What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-05-12 · 47 added, 40 removed, 492 unchanged (15% of the section changed)

33 unchanged sentences

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Following the deconsolidation of Simson-Maxwell on April 1, 2025, the internal controls over financial reporting at Simson-Maxwell are no longer part of the Company’s overall system of internal controls.

There have not been any other changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

4 unchanged sentences

The following table and accompanying descriptions indicate the name of each officer and director, including their age, principal occupation or employment, and the year in which each person first became a director.

Date First Elected/Appointed as Officer or Director

Date First Elected/Appointed

as Officer or Director

Chief Executive Officer and Director

December 23, 2020

Chief Financial Officer and Treasurer

Chief Financial Officer

September 1, 2023

26 unchanged sentences

and Canadian multinationals in Canada, the U.S., South America and Asia.

McVicar is a CPA, CA and received an MBA from Duke University and a B.

McVicar is a CPA and received an MBA from Duke University and a B.

Comm from Queen's University.

78 unchanged sentences

Board and Committee Activity and Compensation

For the fiscal year ending December 31, 2024, the Board of Directors held two formal meetings via video conference and corresponded via email as necessary.

All material decisions of the Board of Directors were evidenced via the unanimous written consent of the Board of Directors and the various committees described below.

All directors attended at least 75% of the Board of Directors’ meetings.

The Company encourages but does not require all directors to be present at annual meetings of stockholders.

For the fiscal year ending December 31, 2025, the Board of Directors held no formal meetings but corresponded via email as necessary and took various actions via unanimous written consent of the Board.

The Company did not hold an annual meeting of stockholders in 2025.

29 unchanged sentences

For the fiscal year ending December 31, 2025, the Audit Committee held four formal meetings, via video conference, each taking place prior to the filing of the Companies’ annual and quarterly reports.

The Audit Committee’s charter is available on our website at www.camber.energy at “ Governance ” - “ Policies ” and is included as Exhibit 99.1 to this Annual Report on Form 10-K for the year ended December 31, 2024.

The Audit Committee’s charter is available on our website at www.camber.energy at “ Governance ” - “ Policies ”.

Compensation Committee

3 unchanged sentences

For the fiscal year ending December 31, 2025, the Compensation Committee held no formal meetings, but did take various actions via unanimous written consent of the committee.

The Compensation Committee’s charter is available on our website at www.camber.energy at “ Governance ” - “ Policies ” and is included as Exhibit 99.2 to this Annual Report on Form 10-K for the year ended December 31, 2024.

The Compensation Committee’s charter is available on our website at www.camber.energy at “ Governance ” - “ Policies ”.

Nominating and Governance Committee

22 unchanged sentences

For the fiscal year ending December 31, 2025, the Nominating and Governance Committee held no formal meetings, but did take various actions via a unanimous written consent of the committee.

The Nominating and Governance Committee’s charter is available on our website at www.camber.energy at “ Governance ” - “ Policies ” and is included as Exhibit 99.3 to this Annual Report on Form 10-K for the year ended December 31, 2024.

The Nominating and Governance Committee’s charter is available on our website at www.camber.energy at “ Governance ” - “ Policies ”.

Director Nominations Process .

6 unchanged sentences

The Committee may request further information about stockholder recommended nominees in order to comply with any applicable laws, rules, the Company’s Bylaws or regulations or to the extent such information is required to be provided by such stockholder pursuant to any applicable laws, rules or regulations.

Delinquent Section 16(a) Reports

The Company’s current Chief Financial Officer, John McVicar, filed a late Form 3 on March 8, 2024, which should have been filed within 10 days after September 1, 2023, the date that the Reporting Person became subject to Section 16 of the Exchange Act.

CODE OF BUSINESS AND ETHICAL CONDUCT

15 unchanged sentences

Summary Compensation Table

(the Company did not have any executive officers other than its CEO and CFO as of December 31, 2024 and December 31, 2023), and up to two additional individuals for whom disclosure would have been required had they been serving as an executive officer at the end of the last completed fiscal year (collectively, the “ Named Executive Officers ”).

The following table sets forth information concerning the compensation of our Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and the most highly compensated executive officer other than the CEO and CFO who was serving as an executive officer of the Company for the years ended December 31, 2025 and 2024, and up to two additional individuals for whom disclosure would have been required had they been serving as an executive officer at the end of the last completed fiscal year (collectively, the “ Named Executive Officers ”).

Name and Principal Position

10 unchanged sentences

$ 360,000 (4)

December 31, 2024

Former Chief Financial Officer (5)

December 31,2023

$ 160,000 (6)

* Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

4 unchanged sentences

The amounts included in “Consulting Fees/Salary” for the years ended December 31, 2025 and 2024, are comprised of $360,000 and $360,000, respectively, paid to 1508586 Alberta Ltd., a company affiliated with Mr.

Barker served as Chief Financial Officer from December 23, 2020 to August 31, 2023.

The amounts included in “Consulting Fees/Salary” for the years ended December 31, 2023, are comprised of $160,000 paid FWB Consulting, Inc., a company affiliated with Mr.

Employment Agreements

6 unchanged sentences

David Herskovits (1)

Herskovits was elected as a Director on December 7, 2023.

Fisher passed away on June 5, 2024 and ceased to be a Director.

The table above does not include the amount of any expense reimbursements paid to the above directors.

1 unchanged sentence

Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

In 2024 and 2023, the Company paid each member of the Board of Directors a fee of $13,333 per quarter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

3 unchanged sentences

The Lucas Energy, Inc.

2012 Stock Incentive Plan (the “2012 Plan”);

2012 Stock Incentive Plan (the “2012 Plan”), and

The Lucas Energy, Inc.

2010 Long Term Incentive Plan (the “2010 Plan”) and

Viking’s legacy 2011 Fiscal Year Professional/Consultant Stock Compensation Plan (the “Viking Plan”).

2010 Long Term Incentive Plan (the “2010 Plan”)

Number of securities to be issued upon exercise of outstanding options, warrants and rights

1 unchanged sentence

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

2014 Plan (plan expired in accordance with its terms)

2012 Plan (plan expired in accordance with its terms)

2010 Plan (plan expired in accordance with its terms)

Viking had a 2011 Fiscal Year Professional/Consultant Stock Compensation Plan (“Viking Plan”).

At the time of the merger no securities were outstanding in connection with such plan, none have been issued under the Viking Plan since the merger and the Company views the Viking Plan as terminated.

Any outstanding warrants issued by Viking at the time of the Merger and exchanged for warrants of Camber pursuant to the Merger Agreement, as amended, were issued outside of the Viking Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

4 unchanged sentences

all directors and executive officers as a group.

The percentage ownership of our common stock in the table is based on 302,461,892 shares of common stock issued and outstanding as of December 31, 2024, assuming exercise of all warrants to purchase common stock and the conversion of all shares of Series A Preferred Stock and Series C Preferred Stock issued and outstanding as of December 31, 2024, subject to applicable beneficial ownership limitations.

The percentage ownership of our common stock in the table is based on 308,721,739 shares of common stock issued and outstanding as of December 31, 2025, assuming exercise of all warrants to purchase common stock and the conversion of all shares of Series A Preferred Stock issued and outstanding as of December 31, 2025, subject to applicable beneficial ownership limitations.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities.

7 unchanged sentences

All Executive Officers and Directors as a Group (Five Persons)

______________

Includes 1,666,667 warrants to purchase common stock, 222,223 shares of common stock, and conversion of 28,092 shares of Series A Preferred Stock.

46 unchanged sentences

FORM 10–K SUMMARY

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAMBER ENERGY, INC.

1 unchanged sentence

(Principal Executive Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

March 30, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ James A Doris

Chief Executive Officer

March 30, 2026

(Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer

March 30, 2026

(Principal Financial and Accounting Officer)

March 30, 2026

/s/ Robert Green

March 30, 2026

/s/ David Herskovits

March 30, 2026

David Herskovits

132 unchanged sentences

(Filed as Exhibit 10.1 to Camber’s Current Report on Form 8-K, filed with the Commission on May 5, 2025 and incorporated herein by reference)

Subsidiaries (Filed as Exhibit 21.1 to our Annual Report on Form 10-K/A for the year ended December 31, 2023, filed with the Commission on August 26, 2024 and incorporated herein by reference)

Securities Purchase Agreement, by and between Viking Energy Group, Inc., and Milo Group, LLC, dated as of August 1, 2025 (Filed as Exhibit 10.1 to Camber’s Current Report on Form 8-K, filed with the Commission on August 6, 2025 and incorporated herein by reference)

Operating Agreement of Viking Distribution Solutions, LLC, by and between Viking Energy Group, Inc.

and Milo Group, LLC, dated as of August 1, 2025 (Filed as Exhibit 10.2 to Camber’s Current Report on Form 8-K, filed with the Commission on August 6, 2025 and incorporated herein by reference)

Assignment Agreement, by and between Milo Group LLC and Viking Distribution Solutions, LLC, dated as of August 1, 2025 (Filed as Exhibit 10.3 to Camber’s Current Report on Form 8-K, filed with the Commission on August 6, 2025 and incorporated herein by reference)

Amendment to Exclusive Intellectual Property License Agreement by and between Viking Energy Group, Inc., ESG Clean Energy, LLC and Scuderi Group, Inc., dated as of August 13, 2025 (Filed as Exhibit 10.1 to Camber’s Current Report on Form 8-K, filed with the Commission on August 14, 2025 and incorporated herein by reference)

Equipment Sales Agreement between Viking Ozone Technology, LLC and Box 03 International S.A., dated September 19, 2025 (Filed as Exhibit 10.1 to Camber’s Current Report on Form 8-K, filed with the Commission on September 22, 2025 and incorporated herein by reference)

Code of Ethics and Business Conduct

Insider Trading Policy

Section 302 Certification of Periodic Report of Principal Executive Officer

2 unchanged sentences

Section 906 Certification of Periodic Report of Principal Financial Officer

Second Amended and Restated Audit Committee Charter

Second Amended and Restated Compensation Committee Charter

Second Amended and Restated Nominating and Corporate Governance Committee Charter

Second Amended and Restated Audit Committee Charter (Filed as Exhibit 99.1 to Camber’s Annual Report on Form 10-K, filed with the Commission on May 12, 2025 and incorporated herein by reference)

Second Amended and Restated Compensation Committee Charter (Filed as Exhibit 99.2 to Camber’s Annual Report on Form 10-K, filed with the Commission on May 12, 2025 and incorporated herein by reference)

Second Amended and Restated Nominating and Corporate Governance Committee Charter (Filed as Exhibit 99.3 to Camber’s Annual Report on Form 10-K, filed with the Commission on May 12, 2025 and incorporated herein by reference)

Letter to Shareholders in Accordance with NRS 78.0296 (Furnished as Exhibit 99.1 to the Company’s Report on Form 8-K, filed with the Commission on July 9, 2019 and incorporated herein by reference) (File No.

Compensation Recovery Policy (Filed as Exhibit 97.1 to our Annual Report on Form 10-K/A for the year ended December 31, 2023, filed with the Commission on August 26, 2024 and incorporated herein by reference)

XBRL Instance Document.

XBRL Schema Document.

XBRL Calculation Linkbase Document.

XBRL Label Linkbase Document.

XBRL Presentation Linkbase Document.

XBRL Definition Linkbase Document.

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Exhibits filed herewith.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures