EX-99.3
Published on September 18, 2026
1
Exhibit 99.3
Unaudited Pro Forma Condensed Combined Financial Information
Camino Natural Resources and Subsidiaries (“Camino”) Asset Acquisition
On July 2, 2026, Diversified Energy Company (the “Company” or “Diversified”) acquired equity interests of certain affiliates of
Camino Natural Resources, LLC (the “Camino Transaction”) that owned certain producing properties and undeveloped acreage for a
gross purchase price of approximately $1.2 billion before customary purchase price adjustments.
Simultaneously with the closing of the acquisition, the producing properties were contributed to an indirect subsidiary of a newly
formed special purpose vehicle (“SPV”), and the Company entered into an agreement with funds and accounts managed by Carlyle
Global Credit Investment Management, LLC (“Carlyle”) pursuant to which the Company and Carlyle hold 40% and 60% of the equity
interests in the SPV, respectively. Carlyle contributed $82 million and the Company contributed $55 million in exchange for their
respective equity interests in the SPV. The Company retained 100% ownership in the undeveloped acreage.
The acquisition of the producing properties was funded by $895 million of ABS notes issued by the SPV and collateralized by the
producing properties, together with the equity contributions of the Company and Carlyle described above. The Company’s acquisition
of the undeveloped acreage, for approximately $170 million, was funded by cash on hand and borrowings under the Company’s
revolving credit facility.
The Company does not control the activities that most significantly impact the economic performance of the SPV owning the Camino
assets, and therefore expects to account for the 40% interest in the SPV as an equity method investment.
Canvas Energy Inc. and Subsidiaries (“Canvas”) Asset Acquisition
On November 24, 2025, the Company acquired Canvas (the “Canvas Transaction”). When evaluating the transaction, the Company
determined that substantially all of the fair value of the gross assets acquired was concentrated in a single asset group; therefore, the
transaction was accounted for as an asset acquisition. The Company funded the transaction through a combination of the issuance of
3,718,209 new shares of common stock to former Canvas unitholders and cash consideration of approximately $399 million, inclusive
of transaction costs of approximately $13 million. In conjunction with the close of the Canvas Transaction, the Company closed on a
$400 million asset backed securitization (“ABS”) to partially fund the cash portion of the Transaction.
Maverick Natural Resources, LLC and Subsidiaries (“Maverick”) Business Combination
On March 14, 2025, the Company acquired Maverick (the “Maverick Transaction”). When evaluating the transaction, the Company
determined that the transaction did not have a significant concentration of assets and that it acquired an identifiable set of inputs,
processes, and outputs. As a result, the Company concluded the transaction was a business combination. The Company funded the
transaction through a combination of the issuance of 21,194,213 ordinary shares of the Company’s predecessor to Maverick
unitholders and cash consideration of approximately $211 million. Transaction costs incurred with the Maverick Transaction were
approximately $21 million.
Unaudited Pro Forma Condensed Combined Financial Statements
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 was prepared as if the Camino Transaction had
occurred on March 31, 2026. The Canvas Transaction closed on November 24, 2025 and the Maverick Transaction closed on March
14, 2025. Therefore, both the Canvas and Maverick transactions are already included in the Company's condensed consolidated
balance sheet as of March 31, 2026.
The unaudited pro forma condensed combined statements of comprehensive income (loss) for the three months ended March 31, 2026
and for the year ended December 31, 2025 were prepared as if the Camino, Canvas, and Maverick transactions had occurred on
January 1, 2025. The following unaudited pro forma condensed combined financial statements have been derived from the historical
consolidated financial statements of the Company, Camino, Canvas, and Maverick.
The unaudited pro forma condensed combined financial statements and underlying pro forma adjustments are based upon currently
available information and include certain estimates and assumptions made by the Company’s management; accordingly, actual results
could differ materially from the pro forma information. Management believes that the assumptions used to prepare the unaudited pro
forma condensed combined financial statements and accompanying notes provide a reasonable and supportable basis for presenting
the significant estimated effects of the transactions. The following unaudited pro forma condensed combined statements of
comprehensive income (loss) do not purport to represent what the Company’s results of operations would have been if the Camino,
Canvas, and Maverick transactions had occurred on January 1, 2025. The unaudited pro forma condensed combined balance sheet
does not purport to represent what the Company’s financial position would have been if the Camino Transaction had occurred on
March 31, 2026. The unaudited pro forma condensed combined financial statements should be read together with the following:
•the Company’s audited historical consolidated financial statements and accompanying notes included in its Annual Report on
Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, and the Company’s historical
2
Exhibit 99.3
financial statements included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed with the
SEC on May 6, 2026;
•Camino’s audited and unaudited historical financial statements and accompanying notes thereto filed as Exhibit 99.1 and
Exhibit 99.2 to this report on Form 8-K/A of which this Exhibit 99.3 is a part; and
•Canvas’ unaudited historical consolidated financial statements and accompanying notes thereto filed as Exhibit 99.2 to the
report on Form 8-K/A filed with the SEC on February 6, 2026.
The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of SEC
Regulation S-X using assumptions set forth in the notes herein. Article 11 permits presentation of reasonably estimable synergies and
other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has
elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited
pro forma condensed combined financial statements.
3
Exhibit 99.3
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2026 (Unaudited)
(In thousands) | DEC Historical (Note 1) | Camino As Adjusted (Note 2) | Camino Transaction Adjustments (Note 3) | Pro Forma Combined | |
ASSETS | |||||
Current assets: | |||||
Cash and cash equivalents | $54,539 | $43,232 | $(43,232) | (a) | $54,539 |
Restricted cash | 17,303 | — | — | 17,303 | |
Accounts receivable, net | 411,674 | 92,791 | (92,791) | (a) | 411,674 |
Derivatives | 76,946 | 9,808 | (9,808) | (a) | 76,946 |
Prepaid expenses and other current assets | 66,947 | 1,557 | (1,557) | (a) | 66,947 |
Total current assets | 627,409 | 147,388 | (147,388) | 627,409 | |
Noncurrent assets: | |||||
Natural gas and oil properties (successful efforts method): | |||||
Proved natural gas and oil properties | 5,850,455 | 2,928,657 | (2,749,114) | (a)(b) | 6,029,998 |
Unproved natural gas and oil properties | 19,804 | 314,192 | (301,497) | (a)(c) | 32,499 |
Accumulated depletion | (1,412,289) | (1,028,183) | 1,028,183 | (a) | (1,412,289) |
Natural gas and oil properties, net | 4,457,970 | 2,214,666 | (2,022,428) | 4,650,208 | |
Property, plant, and equipment, net | 460,270 | 1,527 | (1,527) | (a) | 460,270 |
Restricted cash | 83,660 | — | — | 83,660 | |
Deferred tax assets | 436,211 | — | — | 436,211 | |
Investment in equity affiliate | — | — | 54,873 | (d) | 54,873 |
Other assets | 170,697 | 89,117 | (89,117) | (a) | 170,697 |
Total assets | 6,236,217 | 2,452,698 | (2,205,587) | 6,483,328 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Current liabilities: | |||||
Accounts payable | 76,427 | 46,014 | (46,014) | (a) | 76,427 |
Accrued liabilities | 158,844 | 38,021 | (38,021) | (a) | 158,844 |
Revenue to be distributed | 264,217 | 74,716 | (74,716) | (a) | 264,217 |
Current portion of long-term debt, net | 235,255 | — | — | 235,255 | |
Derivatives | 336,738 | 36,388 | (36,388) | (a) | 336,738 |
Derivatives settlements payable | 120,235 | — | — | 120,235 | |
Other current liabilities | 144,067 | 43,247 | (20,769) | (a)(e) | 166,545 |
Total current liabilities | 1,335,783 | 238,386 | (215,908) | 1,358,261 | |
Noncurrent liabilities: | |||||
Asset retirement obligations | 870,043 | 11,305 | (11,305) | (a) | 870,043 |
Long-term debt, net | 2,652,709 | 420,000 | (195,367) | (a)(f) | 2,877,342 |
Derivatives | 540,743 | 5,411 | (5,411) | (a) | 540,743 |
Other liabilities | 92,985 | 119,208 | (119,208) | (a) | 92,985 |
Total liabilities | 5,492,263 | 794,310 | (547,199) | 5,739,374 | |
Stockholders' equity: | |||||
Common stock | 723 | — | — | 723 | |
Additional paid in capital | 1,426,156 | — | — | 1,426,156 | |
Accumulated other comprehensive income (loss) | (583) | — | — | (583) | |
Retained earnings (accumulated deficit) | (692,932) | — | — | (692,932) | |
Total stockholders' equity attributable to DEC | 733,364 | 1,550,283 | (1,550,283) | (a) | 733,364 |
Noncontrolling interest | 10,590 | 108,105 | (108,105) | (a) | 10,590 |
Total stockholders' equity | 743,954 | 1,658,388 | (1,658,388) | 743,954 | |
Total liabilities and stockholders' equity | $6,236,217 | $2,452,698 | $(2,205,587) | $6,483,328 | |
See accompanying notes to unaudited pro forma condensed combined financial information.
4
Exhibit 99.3
Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2026 (Unaudited)
(In thousands, except share and per share data) | DEC Historical (Note 1) | Camino As Adjusted (Note 2) | Camino Transaction Adjustments (Note 3) | Pro Forma Combined | |
Revenue | |||||
Natural gas | $314,149 | $77,313 | $(77,313) | (a) | $314,149 |
NGLs | 60,959 | 41,616 | (41,616) | (a) | 60,959 |
Oil | 181,099 | 55,270 | (55,270) | (a) | 181,099 |
Total commodity revenue | 556,207 | 174,199 | (174,199) | 556,207 | |
Gain (loss) on derivatives | (548,383) | (109,156) | 109,156 | (a) | (548,383) |
Midstream | 11,764 | — | — | 11,764 | |
Other | 7,556 | — | — | 7,556 | |
Total revenue | 27,144 | 65,043 | (65,043) | 27,144 | |
Operating expense | |||||
Lease operating expense | (132,968) | (17,029) | 17,029 | (a) | (132,968) |
Production taxes | (30,491) | (8,015) | 8,015 | (a) | (30,491) |
Midstream operating expense | (20,236) | — | — | (20,236) | |
Transportation expense | (28,568) | (32,914) | 32,914 | (a) | (28,568) |
Accretion of asset retirement obligation | (13,248) | — | — | (13,248) | |
General and administrative expense | (41,708) | (3,354) | 3,354 | (a) | (41,708) |
Depreciation, depletion and amortization | (108,565) | (43,478) | 41,230 | (a)(b) | (110,813) |
Gain (loss) on natural gas and oil properties and equipment | 98,077 | (180) | 180 | (a) | 98,077 |
Total operating expense | (277,707) | (104,970) | 102,722 | (279,955) | |
Income (loss) from operations | (250,563) | (39,927) | 37,679 | (252,811) | |
Other income (expense) | |||||
Income (loss) from equity affiliates | — | — | (18,625) | (c) | (18,625) |
Interest expense | (63,412) | (8,465) | 4,637 | (a)(d) | (67,240) |
Other income (expense) | 548 | 1,830 | (1,830) | (a) | 548 |
Income (loss) before taxation | (313,427) | (46,562) | 21,861 | (338,128) | |
Income tax benefit (expense) | 152,762 | — | 4,470 | (e) | 157,232 |
Net income (loss) | (160,665) | (46,562) | 26,331 | (180,896) | |
Other comprehensive income (loss) | — | — | — | — | |
Total comprehensive income (loss) | (160,665) | (46,562) | 26,331 | (180,896) | |
Net income (loss) attributable to: | |||||
DEC | (160,617) | (42,882) | 26,331 | (177,168) | |
Noncontrolling interest | (48) | (3,680) | — | (3,728) | |
Net income (loss) | $(160,665) | $(46,562) | $26,331 | $(180,896) | |
Earnings (loss) per share attributable to DEC | |||||
Basic | $(2.13) | $— | $— | $(2.35) | |
Diluted | $(2.13) | $— | $— | $(2.35) | |
Weighted average shares outstanding | |||||
Basic | 75,255,211 | — | — | 75,255,211 | |
Diluted | 75,255,211 | — | — | 75,255,211 | |
See accompanying notes to unaudited pro forma condensed combined financial information.
5
Exhibit 99.3
Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income (Loss)
Year Ended December 31, 2025 (Unaudited)
(In thousands, except share and per share data) | DEC Historical (Note 1) | Maverick As Adjusted (Note 2) | Canvas As Adjusted (Note 2) | Camino As Adjusted (Note 2) | Maverick Transaction Adjustments (Note 5)(a) | Canvas Transaction Adjustments (Note 4)(a) | Camino Transaction Adjustments (Note 3) | Pro Forma Combined | ||||
Revenue | ||||||||||||
Natural gas | $830,247 | $41,668 | $62,722 | $247,978 | $— | $— | $(247,978) | (a) | $934,637 | |||
NGLs | 207,868 | 18,724 | 54,628 | 183,929 | — | — | (183,929) | (a) | 281,220 | |||
Oil | 500,706 | 93,665 | 155,313 | 233,308 | — | — | (233,308) | (a) | 749,684 | |||
Total commodity revenue | 1,538,821 | 154,057 | 272,663 | 665,215 | — | — | (665,215) | 1,965,541 | ||||
Gain (loss) on derivatives | 217,687 | (11,544) | 6,815 | 112,825 | — | — | (112,825) | (a) | 212,958 | |||
Midstream | 40,492 | — | — | — | — | — | — | 40,492 | ||||
Other | 32,142 | 12,077 | — | — | — | — | — | 44,219 | ||||
Total revenue | 1,829,142 | 154,590 | 279,478 | 778,040 | — | — | (778,040) | 2,263,210 | ||||
Operating expense | ||||||||||||
Lease operating expense | (457,593) | (77,620) | (41,626) | (48,908) | — | — | 48,908 | (a) | (576,839) | |||
Production taxes | (86,709) | — | (14,225) | (30,818) | — | — | 30,818 | (a) | (100,934) | |||
Midstream operating expense | (79,185) | — | — | — | — | — | — | (79,185) | ||||
Transportation expense | (115,267) | — | (25,926) | (133,551) | — | — | 133,551 | (a) | (141,193) | |||
Accretion of asset retirement obligation | (48,607) | (2,076) | (1,071) | — | (1,309) | (b) | 33 | (b) | — | (53,030) | ||
General and administrative expense | (167,626) | (28,311) | (20,211) | (24,908) | — | — | 24,908 | (a) | (216,148) | |||
Depreciation, depletion and amortization | (412,506) | (22,332) | (68,302) | (198,721) | 544 | (c) | 11,352 | (c) | 191,001 | (b) | (498,964) | |
Gain (loss) on natural gas and oil properties and equipment | 73,368 | 7,152 | 118 | (3,405) | — | — | 3,405 | (a) | 80,638 | |||
Total operating expense | (1,294,125) | (123,187) | (171,243) | (440,311) | (765) | 11,385 | 432,591 | (1,585,655) | ||||
Income (loss) from operations | 535,017 | 31,403 | 108,235 | 337,729 | (765) | 11,385 | (345,449) | 677,555 | ||||
Other income (expense) | ||||||||||||
Income (loss) from equity affiliates | — | — | — | — | — | — | 143,277 | (c) | 143,277 | |||
Interest expense | (209,967) | (14,833) | (6,515) | (30,387) | (4,238) | (d) | (30,932) | (d) | 11,321 | (a)(d) | (285,551) | |
Loss on debt extinguishment | (26,971) | — | — | — | — | — | — | (26,971) | ||||
Other income (expense) | 3,270 | 417 | 1,073 | 73,696 | — | — | (73,696) | (a) | 4,760 | |||
Income (loss) before taxation | 301,349 | 16,987 | 102,793 | 381,038 | (5,003) | (19,547) | (264,547) | 513,070 | ||||
Income tax benefit (expense) | 40,550 | 59 | (21,488) | — | 1,201 | (e) | 4,691 | (e) | (34,387) | (e) | (9,374) | |
Net income (loss) | 341,899 | 17,046 | 81,305 | 381,038 | (3,802) | (14,856) | (298,934) | 503,696 | ||||
Other comprehensive income (loss) | 352 | — | — | — | — | — | — | 352 | ||||
Total comprehensive income (loss) | 342,251 | 17,046 | 81,305 | 381,038 | (3,802) | (14,856) | (298,934) | 504,048 | ||||
Net income (loss) attributable to: | ||||||||||||
DEC | 341,115 | 17,046 | 81,305 | 358,193 | (3,802) | (14,856) | (298,934) | 480,067 | ||||
Noncontrolling interest | 784 | — | — | 22,845 | — | — | — | 23,629 | ||||
Net income (loss) | $341,899 | $17,046 | $81,305 | $381,038 | $(3,802) | $(14,856) | $(298,934) | $503,696 | ||||
Earnings (loss) per share attributable to DEC | ||||||||||||
Basic | $4.67 | $— | $— | $— | $— | $— | $— | $4.90 | (f) | |||
Diluted | $4.58 | $— | $— | $— | $— | $— | $— | $4.83 | (f) | |||
Weighted average shares outstanding | ||||||||||||
Basic | 72,969,687 | — | — | — | 21,194,213 | (f) | 3,718,209 | (f) | — | 97,882,109 | (f) | |
Diluted | 74,478,592 | — | — | — | 21,194,213 | (f) | 3,718,209 | (f) | — | 99,391,014 | (f) | |
See accompanying notes to unaudited pro forma condensed combined financial information.
6
Exhibit 99.3
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Basis for Pro Forma Presentation
The accompanying unaudited pro forma condensed combined financial information was prepared based on:
•The historical consolidated financial statements of the Company for the year ended December 31, 2025 and the three months
ended March 31, 2026,
•The historical Camino consolidated financial statements for the year ended December 31, 2025 and the three months ended March
31, 2026,
•The historical Canvas consolidated financial statements for the nine months ended September 30, 2025 and the financial activity
from October 1, 2025 through November 24, 2025, the closing date of the Canvas Transaction,
•The historical Maverick financial activity from January 1, 2025 through March 14, 2025, the closing date of the Maverick
Transaction.
The unaudited pro forma condensed combined statement of comprehensive income (loss) for the three months ended March 31, 2026
and the year ended December 31, 2025 were prepared assuming the Camino, Canvas, and Maverick transactions occurred on January
1, 2025. The unaudited pro forma condensed combined balance sheet as of March 31, 2026 was prepared as if the Camino Transaction
had occurred on March 31, 2026. The Canvas Transaction closed on November 24, 2025 and the Maverick Transaction closed on
March 14, 2025. Therefore, both the Canvas and Maverick transactions are already included in the Company's condensed consolidated
balance sheet as of March 31, 2026.
The unaudited pro forma condensed combined financial information reflects pro forma adjustments that are described in the
accompanying notes and are based on currently available information and certain assumptions that the Company believes are
reasonable, however, actual results may differ materially. In the Company’s opinion, all adjustments that are necessary to present
fairly the pro forma information have been made. The unaudited pro forma condensed combined financial information does not
purport to represent what the Company’s results of operations would have been if the Camino, Canvas, and Maverick transactions had
actually occurred on the dates indicated above, nor is it indicative of the Company’s future results of operations. The unaudited pro
forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements
and related notes of the Company, as applicable, for the periods presented.
Note 2 - Reclassification Adjustments
Certain reclassifications have been made in the historical presentation of Camino, Canvas, and Maverick’s financial statements to
conform to the Company’s historical presentation.
Camino Transaction
Condensed Consolidated Balance Sheet as of March 31, 2026
(In thousands)
Camino Caption | Diversified Caption | Camino Historical | Reclassification Adjustments | Camino As Adjusted | |
ASSETS | |||||
Current assets: | |||||
Cash and cash equivalents | Cash and cash equivalents | $43,232 | $— | $43,232 | |
Restricted cash | — | — | — | ||
Accounts receivable, net of allowance for doubtful accounts of $637 and $696, respectively | Accounts receivable, net | 92,791 | — | 92,791 | |
Derivative instruments | Derivatives | 9,808 | — | 9,808 | |
Prepaid and other current assets | Prepaid expenses and other current assets | 1,557 | — | 1,557 | |
Total current assets | 147,388 | — | 147,388 |
7
Exhibit 99.3
Camino Caption | Diversified Caption | Camino Historical | Reclassification Adjustments | Camino As Adjusted | |
Noncurrent assets: | |||||
Natural gas and oil properties (successful efforts method): | |||||
Proved oil and natural gas properties, successful efforts method | Proved natural gas and oil properties | 2,928,657 | — | 2,928,657 | |
Unproved oil and natural gas properties | Unproved natural gas and oil properties | 314,192 | — | 314,192 | |
Accumulated depreciation, depletion, and amortization | Accumulated depletion | (1,028,183) | — | (1,028,183) | |
Natural gas and oil properties, net | 2,214,666 | — | 2,214,666 | ||
Other property and equipment, net of accumulated depreciation of $5,374 and $5,016, respectively | Property, plant, and equipment, net | 1,527 | — | 1,527 | |
Operating leases right-of-use assets | 26,057 | (26,057) | (1) | — | |
Restricted cash | — | — | — | ||
Derivative instruments | Derivatives | 3,294 | (3,294) | (2) | — |
Deferred tax assets | — | — | — | ||
Investment in unconsolidated subsidiary | 51,606 | (51,606) | (3) | — | |
Other non-current assets | Other assets | 8,160 | 80,957 | (1)(2)(3) | 89,117 |
Total assets | 2,452,698 | — | 2,452,698 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Current liabilities: | |||||
Accounts payable | Accounts payable | 46,014 | — | 46,014 | |
Accrued expenses | Accrued liabilities | 38,021 | — | 38,021 | |
Revenue and royalties payable | Revenue to be distributed | 74,716 | — | 74,716 | |
Lease liabilities | 22,217 | (22,217) | (5) | — | |
Derivative instruments | Derivatives | 36,388 | — | 36,388 | |
Derivatives settlements payable | — | — | — | ||
Other liabilities | Other current liabilities | 10,780 | 32,467 | (4)(5) | 43,247 |
Deferred drilling incentive | 10,250 | (10,250) | (4) | — | |
Total current liabilities | 238,386 | — | 238,386 | ||
Noncurrent liabilities: | |||||
Asset retirement obligations | Asset retirement obligations | 11,305 | — | 11,305 | |
Lease liabilities | 3,421 | (3,421) | (5) | — | |
Revolving credit facility | Long-term debt, net | 420,000 | — | 420,000 | |
Derivative instruments | Derivatives | 5,411 | — | 5,411 | |
Other liabilities | Other liabilities | 570 | 118,638 | (5)(6) | 119,208 |
Deferred drilling incentive | 115,217 | (115,217) | (6) | — | |
Total liabilities | 794,310 | — | 794,310 | ||
Stockholders' equity: | |||||
Common stock | — | — | — | ||
Additional paid in capital | — | — | — | ||
Accumulated other comprehensive income (loss) | — | — | — | ||
Retained earnings (accumulated deficit) | — | — | — | ||
Members' equity | Total stockholders' equity attributable to DEC | 1,550,283 | — | 1,550,283 | |
Non-controlling interest | Non-controlling interest | 108,105 | — | 108,105 | |
Total stockholders' equity | 1,658,388 | $— | 1,658,388 | ||
Total liabilities and stockholders' equity | $2,452,698 | $— | $2,452,698 |
(1)Represents the reclassification of amounts contained in “Operating leases right-of-use assets” on Camino’s historical
balance sheet to “Other assets” within “Total assets” to conform to the Company’s balance sheet presentation.
(2)Represents the reclassification of amounts contained in “Derivative instruments” on Camino’s historical balance sheet to
“Other assets” within “Total assets” to conform to the Company’s balance sheet presentation.
(3)Represents the reclassification of amounts contained in “Investment in unconsolidated subsidiary” on Camino’s historical
balance sheet to “Other assets” within “Total assets” to conform to the Company’s balance sheet presentation.
8
Exhibit 99.3
(4)Represents the reclassification of amounts contained in “Deferred drilling incentive” on Camino’s historical balance sheet
to “Other current liabilities” within “Total liabilities” to conform to the Company’s balance sheet presentation.
(5)Represents the reclassification of amounts contained in “Lease liabilities” on Camino’s historical balance sheet to “Other
liabilities” within “Total liabilities” to conform to the Company’s balance sheet presentation.
(6)Represents the reclassification of amounts contained in “Deferred drilling incentive” on Camino’s historical balance sheet
to “Other liabilities” within “Total liabilities” to conform to the Company’s balance sheet presentation.
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2026
(In thousands)
Camino Caption | Diversified Caption | Camino Historical | Reclassification Adjustments | Camino As Adjusted | |
Revenue | |||||
Natural gas revenues | Natural gas | $9,786 | $67,527 | (1) | $77,313 |
Natural gas revenues with affiliate | 67,527 | (67,527) | (1) | — | |
Natural gas liquid revenues | NGLs | 4,653 | 36,963 | (2) | 41,616 |
Natural gas liquid revenues with affiliate | 36,963 | (36,963) | (2) | — | |
Oil revenues | Oil | 54,789 | 481 | (3) | 55,270 |
Oil revenues with affiliate | 481 | (481) | (3) | — | |
Total commodity revenue | 174,199 | — | 174,199 | ||
Gain (loss) on derivatives | — | 109,156 | (4)(9) | (109,156) | |
Midstream | — | — | — | ||
Other | — | — | — | ||
Total revenue | 174,199 | (109,156) | (4) | 65,043 | |
Operating expense | |||||
Lease operating expenses | Lease operating expense | 16,898 | 131 | (5)(9) | (17,029) |
Leasehold expirations | 131 | (131) | (5) | — | |
Production taxes | Production taxes | 8,015 | — | (9) | (8,015) |
Midstream operating expense | — | — | — | ||
Transportation, processing, gathering and other operating expense | Transportation expense | 2,671 | 30,243 | (6)(9) | (32,914) |
Transportation, processing, gathering and other operating expense with affiliate | 30,243 | (30,243) | (6) | — | |
Accretion of asset retirement obligation | — | — | — | ||
General and administrative expenses | General and administrative expense | 3,354 | — | (9) | (3,354) |
— | — | — | |||
Depreciation, depletion, amortization and accretion of asset retirement obligations | Depreciation, depletion and amortization | 43,478 | — | (9) | (43,478) |
Gain (loss) on natural gas and oil property and equipment | — | (180) | (7) | (180) | |
Total operating expense | 104,790 | 180 | (104,970) | ||
Income (loss) from operations | 69,409 | (109,336) | (39,927) |
9
Exhibit 99.3
Camino Caption | Diversified Caption | Camino Historical | Reclassification Adjustments | Camino As Adjusted | |
Other expense (income) | Other income (expense) | ||||
Loss on sale of oil and natural gas properties | (180) | 180 | (7) | — | |
Interest expense | Interest expense | 8,465 | — | (9) | (8,465) |
Loss of debt extinguishment | — | — | — | ||
Other income | Other income (expense) | (850) | (980) | (8)(10) | 1,830 |
Income from equity investments | (980) | 980 | (8) | — | |
Net loss on derivative instruments | 109,156 | (109,156) | (4) | — | |
Income (loss) before taxation | (46,562) | — | (46,562) | ||
Income tax benefit (expense) | — | — | — | ||
Net income (loss) | (46,562) | — | (46,562) | ||
Other comprehensive income (loss) | — | — | — | ||
Total comprehensive income (loss) | (46,562) | $— | (46,562) | ||
Net income (loss) attributable to: | |||||
Net income (loss) attributable to Camino Natural Resources Holdings, LLC | DEC | (42,882) | $— | (42,882) | |
Net income (loss) attributable to non-controlling interest | Non-controlling interest | (3,680) | — | (3,680) | |
Net income (loss) | $(46,562) | $— | $(46,562) |
(1)Represents the reclassification of amounts contained in “Natural gas revenues with affiliate” on Camino’s historical income
statement to “Natural gas” within “Total commodity revenue” to conform to the Company’s income statement presentation.
(2)Represents the reclassification of amounts contained in “Natural gas liquid revenues with affiliate” on Camino’s historical
income statement to “NGLs” within “Total commodity revenue” to conform to the Company’s income statement
presentation.
(3)Represents the reclassification of amounts contained in “Oil revenues with affiliate” on Camino’s historical income
statement to “Oil” within “Total commodity revenue” to conform to the Company’s income statement presentation.
(4)Represents the reclassification of amounts contained in “Net loss on derivative instruments” on Camino’s historical income
statement to “Gain (loss) on derivatives” to conform to the Company’s income statement presentation.
(5)Represents the reclassification of amounts contained in “Leasehold expirations” on Camino’s historical income statement to
“Lease operating expense” to conform to the Company’s income statement presentation.
(6)Represents the reclassification of amounts contained in “Transportation, processing, gathering and other operating expense
with affiliates” on Camino’s historical income statement to “Transportation expense” to conform to the Company’s income
statement presentation.
(7)Represents the reclassification of amounts contained in “Loss on sale of oil and natural gas properties” on Camino’s
historical income statement to “Gain (loss) on natural gas and oil properties and equipment” to conform to the Company’s
income statement presentation.
(8)Represents the reclassification of amounts contained in “Income from equity investments” on Camino’s historical income
statement to “Other income (expense)” to conform to the Company’s income statement presentation.
(9)Represents the presentation on Camino’s historical income statement as a negative value to conform to the Company’s
income statement presentation.
(10) Represents the presentation on Camino’s historical income statement as a positive value to conform to the Company’s
income statement presentation.
10
Exhibit 99.3
Condensed Consolidated Statement of Comprehensive Income (Loss) for the Twelve Months Ended December 31, 2025
(In thousands)
Camino Caption | Diversified Caption | Camino Historical | Reclassification Adjustments | Camino As Adjusted | |
Revenue | |||||
Natural gas revenues | Natural gas | $33,646 | $214,332 | (1) | $247,978 |
Natural gas revenues with affiliate | 214,332 | (214,332) | (1) | — | |
Natural gas liquid revenues | NGLs | 23,153 | 160,776 | (2) | 183,929 |
Natural gas liquid revenues with affiliate | 160,776 | (160,776) | (2) | — | |
Oil revenues | Oil | 230,881 | 2,427 | (3) | 233,308 |
Oil revenues with affiliate | 2,427 | (2,427) | (3) | — | |
Total commodity revenue | 665,215 | — | 665,215 | ||
Gain (loss) on derivatives | — | 112,825 | (4) | 112,825 | |
Midstream | — | — | — | ||
Other | — | — | — | ||
Total revenue | 665,215 | 112,825 | 778,040 | ||
Operating expense | |||||
Lease operating expenses | Lease operating expense | 48,908 | — | (10) | (48,908) |
Production taxes | Production taxes | 30,818 | — | (10) | (30,818) |
Midstream operating expense | — | — | — | ||
Transportation, processing, gathering and other operating expense | Transportation expense | 14,539 | 119,012 | (5)(10) | (133,551) |
Transportation, processing, gathering and other operating expense with affiliate | 119,012 | (119,012) | (5) | — | |
Accretion of asset retirement obligation | — | — | — | ||
General and administrative expenses | General and administrative expense | 24,908 | — | (10) | (24,908) |
— | — | ||||
Depreciation, depletion, amortization and accretion of asset retirement obligations | Depreciation, depletion and amortization | 198,323 | 398 | (6)(10) | (198,721) |
Exploration and impairment of unproved properties | 398 | (398) | (6) | — | |
Gain (loss) on natural gas and oil property and equipment | — | 3,405 | (7)(10) | (3,405) | |
Total operating expense | 436,906 | 3,405 | (440,311) | ||
Income (loss) from operations | 228,309 | 109,420 | 337,729 | ||
Other expense (income) | Other income (expense) | ||||
Loss on sale of oil and natural gas properties | 3,405 | (3,405) | (7) | — | |
Gain on disposition of equity method investment | (61,425) | 61,425 | (8) | — | |
Interest expense | Interest expense | 30,387 | — | (10) | (30,387) |
Loss of debt extinguishment | — | — | — | ||
Other income | Other income (expense) | (2,783) | (70,913) | (8)(9)(11) | 73,696 |
Income from equity investments | (9,488) | 9,488 | (9) | — | |
Net (gain) loss on derivative instruments | (112,825) | 112,825 | (4) | — | |
Income (loss) before taxation | 381,038 | — | 381,038 | ||
Income tax benefit (expense) | — | — | — | ||
Net income (loss) | 381,038 | — | 381,038 | ||
Other comprehensive income (loss) | — | — | — | ||
Total comprehensive income (loss) | 381,038 | — | 381,038 | ||
Net income (loss) attributable to: | |||||
Net income attributable to Camino Natural Resources Holdings, LLC | DEC | 358,193 | — | 358,193 | |
Net income attributable to non-controlling interest | Non-controlling interest | 22,845 | — | 22,845 | |
Net income (loss) | $381,038 | $— | $381,038 |
(1)Represents the reclassification of amounts contained in “Natural gas revenues with affiliate” on Camino’s historical income
statement to “Natural gas” within “Total commodity revenue” to conform to the Company’s income statement presentation.
11
Exhibit 99.3
(2)Represents the reclassification of amounts contained in “Natural gas liquid revenues with affiliate” on Camino’s historical
income statement to “NGLs” within “Total commodity revenue” to conform to the Company’s income statement
presentation.
(3)Represents the reclassification of amounts contained in “Oil revenues with affiliate” on Camino’s historical income
statement to “Oil” within “Total commodity revenue” to conform to the Company’s income statement presentation.
(4)Represents the reclassification of amounts contained in “Net (gain) loss on derivative instruments” on Camino’s historical
income statement to “Gain (loss) on derivatives” to conform to the Company’s income statement presentation.
(5)Represents the reclassification of amounts contained in “Transportation, processing, gathering and other operating expense
with affiliate” on Camino’s historical income statement to “Transportation expense” to conform to the Company’s income
statement presentation.
(6)Represents the reclassification of amounts contained in “Exploration and impairment of unproved properties” on Camino’s
historical income statement to “Depreciation, depletion and amortization” to conform to the Company’s income statement
presentation.
(7)Represents the reclassification of amounts contained in “Loss on sale of oil and natural gas properties” on Camino’s
historical income statement to “Gain (loss) on natural gas and oil properties and equipment” to conform to the Company’s
income statement presentation.
(8)Represents the reclassification of amounts contained in “Gain on disposition of equity investment” on Camino’s historical
income statement to “Other income (expense)” to conform to the Company’s income statement presentation.
(9)Represents the reclassification of amounts contained in “Income from equity investments” on Camino’s historical income
statement to “Other income (expense)” to conform to the Company’s income statement presentation.
(10) Represents the presentation on Camino’s historical income statement as a negative value to conform to the Company’s
income statement presentation.
(11) Represents the presentation on Camino’s historical income statement as a positive value to conform to the Company’s
income statement presentation.
Canvas Transaction
Condensed Consolidated Statement of Comprehensive Income for the Period of October 1, 2025 to November 24, 2025
(in thousands)
Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |
Revenue | |||||
Natural gas | $— | $9,491 | (1) | $9,491 | |
NGLs | — | 7,743 | (1) | 7,743 | |
Oil | — | 19,110 | (1) | 19,110 | |
Commodity sales | Total commodity revenue | 32,506 | 3,838 | (1) | 36,344 |
Derivatives gains (losses), net | Gain (loss) on derivatives | — | 2,066 | (2) | 2,066 |
Midstream | — | — | — | ||
Other | — | — | — | ||
Total revenue | 32,506 | 5,904 | (1)(2) | 38,410 | |
Operating expense | |||||
Lease operating | Lease operating expense | 6,814 | — | (4) | (6,814) |
Production taxes | Production taxes | 1,861 | — | (4) | (1,861) |
Midstream operating expense | — | — | — | ||
Transportation and processing | Transportation expense | 613 | 3,838 | (1)(4) | (4,451) |
Accretion of asset retirement obligation | — | 276 | (3)(4) | (276) | |
General and administrative | General and administrative expense | 4,392 | — | (4) | (4,392) |
Depletion, depreciation and amortization | Depreciation, depletion and amortization | 11,795 | (276) | (3)(4) | (11,519) |
(Gain) loss on sale of assets | Gain (loss) on natural gas and oil properties and equipment | — | — | ||
Total operating expense | 25,475 | 3,838 | (1) | (29,313) | |
Income (loss) from operations | 7,031 | 2,066 | (2) | 9,097 |
12
Exhibit 99.3
Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |
Other income (expense) | |||||
Interest expense | Interest expense | (675) | — | (675) | |
Derivatives gains (losses), net | 2,066 | (2,066) | (2) | — | |
(Gain) loss on sale of assets | — | — | — | ||
Loss of debt extinguishment | — | — | — | ||
Other income, net | Other income (expense) | (152) | — | (152) | |
Income (loss) before taxation | 8,270 | — | 8,270 | ||
Income tax expense (benefit) - current | Income tax benefit (expense) | — | — | — | |
Income tax expense (benefit) - deferred | — | — | — | ||
Net income (loss) | 8,270 | — | 8,270 | ||
Other comprehensive income (loss) | — | — | — | ||
Total comprehensive income (loss) | $8,270 | $— | $8,270 |
(1)Represents the breakout of “Commodity sales” on Canvas’ historical income statement to “Natural gas”, “NGLs”, and
“Oil” revenues to conform to the Company’s income statement presentation, as well as the reclassification of
“Transportation and processing” on Canvas’ historical income statement as a revenue deduction to “Transportation
expense” to conform to the Company’s income statement presentation.
(2)Represents the reclassification of “Derivatives gains (losses), net” to “Gain (loss) on derivatives” within “Total revenue” to
conform to the Company’s income statement presentation.
(3)Represents the reclassification of accretion amounts contained in “Depreciation, depletion, accretion, and amortization” to
“Accretion of asset retirement obligation” to conform to the Company’s income statement presentation.
(4)Represents the presentation on Canvas' historical income statement as a negative value to conform to the Company’s income
statement presentation.
13
Exhibit 99.3
Condensed Consolidated Statement of Comprehensive Income (Loss) for the Nine Months Ended September 30, 2025
(In thousands)
Canvas Caption | Diversified Caption | Canvas Historical | Reclassification Adjustments | Canvas As Adjusted | |
Revenue | |||||
Natural gas | $— | $53,231 | (1) | $53,231 | |
NGLs | — | 46,885 | (1) | 46,885 | |
Oil | — | 136,203 | (1) | 136,203 | |
Commodity sales | Total commodity revenue | 221,110 | 15,209 | (1) | 236,319 |
Derivatives gains (losses), net | Gain (loss) on derivatives | — | 4,749 | (2) | 4,749 |
Midstream | — | — | — | ||
Other | — | — | — | ||
Total revenue | 221,110 | 19,958 | (1)(2) | 241,068 | |
Operating expense | |||||
Lease operating | Lease operating expense | 34,812 | — | (6) | (34,812) |
Production taxes | Production taxes | 12,364 | — | (6) | (12,364) |
Midstream operating expense | — | — | — | ||
Transportation and processing | Transportation expense | 6,266 | 15,209 | (1)(6) | (21,475) |
Accretion of asset retirement obligation | — | 795 | (3)(6) | (795) | |
General and administrative | General and administrative expense | 15,819 | — | (6) | (15,819) |
Depletion, depreciation and amortization | Depreciation, depletion and amortization | 57,578 | (795) | (3)(6) | (56,783) |
Gain on sale of assets | Gain (loss) on natural gas and oil properties and equipment | — | 118 | (4) | 118 |
Total operating expense | 126,839 | 15,091 | (1)(4) | (141,930) | |
Income (loss) from operations | 94,271 | 4,867 | (2)(4) | 99,138 | |
Other income (expense) | |||||
Interest expense | Interest expense | (5,840) | — | (5,840) | |
Derivatives gains (losses), net | 4,749 | (4,749) | (2) | — | |
Gain on sale of assets | 118 | (118) | (4) | — | |
Loss on debt extinguishment | — | — | — | ||
Other income, net | Other income (expense) | 1,225 | — | 1,225 | |
Income (loss) before taxation | 94,523 | — | 94,523 | ||
Income tax expense (benefit) - current | Income tax benefit (expense) | 545 | 20,943 | (5)(6) | (21,488) |
Income tax expense (benefit) - deferred | 20,943 | (20,943) | (5) | — | |
Net income (loss) | 73,035 | — | 73,035 | ||
Other comprehensive income (loss) | — | — | — | ||
Total comprehensive income (loss) | $73,035 | $— | $73,035 |
(1)Represents the breakout of “Commodity sales” on Canvas’ historical income statement to “Natural gas”, “NGLs”, and
“Oil” revenues to conform to the Company’s income statement presentation, as well as the reclassification of
“Transportation and processing” on Canvas’ historical income statement as a revenue deduction to “Transportation
expense” to conform to the Company’s income statement presentation.
(2)Represents the reclassification of “Derivatives gains (losses), net” to “Gain (loss) on derivatives” within “Total revenue” to
conform to the Company’s income statement presentation.
(3)Represents the reclassification of accretion amounts contained in “Depreciation, depletion, accretion, and amortization” to
“Accretion of asset retirement obligation” to conform to the Company’s income statement presentation.
(4)Represents the reclassification of amounts contained in “Gain (loss) on sale of assets” on Canvas' historical income
statement to “Gain (loss) on natural gas and oil properties and equipment” within “Total operating expense” to conform to
the Company’s income statement presentation.
(5)Represents the reclassification of amounts contained in “Income tax expense (benefit) - current” and “Income tax expense
(benefit) - deferred” to “Income tax benefit (expense)” to conform to the Company’s income statement presentation.
14
Exhibit 99.3
(6)Represents the presentation on Canvas' historical income statement as a negative value to conform to the Company’s income
statement presentation.
Maverick Transaction
Condensed Consolidated Statement of Comprehensive Income (Loss) for the Period of January 1, 2025 to March 14, 2025
(In thousands)
Maverick Caption | Diversified Caption | Maverick Historical | Reclassification Adjustments | Maverick As Adjusted | |
Revenue | |||||
Natural gas revenues | Natural gas | $41,668 | $— | $41,668 | |
NGL revenues | NGLs | 18,724 | — | 18,724 | |
Oil revenues | Oil | 93,665 | — | 93,665 | |
Total commodity revenue | 154,057 | — | 154,057 | ||
Realized gain (loss) on commodity derivative instruments | Gain (loss) on derivatives | (5,376) | (6,168) | (1) | (11,544) |
Unrealized gain (loss) on commodity derivative instruments | (6,168) | 6,168 | (1) | — | |
Midstream | — | — | — | ||
Other revenues, net | Other | 12,077 | — | 12,077 | |
Total revenue | 154,590 | — | 154,590 | ||
Operating expense | |||||
Operating costs | Lease operating expense | 77,620 | — | (4) | (77,620) |
Production taxes | — | — | — | ||
Midstream operating expense | — | — | — | ||
Transportation expense | — | — | — | ||
Accretion of asset retirement obligation | — | 2,076 | (4) | (2,076) | |
General and administrative expenses | General and administrative expense | 23,113 | 5,198 | (2)(4) | (28,311) |
Restructuring costs | 5,198 | (5,198) | (2) | — | |
Depletion, depreciation and amortization | Depreciation, depletion and amortization | 24,408 | (2,076) | (3)(4) | (22,332) |
(Gain) loss on sale of assets | Gain (loss) on natural gas and oil property and equipment | (7,152) | — | (5) | 7,152 |
Total operating expense | 123,187 | — | (123,187) | ||
Income (loss) from operations | 31,403 | — | 31,403 | ||
Other income (expense) | |||||
Interest expense | Interest expense | 14,833 | — | (4) | (14,833) |
Loss of debt extinguishment | — | — | — | ||
Other income, net | Other income (expense) | (417) | — | (5) | 417 |
Income (loss) before taxation | 16,987 | — | 16,987 | ||
Income tax expense (benefit) | Income tax benefit (expense) | (59) | — | (5) | 59 |
Net income (loss) | 17,046 | — | 17,046 | ||
Other comprehensive income (loss) | — | — | — | ||
Total comprehensive income (loss) | $17,046 | $— | $17,046 |
(1)Represents the reclassification of amounts contained in “Realized gain (loss) on commodity derivative instruments” and
“Unrealized gain (loss) on commodity derivative instruments” on Maverick’s historical income statement to “Gain (loss) on
derivatives” to conform to the Company’s income statement presentation.
(2)Represents the reclassification of amounts contained in “General and administrative expenses” and “Restructuring costs”
on Maverick’s historical income statement to “General and administrative expense” to conform to the Company’s income
statement presentation.
(3)Represents the reclassification of amounts contained in “Depletion, depreciation and amortization” on Maverick’s historical
income statement to “Accretion of asset retirement obligation” to conform to the Company’s income statement presentation.
(4)Represents the presentation on Maverick’s historical income statement as a negative value to conform to the Company’s
income statement presentation.
(5)Represents the presentation on Maverick’s historical income statement as a positive value to conform to the Company’s
income statement presentation.
15
Exhibit 99.3
Note 3 - Pro Forma Adjustments - Camino Transaction
Condensed Consolidated Balance Sheet
The table below represents the preliminary value of the total consideration of the Camino Transaction.
(In thousands) | Preliminary Purchase Price Consideration |
Diversified cash consideration to Camino through draw on revolving credit facility for a 40% interest in newly formed SPV | $54,873 |
PLUS: Diversified cash consideration to Camino for undeveloped properties through draw on revolving credit facility | 169,760 |
Preliminary purchase price consideration | $224,633 |
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 reflects the following adjustments for the Camino
Transaction:
(a)Represents the adjustment to remove the historical Camino balances, as these balances were either not acquired or are not
expected to be consolidated in the Company’s consolidated balance sheet, given the Camino Transaction is expected to be
accounted for as an equity method investment.
(b)Represents the adjustment for the acquisition of proved undeveloped properties, which were acquired 100% by the Company
in the Camino Transaction.
(c)Represents the adjustment for the acquisition of unproved properties, which were acquired 100% by the Company in the
Camino Transaction.
(d)Represents the adjustment to reflect the value of the Company’s equity contribution to acquire a 40% interest in the SPV that
owns the Camino producing assets.
(e)Represents the adjustment for the Company’s assumption of certain suspense liabilities associated with the producing wells in
the SPV that owns the Camino producing assets.
(f)Represents the adjustment for additional borrowings on the Company’s credit facility to finance the purchase of the
undeveloped properties and equity ownership in the SPV owning the Camino producing assets.
Condensed Consolidated Statement of Comprehensive Income (Loss)
The unaudited pro forma condensed combined statement of comprehensive income (loss) for the three months ended March 31, 2026
reflects the adjustments listed below for the Camino Transaction. These adjustments are expected to have a continuing impact on the
combined Company, unless stated otherwise.
(a)Represents the adjustment to remove the historical Camino balances, as these balances were either not acquired or are not
expected to be consolidated in the Company’s consolidated statements of comprehensive income (loss), given the Camino
Transaction is expected to be accounted for as an equity method investment.
(b)Represents the adjustment for depreciation, depletion and amortization expense related to the proved undeveloped properties
acquired in the Camino Transaction. Depletion was calculated using the unit-of-production method under the successful
efforts method of accounting. The depletion expense was adjusted for the revision to the depletion rate reflecting the
acquisition costs and the reserves volumes attributable to the acquired proved undeveloped properties. The pro forma
depletion rate attributable to the Camino Transaction was $6.30 per barrel of oil equivalent.
(c)Represents the adjustment to reflect the income (loss) from the Company’s 40% ownership in the SPV that owns the Camino
producing assets as an equity method investment.
(d)Represents the increase to interest expense resulting from the incremental interest expense for borrowings on the Company’s
credit facility to finance the purchase of the undeveloped properties and equity ownership in the SPV owning the Camino
producing assets.
(e)Represents the estimated income tax impact of the income (loss) from equity affiliates pro forma adjustment from the Camino
Transaction at the estimated blended federal and state statutory rate of approximately 24% for the three months ended March
31, 2026. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate,
the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Camino
Transaction.
16
Exhibit 99.3
The unaudited pro forma condensed combined statement of comprehensive income (loss) for the year ended December 31, 2025
reflects the adjustments listed below for the Camino Transaction. These adjustments are expected to have a continuing impact on the
combined Company, unless stated otherwise.
(a)Represents the adjustment to remove the historical Camino balances, as these balances were either not acquired or are not
expected to be consolidated in the Company’s consolidated statements of comprehensive income (loss), given the Camino
Transaction is expected to be accounted for as an equity method investment.
(b)Represents the adjustment for depreciation, depletion and amortization expense related to the proved undeveloped properties
acquired in the Camino Transaction. Depletion was calculated using the unit-of-production method under the successful
efforts method of accounting. The depletion expense was adjusted for the revision to the depletion rate reflecting the
acquisition costs and the reserves volumes attributable to the acquired proved undeveloped properties. The pro forma
depletion rate attributable to the Camino Transaction was $6.30 per barrel of oil equivalent.
(c)Represents the adjustment to reflect the income from the Company’s 40% ownership in the SPV that owns the Camino
producing assets as an equity method investment.
(d)Represents the increase to interest expense resulting from the incremental interest expense for borrowings on the Company’s
credit facility to finance the purchase of the undeveloped properties and equity ownership in the SPV owning the Camino
producing assets.
(e)Represents the estimated income tax impact of the income (loss) from equity affiliates pro forma adjustment from the Camino
Transaction at the estimated blended federal and state statutory rate of approximately 24% for the year ended December 31,
2025. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate, the
blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the Camino Transaction.
Note 4 - Pro Forma Adjustments - Canvas Transaction
The unaudited pro forma condensed combined statement of comprehensive income (loss) for the year ended December 31, 2025
reflects the adjustments listed below for the Canvas Transaction. These adjustments are expected to have a continuing impact on the
combined Company, unless stated otherwise.
(a)Adjustments are for the period January 1, 2025 through November 24, 2025, the date the Canvas Transaction closed.
(b)Represents a decrease in accretion expense attributable to asset retirement obligations for the year ended December 31, 2025.
(c)Represents the adjustment for depreciation, depletion and amortization expense related to the assets acquired in the Canvas
Transaction, which is based on the purchase price allocation. Depletion was calculated using the unit-of-production method
under the successful efforts method of accounting. The depletion expense was adjusted for the revision to the depletion rate
reflecting the acquisition costs and the reserves volumes attributable to the acquired oil and gas properties. The pro forma
depletion rate attributable to the Canvas Transaction was $6.29 per barrel of oil equivalent.
(d)Represents the increase to interest expense resulting from the (i) interest expense for borrowings on the newly formed ABS
note to fund the Canvas Transaction and (ii) incremental interest expense for borrowings on the Company’s credit facility to
finance the closing of the Canvas Transaction as follows:
Year Ended | |
(In thousands) | December 31, 2025 |
Interest expense for borrowings on newly formed ABS Note | $(26,858) |
Incremental interest expense for borrowings on Diversified credit facility | (4,074) |
Total transaction accounting adjustments to interest expense | $(30,932) |
(e)Represents the estimated income tax impact of the pro forma adjustments from the Canvas Transaction at the estimated
blended federal and state statutory rate of approximately 24% for the year ended December 31, 2025. Because the tax rates
used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary
from the actual effective rate in periods subsequent to the completion of the Canvas Transaction.
(f)The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the
unaudited pro forma condensed combined statement of comprehensive income (loss) for the year ended December 31, 2025.
As the Canvas Transaction is being reflected in the unaudited pro forma condensed combined statement of comprehensive
income (loss) for the year ended December 31, 2025 as if it had occurred on January 1, 2025, the calculation of weighted
17
Exhibit 99.3
average shares outstanding for basic and diluted earnings per share assumes that the shares issuable related to the Canvas
Transaction have been outstanding for the entire year.
Year Ended | |
(In thousands, except share and per share data) | December 31, 2025 |
Net Income (loss), pro forma combined | $480,067 |
Diversified weighted average shares outstanding - basic | 72,969,687 |
Diversified shares issued in exchange for legacy Canvas shares as part of consideration transferred | 3,718,209 |
Pro forma weighted average shares outstanding - basic | 76,687,896 |
Dilutive impact of potential shares | 1,508,905 |
Pro forma weighted average shares outstanding - diluted | 78,196,801 |
Earnings attributable to Diversified per share, basic | $6.26 |
Earnings attributable to Diversified per share, diluted | $6.14 |
Potentially dilutive shares (1) | 85,106 |
(1)Outstanding share-based payment awards excluded from the diluted EPS calculation because their effect would have
been anti-dilutive.
Note 5 - Pro Forma Adjustments - Maverick Transaction
The unaudited pro forma combined statement of comprehensive income (loss) for the year ended December 31, 2025 reflects the
adjustments listed below for the Maverick Transaction. These adjustments are expected to have a continuing impact on the combined
Company, unless stated otherwise.
(a)Adjustments are for the period January 1, 2025 through March 14, 2025, the date the Maverick Transaction closed.
(b)Represents the incremental accretion expense attributable to asset retirement obligations for the year ended December 31,
2025.
(c)Represents the incremental depreciation, depletion and amortization expense related to the assets acquired in the Maverick
Transaction, which is based on the purchase price allocation. Depletion was calculated using the unit-of-production method
under the successful efforts method of accounting. The depletion expense was adjusted for the revision to the depletion rate
reflecting the acquisition costs and the reserves volumes attributable to the acquired oil and gas properties. The pro forma
depletion rate attributable to the Maverick Transaction was $5.00 per barrel of oil equivalent.
(d)Represents the increase to interest expense resulting from the (i) incremental interest expense for borrowings on Diversified’s
expanded credit facility to finance the closing of the Maverick Transaction and (ii) incremental interest expense for the
amortization of estimated financing costs related to the amendment entered into by Diversified on the closing date of the
Maverick Transaction to increase the borrowing base capacity and commitment amounts on the Company’s revolving credit
facility as follows:
(In thousands) | January 1, 2025 - March 14, 2025 |
Incremental interest expense for borrowings on Diversified's expanded revolving credit facility | $(3,590) |
Incremental interest expense for amortization of expected financing costs | (648) |
Total transaction accounting adjustments to interest expense | $(4,238) |
(e)Represents the estimated income tax impact of the pro forma adjustments from the Maverick Transaction at the estimated
blended federal and state statutory rate of approximately 24% for the year ended December 31, 2025. Because the tax rates
used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary
from the actual effective rate in periods subsequent to the completion of the Maverick Transaction.
(f)The table below represents the calculation of the weighted average shares outstanding and earnings per share included in the
unaudited pro forma condensed combined statement of comprehensive income (loss) for the year ended December 31, 2025.
As the Maverick Transaction is being reflected in the unaudited pro forma condensed combined statement of comprehensive
income (loss) for the year ended December 31, 2025 as if it had occurred on January 1, 2025, the calculation of weighted
18
Exhibit 99.3
average shares outstanding for basic and diluted earnings per share assumes that the shares issuable related to the Maverick
Transaction have been outstanding for the entire period.
Year Ended | |
(In thousands, except share and per share data) | December 31, 2025 |
Net income (loss), pro forma combined | $480,067 |
Diversified weighted average shares outstanding - basic | 72,969,687 |
Diversified shares issued in exchange for legacy Maverick shares as part of consideration transferred | 21,194,213 |
Pro forma weighted average shares outstanding - basic | 94,163,900 |
Dilutive impact of potential shares | 1,508,905 |
Pro forma weighted average shares outstanding - diluted | 95,672,805 |
Earnings attributable to Diversified per share, basic | $5.10 |
Earnings attributable to Diversified per share, diluted | $5.02 |
Potentially dilutive shares (1) | 85,106 |
(1)Outstanding share-based payment awards excluded from the diluted EPS calculation because their effect would have
been anti-dilutive.
Note 6 - Supplemental Oil & Gas Reserve Information
Estimated Quantities of Proved Oil and Natural Gas Reserves
The following tables present information regarding net proved oil and natural gas reserves attributable to the Company's interests in
proved properties as of December 31, 2025, along with a summary of changes in quantities of net remaining proved reserves during
the year ended December 31, 2025. The information set forth in the tables regarding historical reserves of the Company is based on
proved reserves reports prepared in accordance with Securities and Exchange Commission’s (“SEC”) rules. The Company’s petroleum
engineers prepared the proved reserves reports as of December 31, 2025.
In addition, the following tables also set forth information as of December 31, 2025 about the estimated net proved oil and natural gas
reserves attributable to the Camino Transaction, and the pro forma estimated net proved oil and natural gas reserves as if the Camino
Transaction had occurred on January 1, 2025. The reserve estimates attributable to the Camino Transaction at December 31, 2025 and
the summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2025 presented in the
table below were prepared in accordance with the authoritative guidance of the SEC on oil and natural gas reserve estimation and
disclosures. The Canvas Transaction closed on November 24, 2025 and the Maverick Transaction closed on March 14, 2025.
Therefore, both the Canvas and Maverick transactions are already included in the Company's net proved oil and natural gas reserves
information as of December 31, 2025.
Reserve estimates are inherently imprecise and are generally based upon extrapolation of historical production trends, analogy to
similar properties and volumetric calculations. Accordingly, reserve estimates are expected to change, and such changes could be
material and occur in the near term as future information becomes available.
Natural Gas (MMcf) | |||
Consolidated | Affiliate | ||
DEC Historical | Camino Transaction Adjustments | Total Pro Forma Consolidated & Affiliated Companies | |
As of December 31, 2024 | 2,895,619 | 391,365 | 3,286,984 |
Revisions of previous estimates | 777,934 | (20,758) | 757,176 |
Extensions, discoveries and other additions | 16,341 | 96,543 | 112,884 |
Production | (295,723) | (32,608) | (328,331) |
Purchase of reserves in place | 1,031,562 | — | 1,031,562 |
Sales of reserves in place | — | — | — |
As of December 31, 2025 | 4,425,733 | 434,542 | 4,860,275 |
19
Exhibit 99.3
NGLs (MBbls) | |||
Consolidated | Affiliate | ||
DEC Historical | Camino Transaction Adjustments | Total Pro Forma Consolidated & Affiliated Companies | |
As of December 31, 2024 | 103,471 | 33,960 | 137,431 |
Revisions of previous estimates | 1,521 | (1,086) | 435 |
Extensions, discoveries and other additions | — | 6,178 | 6,178 |
Production | (8,821) | (3,056) | (11,877) |
Purchase of reserves in place | 68,804 | — | 68,804 |
Sales of reserves in place | — | — | — |
As of December 31, 2025 | 164,975 | 35,996 | 200,971 |
Oil (MBbls) | |||
Consolidated | Affiliate | ||
DEC Historical | Camino Transaction Adjustments | Total Pro Forma Consolidated & Affiliated Companies | |
As of December 31, 2024 | 18,524 | 12,103 | 30,627 |
Revisions of previous estimates | 1,076 | (1,467) | (391) |
Extensions, discoveries and other additions | — | 900 | 900 |
Production | (7,935) | (1,498) | (9,433) |
Purchase of reserves in place | 99,485 | — | 99,485 |
Sales of reserves in place | — | — | — |
As of December 31, 2025 | 111,150 | 10,038 | 121,188 |
20
Exhibit 99.3
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves
Year Ended December 31, 2025
The following table presents the standardized measure of discounted future net cash flows relating to the proved oil and natural gas
reserves of the Company and the Camino Transaction on a pro forma combined basis as of December 31, 2025 as if the Camino
Transaction had occurred on January 1, 2025. The standardized measure shown below represents estimates only and should not be
construed as the current market value of the Company’s estimated oil and natural gas reserves or those acquired estimated oil and
natural gas reserves attributable to the Camino Transaction.
Consolidated | Affiliate | ||
(In thousands) | DEC Historical | Camino Transaction Adjustments | Total Pro Forma Consolidated & Affiliated Companies |
Future cash inflows | $23,713,859 | $2,920,962 | $26,634,821 |
Future production costs | (10,492,260) | (217,519) | (10,709,779) |
Future development costs | (5,379,265) | (1,389,189) | (6,768,454) |
Future income tax expense | (1,619,405) | — | (1,619,405) |
Future net cash flows | 6,222,929 | 1,314,254 | 7,537,183 |
10% annual discount for estimated timing of cash flows | (2,040,445) | (624,016) | (2,664,461) |
Standardized Measure | $4,182,484 | $690,238 | $4,872,722 |
The following table sets forth the principal changes in the standardized measure of discounted future net cash flows applicable to
estimated net proved oil and natural gas reserves of the Company and the Camino Transaction on a pro forma combined basis as of
December 31, 2025:
Consolidated | Affiliate | ||
(In thousands) | DEC Historical | Camino Transaction Adjustments | Total Pro Forma Consolidated & Affiliated Companies |
Standardized Measure, beginning of year | $1,396,921 | $577,632 | $1,974,553 |
Sales and transfers of natural gas and oil produced, net of production costs | (879,252) | (179,271) | (1,058,523) |
Net changes in prices, production costs, and development costs | 1,439,378 | 99,830 | 1,539,208 |
Extensions, discoveries, and other additions, net of future production and development costs | (283,207) | 80,040 | (203,167) |
Acquisition of reserves in place | 2,869,296 | — | 2,869,296 |
Revisions of previous quantity estimates | 605,424 | (13,726) | 591,698 |
Net change in income taxes | (802,115) | — | (802,115) |
Changes in estimated future development costs | — | 25,682 | 25,682 |
Previously estimated development costs incurred during the year | — | 85,479 | 85,479 |
Changes in production rates (timing) and other | (323,138) | (43,191) | (366,329) |
Accretion of discount | 159,177 | 57,763 | 216,940 |
Standardized Measure, end of year | $4,182,484 | $690,238 | $4,872,722 |