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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
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☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2026
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-12209
RANGE RESOURCES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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34-1312571 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer Identification No.) |
100 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102
(Address of principal executive offices, including ZIP code)
(817) 870-2601
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading
Symbol(s)
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Name of each exchange on which registered |
Common Stock, (Par Value $0.01) |
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RRC |
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New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer |
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Accelerated Filer |
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Non-Accelerated Filer |
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Smaller Reporting Company |
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☐ |
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Emerging Growth Company |
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☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
235,622,250 shares of common stock were outstanding on April 17, 2026.
RANGE RESOURCES CORPORATION
FORM 10-Q
Quarter Ended March 31, 2026
Unless the context otherwise indicates, all references in this report to "Range Resources," "Range," "we," "us," or "our" are to Range Resources Corporation and its directly and indirectly owned subsidiaries. For certain industry specific terms used in this Form 10-Q, please see "Glossary of Certain Defined Terms" in our 2025 Annual Report on Form 10-K.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
RANGE RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
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March 31, |
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December 31, |
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2026 |
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2025 |
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Assets |
(Unaudited) |
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Current assets: |
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Cash and cash equivalents |
$ |
247 |
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$ |
204 |
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Accounts receivable, less allowance for doubtful accounts of $248 and $248 |
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276,510 |
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358,687 |
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Derivative assets |
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60,064 |
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53,645 |
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Prepaid assets |
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12,696 |
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9,930 |
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Other current assets |
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26,253 |
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22,014 |
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Total current assets |
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375,770 |
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444,480 |
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Derivative assets |
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32,784 |
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15,752 |
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Natural gas, NGLs and oil properties, net (successful efforts method) |
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6,756,719 |
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6,708,366 |
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Other property and equipment, net |
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6,231 |
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4,935 |
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Operating lease right-of-use assets |
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158,585 |
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173,477 |
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Other assets |
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74,819 |
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74,938 |
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Total assets |
$ |
7,404,908 |
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$ |
7,421,948 |
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Liabilities |
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Current liabilities: |
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Accounts payable |
$ |
231,883 |
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$ |
164,352 |
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Asset retirement obligations |
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1,173 |
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1,173 |
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Accrued liabilities |
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293,430 |
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322,102 |
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Deferred compensation liabilities |
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6,426 |
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5,775 |
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Accrued interest |
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6,718 |
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31,934 |
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Derivative liabilities |
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10,148 |
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1,196 |
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Operating lease liabilities |
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59,402 |
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58,778 |
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Divestiture contract obligation |
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69,477 |
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75,842 |
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Total current liabilities |
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678,657 |
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661,152 |
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Bank debt, net of unamortized debt issuance costs |
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323,294 |
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106,700 |
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Senior notes, net of unamortized debt issuance costs |
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495,960 |
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1,091,634 |
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Deferred tax liabilities |
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787,329 |
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701,601 |
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Derivative liabilities |
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997 |
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2,363 |
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Deferred compensation liabilities |
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69,461 |
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68,635 |
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Operating lease liabilities |
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100,482 |
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115,515 |
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Asset retirement obligations and other liabilities |
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155,870 |
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153,081 |
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Divestiture contract obligation |
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190,464 |
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202,586 |
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Total liabilities |
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2,802,514 |
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3,103,267 |
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Commitments and contingencies |
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Stockholders’ Equity |
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Preferred stock, $1 par, 10,000,000 shares authorized, none issued and outstanding |
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— |
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— |
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Common stock, $0.01 par, 475,000,000 shares authorized, 269,536,603 issued at March 31, 2026 and 268,573,212 shares at December 31, 2025 |
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2,696 |
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2,686 |
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Common stock held in treasury, at cost, 33,915,000 shares at March 31, 2026 and 33,115,000 shares at December 31, 2025 |
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(773,610 |
) |
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(746,486 |
) |
Additional paid-in capital |
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5,964,463 |
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5,971,258 |
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Accumulated other comprehensive income |
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412 |
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424 |
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Retained deficit |
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(591,567 |
) |
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(909,201 |
) |
Total stockholders' equity |
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4,602,394 |
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4,318,681 |
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Total liabilities and stockholders’ equity |
$ |
7,404,908 |
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$ |
7,421,948 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share data)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Revenues and other income: |
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Natural gas, NGLs and oil sales |
$ |
1,010,252 |
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$ |
791,920 |
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Derivative fair value loss |
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(33,429 |
) |
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(158,957 |
) |
Brokered natural gas, NGLs and marketing |
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57,229 |
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54,408 |
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Other income |
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118 |
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3,183 |
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Total revenues and other income |
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1,034,170 |
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690,554 |
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Costs and expenses: |
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Direct operating |
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28,674 |
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25,373 |
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Transportation, gathering, processing and compression |
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323,329 |
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306,109 |
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Taxes other than income |
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5,823 |
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6,987 |
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Brokered natural gas, NGLs and marketing |
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58,123 |
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58,201 |
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Exploration |
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6,030 |
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6,391 |
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Abandonment and impairment of unproved properties |
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3,897 |
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4,574 |
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General and administrative |
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45,351 |
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41,691 |
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Exit costs |
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6,950 |
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8,897 |
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Deferred compensation plan |
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2,543 |
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2,879 |
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Interest |
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19,419 |
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29,161 |
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Loss (gain) on early extinguishment of debt |
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12,344 |
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(3 |
) |
Depletion, depreciation and amortization |
|
88,526 |
|
|
|
90,559 |
|
Total costs and expenses |
|
601,009 |
|
|
|
580,819 |
|
|
|
|
|
|
|
Income before income taxes |
|
433,161 |
|
|
|
109,735 |
|
Income tax expense: |
|
|
|
|
|
Current |
|
5,801 |
|
|
|
2,000 |
|
Deferred |
|
85,730 |
|
|
|
10,683 |
|
|
|
91,531 |
|
|
|
12,683 |
|
Net income |
$ |
341,630 |
|
|
$ |
97,052 |
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
Basic |
$ |
1.45 |
|
|
$ |
0.40 |
|
Diluted |
$ |
1.44 |
|
|
$ |
0.40 |
|
|
|
|
|
|
|
Dividends declared per share |
$ |
0.10 |
|
|
$ |
0.09 |
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
Basic |
|
235,050 |
|
|
|
240,035 |
|
Diluted |
|
236,396 |
|
|
|
241,755 |
|
The accompanying notes are an integral part of these consolidated financial statements.
4
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Net income |
$ |
341,630 |
|
|
$ |
97,052 |
|
Other comprehensive (loss) income: |
|
|
|
|
|
Postretirement benefits: |
|
|
|
|
|
Amortization of prior service costs/actuarial gain |
|
(15 |
) |
|
|
(18 |
) |
Income tax expense |
|
3 |
|
|
|
4 |
|
Total comprehensive income |
$ |
341,618 |
|
|
$ |
97,038 |
|
The accompanying notes are an integral part of these consolidated financial statements.
5
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Operating activities: |
|
|
|
|
|
Net income |
$ |
341,630 |
|
|
$ |
97,052 |
|
Adjustments to reconcile net income to net cash provided from operating activities: |
|
|
|
|
|
Deferred income tax expense |
|
85,730 |
|
|
|
10,683 |
|
Depletion, depreciation and amortization |
|
88,526 |
|
|
|
90,559 |
|
Abandonment and impairment of unproved properties |
|
3,897 |
|
|
|
4,574 |
|
Derivative fair value loss |
|
33,429 |
|
|
|
158,957 |
|
Cash settlements on derivative financial instruments |
|
(49,295 |
) |
|
|
4,573 |
|
Divestiture contract obligation, including accretion |
|
6,950 |
|
|
|
8,897 |
|
Amortization of debt issuance costs and other |
|
1,099 |
|
|
|
1,182 |
|
Deferred and stock-based compensation |
|
15,331 |
|
|
|
15,083 |
|
Gain on the sale of assets |
|
(6 |
) |
|
|
(62 |
) |
Loss (gain) on early extinguishment of debt |
|
12,344 |
|
|
|
(3 |
) |
Changes in working capital: |
|
|
|
|
|
Accounts receivable |
|
82,177 |
|
|
|
(28,722 |
) |
Other current assets |
|
(6,192 |
) |
|
|
(9,028 |
) |
Accounts payable |
|
83,223 |
|
|
|
36,181 |
|
Accrued liabilities and other |
|
(79,707 |
) |
|
|
(59,843 |
) |
Net cash provided from operating activities |
|
619,136 |
|
|
|
330,083 |
|
Investing activities: |
|
|
|
|
|
Additions to natural gas, NGLs and oil properties |
|
(158,310 |
) |
|
|
(132,681 |
) |
Additions to field service assets and other |
|
(1,793 |
) |
|
|
(722 |
) |
Acreage purchases |
|
(7,633 |
) |
|
|
(24,919 |
) |
Proceeds from disposal of assets |
|
31 |
|
|
|
50 |
|
Purchases of marketable securities held by the deferred compensation plan |
|
(1,365 |
) |
|
|
(4,480 |
) |
Proceeds from the sales of marketable securities held by the deferred compensation plan |
|
652 |
|
|
|
257 |
|
Net cash used in investing activities |
|
(168,418 |
) |
|
|
(162,495 |
) |
Financing activities: |
|
|
|
|
|
Borrowings on credit facility |
|
1,182,000 |
|
|
|
— |
|
Repayments on credit facility |
|
(966,000 |
) |
|
|
— |
|
Repayment of senior notes |
|
(608,250 |
) |
|
|
(2,157 |
) |
Dividends paid |
|
(23,835 |
) |
|
|
(21,613 |
) |
Treasury stock purchases |
|
(27,124 |
) |
|
|
(67,477 |
) |
Taxes paid for shares withheld |
|
(20,456 |
) |
|
|
(21,238 |
) |
Change in cash overdrafts |
|
12,025 |
|
|
|
(18,758 |
) |
Proceeds from the sales of common stock held by the deferred compensation plan |
|
965 |
|
|
|
3,739 |
|
Net cash used in financing activities |
|
(450,675 |
) |
|
|
(127,504 |
) |
Increase in cash and cash equivalents |
|
43 |
|
|
|
40,084 |
|
Cash and cash equivalents at beginning of period |
|
204 |
|
|
|
304,490 |
|
Cash and cash equivalents at end of period |
$ |
247 |
|
|
$ |
344,574 |
|
The accompanying notes are an integral part of these consolidated financial statements.
6
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock |
|
|
Additional |
|
|
other |
|
|
|
|
|
|
|
|
Common stock |
|
|
Treasury |
|
|
held in |
|
|
paid-in |
|
|
comprehensive |
|
|
Retained |
|
|
|
|
|
Shares |
|
|
Par value |
|
|
shares |
|
|
treasury |
|
|
capital |
|
|
income |
|
|
deficit |
|
|
Total |
|
Balance as of December 31, 2025 |
|
268,573 |
|
|
$ |
2,686 |
|
|
|
(33,115 |
) |
|
$ |
(746,486 |
) |
|
$ |
5,971,258 |
|
|
$ |
424 |
|
|
$ |
(909,201 |
) |
|
$ |
4,318,681 |
|
Issuance of common stock |
|
961 |
|
|
|
10 |
|
|
|
— |
|
|
|
— |
|
|
|
(19,450 |
) |
|
|
— |
|
|
|
— |
|
|
|
(19,440 |
) |
Issuance of common stock upon vesting of TSRs |
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
225 |
|
|
|
— |
|
|
|
(225 |
) |
|
|
— |
|
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,430 |
|
|
|
— |
|
|
|
— |
|
|
|
12,430 |
|
Dividends ($0.10 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(23,771 |
) |
|
|
(23,771 |
) |
Treasury stock repurchased |
|
— |
|
|
|
— |
|
|
|
(800 |
) |
|
|
(27,124 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(27,124 |
) |
Other comprehensive loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12 |
) |
|
|
— |
|
|
|
(12 |
) |
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
341,630 |
|
|
|
341,630 |
|
Balance as of March 31, 2026 |
|
269,537 |
|
|
$ |
2,696 |
|
|
|
(33,915 |
) |
|
$ |
(773,610 |
) |
|
$ |
5,964,463 |
|
|
$ |
412 |
|
|
$ |
(591,567 |
) |
|
$ |
4,602,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock |
|
|
Additional |
|
|
other |
|
|
|
|
|
|
|
|
Common stock |
|
|
Treasury |
|
|
held in |
|
|
paid-in |
|
|
comprehensive |
|
|
Retained |
|
|
|
|
|
Shares |
|
|
Par value |
|
|
shares |
|
|
treasury |
|
|
capital |
|
|
income |
|
|
deficit |
|
|
Total |
|
Balance as of December 31, 2024 |
|
267,435 |
|
|
$ |
2,674 |
|
|
|
(26,766 |
) |
|
$ |
(513,941 |
) |
|
$ |
5,927,893 |
|
|
$ |
611 |
|
|
$ |
(1,480,580 |
) |
|
$ |
3,936,657 |
|
Issuance of common stock |
|
1,047 |
|
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
(16,356 |
) |
|
|
— |
|
|
|
— |
|
|
|
(16,345 |
) |
Issuance of common stock upon vesting of TSRs |
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
350 |
|
|
|
— |
|
|
|
(350 |
) |
|
|
— |
|
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,644 |
|
|
|
— |
|
|
|
— |
|
|
|
11,644 |
|
Dividends ($0.09 per share) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(21,752 |
) |
|
|
(21,752 |
) |
Treasury stock repurchased |
|
— |
|
|
|
— |
|
|
|
(1,826 |
) |
|
|
(67,477 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(67,477 |
) |
Excise tax on stock repurchases |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(404 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(404 |
) |
Other comprehensive loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14 |
) |
|
|
— |
|
|
|
(14 |
) |
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
97,052 |
|
|
|
97,052 |
|
Balance as of March 31, 2025 |
|
268,488 |
|
|
$ |
2,685 |
|
|
|
(28,592 |
) |
|
$ |
(581,822 |
) |
|
$ |
5,923,531 |
|
|
$ |
597 |
|
|
$ |
(1,405,630 |
) |
|
$ |
3,939,361 |
|
The accompanying notes are an integral part of these consolidated financial statements.
7
RANGE RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF FINANCIAL STATEMENT PRESENTATION
Range Resources Corporation ("Range" or "the Company") is an independent natural gas, natural gas liquids ("NGLs") and oil (predominantly condensate referred to herein as "oil") company engaged in the exploration, development and acquisition of natural gas and liquids properties in the Appalachian region of the United States.
During interim periods, the Company follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026 (the "Form 10-K"). The balance sheet as of March 31, 2026 and the related consolidated statements of income, comprehensive income, cash flows and stockholders' equity for the periods ended March 31, 2026 and 2025 are unaudited and should be read in conjunction with the Notes to the Consolidated Financial Statements and information presented in the Form 10-K. In management's opinion, the accompanying consolidated financial statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All adjustments are of a normal recurring nature unless otherwise disclosed. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.
(2) REVENUES FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
All of the Company's revenues from contracts with customers have title transfer in the United States ("U.S.") and are recognized at the point in time when control is transferred to the customer and collectability is reasonably assured. Accounts receivable attributable to our revenue contracts with customers was $273.3 million as of March 31, 2026 and $354.9 million as of December 31, 2025. Revenue attributable to each of our identified revenue streams is disaggregated below (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Natural gas sales |
$ |
704,081 |
|
|
$ |
490,377 |
|
NGLs sales |
|
259,232 |
|
|
|
275,654 |
|
Oil sales |
|
46,939 |
|
|
|
25,889 |
|
Total natural gas, NGLs and oil sales |
|
1,010,252 |
|
|
|
791,920 |
|
Sales of purchased natural gas |
|
52,877 |
|
|
|
51,085 |
|
Sales of purchased NGLs |
|
2,266 |
|
|
|
1,767 |
|
Other marketing revenue |
|
2,086 |
|
|
|
1,556 |
|
Total |
$ |
1,067,481 |
|
|
$ |
846,328 |
|
(3) INCOME TAXES
We evaluate and update our annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. For the three months ended March 31, 2026, our overall effective tax rate was not materially different than the federal statutory rate. For the three months ended March 31, 2025, our overall effective tax rate was lower than the federal statutory rate due primarily to tax credits, state income taxes and equity compensation. Current income taxes reflect estimated state and federal income taxes due for 2026 which are based on our estimated earnings, taking into account all applicable tax rates and laws.
(4) NET INCOME PER COMMON SHARE
The following sets forth a reconciliation of net income to basic net income attributable to common shareholders to diluted net income attributable to common shareholders (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Net income, as reported |
$ |
341,630 |
|
|
$ |
97,052 |
|
Participating earnings (a) |
|
(386 |
) |
|
|
(299 |
) |
Basic net income attributed to common shareholders |
|
341,244 |
|
|
|
96,753 |
|
Reallocation of participating earnings (a) |
|
2 |
|
|
|
2 |
|
Diluted net income attributed to common shareholders |
$ |
341,246 |
|
|
$ |
96,755 |
|
Net income per common share: |
|
|
|
|
|
Basic |
$ |
1.45 |
|
|
$ |
0.40 |
|
Diluted |
$ |
1.44 |
|
|
$ |
0.40 |
|
(a)
Restricted Stock Liability Awards (discussed in
Note 9) that are held in the deferred compensation plan represent participating securities because they participate in non-forfeitable dividends or distributions with common equity owners. Income allocable to participating securities represents the distributed and undistributed earnings attributable to the participating securities. Participating securities, however, do not participate in undistributed net losses.
The following details weighted average common shares outstanding and diluted weighted average common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Weighted average common shares outstanding – basic |
|
235,050 |
|
|
|
240,035 |
|
Effect of dilutive securities: |
|
|
|
|
|
Director and employee restricted stock and performance-based equity awards |
|
1,346 |
|
|
|
1,720 |
|
Weighted average common shares outstanding – diluted |
|
236,396 |
|
|
|
241,755 |
|
Weighted average common shares outstanding – basic for first quarter 2026 excludes 266,000 shares of restricted stock held in our deferred compensation plan compared to 741,000 shares in first quarter 2025 (although all awards are issued and outstanding upon grant). For the three months ended March 31, 2025, there were 245,000 shares that were outstanding but not included in the computation of diluted net income because the grant prices were greater than the average market price of the common shares and would be anti-dilutive to the computation. There were no anti-dilutive shares for three months ended March 31, 2026.
(5) INDEBTEDNESS
We had the following debt outstanding as of the dates shown below (in thousands):
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Bank debt |
$ |
334,000 |
|
|
$ |
118,000 |
|
Senior notes: |
|
|
|
|
|
8.25% senior notes due 2029 |
|
— |
|
|
|
600,000 |
|
4.75% senior notes due 2030 |
|
500,000 |
|
|
|
500,000 |
|
Total senior notes |
|
500,000 |
|
|
|
1,100,000 |
|
Unamortized debt issuance costs |
|
(14,746 |
) |
|
|
(19,666 |
) |
Total debt, net of debt issuance costs |
|
819,254 |
|
|
|
1,198,334 |
|
No interest was capitalized during the three months ended March 31, 2026 or the year ended December 31, 2025. We were in compliance with applicable covenants under the bank credit facility and our senior notes as of March 31, 2026.
Bank Debt
In October 2025, we entered into an amended and restated revolving bank facility (which we refer to as our bank debt or our bank credit facility) which is secured by substantially all of our assets and has a maturity date of October 2, 2030. The bank credit facility provides for a maximum facility amount of $4.0 billion and an initial borrowing base of $3.0 billion and bank commitments totaling $2.0 billion. The bank credit facility is subject to annual re-determinations and for event-driven unscheduled re-determinations. As of March 31, 2026, our bank group was composed of seventeen financial institutions. The borrowing base may be increased or decreased based on our request and sufficient proved reserves, as determined by the bank group. The commitment amount may be increased to the borrowing base, subject to payment of a mutually acceptable commitment fee to those banks agreeing to participate in the facility increase.
Borrowings under the bank credit facility can either be at the alternate base rate (ABR, as defined in the bank credit facility agreement) plus a spread ranging from 0.75% to 1.75% or at the secured overnight financing rate (SOFR, as defined in such bank credit facility agreement) plus a spread ranging from 1.75% to 2.75%. The applicable spread is dependent upon borrowings relative to the borrowing base. We may elect, from time to time, to convert all or any part of our SOFR loans to base rate loans or to convert all or any part of the base rate loans to SOFR loans. A commitment fee is paid on the undrawn balance based on an annual rate of 0.375% to 0.50%. As of March 31, 2026, the commitment fee was 0.375% and the interest rate margin was 0.75% on our ABR loans and 1.75% on our SOFR loans. Our weighted average interest rate on the bank credit facility was 5.66% for the three months ended March 31, 2026. There was no debt outstanding on our bank credit facility as of March 31, 2025.
As part of our re-determination completed in March 2026, our borrowing base was reaffirmed at $3.0 billion and our bank commitment was also reaffirmed at $2.0 billion. As of March 31, 2026, bank commitments totaled $2.0 billion and we had $334.0 million outstanding on our bank credit facility. Additionally, on March 31, 2026 we had $165.1 million of undrawn letters of credit, leaving approximately $1.5 billion of committed borrowing capacity available under the facility.
Senior Notes
In January 2026, we fully redeemed the principal balance of our 8.25% senior notes due 2029 at 101.375% of par by borrowing on our bank credit facility. We recognized a loss on early extinguishment of debt of $12.3 million including the expense of the remaining unamortized debt issuance costs on the 8.25% senior notes.
If we experience a change of control, noteholders may require us to repurchase all or a portion of our senior notes at 101% of the aggregate principal amount plus accrued and unpaid interest, if any.
Guarantees
Range is a holding company that owns no operating assets and has no significant operations independent of its subsidiaries. The guarantees by our subsidiaries, which are directly or indirectly owned by Range, of our senior notes and our bank credit facility are full and unconditional and joint and several, subject to certain customary release provisions. The assets, liabilities and results of operations of Range and our guarantor subsidiaries are not materially different than our consolidated financial statements. A subsidiary guarantor may be released from its obligations under the guarantee:
•
in the event of a sale or other disposition of all or substantially all of the assets of the subsidiary guarantor or a sale or other disposition of all the capital stock of the subsidiary guarantor, to any corporation or other person (including an unrestricted subsidiary of Range) by way of merger, consolidation, or otherwise; or
•
if Range designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance with the terms of the indenture.
(6) ASSET RETIREMENT OBLIGATIONS
Activity related to our liability for plugging and abandonment costs for the three months ended March 31, 2026 and the year ended December 31, 2025 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026 |
|
|
Year Ended December 31, 2025 |
|
Beginning of period |
$ |
148,952 |
|
|
$ |
133,767 |
|
Liabilities incurred |
|
778 |
|
|
|
3,778 |
|
Liabilities settled |
|
(30 |
) |
|
|
(865 |
) |
Accretion expense |
|
2,077 |
|
|
|
7,683 |
|
Change in estimate |
|
— |
|
|
|
4,589 |
|
End of period |
|
151,777 |
|
|
|
148,952 |
|
Less current portion |
|
(1,173 |
) |
|
|
(1,173 |
) |
Long-term asset retirement obligations |
$ |
150,604 |
|
|
$ |
147,779 |
|
(7) DERIVATIVE ACTIVITIES
The following table sets forth our commodity-based derivative volumes by year as of March 31, 2026, excluding our basis swaps which are discussed separately below. All fair values presented in the table below utilize Level 2 inputs, except where noted. All fair market values ("FMV") are presented in thousands:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
Contract Type |
|
Volume Hedged |
|
|
Weighted Average Hedge Price |
|
|
FMV |
|
|
|
|
|
|
|
Swap |
|
|
Sold Put |
|
|
Floor |
|
|
Ceiling |
|
|
|
|
Natural Gas (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apr - Dec 2026 |
|
Swaps |
|
300,000 Mmbtu/day |
|
$ |
|
4.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
56,876 |
|
Apr - Dec 2026 |
|
Three-way Collars |
|
314,091 Mmbtu/day |
|
|
|
|
|
$ |
|
2.74 |
|
|
$ |
|
3.71 |
|
|
$ |
|
5.06 |
|
|
$ |
34,066 |
|
2027 |
|
Swaps |
|
270,000 Mmbtu/day |
|
|
|
4.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
26,088 |
|
2027 |
|
Three-way Collars |
|
80,000 Mmbtu/day |
|
|
|
|
|
$ |
|
3.00 |
|
|
$ |
|
4.00 |
|
|
$ |
|
4.75 |
|
|
$ |
2,931 |
|
2028 |
|
Collars |
|
20,000 Mmbtu/day |
|
|
|
|
|
|
|
|
|
$ |
|
3.50 |
|
|
$ |
|
4.50 |
|
|
$ |
427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apr - Sep 2026 |
|
Three-way Collars |
|
5,331 bbls/day |
|
|
|
|
|
$ |
|
52.36 |
|
|
$ |
|
62.42 |
|
|
$ |
|
75.18 |
|
|
$ |
(13,519 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NGLs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apr - Sep 2026 |
|
C3 Swaps |
|
4,000 bbls/day |
|
$ |
|
31.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(935 |
) |
Apr - Jun 2026 |
|
C5 Swaps |
|
4,670 bbls/day |
|
$ |
|
67.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(9,047 |
) |
(a)
We also sold natural gas call swaptions of 40,000 Mmbtu/day for the second half of 2026 at a weighted average price of $4.25 Mmbtu that expire in June 2026 and 100,000 Mmbtu/day for 2027 at a weighted average price of $4.00 Mmbtu that expire throughout second quarter 2026. The fair value of these contracts as of March 31, 2026, which utilizes Level 3 inputs, was a liability of $2.4 million.
Basis Swap Contracts
In addition to the commodity derivatives described above, as of March 31, 2026, we had natural gas basis swap contracts which lock in the differential between NYMEX Henry Hub and certain of our physical pricing indices. These contracts settle through December 2030 and include a total volume of 153,762,500 Mmbtu. The fair value of these contracts was a liability of $12.8 million as of March 31, 2026.
Derivative Assets and Liabilities
The combined fair value of derivatives included in the accompanying consolidated balance sheets as of March 31, 2026 and December 31, 2025 is summarized below. The assets and liabilities are netted where derivatives with both gain and loss positions are held by a single counterparty and we have master netting arrangements. The tables below provide additional information relating to our master netting arrangements with our derivative counterparties (in thousands):
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Derivative assets: |
|
|
|
|
|
Gross amounts of recognized assets |
$ |
143,656 |
|
|
$ |
87,458 |
|
Gross amounts offset in the consolidated balance sheets |
|
(50,808 |
) |
|
|
(18,061 |
) |
Net amounts of assets presented in the consolidated balance sheets |
$ |
92,848 |
|
|
$ |
69,397 |
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Derivative (liabilities): |
|
|
|
|
|
Gross amounts of recognized (liabilities) |
$ |
(61,953 |
) |
|
$ |
(21,620 |
) |
Gross amounts offset in the consolidated balance sheets |
|
50,808 |
|
|
|
18,061 |
|
Net amounts of (liabilities) presented in the consolidated balance sheets |
$ |
(11,145 |
) |
|
$ |
(3,559 |
) |
Derivative Fair Value Loss
The effects of our derivatives on our consolidated statements of income are summarized below (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Natural gas derivatives |
$ |
(6,302 |
) |
|
$ |
(158,337 |
) |
NGLs derivatives |
|
(9,982 |
) |
|
|
(963 |
) |
Oil derivatives |
|
(17,145 |
) |
|
|
343 |
|
Total derivative fair value loss |
$ |
(33,429 |
) |
|
$ |
(158,957 |
) |
(8) FAIR VALUE MEASUREMENTS
The Company follows the authoritative guidance for measuring fair value of assets and liabilities in its financial statements. For further information on the fair value hierarchy, refer to Note 2 of the Notes to the Consolidated Financial Statements in the Form 10-K. As of March 31, 2026, a portion of our natural gas instruments contain swaptions where the counterparty has the right, but not the obligation, to enter into a fixed price swap on a pre-determined date. If exercised, the swaption contract becomes a swap treated consistently with our fixed price swaps. As of March 31, 2026, we used a weighted average implied volatility of 22% for natural gas swaptions. The following is a reconciliation of the beginning and ending balances for derivative instruments classified as Level 3 in the fair value hierarchy (in thousands):
|
|
|
|
|
Three Months Ended March 31, 2026 |
|
Balance at December 31, 2025 |
$ |
(603 |
) |
Total gains included in earnings |
|
309 |
|
Additions |
|
(2,259 |
) |
Settlements |
|
135 |
|
Transfers |
|
— |
|
Balance at March 31, 2026 |
$ |
(2,418 |
) |
The following presents the carrying amounts and the fair values and hierarchy of our financial instruments as of March 31, 2026 and December 31, 2025 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives (a) |
$ |
92,848 |
|
|
$ |
92,848 |
|
|
$ |
69,397 |
|
|
$ |
69,397 |
|
Marketable securities (b) |
|
65,317 |
|
|
|
65,317 |
|
|
|
65,436 |
|
|
|
65,436 |
|
(Liabilities): |
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives (a) |
|
(11,145 |
) |
|
|
(11,145 |
) |
|
|
(3,559 |
) |
|
|
(3,559 |
) |
Bank credit facility (c) |
|
(334,000 |
) |
|
|
(334,000 |
) |
|
|
(118,000 |
) |
|
|
(118,000 |
) |
8.25% senior notes due 2029 (c) |
|
— |
|
|
|
— |
|
|
|
(600,000 |
) |
|
|
(609,186 |
) |
4.75% senior notes due 2030 (c) |
|
(500,000 |
) |
|
|
(487,340 |
) |
|
|
(500,000 |
) |
|
|
(493,895 |
) |
Deferred compensation plan (d) |
|
(75,887 |
) |
|
|
(75,887 |
) |
|
|
(74,410 |
) |
|
|
(74,410 |
) |
(a)
Fair values for commodity derivatives utilize Level 2 inputs with the exception of swaptions, which utilize Level 3 inputs. Fair value of swaption contracts as of March 31, 2026 was a liability of $2.4 million.
(b)
Marketable securities, which are held in our deferred compensation plans, are actively traded on major exchanges, which is a Level 1 input.
(c)
The book value of our bank debt approximates fair value because of its floating rate structure. The fair value of our senior notes is based on end of period market quotes which are Level 2 inputs. Debt is presented on the balance sheet at carrying value.
(d)
The fair value of our deferred compensation plan is updated to the closing price of the marketable securities held in the plan on the balance sheet date, which is a Level 1 input.
Our current assets and liabilities include financial instruments, the most significant of which are trade accounts receivable and payable. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments and (2) our historical and expected incurrence of bad debt expense. Our allowance for uncollectible receivables was $248,000 as of March 31, 2026 and December 31, 2025. Non-financial liabilities initially measured at fair value include asset retirement obligations, operating lease liabilities and the divestiture contract obligation that we incurred in conjunction with the sale of our North Louisiana assets.
Certain assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Our proved natural gas and oil properties are reviewed for impairment periodically as events or changes in circumstances indicate the carrying amount may not be recoverable. There were no proved property impairment charges for three months ended March 31, 2026 or 2025.
Concentrations of Credit Risk
As of March 31, 2026, our primary concentrations of credit risk are the risks of not collecting accounts receivable and the risk of a counterparty’s failure to perform under derivative obligations. To manage counterparty risk associated with our derivatives, we select and monitor our counterparties based on our assessment of their financial strength and/or credit ratings. Counterparty credit risk is considered when determining the fair value of our derivative contracts. While our counterparties are primarily major investment grade financial institutions, the fair value of our derivative contracts has been adjusted to account for the risk of non-performance by certain of our counterparties, which was immaterial. As of March 31, 2026, our derivative counterparties included fifteen financial institutions, of which ten were secured lenders in our bank credit facility. As of March 31, 2026, our net derivative position includes an aggregate net payable of $9.0 million to three counterparties not included in our bank credit facility and a net receivable of $982,000 from two counterparties not included in our bank credit facility.
(9) STOCK-BASED COMPENSATION PLANS
Total Stock-Based Compensation Expense
Refer to Note 10 of the Notes to the Consolidated Financial Statements in the Form 10-K for further description of the various types of stock-based compensation awards, their valuations and their award terms. Stock-based compensation represents amortization of time-based restricted stock and performance-based awards. The following details the allocation of stock-based compensation to functional expense categories (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Direct operating expense |
$ |
546 |
|
|
$ |
537 |
|
Brokered natural gas and marketing expense |
|
884 |
|
|
|
840 |
|
Exploration expense |
|
334 |
|
|
|
347 |
|
General and administrative expense |
|
10,625 |
|
|
|
10,111 |
|
Total stock-based compensation expense |
$ |
12,389 |
|
|
$ |
11,835 |
|
The mark-to-market adjustment of the liability related to the restricted stock Liability Awards held in our deferred compensation plan as recorded in deferred compensation plan expense on our consolidated statements of income, is directly tied to the change in our stock price and not directly related to functional expenses and, therefore, is not allocated to the functional categories above.
Time-based - Equity Awards. These awards ("Equity Awards") are expensed ratably over the service period associated with the awards based on fair value. Fair value is based on prevailing market price on the date of grant and is expensed over a service period up to three years. We recorded compensation expense for these outstanding Equity Awards of $10.3 million in first three months 2026 compared to $10.1 million in the same period of 2025.
Time-based - Liability Awards. There have been no significant ("Liability Awards") grants since 2022, and we have no compensation expense recorded for these awards in 2026. Liability Awards were historically contributed into the deferred compensation plan (see further discussion below).
Performance-based TSR Awards ("TSRs" or "TSR Awards"). The fair value of the TSR Awards is estimated on the date of grant using a Monte Carlo simulation model which utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. Expected volatilities utilized in the model were estimated using a historical period consistent with the remaining performance period of three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the life of the grant.
Beginning in 2026, we granted performance awards that include (i) "relative" TSR units that will have payouts determined based on our total shareholder return relative to a peer group at the end of the performance period, which are similar to TSR grants made historically and (ii) "absolute" TSR units that will have payouts determined based on total shareholder return targets of our common stock for the performance period. We recorded compensation expense for TSR awards of $1.9 million in first three months 2026 compared to $1.3 million in the same period of 2025. Fair value is amortized over the performance period with no adjustment to the expense recorded for actual targets achieved.
The following assumptions were used to estimate the fair value of the TSR Awards granted during first three months 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2026 |
|
|
2025 |
|
Risk-free interest rate |
|
|
3.5 |
% |
|
|
4.2 |
% |
Expected annual volatility |
|
|
35 |
% |
|
|
46 |
% |
Grant date fair value per unit - relative TSR units |
|
$ |
40.46 |
|
|
$ |
44.39 |
|
Grant date fair value per unit - absolute TSR units |
|
$ |
38.47 |
|
|
$ |
— |
|
Equity Award Summary
The following is a summary of the activity for our time-based and performance-based stock awards for the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-Based Equity Awards |
|
|
Performance-Based Stock Awards |
|
|
Shares |
|
|
Weighted Average Grant Date Fair Value |
|
|
Number of Units (a) |
|
|
Weighted Average Grant Date Fair Value |
|
Outstanding at December 31, 2025 |
|
1,104,628 |
|
|
$ |
36.37 |
|
|
|
620,208 |
|
|
$ |
35.13 |
|
Granted |
|
1,140,576 |
|
|
|
35.81 |
|
|
|
236,122 |
|
|
|
39.79 |
|
Vested |
|
(297,722 |
) |
|
|
34.59 |
|
|
|
(145,747 |
) |
|
|
26.86 |
|
Forfeited |
|
(2,794 |
) |
|
|
36.22 |
|
|
|
— |
|
|
|
— |
|
Outstanding at March 31, 2026 |
|
1,944,688 |
|
|
$ |
36.31 |
|
|
|
710,583 |
|
|
$ |
38.37 |
|
(a)
Amounts granted reflect performance units initially granted. The actual payout will be between zero and 200% depending on achievement of either total stockholder return ranking compared to our peers over the performance period or our absolute shareholder return ranking.
Deferred Compensation Plan
The assets of our deferred compensation plan are held in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our general creditors in the event of bankruptcy or insolvency. Our common stock held in the Rabbi Trust is accounted for as Liability Awards and is adjusted to fair value each reporting period by a charge or credit to deferred compensation plan expense on our consolidated statements of income. We recorded a mark-to-market loss of $2.5 million in first quarter 2026 compared to a mark-to-market loss of $2.9 million in first quarter 2025. The Rabbi Trust held 248,000 shares (237,000 vested shares) of Range common stock as of March 31, 2026 compared to 266,000 shares (258,000 vested shares) as of December 31, 2025.
Trading securities. Our trading securities held in the deferred compensation plan are accounted for using the mark-to-market accounting method and are included in other assets in the accompanying consolidated balance sheets. We elected to adopt the fair value option to simplify our accounting for the investments in our deferred compensation plan. Interest, dividends, and mark-to-market gains or losses are included in the changes in our deferred compensation assets and liabilities on the accompanying consolidated balance sheets. For first quarter 2026, interest and dividends were $106,000 and the mark-to-market loss was $1.8 million compared to interest and dividends of $133,000 and a mark-to-market loss of $928,000 in first quarter 2025.
(10) CAPITAL STOCK
Treasury Stock
In February 2026, our Board of Directors approved an increase to our existing stock repurchase program to an aggregate $1.5 billion. Our total remaining share repurchase authorization was $1.5 billion as of March 31, 2026. In first quarter 2026, we repurchased 800,000 shares at an aggregate investment of $27.1 million. The following is a schedule of the change in treasury shares based on settlement date for the three months ended March 31, 2026:
|
|
|
|
|
Three Months Ended March 31, 2026 |
|
Beginning balance |
|
33,115,000 |
|
Shares repurchased |
|
800,000 |
|
Ending balance |
|
33,915,000 |
|
(11) EXIT COSTS
In third quarter 2020, the Company sold its North Louisiana assets and retained certain gathering, transportation and processing obligations which extend into 2030. These are contracts where we will not realize any future benefit. The estimated obligations are included in current and long-term divestiture contract obligation in our consolidated balance sheets. In first three months 2026, we recorded accretion expense of $7.0 million compared to $8.9 million in the same period of the prior year.
The following details the accrued exit cost liability activity for the three months ended March 31, 2026 (in thousands):
|
|
|
|
|
Exit Costs |
|
Balance at December 31, 2025 |
$ |
278,428 |
|
Accretion of discount |
|
6,950 |
|
Payments |
|
(25,437 |
) |
Balance at March 31, 2026 |
$ |
259,941 |
|
(12) SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
(in thousands) |
|
Net cash provided from operating activities included: |
|
|
|
|
|
State income taxes paid to taxing authorities (a) |
|
(1,800 |
) |
|
|
(1,400 |
) |
Interest paid |
|
(43,791 |
) |
|
|
(39,969 |
) |
Non-cash investing activities included: |
|
|
|
|
|
Increase in asset retirement costs capitalized |
|
778 |
|
|
|
1,474 |
|
Decrease in accrued capital expenditures |
|
(11,370 |
) |
|
|
(11,149 |
) |
(a)
State income taxes paid relate exclusively to Pennsylvania.
(13) COMMITMENTS AND CONTINGENCIES
Litigation
We are the subject of, or party to, various pending or threatened legal actions, administrative proceedings or investigations arising in the ordinary course of our business including, but not limited to, royalty claims, contract claims and environmental claims. While many of these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately incurred with respect to these actions, proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations.
When deemed necessary, we establish reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible we could incur additional losses with respect to those matters in which reserves have been established. We will continue to evaluate our litigation on a quarterly basis and will establish and adjust any litigation reserves as appropriate to reflect our assessment of the then current status of litigation.
We have incurred and will continue to incur capital, operating and remediation expenditures as a result of environmental laws and regulations. As of March 31, 2026, liabilities for remediation were not material. We are not aware of any environmental claims existing as of March 31, 2026 that have not been provided for or would otherwise have a material impact on our financial position or results of operations. Environmental liabilities normally involve estimates that are subject to revision until final resolution, settlement or remediation occurs.
Transportation, Gathering and Processing Contracts
There were no significant changes to firm transportation, gathering and processing minimum commitments or contingent commitments in first three months 2026.
(14) SUSPENDED EXPLORATORY WELL COSTS
We capitalize exploratory well costs until a determination is made that the well has either found proved reserves or that it is impaired. Capitalized exploratory well costs are presented in natural gas and oil properties in the accompanying consolidated balance sheets. If an exploratory well is determined to be impaired, the well costs are charged to exploration expense in the accompanying consolidated statements of income.
We believe these wells exhibit sufficient quantities of natural gas to justify future development. These suspended wells require completion activities and infrastructure expansion in order to classify the reserves as proved. The following table reflects the changes in capitalized exploratory well costs for the three months ended March 31, 2026 and the year ended December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026 |
|
|
Year Ended December 31, 2025 |
|
|
|
(in thousands) |
|
Balance at beginning of period |
|
$ |
19,292 |
|
|
$ |
12,569 |
|
Additions to capitalized exploratory well costs pending the determination of proved reserves |
|
|
6,567 |
|
|
|
6,723 |
|
Reclassifications to wells, facilities and equipment based on determination of proved reserves |
|
|
— |
|
|
|
— |
|
Capitalized exploratory well costs, charged to expense |
|
|
— |
|
|
|
— |
|
Balance at end of period |
|
$ |
25,859 |
|
|
$ |
19,292 |
|
Less exploratory well costs that have been capitalized for a period of one year or less |
|
$ |
— |
|
|
$ |
— |
|
Capitalized exploratory well costs that have been capitalized for a period greater than one year |
|
$ |
25,859 |
|
|
$ |
19,292 |
|
Number of projects that have exploratory well costs capitalized for a period greater than one year |
|
|
2 |
|
|
|
2 |
|
(15) NATURAL GAS AND OIL EXPLORATION, DEVELOPMENT AND PRODUCTION ACTIVITIES
Capitalized Costs and Accumulated Depreciation, Depletion and Amortization (a)
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
(in thousands) |
|
Natural gas, NGLs and oil properties: |
|
|
|
|
|
Properties subject to depreciation, depletion and amortization |
$ |
11,769,369 |
|
|
$ |
11,635,187 |
|
Unproved properties |
|
833,011 |
|
|
|
832,757 |
|
Total |
|
12,602,380 |
|
|
|
12,467,944 |
|
Accumulated depletion and depreciation |
|
(5,845,661 |
) |
|
|
(5,759,578 |
) |
Net capitalized costs |
$ |
6,756,719 |
|
|
$ |
6,708,366 |
|
(a)
Includes capitalized asset retirement costs and the associated accumulated amortization.
Costs Incurred for Property Acquisition, Exploration and Development (b)
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2026 |
|
|
Year Ended December 31, 2025 |
|
|
(in thousands) |
|
Acquisitions: |
|
|
|
|
|
Acreage purchases |
$ |
4,940 |
|
|
$ |
51,802 |
|
Development |
|
124,665 |
|
|
|
601,326 |
|
Exploration: |
|
|
|
|
|
Drilling |
|
6,567 |
|
|
|
6,723 |
|
Expense |
|
5,696 |
|
|
|
28,824 |
|
Stock-based compensation expense |
|
334 |
|
|
|
1,355 |
|
Pipeline and facilities: |
|
|
|
|
|
Development |
|
1,442 |
|
|
|
8,860 |
|
Subtotal |
|
143,644 |
|
|
|
698,890 |
|
Asset retirement obligations |
|
778 |
|
|
|
8,367 |
|
Total costs incurred |
$ |
144,422 |
|
|
$ |
707,257 |
|
(b) Includes costs incurred whether capitalized or expensed.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview of Our Business
We are an independent natural gas, natural gas liquids and oil company engaged in the exploration, development and acquisition of natural gas, NGLs and oil properties in the Appalachian region of the United States. We operate in one segment and have a single company-wide management team that administers all properties as a whole rather than by discrete operating segments. We measure financial performance as a single enterprise and not on a geographical or an area-by-area basis.
Our overarching business objective is to build stockholder value through returns-focused development of properties. Our strategy to achieve our business objective is to generate consistent cash flows from reserves and production through internally generated drilling projects occasionally coupled with complementary acquisitions and divestitures. Currently, our investment portfolio is focused on high-quality natural gas and NGLs assets in the Commonwealth of Pennsylvania. Our revenues, profitability and future growth depend substantially on prevailing prices for natural gas, NGLs and oil and on our ability to economically find, develop, acquire, produce and sell these reserves.
Commodity prices have been and are expected to remain volatile. We believe we are well-positioned to manage challenges that could occur during price variations and that we can endure the continued fluctuations in current and future commodity prices by:
•
exercising discipline in our capital investments;
•
maintaining a competitive cost structure;
•
diversifying sales outlets;
•
managing price risk through the partial hedging of our production;
•
maintaining a strong balance sheet; and
•
optimizing drilling, completion and operational efficiencies.
Prices for natural gas, NGLs and oil fluctuate widely and affect:
•
our revenues, profitability and cash flow;
•
the amount of cash flow available to us for reinvestment or return to our stockholders;
•
the quantity of natural gas, NGLs and oil that we can economically produce;
•
the quantity of natural gas, NGLs and oil shown as proved reserves; and
•
our ability to borrow and raise additional capital, if needed.
We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect our reported results of operations and the amount of our reported assets, liabilities and proved reserves. We use the successful efforts method of accounting for our natural gas, NGLs and oil activities. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the preceding consolidated financial statements and notes in Item 1.
Market Conditions
We believe we are positioned for sustainable long-term success. We continue to monitor the impact of the actions of OPEC and other large hydrocarbon producing nations; the Russia-Ukraine war, military action in the Middle East and flows of energy commodities through the Strait of Hormuz; global inventories of natural gas, NGLs and oil; future U.S. infrastructure investment; future monetary and fiscal policy, tariffs and their impacts on global trade and energy demand; and governmental policies aimed at the energy sector, including those focused on transitioning towards lower carbon energy. We expect prices for the commodities we produce to remain volatile given the complex dynamics of supply and demand that exist in the global energy markets. In first three months 2026, average natural gas prices increased primarily due to increased demand from winter weather and LNG export growth. Longer term natural gas futures prices remain constructive based on market expectations of continued LNG export expansion and increasing global power demand, while associated gas-related activity in oil basins and dry gas basin activity are expected to show modest rates of growth due to infrastructure constraints, moderated reinvestment rates and inventory exhaustion. In addition, the global energy shortage experienced in recent years and geopolitical disruptions of energy flows from key producing regions further highlighted the need for affordable and reliable fuel sources, supporting continued strong structural demand growth for U.S. LNG exports, as well as domestic electricity generation. Other factors such as supply chain disruptions, cost inflation, concerns over a potential economic recession and the pace of changes in global monetary policy may impact global demand for natural gas, NGLs and oil. We continue to assess and monitor the impact of these factors on our business and operations.
Benchmarks for natural gas and oil increased in first quarter 2026 and NGLs decreased in first quarter 2026 compared to the same period of 2025.
The following table lists related benchmarks for natural gas, oil and NGLs composite prices for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Benchmarks: |
|
|
|
|
|
Average NYMEX prices (a) |
|
|
|
|
|
Natural gas (per mcf) |
$ |
4.97 |
|
|
$ |
3.66 |
|
Oil (per bbl) |
|
73.98 |
|
|
|
71.40 |
|
Mont Belvieu NGLs composite (per gallon) (b) |
|
0.53 |
|
|
|
0.64 |
|
(a)
Based on weighted average of bid week prompt month prices on the New York Mercantile Exchange ("NYMEX").
(b)
Based on our estimated NGLs product composition per barrel.
Prices for natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows. Our price realizations (not including the impact of our derivatives) may differ from these benchmarks for many reasons, including quality, location or production being sold at different indices.
Consolidated Results of Operations
Overview of First Quarter 2026 Results
In first quarter 2026, we experienced an increase in revenue from the sale of natural gas, NGLs and oil when compared to the same quarter of 2025, due to a 29% increase in net realized prices (average prices including all derivative settlements and third-party transportation costs paid by us) and a slight increase in total production.
During first quarter 2026, we recognized net income of $341.6 million, or $1.44 per diluted common share compared to net income of $97.1 million, or $0.40 per diluted common share during first quarter 2025. The higher net income in first quarter 2026 compared to first quarter 2025 is primarily due to increased realized prices.
Our first quarter 2026 financial and operating performance included the following results:
•
revenue from the sale of natural gas, NGLs and oil increased 28% from the same period of 2025 due to a 27% increase in average realized prices (before cash settlements on our derivatives) combined with a slight increase in production volumes;
•
revenue from the sale of natural gas, NGLs and oil (including cash settlements on our derivatives) increased 21% from the same period of 2025;
•
direct operating expense per mcfe increased to $0.14 in first quarter 2026 compared to $0.13 in the same period of 2025 due to an increase in winter operations and water hauling costs;
•
transportation, gathering, processing and compression per mcfe increased to $1.63 in first quarter 2026 compared to $1.55 in the same period of 2025, primarily due to an increase in electricity rates and fuel prices;
•
general and administrative expense per mcfe increased to $0.23 in first quarter 2026 compared to $0.21 in the same period of 2025 due to higher employee related costs; and
•
interest expense per mcfe decreased 33% from the same period of 2025 due to lower debt balances and lower interest rates.
First quarter 2026 also included the following returns of capital and balance sheet highlights:
•
repurchased $27.1 million (800,000 shares) of our common stock;
•
paid $23.8 million of dividends, an 11% higher dividend of $0.10 per share compared to $0.09 per share in the same period of 2025; and
•
reduced our higher interest rate debt by paying off the $600 million principal balance of our 8.25% senior notes due 2029 by utilizing borrowings under the credit facility, while retaining $1.5 billion in available liquidity under our credit facility.
We generated $619.1 million of cash from operating activities in first quarter 2026, an increase of $289.1 million from first quarter 2025, which reflects the impact of higher realized prices.
Natural Gas, NGLs and Oil Sales, Production and Realized Price Calculations
Our revenues vary primarily as a result of changes in realized commodity prices and production volumes. Our revenues are generally recognized when control of the product is transferred to the customer and collectability is reasonably assured. The following table illustrates the primary components of natural gas, NGLs and oil sales for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
Natural gas, NGLs and oil sales |
|
|
|
|
|
|
|
|
|
|
|
Natural gas |
$ |
704,081 |
|
|
$ |
490,377 |
|
|
$ |
213,704 |
|
|
|
44 |
% |
NGLs |
|
259,232 |
|
|
|
275,654 |
|
|
|
(16,422 |
) |
|
|
(6 |
)% |
Oil |
|
46,939 |
|
|
|
25,889 |
|
|
|
21,050 |
|
|
|
81 |
% |
Total natural gas, NGLs and oil sales |
$ |
1,010,252 |
|
|
$ |
791,920 |
|
|
$ |
218,332 |
|
|
|
28 |
% |
Production growth is generated as new wells are placed in production, which is partially offset by the natural decline in production through existing wells. Our production for the three months ended March 31, 2026 and 2025 is set forth in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
Production (a) |
|
|
|
|
|
|
|
|
|
|
|
Natural gas (mcf) |
|
135,795,771 |
|
|
|
135,963,430 |
|
|
|
(167,659 |
) |
|
|
— |
% |
NGLs (bbls) |
|
9,737,382 |
|
|
|
9,919,989 |
|
|
|
(182,607 |
) |
|
|
(2 |
)% |
Oil (bbls) |
|
741,524 |
|
|
|
423,579 |
|
|
|
317,945 |
|
|
|
75 |
% |
Total (mcfe) (b) |
|
198,669,207 |
|
|
|
198,024,838 |
|
|
|
644,369 |
|
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Average daily production (a) |
|
|
|
|
|
|
|
|
|
|
|
Natural gas (mcf) |
|
1,508,842 |
|
|
|
1,510,705 |
|
|
|
(1,863 |
) |
|
|
— |
% |
NGLs (bbls) |
|
108,193 |
|
|
|
110,222 |
|
|
|
(2,029 |
) |
|
|
(2 |
)% |
Oil (bbls) |
|
8,239 |
|
|
|
4,706 |
|
|
|
3,533 |
|
|
|
75 |
% |
Total (mcfe) (b) |
|
2,207,436 |
|
|
|
2,200,276 |
|
|
|
7,160 |
|
|
|
— |
% |
(a)
Represents volumes sold regardless of when produced.
(b)
Oil and NGLs volumes are converted to mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil to natural gas, which is not indicative of the relationship between oil and natural gas prices.
Our average realized price received (including all derivative settlements and third-party transportation costs) during first quarter 2026 was $3.21 per mcfe compared to $2.48 per mcfe in first quarter 2025. Our average realized prices (excluding derivative settlements) do not include derivative settlements or third-party transportation costs which are reported in transportation, gathering, processing and compression expense in the accompanying consolidated statements of income. Our average realized prices (including derivative settlements) do include transportation costs where we receive net revenue proceeds from purchasers. Our average realized prices (including derivative settlements and third-party transportation costs) calculation also includes all cash settlements for derivatives. We believe computed final realized prices should include the total impact of transportation, gathering, processing and compression expense. Our average realized price calculations for three months ended March 31, 2026 and 2025 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
Average Prices |
|
|
|
|
|
|
|
|
|
|
|
Average realized prices (excluding derivative settlements): |
|
|
|
|
|
|
|
|
|
|
|
Natural gas (per mcf) |
$ |
5.18 |
|
|
$ |
3.61 |
|
|
$ |
1.57 |
|
|
|
43 |
% |
NGLs (per bbl) |
|
26.62 |
|
|
|
27.79 |
|
|
|
(1.17 |
) |
|
|
(4 |
)% |
Oil (per bbl) |
|
63.30 |
|
|
|
61.12 |
|
|
|
2.18 |
|
|
|
4 |
% |
Total (per mcfe) (a) |
|
5.09 |
|
|
|
4.00 |
|
|
|
1.09 |
|
|
|
27 |
% |
Average realized prices (including derivative settlements): |
|
|
|
|
|
|
|
|
|
|
|
Natural gas (per mcf) |
$ |
4.85 |
|
|
$ |
3.64 |
|
|
$ |
1.21 |
|
|
|
33 |
% |
NGLs (per bbl) |
|
26.62 |
|
|
|
27.75 |
|
|
|
(1.13 |
) |
|
|
(4 |
)% |
Oil (per bbl) |
|
58.41 |
|
|
|
61.72 |
|
|
|
(3.31 |
) |
|
|
(5 |
)% |
Total (per mcfe) (a) |
|
4.84 |
|
|
|
4.02 |
|
|
|
0.82 |
|
|
|
20 |
% |
Average realized prices (including derivative settlements and third-party transportation costs paid by Range): |
|
|
|
|
|
|
|
|
|
|
|
Natural gas (per mcf) |
$ |
3.60 |
|
|
$ |
2.48 |
|
|
$ |
1.12 |
|
|
|
45 |
% |
NGLs (per bbl) |
|
10.87 |
|
|
|
12.84 |
|
|
|
(1.97 |
) |
|
|
(15 |
)% |
Oil (per bbl) |
|
57.36 |
|
|
|
59.95 |
|
|
|
(2.59 |
) |
|
|
(4 |
)% |
Total (per mcfe) (a) |
|
3.21 |
|
|
|
2.48 |
|
|
|
0.73 |
|
|
|
29 |
% |
(a)
Oil and NGLs volumes are converted to mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil to natural gas, which is not indicative of the relationship between oil and natural gas prices.
Realized prices include the impact of basis differentials and gains or losses realized from our basis hedging. The prices we receive for our natural gas can be more or less than the NYMEX price because of adjustments for delivery location, relative quality and other factors. The following table provides this impact on a per mcf basis:
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Average natural gas differentials above (below) NYMEX |
$ |
0.21 |
|
|
$ |
(0.05 |
) |
Realized (losses) on basis hedging |
$ |
(0.03 |
) |
|
$ |
(0.10 |
) |
The following tables reflect our production and average sales prices (excluding derivative settlements and third-party transportation costs paid by Range) (in thousands, except prices):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2025 |
|
|
Price Variance |
|
|
Volume Variance |
|
|
2026 |
|
Natural gas |
|
|
|
|
|
|
|
|
|
|
|
Price (per mcf) |
$ |
3.61 |
|
|
$ |
1.57 |
|
|
$ |
— |
|
|
$ |
5.18 |
|
Production (Mmcf) |
|
135,963 |
|
|
|
— |
|
|
|
(167 |
) |
|
|
135,796 |
|
Natural gas sales |
$ |
490,377 |
|
|
$ |
214,309 |
|
|
$ |
(605 |
) |
|
$ |
704,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2025 |
|
|
Price Variance |
|
|
Volume Variance |
|
|
2026 |
|
NGLs |
|
|
|
|
|
|
|
|
|
|
|
Price (per bbl) |
$ |
27.79 |
|
|
$ |
(1.17 |
) |
|
$ |
— |
|
|
$ |
26.62 |
|
Production (Mbbls) |
|
9,920 |
|
|
|
— |
|
|
|
(183 |
) |
|
|
9,737 |
|
NGLs sales |
$ |
275,654 |
|
|
$ |
(11,348 |
) |
|
$ |
(5,074 |
) |
|
$ |
259,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2025 |
|
|
Price Variance |
|
|
Volume Variance |
|
|
2026 |
|
Oil |
|
|
|
|
|
|
|
|
|
|
|
Price (per bbl) |
$ |
61.12 |
|
|
$ |
2.18 |
|
|
$ |
— |
|
|
$ |
63.30 |
|
Production (Mbbls) |
|
424 |
|
|
|
— |
|
|
|
318 |
|
|
|
742 |
|
Oil sales |
$ |
25,889 |
|
|
$ |
1,617 |
|
|
$ |
19,433 |
|
|
$ |
46,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2025 |
|
|
Price Variance |
|
|
Volume Variance |
|
|
2026 |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Price (per mcfe) |
$ |
4.00 |
|
|
$ |
1.09 |
|
|
$ |
— |
|
|
$ |
5.09 |
|
Production (Mmcfe) |
|
198,025 |
|
|
|
— |
|
|
|
644 |
|
|
|
198,669 |
|
Total natural gas, NGLs and oil sales |
$ |
791,920 |
|
|
$ |
215,755 |
|
|
$ |
2,577 |
|
|
$ |
1,010,252 |
|
Transportation, gathering, processing and compression expense was $323.3 million in first quarter 2026 compared to $306.1 million in first quarter 2025. These third-party costs are higher in first quarter 2026 compared to first quarter 2025 primarily due to higher electricity rates and fuel prices. We have included these costs in the calculation of average realized prices (including derivative settlements and third-party transportation expenses paid by Range). The following table summarizes transportation, gathering, processing and compression expense for the three months ended March 31, 2026 and 2025 on a per mcf and per barrel basis (in thousands, except for costs per unit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
Transportation, gathering processing and compression |
|
|
|
|
|
|
|
|
|
|
|
Natural gas |
$ |
169,206 |
|
|
$ |
157,519 |
|
|
$ |
11,687 |
|
|
|
7 |
% |
NGLs |
|
153,344 |
|
|
|
147,838 |
|
|
|
5,506 |
|
|
|
4 |
% |
Oil |
|
779 |
|
|
|
752 |
|
|
|
27 |
|
|
|
4 |
% |
Total |
$ |
323,329 |
|
|
$ |
306,109 |
|
|
$ |
17,220 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas (per mcf) |
$ |
1.25 |
|
|
$ |
1.16 |
|
|
$ |
0.09 |
|
|
|
8 |
% |
NGLs (per bbl) |
|
15.75 |
|
|
|
14.90 |
|
|
|
0.85 |
|
|
|
6 |
% |
Oil (per bbl) |
|
1.05 |
|
|
|
1.77 |
|
|
|
(0.72 |
) |
|
|
(41 |
)% |
Total (per mcfe) |
$ |
1.63 |
|
|
$ |
1.55 |
|
|
|
0.08 |
|
|
|
5 |
% |
Derivative fair value loss was $33.4 million in first quarter 2026 compared to a loss of $159.0 million in first quarter 2025. All of our derivatives are accounted for using the mark-to-market accounting method. Mark-to-market accounting treatment can result in more volatility of our revenues as the change in the fair value of our commodity derivative positions is included in total revenue. As commodity prices increase or decrease, such changes will have an opposite effect on the mark-to-market value of our derivatives. Gains on our derivatives generally indicate potentially lower wellhead revenues in the future while derivative losses indicate potentially higher future wellhead revenues. The following table summarizes the impact of our commodity derivatives for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Derivative fair value loss per consolidated statements of income |
$ |
(33,429 |
) |
|
$ |
(158,957 |
) |
|
|
|
|
|
|
Non-cash fair value income (loss): (a) |
|
|
|
|
|
Natural gas derivatives |
$ |
39,367 |
|
|
$ |
(163,067 |
) |
NGLs derivatives |
|
(9,982 |
) |
|
|
(551 |
) |
Oil derivatives |
|
(13,519 |
) |
|
|
88 |
|
Total non-cash fair value income (loss) (a) |
$ |
15,866 |
|
|
$ |
(163,530 |
) |
|
|
|
|
|
|
Net cash (payment) receipt on derivative settlements: |
|
|
|
|
|
Natural gas derivatives |
$ |
(45,669 |
) |
|
$ |
4,729 |
|
NGLs derivatives |
|
— |
|
|
|
(412 |
) |
Oil derivatives |
|
(3,626 |
) |
|
|
256 |
|
Total net cash (payment) receipt |
$ |
(49,295 |
) |
|
$ |
4,573 |
|
(a)
Non-cash fair value adjustments on commodity derivatives is a non-U.S. GAAP measure. Non-cash fair value adjustments on commodity derivatives only represent the net change between periods of the fair market values of commodity derivative positions and exclude the impact of settlements on commodity derivatives during the period. We believe that non-cash fair value adjustments on commodity derivatives is a useful supplemental disclosure to differentiate non-cash fair market value adjustments from settlements on commodity derivatives during the period. Non-cash fair value adjustments on commodity derivatives is not a measure of financial or operating performance under U.S. GAAP, nor should it be considered a substitute for derivative fair value income or loss as reported in our consolidated statements of income.
Brokered natural gas, NGLs and marketing revenue was $57.2 million in first quarter 2026 compared to $54.4 million in first quarter 2025, which is the result of higher commodity prices offset by lower broker sales volumes (volumes not related to our production). We continue to optimize our transportation portfolio using these volumes. See also Brokered natural gas, NGLs and marketing expense below for more information on our net brokered margin.
Other income was $118,000 in first quarter 2026 compared to $3.2 million in first quarter 2025. This includes $55,000 of interest income and a $6,000 gain on sale of assets in first quarter 2026 compared to $3.1 million of interest income and a $62,000 gain on sale of assets in first quarter 2025. Interest income is lower in 2026 due to lower cash balances primarily resulting from the use of cash to repay senior notes in May 2025.
Operating Costs per Mcfe
We believe some of our expense fluctuations are best analyzed on a unit-of-production or per mcfe basis. The following table presents information about certain of our expenses on a per mcfe basis for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
Direct operating expense |
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.01 |
|
|
|
8 |
% |
Taxes other than income |
|
0.03 |
|
|
|
0.04 |
|
|
|
(0.01 |
) |
|
|
(25 |
)% |
General and administrative expense |
|
0.23 |
|
|
|
0.21 |
|
|
|
0.02 |
|
|
|
10 |
% |
Interest expense |
|
0.10 |
|
|
|
0.15 |
|
|
|
(0.05 |
) |
|
|
(33 |
)% |
Depletion, depreciation and amortization expense |
|
0.45 |
|
|
|
0.46 |
|
|
|
(0.01 |
) |
|
|
(2 |
)% |
Direct operating expense was $28.7 million in first quarter 2026 compared to $25.4 million in first quarter 2025. Direct operating expenses include normally recurring expenses to operate and produce our wells, non-recurring workover costs and repair-related expenses. Our direct operating costs increased in first quarter 2026 primarily due to higher water hauling costs and winter operations costs. We incurred $644,000 of workover costs in first quarter 2026 compared to $789,000 in first quarter 2025. The following table summarizes direct operating expense per mcfe for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
Direct operating |
|
|
|
|
|
|
|
|
|
|
|
Lease operating expense |
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.01 |
|
|
|
8 |
% |
Workovers |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
Total direct operating expense |
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.01 |
|
|
|
8 |
% |
Taxes other than income expense is predominantly comprised of the Pennsylvania impact fee which functions as a tax on unconventional natural gas and oil production in Pennsylvania. This impact fee was $5.8 million in first quarter 2026 compared to $6.8 million in first quarter 2025. The impact fee is based on drilling activities and is adjusted based on annual prevailing natural gas prices, which is comparable to the prior year. This category also includes franchise, real estate and other applicable taxes. The following table summarizes taxes other than income per mcfe for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
Taxes other than income |
|
|
|
|
|
|
|
|
|
|
|
Impact fee |
$ |
0.03 |
|
|
$ |
0.04 |
|
|
$ |
(0.01 |
) |
|
|
(25 |
)% |
Other |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
Total taxes other than income |
$ |
0.03 |
|
|
$ |
0.04 |
|
|
$ |
(0.01 |
) |
|
|
(25 |
)% |
General and administrative (G&A) expense was $45.4 million in first quarter 2026 compared to $41.7 million in first quarter 2025. The first quarter 2026 increase of $3.7 million compared to the same period of 2025 is primarily due to higher employee related costs. The following table summarizes G&A expense on a per mcfe basis for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
$ |
0.18 |
|
|
$ |
0.16 |
|
|
$ |
0.02 |
|
|
|
13 |
% |
Stock-based compensation |
|
0.05 |
|
|
|
0.05 |
|
|
|
— |
|
|
|
— |
% |
Total general and administrative expense |
$ |
0.23 |
|
|
$ |
0.21 |
|
|
$ |
0.02 |
|
|
|
10 |
% |
Interest expense was $19.4 million in first quarter 2026 compared to $29.2 million in first quarter 2025. The following table presents information about interest expense per mcfe for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
Bank credit facility (a) |
$ |
0.05 |
|
|
$ |
0.01 |
|
|
$ |
0.04 |
|
|
|
400 |
% |
Senior notes |
|
0.04 |
|
|
|
0.13 |
|
|
|
(0.09 |
) |
|
|
(69 |
)% |
Amortization of debt issuance costs and other |
|
0.01 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
— |
% |
Total interest expense |
$ |
0.10 |
|
|
$ |
0.15 |
|
|
$ |
(0.05 |
) |
|
|
(33 |
)% |
Average debt outstanding ($000) |
$ |
1,210,027 |
|
|
$ |
1,706,718 |
|
|
$ |
(496,691 |
) |
|
|
(29 |
)% |
Average interest rate (b) |
|
6.1 |
% |
|
|
6.5 |
% |
|
|
(0.4 |
)% |
|
|
(6 |
)% |
(a)
Includes commitment fees.
(b)
Excludes debt issuance costs.
The decrease in interest expense for three months ended March 31, 2026 compared to the same period of 2025 was primarily due to lower average outstanding debt balances and lower interest rates. In January 2026, we repaid the $600 million principal balance of our 8.25% senior notes due 2029 by utilizing borrowings on our credit facility. We had $334.0 million outstanding on the bank credit facility as of March 31, 2026 compared to no bank debt outstanding for the same period of 2025.
Depletion, depreciation and amortization (DD&A) expense was $88.5 million in first quarter 2026 compared to $90.6 million in first quarter 2025. This decrease is due to a lower depletion rate offset by slightly higher production volumes. Depletion expense, the largest component of DD&A expense, was $0.44 per mcfe in first quarter 2026 compared to $0.45 per mcfe in the same period of 2025. We have historically adjusted our depletion rates in the fourth quarter of each year based on the year-end reserve report and at other times during the year when circumstances indicate there has been a significant change in reserves or costs. The following table summarizes DD&A expense per mcfe for the three months ended March 31, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
DD&A |
|
|
|
|
|
|
|
|
|
|
|
Depletion and amortization |
$ |
0.44 |
|
|
$ |
0.45 |
|
|
$ |
(0.01 |
) |
|
|
(2 |
)% |
Depreciation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
Accretion and other |
|
0.01 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
— |
% |
Total DD&A expense |
$ |
0.45 |
|
|
$ |
0.46 |
|
|
$ |
(0.01 |
) |
|
|
(2 |
)% |
Other Operating Expenses
Our total operating expenses also include other expenses that generally do not trend with production. These expenses include stock-based compensation, brokered natural gas and marketing expense, exploration expense, abandonment and impairment of unproved properties, exit costs, deferred compensation plan expense and loss on early extinguishment of debt. Stock-based compensation includes the amortization of restricted stock grants and performance units. See Note 9 to our consolidated financial statements for more information on allocation of stock-based compensation by functional expense categories.
Brokered natural gas, NGLs and marketing expense was $58.1 million in first quarter 2026 compared to $58.2 million in first quarter 2025 due to higher commodity prices slightly offset by lower broker purchase volumes (volumes not related to our production). The following table details our brokered natural gas and marketing net margin for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Brokered natural gas, NGLs and marketing |
|
|
|
|
|
Brokered natural gas sales |
$ |
52,877 |
|
|
$ |
51,085 |
|
Brokered NGLs sales |
|
2,266 |
|
|
|
1,767 |
|
Other marketing revenue |
|
2,086 |
|
|
|
1,556 |
|
Brokered natural gas purchases and transportation |
|
(52,779 |
) |
|
|
(53,465 |
) |
Brokered NGLs purchases |
|
(2,223 |
) |
|
|
(1,834 |
) |
Other marketing expense |
|
(3,121 |
) |
|
|
(2,902 |
) |
Net brokered natural gas, NGLs and marketing net margin |
$ |
(894 |
) |
|
$ |
(3,793 |
) |
Exploration expense was $6.0 million in first quarter 2026 compared to $6.4 million in first quarter 2025 mainly due to lower delay rentals somewhat offset by higher personnel expense. The following table details our exploration expense for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
Exploration |
|
|
|
|
|
|
|
|
|
|
|
Delay rentals and other |
$ |
4,138 |
|
|
$ |
4,488 |
|
|
$ |
(350 |
) |
|
|
(8 |
)% |
Seismic |
|
— |
|
|
|
124 |
|
|
|
(124 |
) |
|
|
(100 |
)% |
Personnel expense |
|
1,558 |
|
|
|
1,432 |
|
|
|
126 |
|
|
|
9 |
% |
Stock-based compensation expense |
|
334 |
|
|
|
347 |
|
|
|
(13 |
) |
|
|
(4 |
)% |
Total exploration expense |
$ |
6,030 |
|
|
$ |
6,391 |
|
|
$ |
(361 |
) |
|
|
(6 |
)% |
Abandonment and impairment of unproved properties expense was $3.9 million in first quarter 2026 compared to $4.6 million in first quarter 2025. Abandonment and impairment of unproved properties for first quarter 2026 decreased when compared to the same period of 2025 due to lower than expected lease expirations in Pennsylvania. When we do not intend to drill on a property prior to expiration, we have allowed acreage to expire. We also expect to strategically allow expirations in the future, as we believe certain acreage needed for our future development plans can be efficiently leased again prior to development.
Exit costs were $7.0 million in first quarter 2026 compared to $8.9 million in first quarter 2025. These costs are associated with normal accretion expense primarily related to retained liabilities for certain gathering, transportation and processing obligations extending through 2030.
Deferred compensation plan had a loss of $2.5 million in first quarter 2026 compared to a loss of $2.9 million in first quarter 2025. This non-cash item relates to the increase or decrease in value of the liability associated with our common stock that is vested and held in our deferred compensation plan. The deferred compensation liability is adjusted to fair value by a charge or a credit to deferred compensation plan expense based on the number of vested shares in the plan at the time. The change in both periods is related to the change in Range stock price at the end of each period combined with fewer shares being held within the deferred compensation plan. The deferred compensation plan held 248,000 shares (237,000 vested shares) of Range common stock as of March 31, 2026 compared to 621,000 shares (609,000 vested shares) as of March 31, 2025.
Loss on early extinguishment of debt was $12.3 million in first quarter 2026 compared to a gain of $3,000 in first quarter 2025. During January 2026 we fully redeemed the $600 million principal balance of our 8.25% senior notes due 2029. The redemption price was equal to 101.375% of par. In addition to the premium paid on early redemption of $8.2 million, all $4.1 million of the unamortized debt issuance costs associated with the redemption were written off to loss on early extinguishment of debt.
Income tax expense was $91.5 million in first quarter 2026 compared to an expense of $12.7 million in first quarter 2025. The 2026 effective tax rates were not materially different than the federal statutory rate. The 2025 effective tax rates were lower than the federal statutory rate due primarily to tax credits, state income taxes and equity compensation.
Management’s Discussion and Analysis of Financial Condition, Capital Resources and Liquidity
Commodity prices are the most significant factor impacting our revenues, net income, operating cash flows, and the amount of capital we have available to invest in our business, pay dividends and fund share or debt repurchases. Commodity prices have been and are expected to remain volatile. Our top priorities for using cash provided by operations are to fund our capital program, return capital to stockholders, and maintain a strong balance sheet while making prudent investments in our business. We currently believe we have sufficient liquidity and capital resources to execute our business plan for the foreseeable future and across a wide range of commodity price scenarios. We continue to manage the duration and level of our drilling and completion commitments in order to maintain flexibility with regard to our activity level and capital expenditures.
Cash Flows
The following table presents sources and uses of cash and cash equivalents for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
Sources of cash and cash equivalents |
|
|
|
|
|
Operating activities |
$ |
619,136 |
|
|
$ |
330,083 |
|
Disposal of assets |
|
31 |
|
|
|
50 |
|
Borrowings on credit facility |
|
1,182,000 |
|
|
|
— |
|
Other |
|
13,642 |
|
|
|
3,996 |
|
Total sources of cash and cash equivalents |
$ |
1,814,809 |
|
|
$ |
334,129 |
|
|
|
|
|
|
|
Uses of cash and cash equivalents |
|
|
|
|
|
Additions to natural gas, NGLs and oil properties |
$ |
(158,310 |
) |
|
$ |
(132,681 |
) |
Repayments on credit facility |
|
(966,000 |
) |
|
|
— |
|
Acreage purchases |
|
(7,633 |
) |
|
|
(24,919 |
) |
Additions to field service assets and other |
|
(1,793 |
) |
|
|
(722 |
) |
Repayment of senior notes |
|
(608,250 |
) |
|
|
(2,157 |
) |
Treasury stock purchases |
|
(27,124 |
) |
|
|
(67,477 |
) |
Dividends paid |
|
(23,835 |
) |
|
|
(21,613 |
) |
Other |
|
(21,821 |
) |
|
|
(44,476 |
) |
Total uses of cash and cash equivalents |
$ |
(1,814,766 |
) |
|
$ |
(294,045 |
) |
Sources of Cash and Cash Equivalents
Cash flows provided from operating activities in first three months 2026 were $619.1 million compared to $330.1 million in first three months 2025. Cash provided from operating activities is largely dependent upon commodity prices and production volumes, net of the effects of settlement of our derivative contracts. As of March 31, 2026, we have hedged more than 35% of our projected natural gas production for the remainder of 2026. Changes in working capital (as reflected in our consolidated statements of cash flows) for first three months 2026 was a positive $79.5 million compared to a negative $61.4 million for first three months 2025.
Borrowings on credit facility in first three months 2026 were $1.2 billion, of which approximately $608 million was utilized for the early redemption of principal of our 8.25% senior notes due 2029. Borrowings net of repayments on the credit facility for the first three months 2026 brought the credit facility balance to $334.0 million as of March 31, 2026.
Uses of Cash and Cash Equivalents
Additions to natural gas, NGLs and oil properties for first three months 2026 were consistent with expectations relative to our announced 2026 capital budget.
Repayment of senior notes for first three months 2026 includes the early redemption of principal of our 8.25% senior notes due 2029 through utilization of borrowings on our credit facility.
Treasury stock purchases for first three months 2026 include the repurchase and settlement of 800,000 shares for a total of $27.1 million (excluding cost of 1% excise tax) as part of our previously announced stock repurchase program.
Liquidity and Capital Resources
Our main sources of liquidity are internally generated cash flow from operations, cash on hand, our bank credit facility and capital market transactions. As of March 31, 2026, we had approximately $1.5 billion of liquidity consisting of $247,000 of cash on hand and $1.5 billion available under our bank credit facility. Our borrowing base can be adjusted as a result of changes in commodity prices, acquisitions or divestitures of proved properties or financing activities. We may draw on our bank credit facility to meet short-term cash requirements.
We expect our 2026 capital program to be funded by cash flows from operations. During the three months ended March 31, 2026, we generated $619.1 million of cash flows from operating activities.
Bank Credit Facility
Our bank credit facility is secured by substantially all of our assets. As of March 31, 2026, we had a balance of $334.0 million on our credit facility and we maintained a borrowing base of $3.0 billion and aggregate lender commitments of $2.0 billion. We had undrawn letters of credit of $165.1 million as of March 31, 2026, which reduced our borrowing capacity under our bank credit facility.
The borrowing base is subject to regular, annual re-determinations and is dependent on a number of factors but primarily the lenders' assessment of our future cash flows. On October 2, 2025, we entered into an amended and restated revolving bank credit facility, which continues to be secured by substantially all of our assets and has a maturity date of October 2, 2030. This amended credit facility maintains a maximum facility amount of $4.0 billion and an initial borrowing base of $3.0 billion, and increased bank commitments from $1.5 billion to $2.0 billion.
We currently must comply with certain financial and non-financial covenants, including limiting dividend payments, debt incurrence and requirements that we maintain certain financial ratios (as defined in our bank credit facility agreement). We were in compliance with all such covenants as of March 31, 2026.
Capital Requirements
We use cash for the development, exploration and acquisition of natural gas properties and for the payment of gathering, transportation and processing costs, operating, general and administrative costs, taxes and debt obligations, including interest, dividends and share repurchases. Expenditures for the development, exploration and acquisition of natural gas properties are the primary use of our capital resources. During first three months 2026, we used operating cash flows to fund $167.7 million of capital expenditures as reported in our consolidated statement of cash flows within investing activities. The amount of our future capital expenditures will depend upon a number of factors including our cash flows from operating, investing and financing activities, infrastructure availability, supply and demand fundamentals and our ability to execute our development program. In addition, the impact of commodity prices on investment opportunities, the availability of capital and the timing and results of our development activities may lead to changes in funding requirements for future development. We periodically review our budget to assess changes in current and projected cash flows, debt requirements and other factors.
We may from time to time repurchase or redeem all or portions of our outstanding debt securities for cash, through exchanges for other securities or a combination of both. Such repurchases or redemptions may be made in open market transactions and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Cash Dividend Payments
On February 27, 2026, our Board of Directors announced the approval of a dividend of $0.10 per share payable on March 27, 2026, to stockholders of record at the close of business on March 13, 2026. The determination of the amount of future dividends, if any, to be declared and paid is at the sole discretion of the Board of Directors and primarily depends on cash flow, capital expenditures, debt covenants and various other factors.
Stock Repurchase Program
In February 2026, our Board of Directors approved an increase to our existing stock repurchase program to an aggregate $1.5 billion. Our total remaining share repurchase authorization was $1.5 billion as of March 31, 2026.
Other Sources of Liquidity
We have a universal shelf registration statement filed with the SEC under which we, as a well-known seasoned issuer for purposes of SEC rules, have the future ability to sell an indeterminate amount of various types of debt and equity securities.
Cash Contractual Obligations
Our contractual obligations include long-term debt, operating leases, derivative obligations, asset retirement obligations and transportation, processing and gathering commitments including the divestiture contractual commitment that we incurred in conjunction with the sale of our North Louisiana assets. See Note 13 to our unaudited consolidated financial statements entitled "Commitments and Contingencies" for more information on commitments.
Interest Rates
As of March 31, 2026, we had approximately $500 million of senior notes which bore interest at fixed rates of 4.75%. Bank debt totaling $334.0 million bears interest at a floating rate, which was 5.4% as of March 31, 2026.
Off-Balance Sheet Arrangements
We do not currently utilize any significant off-balance sheet arrangements with unconsolidated entities to enhance our liquidity or capital resource position, or for any other purpose. However, as is customary in the oil and gas industry, we have various contractual work commitments, some of which are described above under Cash Contractual Obligations.
Changes in Prices and Costs
Our revenues, the value of our assets and our ability to obtain bank loans or additional capital on attractive terms have been and will continue to be affected by changes in natural gas, NGLs and oil prices and the costs to produce our reserves. Natural gas, NGLs and oil prices are subject to significant fluctuations that are beyond our ability to control or predict. Certain of our costs and expenses are affected by general inflation and tariffs. We expect costs for the remainder of 2026 to continue to be a function of supply and demand.
Forward-Looking Statements
Certain sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements concerning trends or events potentially affecting our business. These statements typically contain words such as "anticipates," "believes," "expects," "targets," "plans," "estimates," "predicts," "may," "should," "would" or similar words indicating that future outcomes are uncertain. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in the forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our current forecasts for our existing operations and do not include the potential impact of any future events. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. For additional risk factors affecting our business, see Item 1A. Risk Factors as set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term "market risk" refers to the risk of loss arising from adverse changes in natural gas, NGLs and oil prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market-risk exposure. All of our market-risk sensitive instruments were entered into for purposes other than trading. All accounts are U.S. dollar denominated. These risks have not materially changed and should be read in conjunction with Item 7A Quantitative and Qualitative Disclosures about Market Risk as presented in the Form 10-K.
Market Risk
We are exposed to market risks related to natural gas, NGLs and oil prices, which are difficult to predict. We employ various strategies, including the use of commodity derivative instruments, to manage the risks related to these price fluctuations. These derivative instruments apply to a varying portion of our production and provide partial price protection. These arrangements can limit the benefit to us of increases in prices but offer protection in the event of price declines. Further, if our counterparties defaulted, this protection might be limited as we might not receive the benefits of the derivatives. Realized prices are influenced by the complex dynamics of supply and demand that exist in the global energy markets. Changes in natural gas prices affect us more than changes in oil prices because approximately 65% of our December 31, 2025 proved reserves are natural gas and 1% of proved reserves are oil. In addition, a portion of our NGLs, which are 34% of proved reserves, are also impacted by changes in oil and natural gas prices. At times, we are also exposed to market risks related to changes in interest rates. These risks did not change materially from December 31, 2025 to March 31, 2026.
NGLs prices are somewhat seasonal, particularly for propane. Therefore, the relationship of NGLs prices to NYMEX WTI (or West Texas Intermediate) will vary due to product components, seasonality and geographic supply and demand. We sell NGLs in several regional U.S markets, some of which are exported to international markets by other parties. If we are not able to sell or store NGLs, we may be required to curtail production or shift our drilling activities to dry gas areas.
The Appalachian region has finite local demand and infrastructure to accommodate ethane. We have agreements where we have contracted to either sell or transport ethane from our Marcellus Shale area. We cannot ensure these facilities will remain available. If we are not able to sell ethane under at least one of these agreements, we may be required to curtail production or, as we have done in the past, purchase or divert natural gas to blend with our residue gas.
Commodity Price Risk
We use commodity-based derivative contracts to manage exposures to commodity price fluctuations. We do not enter into these arrangements for speculative or trading purposes. At times, certain of our derivatives are swaps where we receive a fixed price (or a fixed percentage of a price) for our production and pay market prices to the counterparty. Our derivatives program can also include collars, which establish a minimum floor price and a predetermined ceiling price. Our program may also include a three-way collar which is a combination of three options. We have also entered into natural gas derivative instruments containing a fixed price swap and a sold option (which we refer to as a swaption). As of March 31, 2026, our derivative program includes swaps, collars, three-way collars and swaptions. The fair value of these contracts, represented by the estimated amount that would be realized upon immediate liquidation based on a comparison of the contract price and a reference price, generally NYMEX for natural gas and oil or Mont Belvieu for NGLs, was an asset of $94.5 million as of March 31, 2026. These contracts expire monthly through December 2028. For additional information on our derivative contracts, see Note 7 to the accompanying consolidated financial statements.
Other Commodity Risk
We are impacted by basis risk, caused by factors that affect the relationship between commodity futures prices reflected in derivative commodity instruments and the cash market price of the underlying commodity. Natural gas transaction prices are frequently based on industry reference prices that may vary from prices experienced in local markets. If commodity price changes in one region are not reflected in other regions, derivative commodity instruments may no longer provide the expected hedge, resulting in increased basis risk. Therefore, in addition to the swaps, collars, three-way collars and swaptions discussed above, we have entered into natural gas basis swap agreements. The price we receive for our gas production can be more or less than the NYMEX Henry Hub price because of basis adjustments, relative quality and other factors. Basis swap agreements effectively fix the basis adjustments. The fair value of the natural gas basis swaps was a liability of $12.8 million as of March 31, 2026, and they settle through December 2030.
Commodity Sensitivity Analysis
The following table shows the fair value of our derivatives and the hypothetical changes in fair value that would result from a 10% and a 25% change in commodity prices as of March 31, 2026. We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risks should be mitigated by price changes in the underlying physical commodity (in thousands):
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Hypothetical Change in Fair Value |
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Increase in Commodity Price of |
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Decrease in Commodity Price of |
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Fair Value |
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10% |
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25% |
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10% |
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25% |
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Swaps |
$ |
72,982 |
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$ |
(68,692 |
) |
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$ |
(171,731 |
) |
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$ |
68,692 |
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$ |
171,731 |
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Collars |
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427 |
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(2,010 |
) |
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(5,065 |
) |
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2,012 |
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5,094 |
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Three-way collars |
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23,478 |
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(30,442 |
) |
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(77,191 |
) |
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27,247 |
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59,729 |
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Basis swaps |
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(12,766 |
) |
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5,616 |
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14,040 |
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(5,616 |
) |
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(14,040 |
) |
Swaptions |
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(2,418 |
) |
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(6,831 |
) |
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(26,273 |
) |
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2,091 |
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2,415 |
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Our commodity-based derivative contracts expose us to the credit risk of non-performance by the counterparty to the contracts. Our exposure is diversified primarily among major investment grade financial institutions and we have master netting agreements with our counterparties that provide for offsetting payables against receivables from separate derivative contracts. Our derivative contracts are with multiple counterparties to minimize our exposure to any individual counterparty. As of March 31, 2026, our derivative counterparties include fifteen financial institutions, of which ten are secured lenders in our bank credit facility. Counterparty credit risk is considered when determining the fair value of our derivative contracts. While our counterparties are primarily major investment grade financial institutions, the fair value of our derivative contracts has been adjusted to account for the risk of non-performance by certain of our counterparties, which was immaterial.
Interest Rate Risk
As of March 31, 2026, we had total debt of $834.0 million, of which $500 million, or approximately 60% were senior notes based on fixed interest rates and the remainder is based on variable rates. Our bank credit facility provides for variable interest rate borrowings, which had a balance of $334.0 million as of March 31, 2026 and incurred interest at a rate of 5.4% as of March 31, 2026. The 30-day SOFR rate as of March 31, 2026 was approximately 3.7%. A 1% increase in short-term interest rates on the floating-rate debt outstanding on March 31, 2026 would result in approximately $3.3 million in additional annual interest expense.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026 at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 13 to our unaudited consolidated financial statements entitled "Commitments and Contingencies" included in Part I Item 1 above for a summary of our legal proceedings, such information being incorporated herein by reference.
Environmental Proceedings
From time to time, we receive notices of violation from governmental and regulatory authorities in areas in which we operate relating to alleged violations of environmental statutes or the rules and regulations promulgated thereunder. While we cannot predict with certainty whether these notices of violation will result in fines and/or penalties, if fines and/or penalties are imposed, they may result in monetary sanctions, individually or in the aggregate, in excess of $250,000.
ITEM 1A. RISK FACTORS
We are subject to various risks and uncertainties in the course of our business. In addition to the factors discussed elsewhere in this report, you should carefully consider the risks and uncertainties described under Item 1A. Risk Factors filed in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In 2019, our Board of Directors authorized a common stock repurchase program. In February 2026, our Board of Directors increased the authorization under the program to $1.5 billion available. Shares repurchased as of March 31, 2026 are held as treasury stock and we have $1.5 billion of remaining authorization under the program. These repurchases are based on trade date, although certain purchases may not have settled until the following month.
Purchases of our common stock during first quarter 2026 are as follows:
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Period |
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Total Number of Shares Purchased |
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Average Price Paid Per Share (a) |
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
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Approximate Dollar Amount of Shares that May Yet Be Purchased Under Plans or Programs |
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January 2026 |
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800,000 |
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$ |
33.91 |
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800,000 |
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$ |
758,405,950 |
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February 2026 |
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— |
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$ |
— |
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— |
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$ |
1,500,000,000 |
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March 2026 |
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— |
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$ |
— |
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— |
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$ |
1,500,000,000 |
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800,000 |
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800,000 |
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(a)
Includes any customary fees and commissions associated with the share repurchases, but excludes 1% excise tax.
ITEM 5. OTHER INFORMATION
During first quarter 2026, no director or officer adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as such terms are defined in Item 408 of Regulation S-K.
ITEM 6. EXHIBITS
Exhibit index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 21, 2026
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RANGE RESOURCES CORPORATION |
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By: |
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/s/ MARK S. SCUCCHI |
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Mark S. Scucchi |
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Executive Vice President and Chief Financial Officer |
Date: April 21, 2026
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RANGE RESOURCES CORPORATION |
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By: |
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/s/ ASHLEY S. KAVANAUGH |
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Ashley S. Kavanaugh |
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Vice President – Controller and Principal Accounting Officer |
EX-10.2
2
rrc-ex10_2.htm
EX-10.2
EX-10.2
RANGE RESOURCES CORPORATION
AMENDED AND RESTATED
2019 EQUITY-BASED COMPENSATION PLAN
PERFORMANCE SHARE AWARD AGREEMENT (TSR - OFFICER)
This Performance Share Award Agreement based on Total Shareholder Return (“Agreement”) is made by and between Range Resources Corporation (the “Company”) and , an employee of the Company or one of its subsidiaries (“Participant”) and is applicable to the Performance Share Awards granted by the Compensation Committee on [________] (the “Effective Date”).
WHEREAS, the Company has adopted and maintains the Range Resources Corporation Amended and Restated 2019 Equity-Based Compensation Plan (the “Plan”); and
WHEREAS, consistent with the terms and purposes of the Plan, the Compensation Committee of the Company’s Board of Directors (the “Committee”) has granted Participant a Performance Share Award under Section 8 of the Plan (the “Award”), consisting of the right to receive shares of Stock under and subject to the terms and conditions of the Plan and this Agreement; and
WHEREAS, this Agreement evidences such Award and its terms.
NOW, THEREFORE, the Company and Participant agree as follows:
1.
Defined Terms. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meaning provided in the Plan. The following terms shall have the meanings set forth below:
(a)
“Beginning Period Average Price” shall mean [______] which is the volume weighted average price per share of the issuer over the 20 consecutive trading days prior to year-end [______________] (“Beginning Twenty Days”). The Committee shall make appropriate equitable adjustments to account for recapitalization, reorganization or other similar issues or extraordinary items affecting the Beginning Period Average Price.
(b)
“Disability” means the Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer.
(c)
“Earned Award” shall mean the Earned Performance Shares together with the rights to receive dividends as set forth in Section 4.
(d)
“Earned Performance Shares” shall mean the number of Target Performance Shares multiplied by the Performance Multiple, which may be greater than or less than the Target Performance Shares.
(e)
“Ending Period Average Price” shall mean the volume weighted average price per share of the issuer over the 20 consecutive trading days prior to year-end [_______________] (“Ending Twenty Days”). For purposes of the calculation, to the extent the stock goes ex-dividend during the Ending Twenty Days and the relevant dividend payment is after the Ending Twenty Days, for each day including and after the ex-dividend date, the amount of the declared dividend shall be added to the volume weighted average price for such day for the purposes of calculating the Ending Period Average Price.
(f)
“Peer Group” shall mean the companies selected by the Committee and listed on Exhibit “A” against which the Company’s performance will be compared for purposes of this Award. For avoidance of doubt, the Company is not one of the companies in the Peer Group.
(g)
“Performance Multiple” shall mean the percentage to be applied to the number of Target Performance Shares granted hereunder calculated by adding (i) [____] percent of the payout earned for the Company’s relative TSR performance and (ii) [____] percent of the payout earned for the Company’s absolute TSR performance, as set forth in Exhibit “A”, to determine the Earned Performance Shares, if any, to be distributed to Participant and to determine the amount of dividends, if any, to be paid to Participant.
(h)
“Performance Period” shall, except as provided under Section 7 of this Agreement, mean the three-year period beginning [___________________].
(i)
“Target Performance Shares” shall have the meaning given to such term in Section 2.
(j)
“Total Shareholder Return” or “TSR” shall mean the percentage change in the value of a share as determined by: (i) the Ending Period Average Price plus any ordinary dividends and distributions paid per share to shareholders during the Performance Period less the Beginning Period Average Price, and (ii) dividing such number by the Beginning Period Average Price. The Committee shall have the authority to make appropriate equitable adjustments to account for recapitalizations, reorganizations or other similar issues or extraordinary items affecting the TSR.
(k)
“TSR Performance” shall mean the Company’s Total Shareholder Return compared to the Total Shareholder Return of each of the companies in the Peer Group for the Performance Period.
(l) “Qualified Retirement” means the Participant’s employment with the Company or its Subsidiaries is terminated other than for Cause (as defined in the Amended and Restated Range Resources Corporation Executive Change in Control Severance Benefit Plan, as may be amended from time to time) following the Participant (i) having reached age 55 with at least 10 years of service, or (ii) having reached age 65 with at least 5 years of service, and in either case, the Participant having given the Human Resources Department of the Company notice of his or her election to retire at least 120 days prior to the retirement date 2. Award of Performance Shares. As of the Effective Date, the Company granted Participant the right to receive a target number of [_____] shares of Stock (the “Target Performance Shares”), subject to achievement of the performance conditions specified in this Agreement. 3. Committee Certification of Performance Multiple and Distribution of Earned Performance Shares. Subject to provisions applicable to a Change in Control as set forth in Section 8, within 60 days of the completion of the Performance Period, the Committee shall determine the following (any such determination shall be conclusive and binding on Company and Participant): (a) the TSR of the Company as compared to the Peer Group; (b) the Company’s TSR Performance; and (c) the applicable Performance Multiple, in accordance with Exhibit A. Such Performance Multiple shall be applied to the number of Target Performance Shares to determine the number of Earned Performance Shares, if any, earned by Participant. To the extent that the application of the Performance Multiple to the Target Performance Shares results in a number of Earned Performance Shares which is less than the Target Performance Shares, the number of Target Performance Shares in excess of the Earned Performance Shares shall be forfeited and Participant shall have no right or interest in or to such forfeited shares (or to any declared or accrued dividend on such forfeited shares). Subject to an earlier distribution in accordance with Section 7, or in the event of a Change in Control as set forth in Section 8, the Company shall issue a number of shares of Stock equal to the Earned Performance Shares determined under the terms of this Section 3 to Participant as soon as reasonably practical and no later than 60 days following the end of the Performance Period. 4. Voting Rights; Dividends. Participant acknowledges that Participant shall not have any rights of a stockholder of the Company, including voting rights, prior to the Company’s issuance of shares of Stock underlying the Earned Performance Shares. Any ordinary dividends paid by the Company on the shares of Stock underlying the Target Performance Shares shall be accrued in cash in a bookkeeping account by the Company, without interest. Upon any forfeiture of the Target Performance Shares prior to vesting, all related accrued dividends shall be forfeited as well. The amount of any accrued and credited dividends through the date immediately prior to the settlement date of the Earned Performance Shares by the Company shall have the same Performance Multiple applied as was applied to determine the number of earned Earned Performance Shares. Such accrued and credited dividends, if any, shall be paid in shares of Stock to Participant contemporaneously with the distribution of Stock to settle the Earned Performance Shares. 5. Payment of Taxes. The Company shall withhold the number of shares of Stock issuable under this Award as necessary to satisfy the amount that the Company deems necessary to satisfy its current or future obligation to withhold federal, state or local income or other taxes incurred by Participant as a result of the Earned Award or the settlement of the Earned Award, provided however, that the Company will only withhold shares sufficient to satisfy required minimum tax withholding requirements. In the event the Company determines that the amount withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then Participant shall pay to the Company the amount of that deficiency within the time requested by the Company and, if Participant fails to do so, the Company shall have the right to: (i) withhold that amount from any amount due to Participant by the Company or any of its Subsidiaries for payroll or otherwise; or, (ii) to withhold and not issue the shares of Stock underlying the Earned Award or any future vesting of an Award, in either case in the
amount of the deficiency.
6.
Vesting. Subject to the vesting provisions of Section 7 and Section 8, the Earned Award shall vest upon the expiration of the Performance Period, provided that Participant continues to be employed by the Company or a Subsidiary through such time.
7.
Termination of Employment Prior to Expiration of Performance Period. If Participant’s employment with the Company or a Subsidiary terminates prior to the expiration of the Performance Period, the Earned Award shall vest and be distributed to Participant, or shall be forfeited and canceled, as set forth below and, in case of such an event, Participant waives the right to any other determination or distribution of shares under the terms of this Award except as provided by this Section 7.
(a)
Due to Death. If Participant’s employment with the Company or its Subsidiary terminates prior to the expiration of the Performance Period due to Participant’s death then the Target Performance Award shall fully vest and be distributed to Participant’s beneficiary as soon as administratively practicable following Participant’s date of death (but in no event later than 75 days following the end of the year of Participant’s death).
(b)
Due to Disability. If Participant’s employment with the Company or its Subsidiary terminates prior to the expiration of the Performance Period due to Participant’s Disability prior to the expiration of the Performance Period, then the Target Performance Award shall fully vest and be distributed to Participant (including, if applicable, to his or her guardian or legal representative on Participant’s behalf) as soon as administratively practicable following the effective date of such termination (but in no event later than 75 days following the end of the year of such termination).
(c)
Due to Qualified Retirement. If Participant’s employment with the Company or its Subsidiaries terminates prior to the expiration of the Performance Period due to Participant’s Qualified Retirement, then (i) a portion of the Target Performance Shares shall remain outstanding and eligible to vest based on actual performance equal to the Target Performance Shares divided by 36 and multiplied by the number of full months of employment from the Effective Date to the termination date, and any additional days employed in the final month of employment; (ii) the Performance Multiple shall be the Performance Multiple for the Performance Period as determined by the Committee under Section 3 above; and (iii) the Earned Award shall be distributed to Participant in accordance with Section 3 above. The remaining portion of the Target Performance Shares shall be automatically forfeited and canceled.
(d)
Due to Termination by the Company for Cause. In the event of Participant’s termination by the Company or its Subsidiary for Cause, all rights of Participant to the Target Performance Shares shall be forfeited and canceled and Participant shall have no right or interest in or to the Target Performance Shares.
(e) Due to Any Other Termination by the Company or Resignation by Participant. For all other circumstances not otherwise provided for in this Section 7, the Committee has full authority and discretion under the Plan to determine appropriate vesting, if any, after taking into consideration the specific separation event.
8.
Vesting and Distributions Upon a Change in Control. Upon a Change in Control, this Award shall be subject to the vesting provisions provided in the Amended and Restated Range Resources Corporation Executive Change in Control Severance Benefit Plan, as may be amended from time to time.
9.
Transferability. This Agreement, the Award and the rights granted hereunder are not transferable or assignable by Participant other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order.
10.
No Right to Continued Employment. This Agreement shall not be construed to confer upon Participant any right to continue as an employee of the Company, any Subsidiary or any successor to the Company or any of its subsidiaries, and shall not limit the right of the Company, a Subsidiary or their respective successors, in its sole discretion, to terminate the service of Participant at any time with or without cause.
11.
Not an Employee Benefit Plan. This Agreement and the Plan constitute an equity-based compensation bonus arrangement and, as such, the Company and Participant acknowledge it does not constitute an arrangement subject to the Employee Retirement Income Security Act of 1974, as amended. This Agreement and the Plan shall not give Participant any security or other interest in any assets of the Company; rather Participant's right to the Award is that of a general unsecured creditor of the Company.
12.
No Liability for Good Faith Determinations. The Company, officers and employees of the Company and its Subsidiaries, the Committee and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement, the Award or the shares of Stock issued hereunder.
13.
No Guarantee of Interests. The Company, the Committee and the members of the Board do not guarantee the Stock from loss or depreciation nor that the Award does or will have any specific value.
14.
Company Records. Records of the Company and its Subsidiaries regarding Participant's period of employment, termination of employment and the reason therefore, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.
15.
Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.
16.
Notices. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail (or electronically) and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed. A notice shall be effective when actually received by the Company in writing and in conformance with this Agreement and the Plan.
17.
Successors. This Agreement shall be binding upon Participant, Participant's legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.
18.
Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.
19.
Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Texas without regard to choice of law provisions there under, except to the extent Texas law is preempted by federal law.
20.
Amendment. This Agreement may be amended by the Committee or the Board; provided, however, that no amendment may materially adversely affect Participant's rights in the Award without Participant's written consent (unless expressly stated herein). Notwithstanding the provisions of this Section 20, this Agreement may be amended by the Committee to the extent necessary to comply with applicable laws and regulations and to conform the provisions of this Agreement to any changes thereto.
21.
Duty to Furnish Information. Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.
22.
Stockholder Rights. Unless and until a certificate or certificates representing shares of Stock or the shares shall have been registered with the Company's transfer agent or uncertificated shares have been issued by the Company to Participant, Participant (or Participant's personal representative in the event of Participant's death or Disability) shall not be or have the rights or privileges of a stockholder of the Company with respect to the shares acquirable upon vesting of this Award.
23.
Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to Participant, or to Participant's legal representative, heir, legatee or distributee, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Company may require Participant or Participant's legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefore in such form as it shall determine.
24.
Remedies. The Company shall be entitled to recover from Participant reasonable attorneys' fees incurred in connection with the enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.
25.
Conditions to Delivery of Stock. Nothing in this Agreement shall require the Company to issue any shares upon vesting of all or a portion the Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect.
At the time of any vesting of any portion of the Award, the Company may, as a condition precedent to the vesting or the issuance of Stock underlying the vested Award, require from Participant (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder's intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder's death, his legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect.
(Signature Page to Follow)
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized representative, and Participant has executed this Agreement effective as of the Effective Date.
RANGE RESOURCES CORPORATION
By:
PARTICIPANT
ACKNOWLEDGEMENT BY PARTICIPANT
Participant acknowledges (i) receipt of this Agreement, (ii) the opportunity to review the Plan, (iii) the opportunity to discuss this Agreement, and the Award, with a representative of the Company, and Participant’s personal advisors, to the extent deemed necessary or appropriate by Participant, (iv) understanding the terms and provisions of this Award, this Agreement and the Plan, (v) understanding that, by signing below, Participant is agreeing to be bound by all of the terms and provisions of this Agreement and the Plan, and (vi) to the extent applicable, Participant, this Award, and any other award under the Plan is subject to recoupment in accordance with any recoupment policy that the Company may adopt from time to time, including, without limitation, the Range Resources Corporation Clawback Policy (as may be amended from time to time). For purposes of the foregoing, Participant expressly and explicitly authorizes the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including by reducing any amount that is or may become payable under this Award, the Plan or otherwise. Participant further agrees to comply with any request or demand for repayment by the Company in order to comply with such policies or applicable law.
PARTICIPANT:
EX-31.1
3
rrc-ex31_1.htm
EX-31.1
EX-31.1
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Dennis L. Degner, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Range Resources Corporation (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 21, 2026 |
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/s/ DENNIS L. DEGNER |
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Dennis L. Degner |
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Chief Executive Officer and President |
EX-31.2
4
rrc-ex31_2.htm
EX-31.2
EX-31.2
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Mark S. Scucchi, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Range Resources Corporation (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 21, 2026 |
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/s/ Mark S. Scucchi |
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Mark S. Scucchi |
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Executive Vice President and Chief Financial Officer |
EX-32.1
5
rrc-ex32_1.htm
EX-32.1
EX-32.1
Exhibit 32.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND PRESIDENT
OF RANGE RESOURCES CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ending March 31, 2026 and filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Dennis L. Degner, Chief Executive Officer and President of Range Resources Corporation (the “Company”), hereby certify that, to my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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By: |
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/s/ DENNIS L. DEGNER |
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Dennis L. Degner |
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April 21, 2026
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EX-32.2
6
rrc-ex32_2.htm
EX-32.2
EX-32.2
Exhibit 32.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
OF RANGE RESOURCES CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ending March 31, 2026 and filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Mark S. Scucchi, Executive Vice President - Chief Financial Officer of Range Resources Corporation (the “Company”), hereby certify that, to my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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By: |
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/s/ MARK S. SCUCCHI |
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Mark S. Scucchi |
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April 21, 2026
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