6. DEBT

As of December 31, 2025 and 2024, the Company’s debt consisted of the following (in thousands):

  ​ ​ ​

December 31, 2025

  ​

December 31, 2024

Term loan credit facility

$

208,125

$

162,000

Other

10

106

Total debt (Face Value)

208,135

162,106

Less:

Current Portion of Long-Term Debt(1)

(22,510)

(12,246)

Other(2)

(4,670)

(4,325)

Long-Term Debt, net

$

180,955

$

145,535

(1)Amounts primarily reflect payments due of $22.5 million and $12.2 million under the Company’s 2024 Amended Term Loan Agreement due within one year as of December 31, 2025 and December 31, 2024, respectively.
(2)Amounts primarily reflect unamortized discount and debt issuance costs of approximately $4.7 million and $4.3 million at December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, we recorded, on a straight-line basis, approximately $1.6 million and $6.4 million, respectively, in interest expense reflecting the amortization/accretion of deferred financing costs and debt discount.

Amended and Restated Credit Agreement

On December 26, 2024 (the “Initial Closing Date”), Halcón Holdings, LLC (the “Borrower”), a wholly-owned subsidiary of the Company, entered into a Second Amended and Restated Senior Secured Credit Agreement (the “2024 Term Loan Agreement”) with Fortress Credit Corp., as administrative agent, and certain other financial institutions party thereto, as lenders. The 2024 Term Loan Agreement amends and restates in its entirety the Company’s 2021 Amended Term Loan Agreement (as defined below). Pursuant to the 2024 Term Loan Agreement, the lenders party thereto agreed to provide the Borrower with (i) an initial term loan facility in the aggregate principal amount of $162.0 million, funded on December 26, 2024 and (ii) an incremental term loan facility in the aggregate principal amount of up to $63.0 million to be made available to the Borrower from January 3, 2025 until the date that is the earliest to occur of (x) the date on which such incremental term facility is fully drawn, (y) the date on which such incremental term facility is terminated and (z) January 11, 2025, subject to the satisfaction of certain conditions. On January 9, 2025, the Borrower entered into a first amendment (the “First Amendment”) to its 2024 Term Loan Agreement (as amended, the “2024 Amended Term Loan Agreement”). Pursuant to the First Amendment, the Borrower incurred incremental term loans in the aggregate principal amount of $63.0 million (the “Incremental Term Loans”).

The net proceeds of the 2024 Term Loan Agreement were used to repay all outstanding indebtedness under the 2021 Amended Term Loan Agreement, including accrued and unpaid interest, in an aggregate amount of approximately $152.1 million and to pay related fees and expenses. Upon extinguishment of the 2021 Amended Term Loan Agreement, the difference between the repayment amount of the extinguished debt and its respective carrying amount is recorded as a gain or loss on extinguishment of debt in the consolidated statement of operations. For the year ended December 31, 2024, the Company recognized a loss on extinguishment of debt in the amount of $7.5 million resulting from the credit agreement refinancing on December 26, 2024 which includes a $3.6 million non-cash write-off of deferred financing costs, original issue discounts and embedded derivatives associated with the extinguished debt and $3.9 million in fees and debt issuance costs paid for the new debt. Additionally, the Company deferred $4.3 million of original issue discount and financing costs on the consolidated balance sheet at December 31, 2024.

The maturity date of the 2024 Amended Term Loan Agreement is December 26, 2028.

Borrowings under the 2024 Amended Term Loan Agreement bear interest at a rate per annum equal to a forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”) for a tenor of three months (with a credit spread adjustment of 0.15% per annum) (or another applicable reference rate, as determined pursuant to the terms of the 2024 Amended Term Loan Agreement) plus an applicable margin of 7.75%.

On November 12, 2025, the Company entered into the Second Amendment to the Second Amended and Restated Senior Secured Credit Agreement (the “Second Amendment”), effective November 12, 2025, which amended the Applicable Margin (as defined in the 2024 Amended Term Loan Agreement) to be the rate per annum set forth below under the caption “SOFR Loans Spread” or “ABR Loans Spread”, as the case may be, based on the Total Net Leverage Ratio; provided that (a) until the Adjustment Date (the date of delivery of financial statements pursuant to the 2024 Amended Term Loan Agreement) following the Second Amendment effective date, the Applicable Margin shall be the applicable rate per annum set forth below in Category 1 and (b) the Applicable Margin shall be the applicable rate per annum set forth in Category 4 below at any time that an Event of Default (as defined in the 2024 Amended Term Loan Agreement) exists:

Total Net Leverage Ratio

SOFR Loans Spread

ABR Loans Spread

Category 1
≤ 2.50 to 1.00

7.75%

6.75%

Category 2
> 2.50 to 1.00 ≤ 3.00 to 1.00

8.00%

7.00%

Category 3
> 3.00 to 1.00 ≤ 3.25 to 1.00

8.25%

7.25%

Category 4
> 3.25 to 1.00

8.50%

7.50%

The Applicable Margin shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Total Net Leverage Ratio in accordance with the table above.

The Second Amendment provides that the Borrower shall not permit the Total Net Leverage Ratio, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending March 31, 2025), to be greater than the levels set forth

in the following table for the applicable quarter:

Fiscal Quarter

Total Net Leverage Ratio

Fiscal quarters ending March 31, 2025 through and including June 30, 2025

2.75 to 1.00

Fiscal quarter ending September 30, 2025

2.50 to 1.00

Fiscal quarter ending December 31, 2025

3.20 to 1.00

Fiscal quarter ending March 31, 2026

3.25 to 1.00

Fiscal quarter ending June 30, 2026

3.40 to 1.00

Fiscal quarter ending September 30, 2026

3.50 to 1.00

Fiscal quarter ending December 31, 2026

3.40 to 1.00

Fiscal quarter ending March 31, 2027

3.25 to 1.00

Fiscal quarter ending June 30, 2027

3.00 to 1.00

Fiscal quarter ending September 30, 2027 and each fiscal quarter thereafter

2.50 to 1.00

Additionally, the Second Amendment provides that the Borrower shall not permit the Asset Coverage Ratio, as of the last day of any fiscal quarter (commencing with the fiscal quarter ending March 31, 2025) to be less than the applicable level set forth in the following table for the applicable fiscal quarter:

Fiscal Quarter

Asset Coverage Ratio

Fiscal quarters ending March 31, 2025 through and including December 31, 2026

1.85 to 1.00

Each fiscal quarter thereafter

2.00 to 1.00

The Second Amendment was accounted for as a debt modification in accordance with applicable accounting guidance.

The Borrower may elect, at its option, to prepay any borrowing outstanding under the 2024 Amended Term Loan Agreement. Such voluntary prepayments, certain mandatory prepayments and change of control prepayments are subject to the following prepayment premium, as applicable:

Period

Premium

Months 0 - 12

Make-whole amount equal to 12 months of interest plus 4.00%

Months 13 - 30

2.00%

Thereafter

0.00%

In the event the Borrower shall receive a disapproval notice (as defined in the 2024 Term Loan Agreement) from the required lenders under the 2024 Amended Term Loan Agreement rejecting or otherwise disqualifying a proposed buyer in connection with a permitted change in control thereunder to be consummated within 12 months following the Initial Closing Date, such voluntary prepayments, certain mandatory prepayments and change of control prepayments are subject to the following prepayment premium, as applicable:

Period

Premium

Months 0 - 9

Make-whole amount equal to 9 months of interest plus 2.00%

Months 10 - 30

2.00%

Thereafter

0.00%

The Borrower is required to make scheduled quarterly amortization payments in an aggregate principal amount equal to 2.50% of the aggregate principal amount of the loans outstanding on the Initial Closing Date plus the Incremental Term Loans commencing with the fiscal quarter ending June 30, 2025. The Borrower may be required to make mandatory prepayments of the loans under the 2024 Amended Term Loan Agreement in connection with the incurrence of non-permitted debt, certain asset sales and with excess cash on hand in excess of certain maximum levels.

Accordingly, upon closing of the West Quito Divestiture, the Company made a mandatory prepayment of $40.0 million on February 24, 2026.

Amounts outstanding under the 2024 Amended Term Loan Agreement are guaranteed by certain of the Borrower’s direct and indirect subsidiaries and secured by a security interest in substantially all of the assets of the Borrower and such direct and indirect subsidiaries, and of the equity interests of the Borrower held by the Company.

The 2024 Amended Term Loan agreement contains certain financial covenants (as defined in the 2024 Term Loan Agreement), including the maintenance of the following ratios.

Asset Coverage Ratio not to fall below 1.85x as of December 31, 2025 through and including December 31, 2026 and 2.00x for each fiscal quarter thereafter (see above), determined as of the last day of each fiscal quarter;
Total Net Leverage Ratio not to exceed 3.20x as of December 31, 2025 and not to exceed the levels set forth in the table above for each fiscal quarter thereafter, determined as of the last day of each fiscal quarter;
Current Ratio not to fall below 1.00x, determined on the last day of each calendar month commencing with the calendar month ending March 31, 2025; and
Liquidity not to fall below the greater of (x) $10,000,000 and (y) the amount equal to the scheduled principal and interest payments for the immediately succeeding three-month period, determined as of the last day of any fiscal quarter.

Under the 2024 Amended Term Loan Agreement, the Company is required to hedge approximately 85% to 50% of its anticipated oil and natural gas production, in varying percentages by year, on a rolling basis for the next four years. Entry into the 2024 Term Loan Agreement did not result in any material changes to the Company’s hedges. The 2024 Amended Term Loan Agreement also contains certain events of default, including non-payment; breaches of representations and warranties; non-compliance with covenants or other agreements; cross-default to material indebtedness; judgments; change of control; and voluntary and involuntary bankruptcy.

In conjunction with entering into the 2024 Term Loan Agreement, the Company agreed to pay an exit fee equal to the amount resulting from multiplying 3.50% by the difference, if any, of (x) Total proved developed producing (“PDP”) PV-10 (the “PDP PV-10”) as of the date that is the earlier of (i) Payment in Full, (ii) the Maturity Date, or (iii) the loans and other obligations otherwise becoming immediately due and payable pursuant to Section 10.02 of the 2024 Term Loan Agreement (including whether, in the case of clauses (i) or (iii), such Payment in Full or acceleration, respectively, may be made in connection with a refinancing transaction or a disposition of all or substantially all of the assets of the Company) (such earlier date, the “Exit Fee Determination Date”), less (y) the Total PDP PV-10 reflected in the Initial Reserve Report (as defined in the 2024 Term Loan Agreement) (the “Exit Fee”). Upon evaluation of the payoff profiles associated with the Exit Fee, the Company concluded that such embedded features resulting from the application of this fee were not clearly and closely related to the host debt instrument. The fair value analysis for such derivative was performed and the fair value was deemed to be zero at commencement and at December 31, 2025. Refer to Note 7, “Fair Value Measurements,” for a discussion of the valuation approach used and the significant inputs to the valuation for the Exit Fee derivative.

Debt Maturities

Aggregate debt maturities under the 2024 Amended Term Loan Agreement due in future years as of December 31, 2025 are as follows (in thousands):

Term Loan Credit Facility(1)

Other

  ​ ​ ​

Total

2026

$

22,500

$

10

$

22,510

2027

22,500

22,500

2028

163,125

163,125

Total

$

208,125

$

10

$

208,135

(1)Required quarterly debt maturities payments in the aggregate principal amount are $22.5 million in each of 2026 and 2027, $16.9 million in 2028 and a final payment at maturity on December 26, 2028 of $146.2 million. The final payment at maturity on December 26, 2028 decreased to $106.2 million subsequent to the $40.0 million prepayment of debt upon closing of the West Quito Divestiture on February 24, 2026.

Historical Timeline

Fiscal YearFiled
2025Mar 23, 2026Showing above
2024Mar 31, 2025
2023Apr 1, 2024
2022Mar 30, 2023
2021Mar 7, 2022
2020Mar 8, 2021
2019Mar 25, 2020
2018Mar 12, 2019
2017Mar 1, 2018
2016Mar 1, 2017
2015Feb 26, 2016

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.