DEBT

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

DEBT

DEBT

As of September 30, 2025 and December 31, 2024, our long-term debt consisted of the following:

	September 30,		December 31,
	2025		2024		Interest Rate	Maturity
	(in millions)
Revolving Credit Facility	$	—	$	—	SOFR plus 2.50%-3.50% ABR plus 1.50%-2.50%(a)	March 16, 2029
2026 Senior Notes	122		245		7.125%	February 1, 2026
2029 Senior Notes	900		900		8.250%	June 15, 2029
Principal amount	1,022		$	1,145
Unamortized debt discount and issuance costs	(14)		(16)
Unamortized premium	3		3
Total debt, net	1,011		1,132
Less: Current maturities	122		—
Long-term debt, net	$	889	$	1,132

(a)At our election, borrowings under the amended Revolving Credit Facility may be alternate base rate (ABR) loans or term SOFR loans, plus an applicable margin. ABR loans bear interest at a rate equal to the highest of (i) the federal funds effective rate plus 0.50%, (ii) the administrative agent prime rate and (iii) the one-month SOFR rate plus 1%. Term SOFR loans bear interest at term SOFR, plus an additional 10 basis points per annum credit spread adjustment. The applicable margin is adjusted based on a commitment utilization percentage and will vary from (i) in the case of ABR loans, 1.50% to 2.50% and (ii) in the case of term SOFR loans, 2.50% to 3.50%.

Revolving Credit Facility

Our Amended and Restated Credit Agreement, dated April 26, 2023 (Revolving Credit Facility), consists of a senior revolving loan facility with an aggregate commitment of $1.15 billion. The amount we are able to borrow under our Revolving Credit Facility is limited to the amount of these commitments. Our Revolving Credit Facility also includes a sub-limit of $300 million for the issuance of letters of credit. As of September 30, 2025, $176 million letters of credit were issued to support ordinary course marketing, insurance, regulatory and other matters. As of September 30, 2025, we had $974 million of availability on our Revolving Credit Facility after taking into account $176 million in letters of credit outstanding. Our borrowing base of $1.5 billion is redetermined semi-annually and was re-affirmed in October 2025.

In connection with the Berry Merger Agreement in September 2025, we entered into a sixth amendment to our Revolving Credit Facility to, among other things, allow for the incurrence of the 2034 Senior Notes without a corresponding reduction in our existing borrowing base.

See Note 16 Subsequent Events for more information on our 2034 Senior Notes and the seventh amendment to our Revolving Credit Facility.

Fair Value

As shown in the table below, we estimate the fair value of our fixed rate 2029 Senior Notes and 2026 Senior Notes based on known prices from market transactions (using Level 1 inputs on the fair value hierarchy).

	September 30,		December 31,
	2025		2024
	(in millions)
Fixed rate debt
2026 Senior Notes	$	122	$	245
2029 Senior Notes	939		913
Fair Value of Long-Term Debt	$	1,061	$	1,158

Other

As of September 30, 2025, we were in compliance with all financial and other debt covenants under our Revolving Credit Facility, 2026 Senior Notes and 2029 Senior Notes.

Note Redemptions

In February 2025, we redeemed $123 million of our 7.125% senior notes due 2026 (2026 Senior Notes) at 100% of the principal amount, resulting in an extinguishment loss in the amount of $1 million for the write-off of unamortized debt issuance costs. See Note 16 Subsequent Events for additional information on the redemption of the remaining balance of our 2026 Senior Notes in October 2025.