		(791	)
	Net income (loss)		(77,402	)		—				(77,402	)
	Other comprehensive income (loss)		—			—				—
	Total comprehensive income (loss)	$	(77,402	)	$	—			$	(77,402	)

(1)	Represents the reclassification of amounts contained in “Oil revenues,” “Natural gas revenues,” NGL revenues,” and “Other revenues, net” on Maverick’s historical income statement to “Revenue” to conform to the Company’s income statement presentation.

(2)	Represents the reclassification of amounts contained in “Depletion, depreciation and amortization” on Maverick’s historical income statement to “Accretion of asset retirement obligation” to conform to the Company’s income statement presentation.

(3)	Represents the reclassification of amounts contained in “General and administrative expenses” and “Restructuring costs” on Maverick’s historical income statement to “General and administrative expense” to conform to the Company’s income statement presentation.

(4)	Represents the presentation on Maverick’s historical income statement as a negative value to conform to the Company’s income statement presentation.

(5)	Represents the presentation on Maverick’s historical income statement as a positive value to conform to the Company’s income statement presentation.

Note 3 - Pro Forma Adjustments - Oaktree Transaction

The unaudited pro forma condensed combined financial information reflects the adjustments listed below for the Oaktree Transaction. These adjustments are expected to have a continuing impact on the combined Company, unless stated otherwise.

(a)	Adjustments are for the period April 1, 2024 through June 6, 2024, the date the Oaktree Transaction closed.

(b)	Depletion expense associated with the acquired producing properties.

(c)	Interest expense for the Company’s related $172 million borrowing on its Credit Facility and ABS Warehouse Facility using current interest rates, the issuance of an $83 million note payable to Oaktree and the assumption of Oaktree’s $133 million proportionate share of the ABS VI debt.

(d)	Accretion of asset retirement obligation associated with Oaktree’s proportionate working interest in the asset retirement obligations.

(e)	Adjustment to the income tax provision reflects the historical and adjusted income (loss) before taxation multiplied by an approximate 24% effective tax rate for the period presented.

Note 4 - Preliminary Purchase Price & Pro Forma Adjustments - Maverick Transaction

Statement of Financial Position

The unaudited pro forma condensed combined statement of financial position as of December 31, 2024 reflects the following adjustments for the Maverick Transaction:

(a)

As the accounting acquirer, Diversified will account for the Maverick Transaction as a business combination in accordance with IFRS 3. Diversified’s allocation of the preliminary purchase price with respect to the Maverick Transaction is based on preliminary estimates of, and assumptions related to, the fair value of the assets acquired and liabilities assumed as of December 31, 2024, using currently available information. Because the unaudited pro forma condensed combined financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on the financial position and results of operations of the combined company may be materially different from the pro forma amounts included herein. The Maverick Transaction closed on March 14, 2025, and Diversified expects to finalize the purchase price allocation as soon as reasonably practicable, which will not extend beyond the one-year measurement period provided under IFRS 3.

The tables below represent the value of the total consideration and its allocation to the net assets acquired:

(In thousands, except share and per unit data)	Diversified Shares Issued(1)		Price per Share(2)		Purchase Price Consideration
Diversified shares issued to legacy Maverick unit holders		21,194,213	$	11.95	$	253,271
PLUS: Cash consideration to legacy Maverick unitholders through draw on expanded credit facility						196,567
PLUS: Cash consideration to settle legacy Maverick unit-based awards						14,184
Preliminary purchase price consideration					$	464,022

(1)	The Diversified shares issued consists of the number of shares of Diversified common stock issued to legacy Maverick unitholders on the close date of the Maverick Transaction.

(2)	The per share price reflects the closing price per share of Diversified common stock as of March 14, 2025.

(In thousands)	Preliminary Purchase Price Allocation
Assets acquired
Non-current assets
Natural gas and oil properties, net	$	1,268,851
Property, plant and equipment, net		72,516
Intangible assets		—
Derivative financial instruments		3,717
Other non-current assets		43,822
Current assets
Trade receivables, net		133,362
Cash and cash equivalents		49,362
Restricted cash		35,249
Derivative financial instruments		17,724
Other current assets		14,659
Total assets acquired	$	1,639,262
Liabilities assumed
Non-current liabilities
Asset retirement obligations(1)	$	(173,395	)
Leases		(24,294	)
Borrowings		(581,947	)
Derivative financial instruments		(11,504	)
Other non-current liabilities		(28,008	)
Current liabilities
Trade and other payables		(225,337	)
Borrowings		(107,391	)
Derivative financial instruments		(5,218	)
Other current liabilities(1)		(18,146	)
Total liabilities assumed	$	(1,175,240	)
Net assets acquired	$	464,022
Preliminary purchase price consideration	$	464,022

(1)

Maverick prepares its financial statements in accordance with U.S. GAAP, while the Company prepares its financial statements in accordance with IFRS. Accordingly, the Company has adjusted Maverick’s current and non-current asset retirement obligation to conform to IFRS. No other material adjustments were necessary to conform to Diversified’s IFRS presentation.

(b)	Represents the adjustment of $12 million for financing costs incurred by Diversified related to the amendment entered into by Diversified on the closing date of the Maverick Transaction to increase the borrowing base and commitment amounts on its existing revolving credit facility.

(c)

Represents the adjustment of $39 million to remove Maverick’s marketable securities balance, which is entirely comprised of shares of Diversified’s stock received as consideration in an asset sale between Maverick and Diversified that was completed in August 2024. These shares are retained by the legacy unitholders of Maverick.

(d)	Represents the accrual of $15 million of transaction costs incurred by Diversified upon closing the Maverick Transaction.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 reflects the adjustments listed below. These adjustments are expected to have a continuing impact on the combined Company, unless stated otherwise.

(a)

Represents the incremental depreciation, depletion and amortization expense related to the assets acquired in the Maverick Transaction, which is based on the preliminary purchase price allocation. Depletion was calculated using the unit-of-production method under the successful efforts method of accounting. The depletion expense was adjusted for the revision to the depletion rate reflecting the acquisition costs and the reserves volumes attributable to the acquired oil and gas properties. The pro forma depletion rate attributable to the Maverick Transaction was $4.49 per barrel of oil equivalent.

(b)	Represents the accrual of $15 million of transaction costs incurred by Diversified upon closing the Maverick Transaction. These costs are nonrecurring and will not affect Diversified’s statement of operations beyond 12 months after the closing of the Maverick Transaction.

(c)

Represents the net increase to interest expense resulting from the (i) incremental interest expense for borrowings on Diversified’s expanded credit facility to finance the closing of the Maverick Transaction and (ii) incremental interest expense for the amortization of financing costs related to the amendment entered into by Diversified on the closing date of the Maverick Transaction to increase the borrowing base capacity and commitment amounts on Diversified’s revolving credit facility as follows:

	Year Ended
(In thousands)	December 31, 2024
Incremental interest expense for borrowings on Diversified's expanded revolving credit facility	$	(17,235	)
Incremental interest expense for amortization of expected financing costs		(3,067	)
Net transaction accounting adjustments to interest expense	$	(20,302	)

(d)	Represents a decrease in accretion expense attributable to asset retirement obligations of $2 million for the year ended December 31, 2024 due to a downward adjustment in the asset retirement obligation based on its fair value under IFRS.

(e)

Represents the income tax impact of the pro forma adjustments from the Maverick Transaction at the estimated blended federal and state statutory rate of approximately 24% for the year ended December 31, 2024. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Maverick Transaction.

(f)

The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024. As the Maverick Transaction is being reflected in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 as if it had occurred on January 1, 2024, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issuable related to the Maverick Transaction have been outstanding for the entire year.

	Year Ended
(In thousands, except share and per unit data)	December 31, 2024
Net loss, pro forma combined	$	(133,740	)
Diversified weighted average shares outstanding - basic		48,031,916
Diversified shares issued in exchange for legacy Maverick shares as part of consideration transferred		21,194,213
Pro forma weighted average shares outstanding - basic		69,226,129
Dilutive impact of potential shares		—
Pro forma weighted average shares outstanding - diluted		69,226,129

Earnings attributable to Diversified per share, basic	$	(1.93	)
Earnings attributable to Diversified per share, diluted	$	(1.93	)

Potentially dilutive shares(1)		640,568

(1)	Outstanding share-based payment awards excluded from the diluted EPS calculation because their effect would have been anti-dilutive.

Note 5 - Supplemental Oil & Gas Reserve Information

Estimated Quantities of Proved Oil and Natural Gas Reserves

The following tables present information regarding net proved oil and natural gas reserves attributable to the Company's interests in proved properties as of December 31, 2024, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2024. The information set forth in the tables regarding historical reserves of the Company is based on proved reserves reports prepared in accordance with Securities and Exchange Commission’s (“SEC”) rules. The Company’s petroleum engineers prepared the proved reserves reports as of December 31, 2024.

In addition, the following tables also set forth information as of December 31, 2024 about the estimated net proved oil and natural gas reserves attributable to the Maverick Transaction, and the pro forma estimated net proved oil and natural gas reserves as if the Maverick Transaction had occurred on January 1, 2024. The reserve estimates attributable to the Maverick Transaction at December 31, 2024 and the summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2024 presented in the table below were prepared in accordance with the authoritative guidance of the SEC on oil and natural gas reserve estimation and disclosures.

Reserve estimates are inherently imprecise and are generally based upon extrapolation of historical production trends, analogy to similar properties and volumetric calculations. Accordingly, reserve estimates are expected to change, and such changes could be material and occur in the near term as future information becomes available.

	Natural Gas (MMcf)
	DEC Historical			Maverick Transaction Adjustments			Pro Forma Combined
Total proved reserves, beginning of period		3,200,044			753,600			3,953,644
Revisions of previous estimates		(212,056	)		(54,878	)		(266,934	)
Extensions, discoveries and other additions		897			93,641			94,538
Production		(244,298	)		(59,982	)		(304,280	)
Purchase of reserves in place		151,210			—			151,210
Sales of reserves in place		(178	)		(97,408	)		(97,586	)
Total proved reserves, end of period		2,895,619			634,973			3,530,592
Proved developed reserves
Beginning of period		3,184,499			611,472			3,795,971
End of period		2,895,619			492,381			3,388,000
Proved undeveloped reserves:
Beginning of period		15,545			142,128			157,673
End of period		—			142,592			142,592

	NGLs (MBbls)
	DEC Historical			Maverick Transaction Adjustments			Pro Forma Combined
Total proved reserves, beginning of period		95,701			67,198			162,899
Revisions of previous estimates		11,305			(4,929	)		6,376
Extensions, discoveries and other additions		32			1,840			1,872
Production		(5,980	)		(4,988	)		(10,968	)
Purchase of reserves in place		2,413			—			2,413
Sales of reserves in place		—			(5,212	)		(5,212	)
Total proved reserves, end of period		103,471			53,909			157,380
Proved developed reserves
Beginning of period		94,391			58,240			152,631
End of period		103,471			48,161			151,632
Proved undeveloped reserves:
Beginning of period		1,310			8,958			10,268
End of period		—			5,748			5,748

	Oil (MBbls)
	DEC Historical			Maverick Transaction Adjustments			Pro Forma Combined
Total proved reserves, beginning of period		12,616			93,957			106,573
Revisions of previous estimates		6,215			(2,460	)		3,755
Extensions, discoveries and other additions		33			19,590			19,623
Production		(1,568	)		(7,474	)		(9,042	)
Purchase of reserves in place		1,228			—			1,228
Sales of reserves in place		—			(3,700	)		(3,700	)
Total proved reserves, end of period		18,524			99,913			118,437
Proved developed reserves
Beginning of period		12,380			75,237			87,617
End of period		18,524			66,175			84,699
Proved undeveloped reserves:
Beginning of period		236			18,720			18,956
End of period		—			33,738			33,738

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

The following table presents the standardized measure of discounted future net cash flows relating to the proved oil and natural gas reserves of the Company and the Maverick Transaction on a pro forma combined basis as of December 31, 2024 as if the Maverick Transaction had occurred on January 1, 2024. The standardized measure shown below represents estimates only and should not be construed as the current market value of the Company’s estimated oil and natural gas reserves or those acquired estimated oil and natural gas reserves attributable to the Maverick Transaction.

	December 31, 2024
(In thousands)	DEC Historical			Maverick Transaction Adjustments			Pro Forma Combined
Future cash inflows	$	8,600,093		$	9,529,738		$	18,129,831
Future production costs		(4,497,171	)		(4,017,032	)		(8,514,203	)
Future development costs		(2,655,256	)		(1,817,586	)		(4,472,842	)
Future income tax expense		(303,892	)		(681,965	)		(985,857	)
Future net cash flows		1,143,774			3,013,155			4,156,929
10% annual discount for estimated timing of cash flows		253,147			(1,363,039	)		(1,109,892	)
Standardized Measure	$	1,396,921		$	1,650,116		$	3,047,037

The following table sets forth the principal changes in the standardized measure of discounted future net cash flows applicable to estimated net proved oil and natural gas reserves of the Company and the Maverick Transaction on a pro forma combined basis as of December 31, 2024:

	December 31, 2024
(In thousands)	DEC Historical			Maverick Transaction Adjustments			Pro Forma Combined
Standardized Measure, beginning of year	$	1,745,536		$	2,010,348		$	3,755,884
Sales and transfers of natural gas and oil produced, net of production costs		(374,104	)		(419,087	)		(793,191	)
Net changes in prices and production costs		(804,229	)		(105,735	)		(909,964	)
Extensions, discoveries, and other additions, net of future production and development costs		(77,393	)		412,936			335,543
Acquisition of reserves in place		407,175			—			407,175
Divestiture of reserves in place		(27	)		(125,307	)		(125,334	)
Revisions of previous quantity estimates		(344	)		(46,429	)		(46,773	)
Net change in income taxes		199,303			(391,368	)		(192,065	)
Changes in estimated future development costs		—			89,275			89,275
Previously estimated development costs incurred during the year		12,676			32,125			44,801
Changes in production rates (timing) and other		56,610			(8,692	)		47,918
Accretion of discount		231,718			202,050			433,768
Standardized Measure, end of year	$	1,396,921		$	1,650,116		$	3,047,037

EX-99.3 4 ny20049116x3_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-284846) and S-8 (No. 333-276139) of Diversified Energy Company PLC of our report dated April 29, 2024 relating to the financial statements of Maverick Natural Resources, LLC, which appears in this Report on Form 6-K.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

May 16, 2025

EX-99.4 5 ny20049116x3_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

Consent of Independent Auditor

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-284846) and Form S-8 (No. 333-276139) of Diversified Energy Company PLC of our report dated April 30, 2025, relating to the consolidated financial statements of Maverick Natural Resources, LLC, which appears in this Form 6-K.

/s/ BDO USA, P.C.

Houston, Texas

May 16, 2025