CRK 8-K
Comstock Resources Inc (CRK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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. ☐
Item 7.01 Regulation FD Disclosure.
On September 1, 2026, Comstock Resources, Inc. ("Comstock" or the "Company") issued a press release announcing that it has entered into a letter of intent with the State Oil Company of Azerbaijan Republic ("SOCAR") under which SOCAR or a wholly owned subsidiary of SOCAR would acquire, subject to the terms of the letter of intent and a definitive purchase and sale agreement, (i) a non-operated working interest representing 20% of Comstock's interest in its Legacy Haynesville upstream assets, (ii) a non-operated working interest equal to 15% of Comstock's interest in its Western Haynesville upstream assets, reducing to 7.5% after five years and once the investor has achieved a 15% return on investment in those assets, and (iii) 15% of Comstock’s 73% ownership interest in Pinnacle Gas Services LLC, which provides midstream services to the Western Haynesville, for an aggregate purchase price of $1.65 billion in cash, subject to customary purchase price adjustments. The letter of intent binds the parties to negotiate in good faith a definitive purchase and sale agreement. The transaction will have an effective date of July 1, 2026.
Comstock also announced that it has entered into a Haynesville shale drilling venture with Jerry Jones, the Company's majority stockholder. Beginning September 1, 2026, a partnership owned by the Jones family will fund the drilling and completion costs of 85% of 18 Western Haynesville wells and 80% of nine Legacy Haynesville wells being drilled and completed by Comstock over the next twelve months, which is expected to cost approximately $450 million. After a 15% return on investment is achieved, 50% of the interest in the wells will revert to Comstock.
A copy of such press release is being furnished with Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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COMSTOCK RESOURCES, INC. |
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Date: |
September 1, 2026 |
By: |
/s/ ROLAND O. BURNS |
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Roland O. Burns |
Exhibit 99.1
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5300 Town and Country Blvd., Suite 500 |
Frisco, Texas 75034 |
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Telephone: (972) 668-8834 |
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Contact: Ron Mills |
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VP of Finance and Investor Relations |
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Web Site: www.comstockresources.com |
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NEWS RELEASE |
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For Immediate Release
COMSTOCK ANNOUNCES $1.65 BILLION STRATEGIC PARTNERSHIP WITH SOCAR AND $450 MILLION DRILLING JOINT VENTURE WITH JERRY JONES
FRISCO, TEXAS, September 1, 2026 – Comstock Resources, Inc. (NYSE and NYSE Texas: CRK) ("Comstock" or the "Company") announced today that it has entered into a letter of intent with the State Oil Company of the Azerbaijan Republic ("SOCAR") under which SOCAR or a wholly owned subsidiary of SOCAR would acquire, subject to the terms of the letter of intent and a definitive purchase and sale agreement, (i) a non-operated working interest representing 20% of Comstock's interest in its Legacy Haynesville upstream assets, (ii) a non-operated working interest equal to 15% of Comstock's interest in its Western Haynesville upstream assets, reducing to 7.5% after five years and once SOCAR has achieved a 15% return on investment in those assets, and (iii) 15% of Comstock’s 73% ownership interest in Pinnacle Gas Services LLC, which provides midstream services to the Western Haynesville, for an aggregate purchase price of $1.65 billion in cash, subject to customary purchase price adjustments. The letter of intent binds the parties to negotiate in good faith a definitive purchase and sale agreement, with the parties targeting execution by October 31, 2026, and a closing by year end, in each case subject to the progress of negotiations. Closing will be subject to customary conditions, including any required government and third-party approvals. The transaction will have an effective date of July 1, 2026.
Under the strategic partnership, SOCAR will have the opportunity to participate in future opportunities generated by Comstock in the Legacy and Western Haynesville at the same percentages SOCAR is acquiring in the transaction and SOCAR will provide opportunities for Comstock to market its natural gas to international customers.
Key Transaction Benefits to Comstock
$450 million Haynesville Drilling Venture
Comstock also announced that it has entered into a Haynesville shale drilling venture with Jerry Jones, the Company's majority stockholder. Beginning September 1, 2026, a partnership owned by the Jones family will fund the drilling and completion costs of 85% of 18 Western Haynesville wells and 80% of nine Legacy Haynesville wells being drilled and completed by Comstock over the next twelve months, which is expected to cost approximately $450 million. After a 15% return on investment is achieved, 50% of the interest in the wells will revert to Comstock. The drilling venture will support the continued development and delineation of Comstock's 545,000 net acres in the Western Haynesville and provide volumes to Pinnacle Gas Services as well as strengthen Comstock's balance sheet.
M. Jay Allison, Chairman and Chief Executive Officer of Comstock, commented: "We are excited to announce a strategic alliance with SOCAR. This partnership introduces a reputable international strategic partner to help accelerate value creation for our investors, while allowing us to materially reduce debt and fully fund the planned development of our Western Haynesville acreage — all while Comstock retains operatorship and control of the upstream and midstream assets while maintaining substantial upside through the reversionary structure. We are also excited about the investment Jerry Jones is making in our Haynesville drilling program which will strengthen our balance sheet and allow us to continue to create value in our vast Western Haynesville assets."
Rovshan Najaf, President of SOCAR, commented: "This partnership brings together SOCAR's and Comstock's extensive experience and capabilities, creating a strong foundation for the further expansion of our strategic cooperation. We are pleased to invest alongside a team with a demonstrated track record in developing the Haynesville and Western Haynesville, and we look forward to a long-term partnership."
Advisors
Wells Fargo is acting as financial advisor to Comstock and O'Melveny & Myers LLP is serving as its legal counsel. J.P. Morgan Securities LLC is acting as financial advisor to SOCAR and Baker Botts LLP is serving as its legal counsel.
About Comstock Resources
Comstock Resources, Inc. is a leading independent natural gas producer with operations focused on the development of the Haynesville shale in North Louisiana and East Texas. The Company's stock is traded on the NYSE and the NYSE Texas under the symbol CRK.
About Pinnacle Gas Services
Pinnacle Gas Services LLC is a Delaware limited liability company and a subsidiary of Comstock. Pinnacle owns and operates the Pinnacle gathering and treating system, which supports Comstock’s Western Haynesville natural gas operations in East Texas.
About SOCAR
SOCAR, a global energy company headquartered in Azerbaijan, specializes in the extraction, processing, and distribution of energy resources. As the largest integrated energy enterprise in the South Caucasus, SOCAR has a significant international presence, reflecting its important role across global energy markets.
Forward-Looking Statements
This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the expected execution of a definitive agreement, the expected timing and completion of the proposed transaction, the receipt of required regulatory approvals, the anticipated use of proceeds, expected leverage and interest savings and future development plans. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein, including the risk that a definitive agreement is not executed, that required approvals are not obtained or are delayed, or that the transaction is not completed on the terms described or at all. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct. Information concerning the assumptions, uncertainties and risks that may affect the actual results can be found in the Company's filings with the Securities and Exchange Commission ("SEC") available on the Company's website or the SEC's website at sec.gov.
Ron Mills
Vice President of Finance and Investor Relations
Comstock Resources
972-668-8834