Chord Energy Corp 10-K

oas-20211231 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 10-K _______________________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-34776 _______________________________________ Oasis Petroleum Inc. (Exact name of registrant as specified in its charter) _______________________________________ Delaware 80-0554627 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1001 Fannin Street , Suite 1500 Houston , Texas 77002 (Address of principal executive offices) (Zip Code) ( 281 ) 404-9500 (Registrant’s telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock , par value $0.01 per share OAS The Nasdaq Stock Market LLC Securities Registered Pursuant to Section 12(g) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ý No ¨ Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $ 1,897,801,893 Number of shares of registrant’s common stock outstanding as of February 21, 2022: 19,384,003 _______________________________________ Documents Incorporated By Reference: Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2021, are incorporated by reference into Part III of this report for the year ended December 31, 2021. i Table of Contents OASIS PETROLEUM INC. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2021 TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements 2 Risk Factors Summary 4 PART I Item 1. Business 6 Item 1A. Risk Factors 31 Item 1B. Unresolved Staff Comments 50 Item 2. Properties 50 Item 3. Legal Proceedings 50 Item 4. Mine Safety Disclosures 50 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 51 Item 6. Selected Financial Data 53 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 54 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 72 Item 8. Financial Statements and Supplementary Data 74 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 137 Item 9A. Controls and Procedures 137 Item 9B. Other Information 137 PART III Item 10. Directors, Executive Officers and Corporate Governance 138 Item 11. Executive Compensation 138 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 138 Item 13. Certain Relationships and Related Transactions, and Director Independence 138 Item 14. Principal Accountant Fees and Services 138 PART IV Item 15. Exhibits, Financial Statement Schedules 139 Item 16. Form 10-K Summary 145 Signatures 146 Glossary of Terms 147 1 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this Annual Report on Form 10-K, regarding our strategic tactics, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Annual Report on Form 10-K, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In addition, our forward-looking statements address the various risks and uncertainties associated with the extraordinary market environment and impacts resulting from the novel coronavirus 2019 (“COVID-19”) pandemic and the related impact on our businesses, operations, earnings and results. In particular, the factors discussed below and detailed under “ Item 1A. Risk Factors” could affect our actual results and cause our actual results to differ materially from expectations, estimates, or assumptions expressed in, forecasted in, or implied in such forward-looking statements. Forward-looking statements may include statements about: • crude oil, natural gas and natural gas liquids (“NGL”) realized prices; • developments in the global economy as well as the public health crisis related to the COVID-19 pandemic and resulting demand and supply for crude oil and natural gas; • uncertainty regarding the worldwide response to COVID-19, including the impact of new virus strains, the administration of vaccines and the risks associated with restrictions on various commercial and economic activities; such restrictions are designed to protect public health but also have the effect of reducing demand for crude oil and natural gas; • uncertainty regarding the future actions of foreign oil producers and the related impacts such actions have on the balance between the supply of and demand for crude oil and natural gas; • general economic conditions; • logistical challenges and supply chain disruptions; • our business strategic tactics; • the geographic concentration of our operations; • estimated future net reserves and present value thereof; • timing and amount of future production of crude oil and natural gas; • drilling and completion of wells; • estimated inventory of wells remaining to be drilled and completed; • costs of exploiting and developing our properties and conducting other operations; • availability of drilling, completion and production equipment and materials; • availability of qualified personnel; • infrastructure for produced and flowback water gathering and disposal; • gathering, transportation and marketing of crude oil and natural gas in the Williston Basin and other regions in the United States; • the possible shutdown of the Dakota Access Pipeline (“DAPL”); • property acquisitions and divestitures; • integration and benefits of property acquisitions or the effects of such acquisitions on our cash position and levels of indebtedness; • the amount, nature and timing of capital expenditures; • availability and terms of capital; • our financial strategic tactics, budget, projections, execution of business plan and operating results; • cash flows and liquidity; • our ability to return capital to shareholders; 2 Table of Contents • our ability to comply with the covenants under our credit agreement; • our ability to utilize net operating loss carryforwards or other tax attributes in future periods; • operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; • potential effects arising from cyber threats, terrorist attacks and any consequential or other hostilities; • compliance with, and, changes in environmental, safety and other laws and regulations; • execution of our environmental, social and governance initiatives; • effectiveness of risk management activities; • competition in the oil and gas industry; • counterparty credit risk; • incurring environmental liabilities; • governmental regulation and the taxation of the oil and gas industry; • developments in crude oil-producing and natural gas-producing countries; • technology; • the effects of accounting pronouncements issued periodically during the periods covered by forward-looking statements; • uncertainty regarding future operating results; • our ability to successfully forecast future operating results and manage activity levels with ongoing macroeconomic uncertainty; • plans, objectives, expectations and intentions contained in this report that are not historical; and • certain factors discussed elsewhere in this Form 10-K. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K. We disclaim any obligation to update or revise these statements unless required by securities law, and you should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Annual Report on Form 10-K are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. Some of the key factors which could cause actual results to vary from our expectations include our ability to manage our business through the impacts of the COVID-19 pandemic, changes in governmental regulations and other legal or regulatory developments affecting our business and related compliance and litigation costs, changes in crude oil and natural gas prices, climatic and environmental conditions, the timing of planned capital expenditures, availability of acquisitions, the ability to realize the anticipated benefits from the Williston Basin Acquisition or OMP Merger (each as defined herein), uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, and the proximity to and capacity of transportation facilities, as well as those factors discussed under “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. 3 Table of Contents Risk Factors Summary The following is a summary of some of the principal risks that could materially adversely affect our business, financial condition and results of operations. You should read this summary together with the more detailed description of each risk factor contained in “Part I, Item 1A. Risk Factors.” Risks related to the oil and gas industry and our business • Events outside of our control, including a pandemic, epidemic or outbreak of an infectious disease, such as the COVID-19 pandemic, have materially adversely affected, and may further materially adversely affect, our business. • A substantial or extended decline in commodity prices, for crude oil and, to a lesser extent, natural gas and NGLs, may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments. • Drilling for and producing crude oil and natural gas are high-risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations. We use some of the latest available horizontal drilling and completion techniques, which involve risk and uncertainty in their application. • Our estimated net proved reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves. • If crude oil, natural gas and NGL prices decline or for an extended period of time remain at depressed levels, we may be required to take write-downs of the carrying values of our oil and gas properties. • The unavailability or high cost of additional drilling rigs, equipment, supplies, personnel and oilfield services or the unavailability of sufficient transportation for our production could adversely affect our ability to execute our exploration and development plans within our budget and on a timely basis. • All of our producing properties and operations are located in the Williston Basin, making us vulnerable to risks associated with operating in a concentrated geographic area. • Our operations on the Fort Berthold Indian Reservation of the Three Affiliated Tribes in North Dakota are subject to various federal, state, local and tribal regulations and laws, any of which may increase our costs and have an adverse impact on our ability to effectively conduct our operations. • We depend upon Crestwood, a third party midstream provider, for a large portion of our midstream services, and our failure to obtain and maintain access to the necessary infrastructure from Crestwood and other midstream providers to successfully deliver crude oil, natural gas and NGLs to market may adversely affect our earnings, cash flows and results of operations. • Legal and regulatory challenges to transportation may impact our ability to move volume. • Limited takeaway capacity can result in significant discounts to our realized prices. • The development of our proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our undeveloped reserves may not be ultimately developed or produced. • Unless we replace our crude oil and natural gas reserves, our reserves and production will decline, which could adversely affect our business, financial condition and results of operations. • Our business is subject to operating risks that could result in substantial losses or liability claims, and we may not be insured for, or our insurance may be inadequate to protect us against, these risks. • Drilling locations that we decide to drill may not yield crude oil or natural gas in commercially viable quantities. • Our potential drilling location inventories are scheduled to be drilled over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. • Certain of our undeveloped leasehold acreage is subject to leases that will expire over the next several years unless production is established on units containing the acreage, the primary term is extended through continuous drilling provisions or the leases are renewed. Failure to drill sufficient wells in order to hold acreage will result in a substantial lease renewal cost, or if renewal is not feasible, loss of our lease and prospective drilling opportunities. • We will not be the operator on all of our drilling locations, and, therefore, we will not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated assets. • Our operations are subject to environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities. • Failure to comply with federal, state and local laws and regulations could adversely affect our ability to produce, gather and transport our crude oil and natural gas and may result in substantial penalties. • Our operations are subject to a series of risks arising out of the threat of climate change, energy conservation measures or initiatives that stimulate demand for alternative forms of energy that could result in increased operating costs, restrictions on drilling and reduced demand for the crude oil and natural gas that we produce. • Increasing attention and federal actions in regards to Environmental, Social or Governance (“ESG”) matters may impact our business. 4 Table of Contents • Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of crude oil and natural gas wells and adversely affect our production. • Our ability to produce crude oil and natural gas economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our drilling and completion operations or are unable to dispose of or recycle the water we use economically and in an environmentally safe manner. • Competition in the oil and gas industry is intense, making it more difficult for us to acquire properties, market crude oil and natural gas and secure trained personnel. • The loss of senior management or technical personnel could adversely affect our operations. • Seasonal weather conditions adversely affect our ability to conduct drilling activities in some of the areas where we operate. • We may be subject to risks in connection with acquisitions because of uncertainties in evaluating recoverable reserves, well performance and potential liabilities, as well as uncertainties in forecasting crude oil and natural gas prices and future development, production and marketing costs, and the integration of significant acquisitions may be difficult. • We may incur losses as a result of title defects in the properties in which we invest. • Disputes or uncertainties may arise in relation to our royalty obligations. Risks related to our financial position • Increased costs of capital could adversely affect our business. • Our revolving credit facility and the indentures governing our senior unsecured notes contain operating and financial restrictions that may restrict our business and financing activities. • Our level of indebtedness may increase and reduce our financial flexibility. • We may not be able to generate enough cash flows to meet our debt obligations. • We own Crestwood common units and are exposed to the volatility, liquidity and other risks inherent in holding such units. • Our derivative activities could result in financial losses or could reduce our income. • Our exploration, development and exploitation projects require substantial capital expenditures. We may be unable to obtain needed capital or financing on satisfactory terms, which could lead to expiration of our leases or a decline in our estimated net crude oil and natural gas reserves. • We may maintain material balances of cash and cash equivalents for extended periods of time at commercial banks in excess of amounts insured by government agencies such as the Federal Deposit Insurance Corporation. • The inability of one or more of our customers or affiliates to meet their obligations to us may adversely affect our financial results. • Potential future legislation or the imposition of new or increased taxes or fees may generally affect the taxation of oil and natural gas exploration and development companies and may adversely affect our operations and cash flows. • We may not be able to utilize all or a portion of our net operating loss carryforwards or other tax benefits to offset future taxable income for U.S. federal or state tax purposes, which could adversely affect our financial position, results of operations and cash flows. • The enactment of derivatives legislation and regulation could have an adverse effect on our ability to use derivative instruments to reduce the negative effect of commodity price changes, interest rate and other risks associated with our business. Risks related to our common stock • Our ability to declare and pay dividends is subject to certain considerations and limitations. • Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock. • The exercise of all or any number of outstanding warrants or the issuance of stock-based awards may dilute your holding of shares of our common stock. • The market price of our common stock is subject to volatility. General risk factors • We are from time to time involved in legal, governmental and regulatory proceedings that could result in substantial liabilities. • Terrorist attacks or cyber-attacks could have a material adverse effect on our business, financial condition or results of operations. • A cyber incident could result in information theft, data corruption, operational disruption and/or financial loss. • Our profitability may be negatively impacted by inflation in the cost of labor, materials and services. • Ineffective internal controls could impact our business and financial results. 5 Table of Contents PART I Item 1. Business Overview Oasis Petroleum Inc. (together with our consolidated subsidiaries, the “Company,” “Oasis,” “we,” “us,” or “our”), a Delaware corporation, is an independent exploration and production (“E&P”) company with quality and sustainable long-lived assets in the Williston Basin. Our mission is to improve lives by safely and responsibly providing affordable, reliable and abundant energy. We are uniquely positioned with a best-in-class balance sheet and are focused on rigorous capital discipline and generating free cash flow by operating efficiently, safely and responsibly to develop unconventional onshore oil-rich resources in the continental United States. As of December 31, 2021, we have 492,355 net leasehold acres in the Williston Basin, of which approximately 99% is held by production. We are currently exploiting significant resource potential from the Middle Bakken and Three Forks formations, which are present across a substantial portion of our acreage. We believe the locations, size and concentration of our acreage in the Williston Basin creates an opportunity for us to achieve cost, recovery and production efficiencies through the development of our project inventory. Our management team has a proven track record in identifying, acquiring and executing large, repeatable development drilling programs and has substantial experience in the Williston Basin. As of December 31, 2021, we had 1,499 gross (1,150.1 net) operated producing horizontal wells, and our total average daily production in 2021 was 58,032 barrels of oil equivalent per day (“Boepd”). As of December 31, 2021, DeGolyer and MacNaughton, our independent reserve engineers, estimated our net proved reserves to be 250.8 million barrels of oil equivalent (“MMBoe”), of which 70% were classified as proved developed and 69% were crude oil. Business Strategy Our operational and financial strategy is focused on rigorous capital discipline and generating significant, sustainable free cash flow by executing on the following strategic priorities: • Maximize returns. We intend to maximize returns through efficiently executing our development program and optimizing our capital allocation. We have developed a systematic approach of responsibly executing our development program to enhance financial returns while evaluating our performance and focusing on continuous improvement. As part of our efforts to maximize returns, we have established a rigorous capital allocation framework with the objective of balancing shareholder returns and reinvestment of capital. We are focused on conservative capital allocation, delivering low reinvestment rates and returning significant capital to shareholders. We have streamlined our portfolio through exiting the Permian Basin and the midstream business, while building scale in the Williston Basin. This portfolio shift was fundamentally based on aligning company resources with our core competitive strengths and our strategic focus of building a sustainable enterprise which generates significant and sustainable free cash flow for the benefit of the Company and its shareholders. We will continue to evaluate and pursue accretive industry consolidation opportunities that enhance shareholder value and build scale. As opportunities arise, we intend to identify and acquire additional acreage and producing assets to supplement our existing operations. During 2021, we paid cash dividends of $5.625 per share of common stock and repurchased $100.0 million of common stock. On February 9, 2022, we announced a plan to return $280 million of capital to shareholders over the next year through a combination of a base dividend (approximately $45 million), variable dividends and share repurchases. This return of capital plan represents a balanced approach that reflects our strategic goals of exercising capital discipline while delivering both return on and return of capital to shareholders. The Board of Directors has increased the quarterly base dividend by 17% from $0.50 per share of common stock to $0.585 per share of common stock and expects to pay an aggregate base dividend of $11.3 million per quarter during 2022. On February 9, 2022, we declared the base dividend for the fourth quarter of 2021 of $0.585 per share of common stock ($2.34 per share annualized) payable on March 4, 2022 to shareholders of record as of February 21, 2022. Our Board of Directors also authorized a new $150.0 million share repurchase program, which replaces the $100.0 million share repurchase program that was fully utilized during 2021. • Financial strength. Our management team is focused on maintaining a solid risk management process to preserve our strong balance sheet and protect our cash generation capabilities. Recognizing the oil and gas industry is cyclical, our business is designed to navigate challenging environments while preserving sufficient liquidity to be opportunistic in low commodity price cycles. As of December 31, 2021, we had $619.7 million of liquidity available, including $172.1 million of cash and cash equivalents and $447.6 million of unused borrowing capacity available under the Oasis Credit Facility (defined in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”). 6 Table of Contents • Built to last. We are focused on creating a durable organization that generates strong financial returns and sustainable free cash flow through commodity cycles. We believe we have an attractive inventory that is resilient to commodity price fluctuations, which supports the sustainable generation of free cash flow. Our management team is focused on the continuous improvement of our operations and overall cost structure and has significant experience in successfully operating cost-efficient development programs. The magnitude and concentration of our acreage within the Williston Basin allows us to capture economies of scale, including the ability to drill multiple wells from a single drilling pad into multiple formations, utilize centralized production and crude oil, natural gas and water fluid handling facilities and infrastructure, and reduce the time and cost of rig mobilization. Our team is focused on employing leading drilling and completions techniques to optimize overall project economics. We continuously evaluate our internal drilling and completions results and monitor the results of other operators to improve our operating practices. We continue to optimize our completion designs based on geology and well spacing. We foster a culture of innovation and continuous improvement, constantly looking for ways to strengthen our organizational agility and adaptability. In addition, management, with oversight from our Board of Directors, created an enterprise risk management (“ERM”) committee, which seeks to improve our knowledge and awareness of emerging and strategic risks. Formalizing our ERM process has allowed us to have a better enterprise-view of risks, improve our risk response and preparedness, and better incorporate risk mitigation around existing and emerging risks into our strategic plans. • Responsible stewards. We are committed to ESG initiatives and seek a culture of improvement in ESG practices. We work to provide safe, reliable and affordable energy in a responsible manner while being cognizant of the broader energy transition. The key tenets of our ESG philosophy are to identify opportunities to reduce our environmental impact, improve safety, invest in our employees and support the communities in which we live and work while improving transparency and accountability. We are proficient in capturing the natural gas that we produce. As of December 31, 2021, we were capturing approximately 92% of our natural gas production in North Dakota, and our flared gas percentage for the year ended December 31, 2021 was well below the average for North Dakota operators. We are working to further improve gas capture as we integrate the recently acquired assets in the Williston Basin, while also identifying areas for improvement on our legacy assets. We provide leadership training and educational and professional development programs for employees at every level of the organization. We have also made meaningful investments in safety training programs that benefit our employees as well as employees of other operators and contractors. We are deeply involved in the areas in which we work and deploy our financial resources, time and talent to support a number of charitable organizations and our local communities. Our Board of Directors is 87.5% independent and comprised of diverse and experienced energy industry professionals. As part of our ongoing effort to enhance our ESG practices, the Board of Directors has established the Nominating, Environmental, Social and Governance Committee, which is charged with overseeing our ESG policies. To help strengthen our ESG performance, we have implemented compensation practices focused on value creation and aligned with shareholder interests. For more information about our ESG and corporate responsibility efforts, please see our inaugural Sustainability Report that was published in August 2021 and can be found on our website. In addition, more information on our ESG practices can be found on the “Sustainability” page of our website and in the Proxy Statement that we will file for our 2022 Annual Meeting of Shareholders. Competitive Strengths We have a number of competitive strengths that we believe will help us to successfully execute our business strategies: • Substantial leasehold position in one of North America’s leading unconventional crude oil resource plays. We believe our Williston Basin acreage is one of the largest concentrated leasehold positions and will continue to provide significant free cash flow generation. As of December 31, 2021, we had 492,355 net leasehold acres in the Williston Basin, of which 487,254 net acres were held by production, and 69% of our 250.8 MMBoe estimated net proved reserves in this area were comprised of crude oil. We believe we have a large project inventory of potential drilling locations that we have not yet drilled, a majority of which are operated by us. In 2022, we will continue our drilling and completion activities in the Williston Basin. • Operating control over the majority of our portfolio. In order to maintain better control over our asset portfolio, we have established a leasehold position comprised primarily of properties that we expect to operate. As of December 31, 2021, 94% of our estimated net proved reserves were attributable to properties that we operate. In 2022, we plan to complete approximately 40 to 42 gross operated wells with an average working interest of approximately 72%. Controlling operations enables us to optimize capital allocation and control the pace of 7 Table of Contents development of our assets to manage our reinvestment rates in line with our broader strategic objectives. Additionally, operational control allows us to materially benefit from proactively managing our cost structure across our portfolio. We believe that maintaining operational control over the majority of our acreage allows us to better pursue our strategies of enhancing returns through operational and cost efficiencies and capital efficiency. We are also better able to manage infrastructure investment to drive down operating costs and optimize crude oil, natural gas and NGL price realizations. • Best-in-class balance sheet. We believe our strong balance sheet will allow us to generate significant, sustainable free cash flow and corporate-level returns. We have no near-term debt maturities, are focused on rigorous capital discipline and have a robust hedging program to minimize downside risk. • Incentivized management team with proven operating and acquisition skills. Our senior management team has extensive expertise in the oil and gas industry with an average of more than 25 years of industry experience. We believe our management and technical team is one of our principal competitive strengths relative to our industry peers due to our team’s proven track record in identification, acquisition and execution of large, repeatable development drilling programs. In addition, a substantial majority of our executive officers’ overall compensation has been in long-term equity-based incentive awards, and we have implemented best-in-class management compensation practices aligned with shareholders, which we believe provides them with significant incentives to grow the value of our business and return capital to shareholders. Exploration and Production Operations Estimated net proved reserves Our estimated net proved reserves and related PV-10 at December 31, 2021, 2020 and 2019 are based on reports prepared by DeGolyer and MacNaughton, our independent reserve engineers. In preparing its reports, DeGolyer and MacNaughton evaluated 100% of the reserves and discounted values at December 31, 2021, 2020 and 2019 in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to companies involved in crude oil and natural gas producing activities. Our estimated net proved reserves and related future net revenues, PV-10 and standardized measure of discounted future net cash flows (“Standardized Measure”) do not include probable or possible reserves and were determined using the preceding 12 months’ unweighted arithmetic average of the first-day-of-the-month index prices for crude oil and natural gas, which were held constant throughout the life of the properties. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were $66.55 per Bbl for crude oil and $3.64 per MMBtu for natural gas, $39.54 per Bbl for crude oil and $2.03 per MMBtu for natural gas and $55.85 per Bbl for crude oil and $2.62 per MMBtu for natural gas for the years ended December 31, 2021, 2020 and 2019, respectively. These prices were adjusted by lease for quality, transportation fees, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the wellhead. The information in the following table does not give any effect to or reflect our commodity derivatives. Future operating costs, production taxes and capital costs were based on current costs as of each year-end. For a definition of proved reserves under the SEC rules, please see the “Glossary of Terms” included at the end of this report. For more information regarding our independent reserve engineers, please see “Independent petroleum engineers” below. Future net revenues represent projected revenues from the sale of our estimated net proved reserves (excluding derivative contracts) net of production and development costs (including operating expenses and production taxes). PV-10 and Standardized Measure represent the present value of the future net revenues discounted at 10%, before and after income taxes, respectively. There are numerous uncertainties inherent in estimating reserves and related information, and different reservoir engineers often arrive at different estimates for the same properties. There can be no assurance that our estimated net proved reserves will be produced within the periods indicated or that prices and costs will remain constant. A substantial or extended decline in crude oil prices could result in a significant decrease in our estimated net proved reserves and related future net revenues, Standardized Measure and PV-10 in the future. 8 Table of Contents The following table summarizes our estimated net proved reserves and related future net revenues, Standardized Measure and PV-10: At December 31, 2021 2020 2019 Estimated proved reserves: Crude oil (MMBbls) 174.3 119.8 200.8 Natural gas (Bcf) 459.3 376.2 513.5 Total estimated proved reserves (MMBoe) 250.9 182.5 286.4 Percent crude oil 69 % 66 % 70 % Estimated proved developed reserves: Crude oil (MMBbls) 114.0 85.4 113.4 Natural gas (Bcf) 361.8 262.7 314.0 Total estimated proved developed reserves (MMBoe) 174.3 129.2 165.8 Percent proved developed 69 % 71 % 58 % Estimated proved undeveloped reserves: Crude oil (MMBbls) 60.3 34.3 87.4 Natural gas (Bcf) 97.4 113.5 199.5 Total estimated proved undeveloped reserves (MMBoe) 76.5 53.3 120.6 Future net revenues (in millions) $ 5,495.1 $ 1,793.6 $ 5,385.4 Standardized Measure (in millions) (1) $ 2,696.9 $ 948.9 $ 2,844.4 PV-10 (in millions) (2) $ 3,115.4 $ 1,115.0 $ 2,934.4 __________________ (1) Standardized Measure represents the present value of estimated future net cash flows from proved crude oil and natural gas reserves, less estimated future development, production, plugging and abandonment costs and income tax expenses, discounted at 10% per annum to reflect timing of future cash flows. (2) PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable financial measure under accounting principles generally accepted in the United States of America (“GAAP”), because it does not include the effect of income taxes on discounted future net cash flows. See “Reconciliation of Standardized Measure to PV-10” below. Estimated net proved reserves at December 31, 2021 were 250.9 MMBoe, a 37% increase from estimated net proved reserves of 182.5 MMBoe at December 31, 2020, primarily due to increases of 57.0 MMBoe for the acquisition of assets in the Williston Basin, 53.9 MMBoe for net positive revisions and 10.2 MMBoe for additions, partially offset by a decrease of 31.5 MMBoe for the divestiture of assets in the Permian Basin and 21.2 MMBoe for production. The net positive revisions of 53.9 MMBoe were attributable to positive revisions of 38.6 MMBoe associated with alignment to the five-year development plan, 37.2 MMBoe associated with higher realized prices and 6.2 MMBoe due to lower operating expenses, partially offset by negative revisions of 22.9 MMBoe attributable to reservoir analysis and well performance across our Bakken asset and 5.2 MMBoe due to the impact of removing the benefits of our midstream operations from operating expenses. Our proved developed reserves increased 45.1 MMBoe, or 35%, to 174.3 MMBoe for the year ended December 31, 2021 from 129.2 MMBoe for the year ended December 31, 2020, primarily due to increases of 47.3 MMBoe for the acquisition of producing assets in the Williston Basin, 20.3 MMBoe for net positive revisions, 16.6 MMBoe for the conversions of proved undeveloped reserves and 2.6 MMBoe for additions. These increases were partially offset by decreases of 21.2 MMBoe for production and 20.5 MMBoe for the divestiture of producing assets in the Permian Basin. The proved developed net positive revisions of 20.3 MMBoe were attributable to positive revisions of 36.5 MMBoe associated with higher realized prices and 6.0 MMBoe due to lower operating expenses, partially offset by negative revisions of 17.6 MMBoe attributable to reservoir analysis and well performance across our Bakken asset and 4.6 MMBoe due to the impact of removing the benefits of our midstream operations from operating expenses. Our proved undeveloped reserves increased 23.3 MMBoe, or 44%, to 76.5 MMBoe for the year ended December 31, 2021 from 53.3 MMBoe for the year ended December 31, 2020, primarily due to increases of 33.5 MMBoe for net positive revisions, 9.8 MMBoe for the acquisition of undrilled acreage in the Williston Basin and 7.6 MMBoe for additions, offset by decreases of 16.6 MMBoe for the conversion of wells to proved developed and 11.0 MMBoe for the divestiture of undrilled acreage in the Permian Basin. The proved undeveloped net positive revisions of 33.5 MMBoe were attributable to positive revisions of 38.6 MMBoe associated with alignment to the five-year development plan, offset by negative revisions of 5.1 MMBoe attributable to reservoir analysis and well performance across our Bakken asset. 9 Table of Contents See Note 25 to our consolidated financial statements for more information on our estimated proved reserves for the years ended December 31, 2020 and 2019. For the comparison of the years ended December 31, 2020 and 2019, refer to “Item 1. Business—Our operations - exploration and production activities” in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 8, 2021. Reconciliation of Standardized Measure to PV-10 PV-10 is derived from Standardized Measure, which is the most directly comparable GAAP financial measure. PV-10 is a computation of Standardized Measure on a pre-tax basis. PV-10 is equal to Standardized Measure at the applicable date, before deducting future income taxes, discounted at 10%. We believe that the presentation of PV-10 is relevant and useful to investors because it presents the discounted future net cash flows attributable to our estimated net proved reserves prior to taking into account future corporate income taxes, and it is a useful measure for evaluating the relative monetary significance of our oil and gas properties. Further, investors may utilize the measure as a basis for comparison of the relative size and value of our reserves to other companies without regard to the specific tax characteristics of such entities. We use this measure when assessing the potential return on investment related to our oil and gas properties. PV-10, however, is not a substitute for Standardized Measure. Our PV-10 measure and Standardized Measure do not purport to represent the fair value of our crude oil and natural gas reserves. The following table provides a reconciliation of Standardized Measure to PV-10: At December 31, 2021 2020 2019 (In millions) Standardized Measure of discounted future net cash flows $ 2,696.9 $ 948.9 $ 2,844.4 Add: present value of future income taxes discounted at 10% 418.5 166.1 90.0 PV-10 $ 3,115.4 $ 1,115.0 $ 2,934.4 The PV-10 of our estimated net proved reserves at December 31, 2021 was $3.1 billion, a 179% increase from PV-10 of $1.1 billion at December 31, 2020. This increase was primarily due to higher commodity price assumptions and an increase in reserves year over year. Proved undeveloped reserves At December 31, 2021, we had approximately 76.5 MMBoe of proved undeveloped reserves as compared to 53.3 MMBoe at December 31, 2020. The following table summarizes the changes in our proved undeveloped reserves during 2021: Year Ended December 31, 2021 (MBoe) Proved undeveloped reserves, beginning of period 53,253 Extensions, discoveries and other additions 7,587 Purchases of minerals in place 9,758 Sales of minerals in place (10,952) Revisions of previous estimates 33,513 Conversion to proved developed reserves (16,646) Proved undeveloped reserves, end of period 76,513 During 2021, we spent a total of $127.9 million related to the development of proved undeveloped reserves, $29.3 million of which was spent on proved undeveloped reserves that represent wells in progress at year-end. The remaining $98.6 million resulted in the conversion of 16.6 MMBoe of proved undeveloped reserves, or 31% of our proved undeveloped reserves balance at the beginning of 2021, to proved developed reserves. We added 9.8 MMBoe of proved undeveloped reserves for the acquisition of undrilled acreage in the Williston Basin and 7.6 MMBoe of proved undeveloped reserves as a result of our five-year development plan, offset by a decrease of 11.0 MMBoe for the divestiture of undrilled acreage in the Permian Basin. The 2021 proved undeveloped revisions of 33.5 MMBoe were attributable to positive revisions of 38.6 MMBoe associated with alignment to the five-year development plan, partially offset by negative revisions of 5.1 MMBoe attributable to reservoir analysis and well performance across our Bakken asset. We expect to develop all of our proved undeveloped reserves, including all wells drilled but not yet completed, as of December 31, 2021 within five years after the initial year booked. The future development of such proved undeveloped reserves is dependent on future commodity prices, costs and economic assumptions that align with our internal forecasts as well as access to liquidity sources, such as cash flows from operations, capital markets, the Oasis Credit Facility and our derivative contracts. 10 Table of Contents Substantially all proved undeveloped locations are located on properties where the leases are held by existing production or continuous drilling operations. Approximately 5% of our proved undeveloped reserves at December 31, 2021 are attributable to wells that have been drilled but not yet completed, and 100% of our undrilled reserves are within our core acreage in the Williston Basin. Independent petroleum engineers Our estimated net proved reserves and related future net revenues and PV-10 at December 31, 2021, 2020 and 2019 are based on reports prepared by DeGolyer and MacNaughton, our independent reserve engineers, by the use of appropriate geologic, petroleum engineering and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revised June 2019) and definitions and current guidelines established by the SEC. DeGolyer and MacNaughton is a Delaware corporation with offices in Dallas, Houston, Moscow, Astana, Buenos Aires, Baku and Algiers. The firm’s more than 180 professionals include engineers, geologists, geophysicists, petrophysicists and economists engaged in the appraisal of oil and gas properties, evaluation of hydrocarbon and other mineral prospects, basin evaluations, comprehensive field studies and equity studies related to the domestic and international energy industry. DeGolyer and MacNaughton has provided such services for over 85 years. The Senior Vice President at DeGolyer and MacNaughton primarily responsible for overseeing the preparation of the reserve estimates is a Registered Professional Engineer in the State of Texas, is a member of the Society of Petroleum Engineers and has over 10 years of experience in crude oil and natural gas reservoir studies and reserve evaluations. He graduated with a Bachelor of Science degree in Petroleum Engineering from Istanbul Technical University in 2003, a Master of Science degree in Petroleum Engineering from Texas A&M University in 2005 and a Doctor of Philosophy degree in Petroleum Engineering from Texas A&M University in 2010. DeGolyer and MacNaughton restricts its activities exclusively to consultation; it does not accept contingency fees, nor does it own operating interests in any crude oil, natural gas or mineral properties, or securities or notes of clients. The firm subscribes to a code of professional conduct, and its employees actively support their related technical and professional societies. The firm is a Texas Registered Engineering Firm. Technology used to establish proved reserves In accordance with rules and regulations of the SEC applicable to companies involved in crude oil and natural gas producing activities, proved reserves are those quantities of crude oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations. The term “reasonable certainty” means deterministically, the quantities of crude oil and/or natural gas are much more likely to be achieved than not, and probabilistically, there should be at least a 90% probability of recovering volumes equal to or exceeding the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by using reliable technology. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007) . The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history. Based on the current stage of field development, production performance, the development plans provided by us to DeGolyer and MacNaughton and the analyses of areas offsetting existing wells with test or production data, reserves were classified as proved. A performance-based methodology integrating the appropriate geology and petroleum engineering data was utilized for the evaluation of all reserves categories. Performance-based methodology primarily includes (i) production diagnostics, (ii) decline-curve analysis and (iii) model-based analysis (if necessary, based on the availability of data). Production diagnostics include data quality control, identification of flow regimes and characteristic well performance behavior. Analysis was performed for all well groupings (or type-curve areas). Characteristic rate-decline profiles from diagnostic interpretation were translated to modified hyperbolic rate profiles, including one or multiple b-exponent values followed by an exponential decline. Based on the availability of data, model-based analysis may be integrated to evaluate long-term decline behavior, the impact of dynamic reservoir and fracture parameters on well performance, and complex situations sourced by the nature of unconventional reservoirs. The methodology used for the analysis 11 Table of Contents was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, production history and appropriate reserves definitions. Internal controls over reserves estimation process We employ DeGolyer and MacNaughton as the independent reserves evaluator for 100% of our reserves base. We maintain an internal staff of petroleum engineers and geoscience professionals who work closely with the independent reserve engineers to ensure the integrity, accuracy and timeliness of data furnished for the reserves estimation process. Brett Newton, Senior Vice President and Chief Engineer, is the technical person primarily responsible for overseeing our reserves evaluation process. He has over 30 years of industry experience with positions of increasing responsibility in engineering and management. He holds both a Bachelor of Science degree and Master of Science degree in petroleum engineering. Mr. Newton reports directly to our President and Chief Operating Officer. Throughout each fiscal year, our technical team meets with the independent reserve engineers to review properties and discuss evaluation methods and assumptions used in the proved reserves estimates, in accordance with our prescribed internal control procedures. Our internal controls over the reserves estimation process include verification of input data into our reserves evaluation software as well as management review, such as, but not limited to the following: • Comparison of historical expenses from the lease operating statements and workover authorizations for expenditure to the operating costs input in our reserves database; • Review of working interests and net revenue interests in our reserves database against our well ownership system; • Review of historical realized prices and differentials from index prices as compared to the differentials used in our reserves database; • Review of updated capital costs prepared by our operations team; • Review of internal reserve estimates by well and by area by our internal reservoir engineers; • Discussion of material reserve variances among our internal reservoir engineers and our Senior Vice President and Chief Engineer; • Review of a preliminary copy of the reserve report by our President and Chief Operating Officer with our internal technical staff; and • Review of our reserves estimation process by our Audit and Reserves Committee on an annual basis. Production, price and cost history We produce and market crude oil, natural gas and NGLs, which are commodities. The price that we receive for the crude oil, natural gas and NGLs we produce is largely a function of market supply and demand. Demand is impacted by general economic conditions, access to markets, weather and other seasonal conditions, including hurricanes and tropical storms. Over or under supply of crude oil, natural gas or NGLs can result in substantial price volatility. Historically, commodity prices have been volatile, and we expect that volatility to continue in the future. Please see “Item 1A. Risk Factors—Risks related to the oil and gas industry and our business—A substantial or extended decline in commodity prices, for crude oil and, to a lesser extent, natural gas and NGLs, may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.” The following table sets forth information regarding our crude oil and natural gas production, realized prices and production costs for the periods presented. Prior periods have been recast to reflect the impacts of discontinued operations due to the OMP Merger (defined below). For additional information on price calculations, please see information set forth in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Net production volumes: Crude oil (MBbls) 13,489 1,593 14,226 22,825 Natural gas (MMcf) 46,157 5,008 42,199 55,906 Oil equivalents (MBoe) 21,182 2,428 21,258 32,142 Average daily production (Boepd) 58,032 57,809 65,612 88,061 12 Table of Contents Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Average sales prices: Crude oil, without derivative settlements (per Bbl) $ 67.49 $ 43.36 $ 36.75 $ 55.27 Crude oil, with derivative settlements (1) (per Bbl) 48.55 43.36 48.13 55.89 Natural gas, without derivative settlements (2) (per Mcf) 6.28 3.41 1.86 2.62 Natural gas, with derivative settlements (1)(2) (per Mcf) 5.96 3.40 1.86 2.70 Average costs (per Boe): Lease operating expenses 9.63 9.27 7.55 8.98 Gathering, processing and transportation expenses 5.79 5.44 5.55 5.41 Production taxes 3.63 2.45 2.14 3.50 General and administrative expenses 3.81 6.10 6.81 4.00 Cash G&A (3) 2.18 5.04 4.52 2.37 __________________ (1) Average realized prices after the effect of derivative settlements include the cash received or paid for the cumulative gains or losses on our commodity derivatives settled in the periods presented, but do not include proceeds from derivative liquidations. Our commodity derivatives do not qualify for or were not designated as hedging instruments for accounting purposes. (2) Natural gas prices include the value for natural gas and NGLs. (3) Cash G&A is a non-GAAP financial measure. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of G&A expenses to Cash G&A. Acreage The following table sets forth certain information regarding the developed and undeveloped acreage in which we own a working interest as of December 31, 2021. Acreage related to royalty, overriding royalty and other similar interests is excluded from this summary. Gross Net Developed acres 549,517 422,750 Undeveloped acres 99,214 69,605 Total acres 648,731 492,355 Our total acreage that is held by production increased to 487,254 net acres at December 31, 2021 from 411,652 net acres at December 31, 2020 . The following table sets forth the number of gross and net undeveloped acres as of December 31, 2021 that will expire over the next three years unless production is established on the acreage prior to the expiration dates: Undeveloped acres expiring Gross Net Year ending December 31, 2022 3,914 1,115 2023 262 161 2024 1,018 864 Productive wells As of December 31, 2021, we had 2,226 (1,218.1 net) total gross productive wells, of which 1,499 gross (1,150.1 net) productive wells were operated by us. All of our productive wells as of December 31, 2021 were horizontal wells. 13 Table of Contents Drilling and completion activity The following table summarizes the number of gross and net wells completed during the periods presented, regardless of when drilling was initiated. Year ended December 31, 2021 2020 2019 Gross Net Gross Net Gross Net Development wells: Oil 49 23.3 69 34.6 123 46.2 Gas — — — — — — Dry — — — — — — Total development wells 49 23.3 69 34.6 123 46.2 Exploratory wells: Oil — — — — 7 5.9 Gas — — — — — — Dry — — — — — — Total exploratory wells — — — — 7 5.9 Total wells 49 23.3 69 34.6 130 52.1 As of December 31, 2021, we had 26 gross (10.8 net) wells in the process of being drilled or completed, which includes 10 gross operated wells waiting on completion and 15 gross non-operated wells drilling or completing. As of December 31, 2021, we had two operated rigs running, and we expect to run two operated rigs during 2022. Description of properties As of December 31, 2021, our operations were focused in the North Dakota and Montana areas of the Williston Basin. We are one of the top producers in the Williston Basin and have been active in the area since our formation. Our management team originally targeted the Williston Basin because of its oil-prone nature, multiple producing horizons, substantial resource potential and management’s previous professional history in the basin. The Williston Basin also generally has established infrastructure and access to materials and services. Production in the Williston Basin primarily comes from two zones: the Middle Bakken and the Three Forks. Our development activity is currently focused on our top-tier operated acreage in the deepest part of the Williston Basin in McKenzie, Mountrail and Williams counties in North Dakota. As of December 31, 2021, our total leasehold position in the Williston Basin consisted of 492,355 net acres, and we had a total of 1,218.1 net producing wells and 1,150.1 net operated producing wells. During the year ended December 31, 2021, we had average daily production of 58,032 net Boepd. As of December 31, 2021, our working interest for producing wells averaged 55% in total and 77% in the wells we operate. On June 29, 2021, we completed our exit from the Permian Basin to build size and scale in the Williston Basin. For additional information on the sale of our upstream assets in the Permian Basin, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.” Marketing and major customers We principally sell our crude oil, natural gas and NGL production to refiners, marketers and other purchasers that have access to nearby pipeline and rail facilities. In an effort to improve price realizations from the sale of our crude oil and natural gas, we manage our commodities marketing activities in-house, which enables us to market and sell our crude oil and natural gas to a broad array of potential purchasers. We sell a significant amount of our crude oil production through bulk sales at delivery points on crude oil gathering systems to a variety of purchasers at prevailing market prices under short-term contracts that normally provide for us to receive a market-based price, which incorporates regional differentials that include, but are not limited to, transportation costs. These gathering systems, which typically originate at the wellhead and are connected to multiple pipeline and rail facilities, reduce the need to transport barrels by truck from the wellhead. As of December 31, 2021, we were flowing approximately 95% of our gross operated crude oil production through crude oil gathering systems. In addition, from time to time we may enter into third-party purchase and sales transactions that allow us to optimize our advantageous gathering and transportation positions and increase the value of our crude oil price realizations. We also enter into various short-term sales contracts for a portion of our portfolio at fixed differentials. Our marketing of crude oil and natural gas can be affected by factors beyond our control, the effects of which cannot be accurately predicted. For a description of some of these factors, please see “Item 1A. Risk Factors—Risks related to the oil and 14 Table of Contents gas industry and our business—We depend upon Crestwood, a third party midstream provider, for a large portion of our midstream services, and our failure to obtain and maintain access to the necessary infrastructure from Crestwood and other midstream providers to successfully deliver crude oil, natural gas and NGLs to market may adversely affect our earnings, cash flows and results of operations.” For the year ended December 31, 2021 (Successor), sales to Phillips 66 Company accounted for approximately 13% of our total product sales. For the period of November 20, 2020 through December 31, 2020 (Successor), sales to ExxonMobil Oil Corporation and Phillips 66 Company accounted for approximately 22% and 15%, respectively, of our total product sales. For the period of January 1, 2020 through November 19, 2020 (Predecessor), Phillips 66 Company and Gunvor USA LLC accounted for approximately 11% and 10%, respectively, of our total product sales. For the year ended December 31, 2019 (Predecessor), sales to Phillips 66 Company accounted for approximately 14% of our total product sales. No other purchasers accounted for more than 10% of our total sales in 2021, 2020 or 2019. We believe that the loss of any of these purchasers would not have a material adverse effect on our operations, as there are a number of alternative crude oil, natural gas and NGL purchasers and markets in the Williston Basin. Delivery commitments As of December 31, 2021, we had certain agreements with an aggregate requirement to deliver or transport a minimum quantity of approximately 45.8 MMBbl of crude oil, 603.3 Bcf of natural gas and 22.5 MMBbl of NGLs, prior to any applicable volume credits, within specified timeframes, the majority of which are ten years or less. We are required to make periodic deficiency payments for any shortfalls in delivering the minimum volume commitments under certain agreements. We believe that for the substantial majority of these agreements, our future production will be adequate to meet our delivery commitments or that we can purchase sufficient volumes of crude oil, natural gas and NGLs from third parties to satisfy our minimum volume commitments. We acquired certain unfavorable contracts in connection with the Williston Basin Acquisition where we determined it was probable we would not meet the minimum volume commitment in the agreement and have recorded a liability of $11.9 million as of December 31, 2021. Midstream Transactions As of December 31, 2021, we operated a midstream business that provided midstream services for natural gas (gathering, compression, processing and gas lift supply), crude oil (gathering, terminaling and transportation) and water services (gathering and disposal of produced and flowback water and freshwater distribution). These midstream operations were primarily conducted through Oasis Midstream Partners LP (“OMP”), a consolidated subsidiary and master limited partnership that operates midstream assets through its four wholly-owned development companies: Bighorn DevCo LLC (“Bighorn DevCo”), Bobcat DevCo LLC (“Bobcat DevCo”), Beartooth DevCo LLC (“Beartooth DevCo”) and Panther DevCo LLC. At December 31, 2021, we owned approximately 70% of OMP’s outstanding common units representing limited partner interests, as well as 100% of OMP’s general partner, OMP GP LLC (“OMP GP”). On October 25, 2021, OMP and OMP GP entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Crestwood Equity Partners LP, a Delaware limited partnership (“Crestwood”). Pursuant to the Merger Agreement, Oasis agreed to sell to Crestwood its entire ownership of OMP common units and all of the limited liability company interests of OMP GP in exchange for $160.0 million in cash and approximately 21 million common units representing limited partner interests of Crestwood (the “OMP Merger”). The OMP Merger was unanimously approved by the Board of Directors of both Oasis and Crestwood and was also unanimously approved by the Board of Directors and Conflicts Committee of OMP GP. The Company had provided OMP acreage dedications pursuant to several long-term, fee-based contractual arrangements for midstream services, including (i) natural gas gathering, compression, processing and gas lift supply services; (ii) crude oil gathering, terminaling and transportation services; (iii) produced and flowback water gathering and disposal services; and (iv) freshwater distribution services. These contracts were assigned to Crestwood upon completion of the OMP Merger, and we now depend on Crestwood for a large portion of our midstream services. See “Item 1A. Risk Factors—Risks related to the oil and gas industry and our business” for more information. In addition, the Company and Crestwood executed a director nomination agreement pursuant to which Oasis designated two directors to the Board of Directors of Crestwood GP Equity LLC, a Delaware limited liability company and the general partner of Crestwood (“Crestwood GP”). Pursuant to the director nomination agreement, for so long as Oasis and its affiliates own at least 15% of Crestwood’s issued and outstanding common units, Oasis may designate two directors to the Board of Directors of Crestwood GP. Oasis may designate one director if Oasis and its affiliates hold at least 10% (but less than 15%) of Crestwood’s issued and outstanding common units. The OMP Merger was completed on February 1, 2022, and we own approximately 21.7% of Crestwood’s issued and outstanding common units and are Crestwood’s largest single customer. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments” for additional information. 15 Table of Contents Competition The oil and gas industry is worldwide and highly competitive in all phases. We encounter competition from other crude oil and natural gas companies in all areas of operation, including the acquisition of leasing options on oil and gas properties to the exploration and development of those properties. Our competitors include major integrated crude oil and natural gas companies, numerous independent crude oil and natural gas companies, individuals and drilling and income programs. Many of our competitors are large, well established companies that have substantially larger operating staffs and greater capital resources than we do. Such companies may be able to pay more for lease options on oil and gas properties and exploratory locations and to define, evaluate, bid for and purchase a greater number of properties and locations than our financial or human resources permit. Our ability to acquire additional properties and to discover reserves in the future will depend upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Please see “Item 1A. Risk Factors—Risks related to the oil and gas industry and our business—Competition in the oil and gas industry is intense, making it more difficult for us to acquire properties, market crude oil and natural gas and secure trained personnel.” Title to Properties As is customary in the oil and gas industry, we initially conduct a preliminary review of the title to our properties on which we do not have proved reserves. Prior to the commencement of drilling operations on those properties, we conduct a thorough title examination and perform curative work with respect to significant title defects. To the extent title opinions or other investigations reflect title defects on those properties, we are typically responsible for curing any title defects at our expense. We generally will not commence drilling operations on a property until we have cured any material title defects on such property. We have obtained title opinions on substantially all of our producing properties and believe that we have satisfactory title to our producing properties in accordance with general industry standards. Prior to completing an acquisition of producing crude oil and natural gas leases, we perform title reviews on the most significant leases and, depending on the materiality of the properties, we may obtain a title opinion or review previously obtained title opinions. Our oil and gas properties are subject to customary royalty and other interests, liens to secure borrowings under the Oasis Credit Facility, liens for current taxes and other burdens, which we believe do not materially interfere with the use or affect our carrying value of the properties. Please see “Item 1A. Risk Factors—Risks related to the oil and gas industry and our business—We may incur losses as a result of title defects in the properties in which we invest.” Seasonality Winter weather conditions and lease stipulations can limit or temporarily halt our drilling, completion and producing activities and other crude oil and natural gas operations. These constraints and the resulting shortages or high costs could delay or temporarily halt our operations and materially increase our operating and capital costs. Such seasonal anomalies can also pose challenges for meeting our drilling objectives and may increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages and increase costs or delay or temporarily halt our operations. Regulation Our E&P operations are substantially affected by federal, tribal, regional, state and local laws and regulations. In particular, crude oil and natural gas production is, or has been, subject to price controls, taxes and numerous laws and regulations. All of the jurisdictions in which we own or operate properties for crude oil and natural gas production have statutory provisions regulating the exploration for and production of crude oil and natural gas or the gathering, transportation and processing of those commodities, including provisions related to permits for the drilling of wells or processing of natural gas, bonding requirements to drill or operate producing or injection wells, the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled or processing plants are constructed, sourcing and disposal of water used in the drilling and completion process and the abandonment of wells. Our operations are also subject to various conservation laws and regulations. These include regulation of the size of drilling and spacing units or proration units, the number of wells that may be drilled in an area, the siting of processing plants, disposal wells and gathering or transportation lines, and the unitization or pooling of crude oil and natural gas wells, as well as regulations that generally prohibit the venting or flaring of natural gas and impose certain requirements regarding the ratability or fair apportionment of production from fields and individual wells. Failure to comply with applicable laws and regulations can result in substantial penalties. The regulatory burden on the industry increases the cost of doing business and affects profitability. Historically, our compliance costs with applicable laws and regulations have not had a material adverse effect on our financial position, cash flows and results of operations; however, new laws and regulations, amendment of existing laws and regulations, reinterpretation of legal requirements or increased governmental enforcement may occur and, thus, there can be no assurance that such costs will not be material in the future. Additionally, environmental incidents such as spills or other releases may occur or past non-compliance with environmental laws or regulations may be discovered. Therefore, we are unable to predict the future costs or impact of compliance. Additional proposals and proceedings that affect the oil and gas industry are regularly considered by Congress, the states, the Federal 16 Table of Contents Energy Regulatory Commission (“FERC”) and the courts. We cannot predict when or whether any such proposals may be finalized and become effective. Regulation of transportation and sales of crude oil Sales of crude oil, condensate and NGLs are not currently regulated and are made at negotiated prices. Nevertheless, Congress could reenact price controls in the future. Our sales of crude oil are affected by the availability, terms and cost of transportation. The transportation of crude oil by common carrier pipelines is also subject to rate and access regulation. FERC regulates interstate crude oil pipeline transportation rates under the Interstate Commerce Act. In general, interstate crude oil pipeline rates must be cost-based, although settlement rates agreed to by all shippers are permitted and market-based rates may be permitted in certain circumstances. Effective January 1, 1995, FERC implemented regulations establishing an indexing system (based on inflation) for transportation rates for crude oil pipelines that allows a pipeline to increase its rates annually up to prescribed ceiling levels that are tied to changes in the Producer Price Index, without making a cost of service filing. Many existing pipelines utilize the FERC crude oil index to change transportation rates annually every July 1. Every five years, FERC reviews the appropriateness of the index level in relation to changes in industry costs. On December 17, 2020, FERC established a new price index for the five-year period commencing July 1, 2021 and ending June 30, 2026, in which common carriers charging indexed rates were permitted to adjust their indexed ceiling annually by Producer Price Index plus 0.78%. The Commission received requests for rehearing of its December 17, 2020 order and on January 20, 2022, granted rehearing and modified the oil index (“January 2022 Order”). Specifically, for the five-year period commencing July 1, 2021 and ending June 30, 2026, common carriers charging indexed rates are permitted to adjust their indexed ceilings annually by Producer Price Index minus 0.21%. FERC directed oil pipelines to recompute their ceiling levels for July 1, 2021 through June 30, 2022 based on the new index level. Where an oil pipeline’s filed rates exceed its ceiling levels, FERC ordered such oil pipelines to reduce the rate to bring it into compliance with the recomputed ceiling level to be effective March 1, 2022. Bighorn DevCo owns a FERC regulated crude oil transportation pipeline to Johnson’s’ Corner. Bighorn DevCo historically has not filed to increase its rates pursuant to the index; therefore its existing rates remain under the ceiling level. On February 1, 2022, we completed the OMP Merger and no longer have any ownership interest in Bighorn DevCo. Intrastate crude oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate crude oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate crude oil pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of crude oil transportation rates will not affect our operations in any way that is of material difference from those of our competitors who are similarly situated. Further, interstate and intrastate common carrier crude oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all similarly situated shippers requesting service on the same terms and under the same rates. When crude oil pipelines operate at full capacity, access is generally governed by prorationing provisions set forth in the pipelines’ published tariffs. Accordingly, we believe that access to crude oil pipeline transportation services generally will be available to us to the same extent as to our similarly situated competitors. We sell a significant amount of our crude oil production through gathering systems connected to rail facilities. Due to several crude oil train derailments in the past decade, transportation safety regulators in the United States and Canada have examined the adequacy of transporting crude oil by rail, with an emphasis on the safe transport of Bakken crude oil by rail, following findings by the U.S. Pipeline and Hazardous Materials Safety Administration (“PHMSA”) that Bakken crude oil tends to be more volatile and flammable than certain other crude oils, and thus poses an increased risk for a significant accident. Since 2011, all new railroad tank cars that have been built to transport crude oil or other petroleum type fluids, including ethanol, have been built to more stringent safety standards. In 2015, PHMSA adopted a final rule that includes, among other things, additional requirements to enhance tank car standards for certain trains carrying crude oil and ethanol, a classification and testing program for crude oil, new operational protocols for trains transporting large volumes of flammable liquids and a requirement that older DOT-111 tank cars be phased out beginning in late 2017 if they are not already retrofitted to comply with new tank car design standards. In 2016, PHMSA released a final rule mandating a phase-out schedule for all DOT-111 tank cars used to transport Class 3 flammable liquids, including crude oil and ethanol, between 2018 and 2029, and in early 2019, PHMSA published a final rule requiring railroads to develop and submit comprehensive oil spill response plans for specific route segments traveled by a single train carrying 20 or more loaded tanks of liquid petroleum oil in a continuous block or a single train carrying 35 or more loaded tank cars of liquid petroleum oil throughout the train. Additionally, the 2019 final rule requires railroads to establish geographic response zones along various rail routes, ensure that both personnel and equipment are staged and prepared to respond in the event of an accident, and share information about high-hazard flammable train operations with state and tribal emergency response commissions. In addition, a number of states proposed or enacted laws in recent years that encourage safer rail operations, urge the federal government to strengthen requirements for these operations or otherwise seek to impose more stringent standards on rail 17 Table of Contents transport of crude oil. For example, in the absence of a current federal standard on the vapor pressure of crude oil transported by rail, the State of Washington passed a law that became effective in July 2019, prohibiting the loading or unloading of crude oil from a rail car in the state unless the crude oil vapor pressure is lower than 9 pounds per square inch. In response, the States of North Dakota and Montana filed a preemption application with PHMSA in July 2019 and in May 2020, PHMSA published a Notice of Administrative Determination of Preemption, finding that the federal Hazardous Material Transportation Law preempts Washington State’s vapor pressure limit was preempted under applicable federal law. One or more of these federal or state safety improvements or updates relating to rail tank cars and rail crude oil-related operational practices imposed by PHMSA since 2015 could drive up the cost of transport and lead to shortages in availability of tank cars. We do not currently own or operate rail transportation facilities or rail cars. However, we cannot assure that costs incurred by the railroad industry to comply with these enhanced standards resulting from PHMSA’s final rules or that restrictions on rail transport of crude oil due to state crude oil volatility standards, if not preempted by PHMSA, will not increase our costs of doing business or limit our ability to transport and sell our crude oil at favorable prices, the consequences of which could be material to our business, financial condition or results of operations. However, we believe that any such consequences would not affect our operations in any way that is of material difference from those of our competitors who are similarly situated. More stringent regulatory initiatives have likewise been pursued in Canada to assess and address risks from the transport of crude oil by rail. For example, since 2014, Transport Canada has issued requirements prohibiting crude oil shippers from using certain DOT-111 tank cars and imposed a phase out schedule for other tank cars that do not meet specified safety requirements, imposed a 50 mile per hour speed limit on trains carrying hazardous materials and required all crude oil shipments in Canada to have an emergency response plan. Also, at or near the same time that PHMSA released its 2015 rule, Canada’s Minister of Transport announced Canada’s new tank car standards, which largely align with the requirements in the PHMSA rule. Likewise, Transport Canada’s rail car retrofitting and phase out timeline largely aligned with the requirements in the PHMSA rule and issued retrofitting and phase out timelines similar to those introduced by PHMSA. Transport Canada also introduced new requirements that railways carry minimum levels of insurance depending on the quantity of crude oil or dangerous goods that they transport as well as a final report recommending additional practices for the transportation of dangerous goods. Historically, our hazardous materials transportation compliance costs have not had a material adverse effect on our results of operations; however, any new laws and regulations, amendment of existing laws and regulations, reinterpretation of legal requirements or increased governmental enforcement regarding hazardous material transportation may occur in the future, which could directly and indirectly increase our operation, compliance and transportation costs and lead to shortages in availability of tank cars. We cannot assure that costs incurred to comply with PHMSA and Transport Canada standards and regulations emerging from these existing and any future rulemakings will not be material to our business, financial condition or results of operations. In addition, any derailment of crude oil from the Williston Basin involving crude oil that we have sold or are shipping may result in claims being brought against us that may involve significant liabilities. Although we believe that we are adequately insured against such events, we cannot assure you that our insurance policies will cover the entirety of any damages that may arise from such an event. Nonetheless, we believe that any such consequences would not affect our operations in any way that is of material difference from those of our competitors who are similarly situated. Regulation of transportation and sales of natural gas Historically, the transportation and sale for resale of natural gas in interstate commerce has been regulated by FERC under the Natural Gas Act of 1938 (“NGA”), the Natural Gas Policy Act of 1978 (“NGPA”) and regulations issued under those statutes. In the past, the federal government has regulated the prices at which natural gas could be sold. While sales by producers of natural gas can currently be made at market prices, Congress could reenact price controls in the future. Deregulation of wellhead natural gas sales began with the enactment of the NGPA and culminated in adoption of the Natural Gas Wellhead Decontrol Act, which removed all price controls affecting wellhead sales of natural gas effective January 1, 1993. FERC regulates interstate natural gas transportation rates, and terms and conditions of service, which affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas. Since 1985, FERC has endeavored to make natural gas transportation more accessible to natural gas buyers and sellers on an open and non-discriminatory basis. FERC has stated that open access policies are necessary to improve the competitive structure of the interstate natural gas pipeline industry and to create a regulatory framework that will put natural gas sellers into more direct contractual relations with natural gas buyers by, among other things, unbundling the sale of natural gas from the sale of transportation and storage services. Beginning in 1992, FERC issued a series of orders, beginning with Order No. 636, to implement its open access policies. As a result, the interstate pipelines’ traditional role of providing the sale and transportation of natural gas as a single service has been eliminated and replaced by a structure under which pipelines provide transportation and storage service on an open access basis to others who buy and sell natural gas. Although FERC’s orders do not directly regulate natural gas producers, they are intended to foster increased competition within all phases of the natural gas industry. 18 Table of Contents In 2000, FERC issued Order No. 637 and subsequent orders, which imposed a number of additional reforms designed to enhance competition in natural gas markets. Among other things, Order No. 637 revised FERC’s pricing policy by waiving price ceilings for short-term released capacity for a two-year experimental period, and effected changes in FERC regulations relating to scheduling procedures, capacity segmentation, penalties, rights of first refusal and information reporting. The natural gas industry historically has been very heavily regulated. Therefore, we cannot provide any assurance that the less stringent regulatory approach established by FERC under Order No. 637 will continue. However, we do not believe that any action taken will affect us in a way that materially differs from the way it affects other natural gas producers. The price at which we sell natural gas is not currently subject to federal rate regulation and, for the most part, is not subject to state regulation. However, with regard to our physical sales of energy commodities, we are required to observe anti-market manipulation laws and related regulations enforced by FERC and/or the Commodity Futures Trading Commission (“CFTC”) and the Federal Trade Commission (“FTC”). Please see below the discussion of “Other federal laws and regulations affecting our industry—Energy Policy Act of 2005.” Should we violate the anti-market manipulation laws and regulations, we could also be subject to related third-party damage claims by, among others, sellers, royalty owners and taxing authorities. In addition, pursuant to Order No. 704, some of our operations may be required to annually report to FERC on May 1 of each year for the previous calendar year. Order No. 704 requires certain natural gas market participants to report information regarding their reporting of transactions to price index publishers and their blanket sales certificate status, as well as certain information regarding their wholesale, physical natural gas transactions for the previous calendar year depending on the volume of natural gas transacted. Please see below the discussion of “Other federal laws and regulations affecting our industry—FERC market transparency rules.” Gathering services, which occur upstream of FERC jurisdictional transmission services, are regulated by the states onshore and in state waters. Although FERC has set forth a general test for determining whether facilities perform a non-jurisdictional gathering function or a jurisdictional transmission function, FERC’s determinations as to the classification of facilities is done on a case by case basis. State regulation of natural gas gathering facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory take requirements. Although such regulation has not generally been affirmatively applied by state agencies, natural gas gathering may receive greater regulatory scrutiny in the future. Intrastate natural gas transportation and facilities are also subject to regulation by state regulatory agencies, and certain transportation services provided by intrastate pipelines are also regulated by FERC. The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. Insofar as such regulation within a particular state will generally affect all intrastate natural gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in any states in which we operate and ship natural gas on an intrastate basis will not affect our operations in any way that is of material difference from those of our competitors. Like the regulation of interstate transportation rates, the regulation of intrastate transportation rates affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas. Regulation of production The production of crude oil, natural gas and NGLs is subject to regulation under a wide range of local, state and federal statutes, rules, orders and regulations. Federal, state and local statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations. We own and operate properties in North Dakota and Montana, which have regulations governing conservation matters, including provisions for the unitization or pooling of oil and gas properties, the establishment of maximum allowable rates of production from crude oil and natural gas wells, the regulation of well spacing, and plugging and abandonment of wells. The effect of these regulations is to limit the amount of crude oil and natural gas that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although we can apply for exceptions to such regulations or to have reductions in well spacing. Moreover, both states impose a production or severance tax with respect to the production and sale of crude oil, natural gas and NGLs within their jurisdictions. The failure to comply with these rules and regulations can result in substantial penalties. Our competitors in the oil and gas industry are subject to the same regulatory requirements and restrictions that affect our operations. Other federal laws and regulations affecting our industry Energy Policy Act of 2005 The Energy Policy Act of 2005 (“EPAct 2005”) is a comprehensive compilation of tax incentives, authorized appropriations for grants and guaranteed loans and significant changes to the statutory policy that affects all segments of the energy industry. Among other matters, EPAct 2005 amends the NGA to add an anti-manipulation provision which makes it unlawful for any entity to engage in prohibited behavior to be prescribed by FERC, and furthermore provides FERC with additional civil penalty authority. EPAct 2005 provides FERC with the power to assess civil penalties of up to $1,388,496 per day, adjusted annually for inflation, for violations of the NGA and increases FERC’s civil penalty authority under the NGPA from $5,000 per violation 19 Table of Contents per day to $1,388,496 per violation per day, adjusted annually for inflation. The civil penalty provisions are applicable to entities that engage in the sale of natural gas for resale in interstate commerce. On January 19, 2006, FERC issued Order No. 670, a rule implementing the anti-manipulation provision of EPAct 2005, and subsequently denied rehearing. The rule makes it unlawful for any entity, directly or indirectly, in connection with the purchase or sale of natural gas subject to the jurisdiction of FERC, or the purchase or sale of transportation services subject to the jurisdiction of FERC, to (1) use or employ any device, scheme or artifice to defraud; (2) make any untrue statement of material fact or omit to make any such statement necessary to make the statements made not misleading; or (3) engage in any act, practice or course of business that operates as a fraud or deceit upon any person. The new anti-manipulation rules do not apply to activities that relate only to intrastate or other non-jurisdictional sales or gathering, but do apply to activities of gas pipelines and storage companies that provide interstate services, such as Section 311 service, as well as otherwise non-jurisdictional entities to the extent the activities are conducted “in connection with” gas sales, purchases or transportation subject to FERC jurisdiction, which now includes the annual reporting requirements under Order No. 704, as described below. The anti-manipulation rules and enhanced civil penalty authority increased FERC’s NGA enforcement authority. Should we fail to comply with all applicable FERC administered statutes, rules, regulations and orders, we could be subject to substantial penalties and fines. FERC market transparency rules On December 26, 2007, FERC issued a final rule on the annual natural gas transaction reporting requirements, as amended by subsequent orders on rehearing, or Order No. 704. Under Order No. 704, wholesale buyers and sellers of more than 2.2 million MMBtu of physical natural gas in the previous calendar year, including interstate and intrastate natural gas pipelines, natural gas gatherers, natural gas processors, natural gas marketers and natural gas producers, are required to report, on May 1 of each year, aggregate volumes of natural gas purchased or sold at wholesale in the prior calendar year to the extent such transactions utilize, contribute to or may contribute to the formation of price indices. It is the responsibility of the reporting entity to determine which individual transactions should be reported based on the guidance of Order No. 704. Order No. 704 also requires market participants to indicate whether they report prices to any index publishers and, if so, whether their reporting complies with FERC’s policy statement on price reporting. Effective November 4, 2009, pursuant to the Energy Independence and Security Act of 2007, the FTC issued a rule prohibiting market manipulation in the petroleum industry. The FTC rule prohibits any person, directly or indirectly, in connection with the purchase or sale of crude oil, gasoline or petroleum distillates at wholesale from: (a) knowingly engaging in any act, practice or course of business, including the making of any untrue statement of material fact, that operates or would operate as a fraud or deceit upon any person; or (b) intentionally failing to state a material fact that under the circumstances renders a statement made by such person misleading, provided that such omission distorts or is likely to distort market conditions for any such product. A violation of this rule may result in civil penalties of up to $1,246,249 per day per violation, adjusted annually for inflation, in addition to any applicable penalty under the Federal Trade Commission Act. Texas Railroad Commission crude oil and natural gas rules The Texas Railroad Commission (the “RRC”), through its Oil and Gas Division, regulates the exploration, production and transportation of crude oil and natural gas in Texas. Among other duties, the RRC develops and adopts regulations to prevent waste of the state’s crude oil and natural resources, protects the correlative rights of different interest owners, prevents pollution and provides safety with respect to operations including, for example, hydrogen sulfide emissions. The RRC grants drilling permits based on established spacing, density and special field rules. Additionally, each month, the RRC assigns production allowables on crude oil and natural gas wells based on factors such as tested well capability, reservoir mechanics, market demand for production and past production, as well as receives operators’ production reports on crude oil leases and gas wells and audits the crude oil disposition path to ensure production did not exceed allowables. The RRC also regulates crude oil field injection and disposal wells under a federally-approved program that includes permitting, annual reporting and periodic testing activities. Through this program, fluids are injected into either productive reservoirs under enhanced recovery projects to increase production or into productive or non-productive reservoirs for disposal. In other pollution prevention activities, the RRC assures waste management is carried out by permitting pits and landfarming, discharges, waste haulers, waste minimization and hazardous waste management tasks. To prevent pollution of the state’s surface and ground water resources, the RRC has an abandoned well plugging and abandoned site remediation program that uses funds provided by industry through fees and taxes. Wells and sites are remediated with funds from this program when responsible operators cannot be found. Moreover, flaring of natural gas is subject to regulation by the RRC under its rules, but those rules allow for permitted exceptions through the use of flare permits. Flaring may provide crude oil and natural gas producers with an approved means for continuing crude oil production under certain scenarios, such as, for example, when there may be insufficient pipeline infrastructure in place to transport natural gas to market or to prevent resource waste. We no longer operate any assets in Texas following the completion of the Permian Basin Sale (defined in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments”) and the OMP Merger. 20 Table of Contents North Dakota Industrial Commission crude oil and natural gas rules The North Dakota Industrial Commission (the “NDIC”) regulates the drilling and production of crude oil and natural gas in North Dakota. Beginning in 2012 and continuing thereafter, the NDIC has adopted more stringent rules relating to production activities, including with respect to financial assurance for wells and underground gathering pipelines, waste discharges and storage, hydraulic fracturing and associated public disclosure on the FracFocus chemical disclosure registry, site construction, underground gathering pipelines and spill containment, which new requirements are now in effect. These requirements have increased or will increase the well costs incurred by us and similarly situated crude oil and natural gas E&P operators, and we expect to continue to incur these increased costs as well as any added costs arising from new NDIC legal requirements laws and regulations applicable to the drilling and production of crude oil and natural gas that may be issued in the future. Furthermore, the NDIC regulates natural gas flaring and over the past decade has issued orders limiting flaring emissions. These requirements were further revised in 2020. Please see below the discussion of “Environmental protection and natural gas flaring initiatives” for more information on the natural gas flaring program. In addition, the NDIC has adopted rules that improve the safety of Bakken crude oil for transport by establishing operating standards for conditioning equipment to properly separate production fluids, limits to the vapor pressure of produced crude oil, and parameters for temperatures and pressures associated with the production equipment. Pipeline safety regulation Certain of our pipelines are subject to regulation by PHMSA under the Hazardous Liquids Pipeline Safety Act (“HLPSA”) with respect to crude oil and condensates and the Natural Gas Pipeline Safety Act (“NGPSA”) with respect to natural gas. The HLPSA and NGPSA govern the design, installation, testing, construction, operation, replacement and management of hazardous liquid and gas pipeline facilities. These laws have resulted in the adoption of rules by PHMSA, that, among other things, require transportation pipeline operators to develop and implement integrity management programs to comprehensively evaluate certain relatively higher risk areas, known as high consequence areas (“HCA”) and moderate consequence areas (“MCA”) along pipelines and take additional safety measures to protect people and property in these areas. The HCAs for natural gas pipelines are predicated on high-population areas (which, for natural gas transmission pipelines, may include Class 3 and Class 4 areas) whereas HCAs for crude oil, NGL and condensate pipelines are based on high-population areas, certain drinking water sources and unusually sensitive ecological areas. An MCA is attributable to natural gas pipelines and is based on high-population areas as well as certain principal, high-capacity roadways, though it does not meet the definition of a natural gas pipeline HCA. In addition, states have adopted regulations similar to existing PHMSA regulations for certain intrastate gas and hazardous liquid pipelines, which regulations may impose more stringent requirements than found under federal law. Historically, our pipeline safety compliance costs have not had a material adverse effect on our results of operations; however, there can be no assurance that such costs will not be material in the future or that such future compliance costs will not have a material adverse effect on our business and operating results. New pipeline safety laws or regulations, amendment of existing laws and regulations, reinterpretation of legal requirements or increased governmental enforcement may impose more stringent requirements applicable to integrity management programs and other pipeline safety aspects of our operations, which could cause us to incur increased capital and operating costs and operational restrictions, delays or cancellations. Legislation in the past decade has resulted in more stringent mandates for pipeline safety and has charged PHMSA with developing and adopting regulations that impose increased pipeline safety requirements on pipeline operators. In particular, the HLPSA and NGPSA were amended by the Pipeline, Safety, Regulatory Certainty and Job Creation Act of 2011 (the “2011 Pipeline Safety Act”) and the Protecting Our Infrastructure of Pipelines and Enhancing Safety (“PIPES”) Act of 2016 and, most recently, the PIPES Act of 2020. Each of these laws imposed increased pipeline safety obligations on pipeline operators. The 2011 Pipeline Safety Act increased the penalties for safety violations, established additional safety requirements for newly constructed pipelines and required studies of safety issues that could result in the adoption of new regulatory requirements by PHMSA for existing pipelines. The PIPES Act of 2020 reauthorized PHMSA through fiscal year 2023 and directed the agency to move forward with several regulatory initiatives, including obligating operators of nonrural gas gathering lines and new and existing transmission and distribution pipeline facilities to conduct certain leak detection and repair programs and to require facility inspection and maintenance plans to align with those regulations. With adoption of the 2011 Act, the 2016 Act and the PIPES Act of 2020, there exist more stringent mandates for PHMSA to make pipeline safety requirements more stringent. As a result, PHMSA has issued a series of significant rulemakings. In October 2019, PHMSA published a final rule imposing numerous requirements on onshore gas transmission pipelines relating to maximum allowable operating pressure (“MAOP”) reconfirmation and exceedance reporting, the integrity assessment of additional pipeline mileage found in MCAs and non-HCA Class 3 and Class 4 areas by 2033, and the consideration of seismicity as a risk factor in integrity management. PHMSA published a second final rule in October 2019 for hazardous liquid transmission and gathering pipelines that significantly extends and expands the reach of certain of its integrity management requirements, requires accommodation of in-line inspection tools by 2039 unless the pipeline cannot be modified to permit such accommodation, increased annual, accident and safety-related conditional reporting requirements, and expanded the use of leak detection systems beyond HCAs. PHMSA also published final rules during February and July 2020 that amended the minimum 21 Table of Contents safety issues related to natural gas storage facilities, including wells, wellbore tubing and casing, as well as added applicable reporting requirements. More recently, in November 2021, PHMSA issued a final rule that will impose safety regulations on approximately 400,000 miles of previously unregulated onshore gas gathering lines that, among other things, will impose criteria for inspection and repair of fugitive emissions, extend reporting requirements to all gas gathering operators and apply a set of minimum safety requirements to certain gas gathering pipelines with large diameters and high operating pressures. Separately, in June 2021, PHMSA issued an Advisory Bulletin advising pipeline and pipeline facility operators of applicable requirements to update their inspection and maintenance plans for the elimination of hazardous leaks and minimization of natural gas released from pipeline facilities. PHMSA, together with state regulators, are expected to commence inspection of these plans in 2022. These new legislation or any future regulations adopted by PHMSA may impose more stringent requirements applicable to integrity management programs and other pipeline safety aspects of our operations, which could cause us to incur increased capital and operating costs and operational delays. In the absence of the PHMSA pursuing any legal requirements, state agencies, to the extent authorized, may pursue state standards, including standards for rural gathering lines. Environmental and occupational health and safety regulation Our exploration, development and production operations are subject to stringent federal, tribal, regional, state and local laws and regulations governing occupational health and safety, the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may, among other things, require the acquisition of permits to conduct drilling; govern the amounts and types of substances that may be released into the environment; limit or prohibit construction or drilling activities in environmentally-sensitive areas such as wetlands, wilderness areas or areas inhabited by endangered species; require investigatory and remedial actions to mitigate pollution conditions; impose obligations to reclaim and abandon well sites and pits; and impose specific criteria addressing worker protection. Certain environmental laws impose joint and several strict liability for costs required to remediate and restore sites where hydrocarbons, materials or wastes have been stored or released. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties, the imposition of investigatory, remedial and corrective action obligations or the incurrence of capital expenditures, the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of projects and the issuance of orders enjoining some or all of our operations in affected areas. These laws and regulations may also restrict the rate of crude oil and natural gas production below the rate that would otherwise be possible. The regulatory burden on the oil and gas industry increases the cost of doing business in the industry and consequently affects profitability. The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment, and thus, any new laws or regulations, amendment of existing laws and regulations, reinterpretation of legal requirements or increased governmental enforcement that result in more stringent and costly well construction, drilling, water management or completion activities, or waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our results of operations and financial position. We may be unable to pass on such increased compliance costs to our customers. We may also experience a delay in obtaining or be unable to obtain required permits, which may interrupt our operations and limit our growth and revenues, which in turn could affect our profitability. Moreover, accidental spills or other releases may occur in the course of our operations, and we cannot assure you that we will not incur significant costs and liabilities as a result of such spills or releases, including any third-party claims for damage to property, natural resources or persons. While, historically, our compliance costs with environmental laws and regulations have not had a material adverse effect on our financial position, cash flows and results of operations, there can be no assurance that such costs will not be material in the future as a result of such existing laws and regulations or any new laws and regulations, or that such future compliance will not have a material adverse effect on our business and operating results. Some or all of such increased compliance costs may not be recoverable from insurance. The following is a summary of the more significant existing environmental and occupational health and safety laws, as amended from time to time, to which our business operations are subject and for which compliance may have a material adverse impact on our capital expenditures, results of operations or financial position. Hazardous substances and wastes The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, and comparable state laws impose liability without regard to fault or the legality of the original conduct on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These classes of persons include current and prior owners or operators of the site where the release occurred and entities that disposed or arranged for the disposal of the hazardous substances released at the site. Under CERCLA, these “responsible persons” may be subject to joint and several, strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the U.S. Environmental Protection Agency (the “EPA”) and, in some instances, third parties to act in response to threats to the public 22 Table of Contents health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other pollutants into the environment. We generate materials in the course of our operations that may be regulated as hazardous substances. We are also subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes. RCRA imposes strict requirements on the generation, storage, treatment, transportation, disposal and cleanup of hazardous and nonhazardous wastes. Under the authority of the EPA, most states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. In the course of our operations, we generate ordinary industrial wastes that may be regulated as hazardous wastes. RCRA currently exempts certain drilling fluids, produced waters and other wastes associated with exploration, development and production of crude oil and natural gas from regulation as hazardous wastes. These wastes are instead regulated under RCRA’s less stringent nonhazardous waste provisions, state laws or other federal laws. There have been efforts from time to time to remove this exclusion, which removal could significantly increase our and our customers operating costs, and it is possible that certain crude oil and natural gas E&P wastes now classified as non-hazardous could be classified as hazardous waste in the future. We currently own or lease, and have in the past owned or leased, properties that have been used for numerous years to explore and produce crude oil and natural gas. Although we have utilized operating and disposal practices that were standard in the industry at the time, petroleum hydrocarbons, hazardous substances and wastes may have been released on, under or from the properties owned or leased by us or on, under or from, other locations where these petroleum hydrocarbons and wastes have been taken for recycling or disposal. In addition, certain of these properties have been operated by third parties whose treatment and disposal or release of petroleum hydrocarbons, hazardous substances and wastes were not under our control. These properties and the substances disposed or released thereon may be subject to CERCLA, RCRA and analogous state laws. Under these laws, we could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators), to clean up contaminated property (including contaminated groundwater) and to perform remedial plugging or pit closure operations to prevent future contamination. Air emissions The federal Clean Air Act (the “CAA”) and comparable state laws and regulations restrict the emission of various air pollutants from many sources through air emissions standards, construction and operating permitting programs and the imposition of other monitoring and reporting requirements. These laws and regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants. Obtaining permits has the potential to restrict, delay or cancel the development or expansion of crude oil and natural gas projects. Over the next several years, we may be required to incur certain capital expenditures for air pollution control equipment or other air emissions-related issues. For example, in 2015, the EPA under the Obama Administration issued a final rule under the CAA, making the National Ambient Air Quality Standard (“NAAQS”) for ground-level ozone more stringent. Since that time, the EPA has issued area designations with respect to ground-level ozone, and, on December 31, 2020, published a notice of final action to retain the 2015 ozone NAAQS without revision on a going-forward basis. However, several groups have filed litigation over this December 2020 decision, and the Biden Administration has announced plans to reconsider the December 2020 final action in favor of a more stringent ground-level ozone requirements. States are expected to implement more stringent regulations that could apply to our operations. Compliance with this final rule or any other new legal requirements could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, significantly increase our capital expenditures and operating costs and reduce demand for the crude oil and natural gas that we produce, which one or more developments could adversely impact our E&P business. Environmental protection and natural gas flaring initiatives We attempt to conduct our operations in a manner that protects the health, safety and welfare of the public, our employees and the environment. We recognize the environmental and financial risks associated with air emissions, particularly with respect to flaring of natural gas from our operated well sites and are focused on reducing these emissions, consistent with applicable requirements. We believe that one of the leading causes of natural gas flaring from the Bakken and Three Forks formations is a historical lack of natural gas gathering infrastructure in the Williston Basin, which translates into the inability of operators to promptly connect their wells to natural gas processing and gathering infrastructure. External factors impacting such inability that are out of the control of the operator include, for example, the granting of right-of-way access by land owners, investment from third parties in the development of gas gathering systems and processing facilities, and the development and adoption of regulations. We have allocated significant resources to connect our wells to natural gas infrastructure. The substantial majority of our operated wells are connected to gas gathering systems, which minimizes our flared volumes of natural gas. 23 Table of Contents The NDIC has issued orders and pursued other regulatory initiatives to implement legally enforceable “gas capture percentage goals” targeting the capture of natural gas produced in the state, commencing in 2014. As of November 1, 2020, the enforceable gas capture percentage goal is 91%. The NDIC requires operators to develop and implement Gas Capture Plans to maintain consistency with the agency’s gas capture percentage goals, but it maintains the flexibility to exclude certain gas volumes from consideration in calculating compliance with the state’s gas capture percentage goals. Wells must continue to meet or exceed the NDIC’s gas capture percentage goals on a statewide, county, per-field, or per-well basis. Failure of an operator to comply with the applicable goal at maximum efficiency rate may result in the imposition of monetary penalties and restrictions on production from subject wells. Most recently, in September 2020, the NDIC revised the gas capture policy to allow several additional exceptions for companies that flare natural gas under certain circumstances, such as gas plant outages or delays in securing a right-of-way for pipeline construction, but did not change the gas capture targets. As of December 31, 2021, we were capturing approximately 92% of our natural gas production in North Dakota, and our flared gas percentage for the year ended December 31, 2021 was well below the average for North Dakota operators. While we were satisfying the applicable gas capture percentage goals as of December 31, 2021, there is no assurance that we will remain in compliance in the future or that such future satisfaction of such goals will not have a material adverse effect on our business and results of operations. Climate change The threat of climate change continues to attract considerable attention in the United States and around the world. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. No comprehensive climate change legislation has been implemented at the federal level, but President Biden has made the combat of climate change arising from GHG emissions a priority under his Administration and has issued, and may continue to issue, executive orders or other regulatory initiatives in pursuit of his regulatory agenda. The EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and gas system sources, and impose new standards reducing methane emissions from oil and gas operations through limitations on venting and flaring and the implementation of enhanced emission leak detection and repair requirements. In recent years, there has been considerable uncertainty surrounding regulation of methane emissions. During 2020, the former Trump Administration revised performance standards for methane established in 2016 to lessen the impact of those standards and remove the transmission and storage segments from the source category for certain regulations. However, shortly after taking office in 2021, President Biden issued an executive order calling on the EPA to revisit federal regulations regarding methane and establish new or more stringent standards for existing or new sources in the oil and gas sector, including the transmission and storage segments. The U.S. Congress also passed, and President Biden signed into law, a revocation of the 2020 rulemaking, effectively reinstating the 2016 standards. In response to President Biden’s executive order, in November 2021, the EPA issued a proposed rule that, if finalized, would establish Quad Ob new source and Quad Oc first-time existing source standards of performance for methane and volatile organic compound (“VOC”) emissions in the crude oil and natural gas source category. This proposed rule would apply to upstream and midstream facilities at oil and natural gas well sites, natural gas gathering and boosting compressor stations, natural gas processing plants, and transmission and storage facilities. Owners or operators of affected emission units or processes would have to comply with specific standards of performance that may include leak detection using optical gas imaging and subsequent repair requirements, reduction of emissions by 95% through capture and control systems, zero-emission requirements, operations and maintenance requirements, and so-called green well completion requirements. The EPA plans to issue a supplemental proposal enhancing this proposed rulemaking in 2022 that will contain additional requirements that were not included in the November 2021 proposed rule. The EPA anticipates issuing a final rule before end-of-year 2022. Additionally, the House of Representatives version of the Build Back Better Act included a fee on methane emissions targeting industries that produce, transport, and store natural gas throughout the United States at $900 per ton in 2023, $1,200 per ton in 2024 and $1,500 per ton in 2025 and beyond. Congress could seek to include this fee in future legislation. Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, GHG reporting and tracking programs, and restriction of GHG emissions. At the international level, there exists the United Nations-sponsored Paris Agreement, which is a non-binding agreement for nations to limit their GHG emissions through individually-determined reduction goals every five years after 2020. President Biden announced in April 2021 a new, more rigorous nationally determined emissions reduction level of 50% – 52% reduction from 2005 levels in economy-wide net GHG emissions by 2030. Moreover, the international community gathered again in Glasgow in November 2021 at the 26th Conference of the Parties (“COP26”), during which multiple announcements (not having the effect of law) were made, including a call for parties to eliminate certain fossil fuel subsidies and pursue further action on non-CO2 GHGs. Relatedly, the United States and European Union jointly announced at COP26 the launch of a Global Methane Pledge, an initiative which over 100 countries joined, committing to a collective goal of reducing global methane emissions by at least 30 percent from 2020 levels by 2030, 24 Table of Contents including “all feasible reductions” in the energy sector. The impacts of these orders, pledges, agreements and any legislation or regulation promulgated to fulfill the United States’ commitments under the Paris Agreement, COP26, or other international conventions cannot be predicted at this time. Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in federal political risks in the United States. President Biden has issued several executive orders calling for more expansive action to address climate change and suspend new oil and gas operations on federal lands and waters. The suspension of the federal leasing activities prompted legal action by several states against the Biden Administration, resulting in issuance of a nationwide preliminary injunction by a federal district judge in Louisiana in June 2021, effectively halting implementation of the leasing suspension. The federal government is appealing the district court decision. Other actions adversely affecting the oil and gas industry that may be pursued by the Biden Administration include limiting hydraulic fracturing by banning new oil and gas permitting on federal lands and waters, potentially eliminating certain tax rules (referred to as subsidies) that benefit the oil and gas industry, and imposing restrictions on pipeline infrastructure. Litigation risks are also increasing, as a number of states, municipalities and other plaintiffs have sought to bring suit against oil and gas exploration and production companies in state or federal court, alleging, among other things, that such energy companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels, and therefore, are responsible for roadway and infrastructure damages as a result, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those impacts. The Company is not currently a defendant in any of these lawsuits but it could be named in actions making similar allegations. An unfavorable ruling in any such case could significantly impact our operations and could have an adverse impact on our financial condition. Additionally, our access to capital may be impacted by climate change policies. Shareholders and bondholders currently invested in fossil fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors. Institutional investors who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending and investment practices that favor “clean” power sources, such as wind and solar, making those sources more attractive, and some of them may elect not to provide funding for fossil fuel energy companies. Many of the largest U.S. banks have made “net zero” carbon emission commitments and have announced that they will be assessing financed emissions across their portfolios and taking steps to quantify and reduce those emissions. At COP26, the Glasgow Financial Alliance for Net Zero (“GFANZ”) announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals. The various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing, and/or underwriting activities to net zero emissions by 2050. These and other developments in the financial sector could lead to some lenders restricting access to capital for or divesting from certain industries or companies, including the oil and natural gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions. Additionally, there is the possibility that financial institutions may be pressured or required to adopt policies that limit funding for fossil fuel energy companies. In late 2020, the Federal Reserve announced that it had joined the Network for Greening the Financial System (“NGFS”), a consortium of financial regulators focused on addressing climate-related risks in the financial sector. More recently, in November 2021, the Federal Reserve issued a statement in support of the efforts of the NGFS to identify key issues and potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities. While we cannot predict what policies may result from these announcements, a material reduction in the capital available to the fossil fuel industry could make it more difficult to secure funding for exploration, development, production, transportation, and processing activities, which could impact our business and operations. Separately, the SEC has also announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege an issuer’s existing climate disclosures misleading or deficient. Finally, increasing concentrations of GHG in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods, rising sea levels and other climatic events, as well as chronic shifts in temperature and precipitation patterns. These climatic developments have the potential to cause physical damage to our assets and thus could have an adverse effect on our exploration and production operations. Additionally, changing meteorological conditions, particularly temperature, may result in changes to the amount, timing, or location of demand for energy or its production. While our consideration of changing climatic conditions and inclusion of safety factors in design is intended to reduce the uncertainties that climate change and other events may potentially introduce, our ability to mitigate the adverse impacts of these events depends in part on the effectiveness of our facilities and our disaster preparedness and response and business continuity planning, which may not have considered or be prepared for every eventuality. Water discharges The Federal Water Pollution Control Act (the “Clean Water Act”) and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants into state waters and waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or the analogous state agency. 25 Table of Contents Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws and regulations. Spill prevention, control and countermeasure requirements under federal law require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak. In addition, the Clean Water Act and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. The Clean Water Act also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit, and there continues to be uncertainty on the federal government’s applicable jurisdictional reach over waters of the United States, including wetlands. The EPA and U.S. Army Corps of Engineers (the “Corps”) under the Obama, Trump and Biden Administrations have pursued multiple rulemakings since 2015 in an attempt to determine the scope of such reach. While the EPA and Corps under the Trump Administration issued a final rule in January 2021 narrowing federal jurisdictional reach over waters of the United States, President Biden issued an executive order to further review and assess these regulations consistent with the new administration’s policy objectives, following which the EPA and Corps announced plans in June 2021 to initiate a new rulemaking process that would repeal the 2020 rule and restore protections that were in place prior to 2015. Although the EPA and Corps did not seek to vacate the 2020 rule on an interim basis, two federal district courts in Arizona and New Mexico have vacated the 2020 rule in decisions announced during the third quarter of 2021. While these district court decisions may be appealed, it is clear that the EPA and Corps intend to adopt a more expansive definition for waters of the United States. As an initial step, the agencies published on December 7, 2021 a proposed rulemaking that would put back into place the pre-2015 definition of “waters of the United States” in effect prior to the 2015 rule issued under the Obama Administration and updated to reflect consideration of Supreme Court decisions. The proposed rule, if adopted, would serve as an interim approach to “waters of the United States” and provide the agency with time to develop a subsequent rule that builds upon the currently proposed rule based, in part, on additional stakeholder involvement. Additionally, in January 2022, the U.S. Supreme Court agreed to hear a case on the scope and authority of the Clean Water Act and the definitions of “waters of the United States”. If the EPA and the Corps under the Biden Administration or any court expand the scope of the Clean Water Act’s jurisdiction in areas where we conduct operations, such developments could delay, restrict or halt permitting or development of projects, result in longer permitting timelines, or increase compliance expenditures or mitigation costs for our operations, which may reduce our rate of production of crude oil or natural gas. The Oil Pollution Act of 1990 (the “OPA”) amends the Clean Water Act and sets minimum standards for prevention, containment and cleanup of crude oil spills. The OPA applies to vessels, offshore facilities and onshore facilities, including E&P facilities that may affect waters of the United States. Under the OPA, responsible parties including owners and operators of onshore facilities may be held strictly liable for crude oil cleanup costs and natural resource damages as well as a variety of public and private damages that may result from crude oil spills. The OPA also requires owners or operators of certain onshore facilities to prepare Facility Response Plans for responding to a worst-case discharge of crude oil into waters of the United States. Operations associated with our production and development activities generate drilling muds, produced waters and other waste streams, some of which may be disposed of by means of injection into underground wells situated in non-producing subsurface formations. These injection wells are regulated pursuant to the federal Safe Drinking Water Act (the “SDWA”) Underground Injection Control (the “UIC”) program and analogous state laws. The UIC program requires permits from the EPA or analogous state agency for disposal wells that we operate, establishes minimum standards for injection well operations and restricts the types and quantities of fluids that may be injected. Any leakage from the subsurface portions of the injection wells may cause degradation of fresh water, potentially resulting in cancellation of operations of a well, imposition of fines and penalties from governmental agencies, incurrence of expenditures for remediation of affected resources and imposition of liability by landowners or other parties claiming damages for alternative water supplies, property damages and personal injuries. Moreover, any changes in the laws or regulations or the inability to obtain permits for new injection wells in the future may affect our ability to dispose of produced waters and ultimately increase the cost of our operations, which costs could be significant. In response to seismic events near underground injection wells used for the disposal of produced water from crude oil and natural gas activities, federal and some state agencies have investigated, and continue to investigate, whether such wells have caused increased seismic activity. In 2016, the United States Geological Survey identified six states, though not North Dakota or Montana, with areas of increased rates of induced seismicity that could be attributed to fluid injection or crude oil and natural gas extraction. In response to concerns regarding induced seismicity, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells. Another consequence of seismic events may be lawsuits alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. These developments could result in additional regulation and restrictions on the use of injection wells by us or our customers. 26 Table of Contents Hydraulic fracturing activities Hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons from unconventional formations, including shales. The process involves the injection of water, sand or other proppants and chemical additives under pressure into targeted subsurface formations to fracture the surrounding rock and stimulate production. We routinely use hydraulic fracturing techniques in many of our drilling and completion programs. The hydraulic fracturing process is typically regulated by state crude oil and natural gas commissions or similar agencies, but federal agencies have asserted regulatory authority over certain aspects of the process. For example, the EPA has asserted regulatory authority pursuant to the SDWA’s UIC program over hydraulic fracturing activities involving the use of diesel and issued guidance covering such activities, as well as published an advance notice of proposed rulemaking regarding Toxic Substances Control Act reporting of the chemical substances and mixtures used in hydraulic fracturing. In addition, the EPA has published an effluent limit guideline final rule prohibiting the discharge of wastewater from onshore unconventional crude oil and natural gas extraction facilities to publicly owned wastewater treatment plants. Moreover, in 2016, the federal Bureau of Land Management (the “BLM”) under the Obama Administration published a final rule imposing more stringent standards on hydraulic fracturing activities on federal lands, including requirements for chemical disclosure, well bore integrity and handling of flowback water. However, in late 2018, the BLM under the Trump Administration published a final rule rescinding the 2016 final rule. Since that time, litigation challenging the BLM's 2016 final rule and the 2018 final rule has resulted in rescission in federal courts of both the 2016 and 2018 rules but appeals to those decisions are on-going. Additionally, in late 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under some circumstances. From time to time Congress has considered, but has not adopted, legislation to provide for federal regulation of hydraulic fracturing. The Biden Administration has issued executive orders, could issue additional executive orders and could pursue other legislative and regulatory initiatives that restrict hydraulic fracturing activities on federal lands. For example, the Biden Administration issued an order in January 2021 suspending the issuance of new leases on federal lands and waters pending review and reconsideration of federal oil and gas leasing and permitting practices. The suspension of these federal leasing activities prompted legal action by several states against the Biden Administration, resulting in issuance of a nationwide preliminary injunction by a federal district judge in Louisiana in June 2021, effectively halting implementation of the leasing suspension but the federal government is appealing the district court decision. Also, further constraints may be adopted by the Biden Administration in the future. In addition, some states, including North Dakota where we primarily operate, have adopted, and other states may adopt, legal requirements that could impose more stringent permitting, public disclosure or well construction requirements on hydraulic fracturing activities. States could elect to adopt certain prohibitions on hydraulic fracturing, following the approach already taken by several states. Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. Nevertheless, if new or more stringent federal, state or local legal restrictions or bans relating to the hydraulic fracturing process are adopted in areas where we operate, or in the future plan to operate, we could incur potentially significant added costs to comply with such requirements, experience restrictions, delays or curtailment in the pursuit of exploration, development or production activities and perhaps even be limited or precluded from drilling wells or in the volume that we are ultimately able to produce from our reserves. Increased regulation and attention given to the hydraulic fracturing process could lead to greater opposition to, and litigation concerning, crude oil and natural gas production activities using hydraulic fracturing techniques. Additional legislation or regulation could also lead to added delays, restrictions or cancellations in the pursuit of our operations or increased operating costs in our production of crude oil and natural gas. We may not be insured for, or our insurance may be inadequate to protect us against, these risks. Endangered Species Act considerations The federal Endangered Species Act (the “ESA”) and comparable state laws may restrict exploration, development and production activities that may affect endangered and threatened species or their habitats. The ESA provides broad protection for species of fish, wildlife and plants that are listed as threatened or endangered in the United States and prohibits the taking of endangered species. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act (the “MBTA”) and to bald and golden eagles under the Bald and Golden Eagle Protection Act. The U.S. Fish and Wildlife Service (the “FWS”) under the Trump Administration issued a final rule on January 7, 2021, which notably clarifies that criminal liability under the MBTA will apply only to actions “directed at” migratory birds, their nests or their eggs; however, the FWS under the Biden Administration has since published a final rule in October 2021 revoking the January 2021 rule and affirmatively stating that the MBTA prohibits incidental takes of migratory birds. Federal agencies are required to ensure that any action authorized, funded or carried out by them is not likely to jeopardize the continued existence of listed or endangered species or modify their 27 Table of Contents critical habitats. Some of our operations are located in areas that are designated as habitat for endangered or threatened species, and our development plans have been impacted on occasion by certain endangered or threatened species, including the Dakota skipper and the golden eagle. If endangered or threatened species are located in areas of the underlying properties where we want to conduct seismic surveys, development activities or abandonment operations, such work could be prohibited or delayed by seasonal or permanent restrictions or require the performance of extensive studies or implementation of costly mitigation practices. Moreover, the FWS may make determinations on the listing of species as endangered or threatened under the ESA and litigation with respect to the listing or non-listing of certain species as endangered or threatened may result in more fulsome protections for non-protected or lesser-protected species pursuant to specific timelines. The issuance of more stringent conservation measures or land, water, or resource use restrictions could result in operational delays and decreased production and revenue for us. Operations on federal lands Performance of crude oil and natural gas E&P activities on federal lands, including Indian lands and lands administered by the BLM, are subject to the National Environmental Policy Act (“NEPA”). NEPA requires federal agencies, including the BLM and the federal Bureau of Indian Affairs (“BIA”), to evaluate major agency actions, such as the issuance of permits that have the potential to significantly impact the environment. In the course of such evaluations, an agency will prepare an environmental assessment that assesses the potential direct, indirect and cumulative impacts of a proposed project and, if necessary, will prepare a more detailed environmental impact statement that may be made available for public review and comment. On July 16, 2020, the Council on Environmental Quality (the “CEQ”) under the Trump Administration published a final rule modifying NEPA. The modified final rule establishes a time limit of two years for preparation of environmental impact statements and one year for the preparation of environmental assessments. The modified rule also eliminates the responsibility to consider cumulative effects of a project. However, the CEQ under the Biden Administration announced in October 2021 a proposed rule that will require agencies to consider direct, indirect and cumulative effects of major federal actions, as well as less-harmful alternatives, and to allow federal agencies to implement more stringent requirements that are required by the CEQ. Depending on any mitigation strategies recommended in such environmental assessments or environmental impact statements, we could incur added costs, which could be substantial, and be subject to delays, limitations or prohibitions in the scope of crude oil and natural gas projects or performance of midstream services. Authorizations under NEPA are also subject to protest, appeal or litigation, any or all of which may delay or halt our or our customers’ E&P activities. President Biden issued an order in January 2021 suspending the issuance of new leases on federal lands and waters pending review and reconsideration of federal oil and gas leasing and permitting practices. The suspension of these federal leasing activities prompted legal action by several states against the Biden Administration, resulting in issuance of a nationwide preliminary injunction by a federal district judge in Louisiana in June 2021, effectively halting implementation of the leasing suspension, but the federal government is appealing the district court decision. Approximately 2% of our net acreage position in the Williston Basin is federal mineral acreage, which is spread across our acreage position, and any portion of a well on federal land requires a permit. However, we believe that the vast majority of our future drilling locations would not be affected by any subsequent need to obtain a federal permit. Employee health and safety We are subject to a number of federal and state laws and regulations, including the federal Occupational Safety and Health Act and comparable state statutes, whose purpose is to protect the health and safety of workers. In addition, the U.S. Occupational Safety and Health Administration hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state regulations require that information be maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. Human Capital Resources As of February 1, 2022, we employed 255 people. Our future success will depend partially on our ability to attract, retain and motivate qualified personnel. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. We consider our relations with our employees to be satisfactory. From time to time we utilize the services of independent contractors to perform various field and other services. Our mission is to improve lives by safely and responsibly providing affordable, reliable and abundant energy. We, as a company and as individuals, believe in “doing the right thing” and being passionate about our work with the goal that we all succeed together, including our employees, contractors, shareholders and the communities in which we operate. 28 Table of Contents Health and safety We are committed to protecting the safety of our employees, our contractors, and the communities in which we operate. We seek to improve our procedures to maintain our safety culture. We operate our worksites under a stop work authority program, under which every person on our worksites is empowered to halt operations to address a potential safety issue. In addition, we have developed and implemented a comprehensive environment, health and safety management system and regularly conduct internal and external audits of our environmental and safety programs, including contractor safety audits. Safety training is provided to all employees, and safety performance is integrated into our annual compensation program. Our core values include “doing the right thing,” and our response to the COVID-19 pandemic demonstrates this principle in action. We are committed to the health and safety of our employees, contractors and communities. We have established appropriate policies and procedures while we have continued to operate during the COVID-19 pandemic. All managers and supervisors have been trained on how to address positive COVID-19 cases, including procedures on notifying, tracking and communicating COVID-19 cases. Our Crisis Management Team continuously monitors public health data and guidance, engages with peer companies, and participates with industry associations to ensure alignment with guidance for employee health and safety. Compensation and benefits We seek to provide fair, competitive compensation and comprehensive benefits to our employees. To ensure alignment with our short- and long-term objectives, our compensation programs consist of base pay, short-term incentives and long-term incentives, including stock grants. Our wide array of benefits include retirement plan dollar matching, health insurance for employees and their families, income protection and disability coverage, paid time off, flexible work schedules and wellness resources, including emotional well-being services through an employee Life Assistance Program as well as financial wellness tools and resources. We invest in leadership training and professional development programs that will enable our employees to reach their potential and perform at their best. Oasis Academy for Success is our on-demand learning system, which supports job-specific training as well as soft skill and leadership development training. Diversity and inclusion We recognize that a diverse workforce provides the best opportunity to obtain unique perspectives, experiences and ideas to help our business succeed, and we are committed to providing a diverse and inclusive workplace to attract and retain talented employees. We maintain a work culture that treats all employees fairly and with respect, promotes inclusivity, and provides equal opportunities for the professional growth and advancement based on merit. Our Code of Business Conduct and Ethics prohibits discrimination or harassment against any employee or applicant on the basis of race, color, gender, religion, age, national origin, citizenship status, military service or veteran status, sexual orientation or disability. In addition, we seek business partners who do not engage in prohibited discrimination in hiring or in their employment practices and who make decisions about hiring, salary, benefits, training opportunities, work assignments, advancement, discipline, termination, retirement and other employment decisions based on job and business-related criteria. To sustain and promote a diverse and inclusive workforce, we maintain a robust compliance program supported by annual certification by all employees to our Code of Business Conduct and Ethics, as well as training programs on affirmative action and equal employment opportunity. We evaluate ways to enhance awareness of and promote diversity and inclusion on an ongoing basis. Offices Our principal office is located in Houston, Texas at 1001 Fannin Street. We also own field offices in the North Dakota communities of Williston, Powers Lake, Watford City and Parshall. Available Information We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public from commercial document retrieval services and at the SEC’s website at http://www.sec.gov. We make available on our website at http://www.oasispetroleum.com all of the documents that we file with the SEC, free of charge, as soon as reasonably practicable after we electronically file such material with the SEC. Information contained on our website is not incorporated by reference into this Annual Report on Form 10-K. Other information, such as presentations, the charters of the Audit and Reserves Committee, Compensation Committee and Nominating, Environmental, Social and Governance Committee, and the Code of Business Conduct and Ethics, are available on our website, http://www.oasispetroleum.com, under “Investors — Corporate Governance” and in print to any shareholders who provide a written request to the Corporate Secretary at 1001 Fannin Street, Suite 1500, Houston, Texas 77002. 29 Table of Contents Our Code of Business Conduct and Ethics applies to all directors, officers and employees, including the Chief Executive Officer and Chief Financial Officer. Within the time period required by the SEC and The Nasdaq Stock Market LLC (“Nasdaq”), as applicable, we will post on our website any modification to the Code of Business Conduct and Ethics and any waivers applicable to senior officers who are defined in the Code of Business Conduct and Ethics, as required by the Sarbanes-Oxley Act of 2002. 30 Table of Contents Item 1A. Risk Factors Our business involves a high degree of risk. If any of the following risks, or any risk described elsewhere in this Annual Report on Form 10-K, actually occurs, our business, financial condition, results of operations or cash flows could suffer. The risks described below are not the only ones facing us. Additional risks not presently known to us or which we currently consider immaterial also may adversely affect us. Risks related to the oil and gas industry and our business Events outside of our control, including a pandemic, epidemic or outbreak of an infectious disease, such as the COVID-19 pandemic, have materially adversely affected, and may further materially adversely affect, our business. We face risks related to pandemics, epidemics, outbreaks or other public health events that are outside of our control, and could significantly disrupt our operations and adversely affect our business and financial condition. For example, the global outbreak of COVID-19 has impacted demand for crude oil and natural gas because of reduced global and national economic activity levels. On March 13, 2020, the United States declared the COVID-19 pandemic a national emergency, and several states, including North Dakota and Montana, and municipalities have declared public health emergencies. Along with these declarations, there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world. To the extent COVID-19 continues or worsens, governments may impose additional similar restrictions. In addition, the impact of COVID-19 or other public health events may adversely affect our operations or the health of our workforce and the workforces of our customers and service providers by rendering employees or contractors unable to work or unable to access our and their facilities for an indefinite period of time. There can be no assurance that our personnel will not be impacted by these pandemic diseases or ultimately lead to a reduction in our workforce productivity or increased medical costs or insurance premiums as a result of these health risks. Further, the technology required for the corresponding transition to remote work increases our vulnerability to cybersecurity threats, including threats to gain unauthorized access to sensitive information or to render data or systems unusable, the impact of which may have material adverse effects on our business and operations. See “General risk factors—A cyber incident could result in information theft, data corruption, operational disruption and/or financial loss” below. As the potential impact from COVID-19 is uncertain due to the ongoing and dynamic nature of the circumstances, it is difficult to predict the extent to which it may negatively affect our business, including, without limitation, our operating results, financial position and liquidity, the duration of any potential disruption of our business, how and the degree to which the pandemic may impact our customers, supply chain and distribution network, the health of our employees, the productivity and sustainability of our workforce, our insurance premiums, costs attributable to our emergency measures, payments from customers and uncollectible accounts, limitations on travel, the availability of industry experts and qualified personnel and the market for our securities. Any potential impact will depend on future developments and new information that may emerge regarding the severity and duration of COVID-19 and its variants, the actions taken by authorities to contain it or treat its impact, and the availability and acceptance of vaccines, all of which are beyond our control. These potential impacts, while uncertain, could continue to adversely affect global economies and financial markets and result in a persistent economic downturn that could continue to have an adverse effect on the industries in which we and our customers operate and on the demand for our products, our operating results and our future prospects. A substantial or extended decline in commodity prices, for crude oil and, to a lesser extent, natural gas and NGLs, may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments. The prices we receive for our crude oil and, to a lesser extent, natural gas and NGLs, heavily influence our revenue, profitability, cash flow from operations, access to capital and future rate of growth. Crude oil, natural gas and NGLs are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for crude oil, natural gas and NGLs have been volatile, and these markets will likely continue to be volatile in the future. The prices we receive for our production, and the levels of our production, depend on numerous factors beyond our control. These factors include the following: • worldwide and regional economic conditions impacting the global supply and demand for crude oil, natural gas and NGLs; • the actions of the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC oil-producing countries, including Russia; • the price and quantity of imports of foreign crude oil, natural gas and NGLs; 31 Table of Contents • political conditions in or affecting other crude oil, natural gas and NGL producing countries, including the current conflicts in and among the Middle East and conditions in South America, China, India and Russia; • the level of global exploration and production; • the level of global crude oil, natural gas and NGL inventories; • events that impact global market demand, including impacts from global health epidemics and concerns, such as the COVID-19 pandemic; • localized supply and demand fundamentals and regional, domestic and international transportation availability; • weather conditions and natural disasters; • domestic and foreign governmental regulations and policies, including environmental requirements; • speculation as to future commodity prices and the speculative trading of crude oil and natural gas futures contracts; • stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of crude oil, natural gas and NGLs and related infrastructure; • price and availability of competitors’ supplies of crude oil, natural gas and NGLs; • technological advances affecting energy consumption; and • the price and availability of alternative fuels. Substantially all of our crude oil and natural gas production is sold to purchasers under short-term (less than 12-month) contracts at market-based prices, and our NGL production is sold to purchasers under long-term (more than 12-month) contracts at market-based prices. Low crude oil, natural gas and NGL prices will reduce our cash flows, borrowing ability, the present value of our reserves and our ability to develop future reserves. See “Risks related to our financial position—Our exploration, development and exploitation projects require substantial capital expenditures. We may be unable to obtain needed capital or financing on satisfactory terms, which could lead to expiration of our leases or a decline in our estimated net crude oil and natural gas reserves.” below. Low crude oil, natural gas and NGL prices may also reduce the amount of crude oil, natural gas and NGLs that we can produce economically and may affect our proved reserves. See also “Our estimated net proved reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves” below. Drilling for and producing crude oil and natural gas are high-risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations. We use some of the latest available horizontal drilling and completion techniques, which involve risk and uncertainty in their application. Our future financial condition and results of operations will depend on the success of our exploitation, exploration, development and production activities. Our crude oil and natural gas E&P activities are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable crude oil or natural gas production. Our decisions to purchase, explore, develop or otherwise exploit drilling locations or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. For a discussion of the uncertainty involved in these processes, see “Our estimated net proved reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves” below. Our cost of drilling, completing and operating wells is often uncertain before drilling commences. Overruns in planned expenditures are common risks that can make a particular project uneconomical. Further, many factors may curtail, delay or cancel our scheduled drilling projects, including the following: • shortages of or delays in obtaining equipment and qualified personnel; • facility or equipment malfunctions and/or failure; • unexpected operational events, including accidents; • pressure or irregularities in geological formations; • adverse weather conditions, such as blizzards, ice storms and floods; • reductions in crude oil, natural gas and NGL prices; • inflation in exploration and drilling costs; • disruptions in our supply chain for raw materials, chemicals and equipment; 32 Table of Contents • delays imposed by or resulting from compliance with regulatory requirements; • proximity to and capacity of transportation facilities; • contractual disputes; • title problems; and • limitations in the market for crude oil and natural gas. Our operations involve utilizing the latest drilling and completion techniques as developed by us and our service providers in order to maximize cumulative recoveries and therefore generate the highest possible returns. Risks that we face while drilling include, but are not limited to, the following: • spacing of wells to maximize production rates and recoverable reserves; • landing the well bore in the desired drilling zone; • staying in the desired drilling zone while drilling horizontally through the formation; • running the casing the entire length of the well bore; and • the ability to run tools and other equipment consistently through the horizontal well bore. Risks that we face while completing our wells include, but are not limited to, the following: • the ability to fracture stimulate the planned number of stages; • the ability to run tools the entire length of the well bore during completion operations; • the ability to successfully clean out the well bore after completion of the final fracture stimulation stage; and • protecting nearby producing wells from the impact of fracture stimulation. Ultimately, the success of these drilling and completion techniques can only be evaluated over time as more wells are drilled and production profiles are established over a sufficiently long time period. If our drilling results are less than anticipated or we are unable to execute our drilling program because of capital constraints, lease expirations, access to gathering systems and limited takeaway capacity or otherwise, and/or crude oil, natural gas and NGL prices decline, the return on our investment for certain projects may not be as attractive as we anticipate. Further, as a result of any of these developments, we could incur material write-downs of our oil and gas properties and the value of our undeveloped acreage could decline in the future. Our estimated net proved reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves. The process of estimating crude oil and natural gas reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to current and future economic conditions and commodity prices. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves shown in this Annual Report on Form 10-K. See “Item 1. Business—Exploration and Production Operations” for information about our estimated crude oil and natural gas reserves and the PV-10 and Standardized Measure as of December 31, 2021, 2020 and 2019. In order to prepare our estimates, we must project production rates and the timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as crude oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. Although the reserve information contained herein is reviewed by our independent reserve engineers, estimates of crude oil and natural gas reserves are inherently imprecise. Actual future production, crude oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves will vary from our estimates. Any significant variance could materially affect the estimated quantities and present value of reserves shown in this Annual Report on Form 10-K. In addition, we may adjust estimates of net proved reserves to reflect production history, results of exploration and development, prevailing crude oil and natural gas prices and other factors, many of which are beyond our control. Due to the limited production history of our undeveloped acreage, the estimates of future production associated with such properties may be subject to greater variance to actual production than would be the case with properties having a longer production history. You should not assume that the present value of future net revenues from our estimated net proved reserves is the current market value of our estimated net crude oil and natural gas reserves. In accordance with SEC requirements, we based the estimated discounted future net revenues from our estimated net proved reserves on the unweighted arithmetic average of the 33 Table of Contents first-day-of-the-month price for the preceding 12 months without giving effect to derivative transactions. Actual future net revenues from our oil and gas properties will be affected by factors such as: • actual prices we receive for crude oil and natural gas; • actual cost of development and production expenditures; • the amount and timing of actual production; and • changes in governmental regulations or taxation. The timing of both our production and our incurrence of expenses in connection with the development and production of oil and gas properties will affect the timing and amount of actual future net revenues from estimated net proved reserves, and thus their actual present value. In addition, the 10% discount factor we use when calculating discounted future net revenues may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural industry in general. Actual future prices and costs may differ materially from those used in the present value estimates included in this Annual Report on Form 10-K. Any significant future price changes will have a material effect on the quantity and present value of our estimated net proved reserves. If crude oil, natural gas and NGL prices decline or for an extended period of time remain at depressed levels, we may be required to take write-downs of the carrying values of our oil and gas properties. We review our proved oil and gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. In addition, we assess our unproved properties periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our oil and gas properties, which may result in a decrease in the amount available under the Oasis Credit Facility. A write-down constitutes a non-cash charge to earnings. The unavailability or high cost of additional drilling rigs, equipment, supplies, personnel and oilfield services or the unavailability of sufficient transportation for our production could adversely affect our ability to execute our exploration and development plans within our budget and on a timely basis. Our industry is cyclical and, from time to time, there is a shortage of drilling rigs, equipment, supplies or qualified personnel. During these periods, the costs of rigs, equipment, supplies and personnel are substantially greater and their availability to us may be limited. Additionally, these services may not be available on commercially reasonable terms. Shortages or the high cost of drilling rigs, equipment, supplies, personnel or oilfield services or the unavailability of sufficient transportation for our production could delay or adversely affect our development and exploration operations or cause us to incur significant expenditures that are not provided for in our capital plan, which could have a material adverse effect on our business, financial condition or results of operations. Additionally, compliance with new or emerging legal requirements that affect midstream operations in North Dakota or Montana may reduce the availability of transportation for our production. For example, the NDIC adopted regulations in 2013 that impose more rigorous pipeline development standards on midstream operators, some of whom we rely on to construct and operate pipeline infrastructure to transport the crude oil and natural gas we produce. All of our producing properties and operations are located in the Williston Basin, making us vulnerable to risks associated with operating in a concentrated geographic area. Our producing properties are geographically concentrated in the Williston Basin in northwestern North Dakota and northeastern Montana. As a result, we may be disproportionately exposed to the impact of economics in the Williston Basin or delays or interruptions of production from those wells caused by transportation capacity constraints, curtailment of production, availability of equipment, facilities, personnel or services, significant governmental regulation, natural disasters, adverse weather conditions, plant closures for scheduled maintenance or interruption of transportation of crude oil or natural gas produced from the wells in those areas. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic crude oil and natural gas producing areas such as the Williston Basin, which may cause these conditions to occur with greater frequency or magnify the effect of these conditions. Our crude oil, natural gas and NGLs are sold in a limited number of geographic markets and each has a generally fixed amount of storage and processing capacity. As a result, if such markets become oversupplied with crude oil, natural gas and/or NGLs, it could have a material negative effect on the prices we receive for our products and therefore an adverse effect on our financial condition and results of operations. Variances in quality may also cause differences in the value received for our products. 34 Table of Contents Due to the concentrated nature of our portfolio of properties, a number of our properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio of properties. The impact of regional economics or delays or interruptions of production in an area could have a material adverse effect on our financial condition and results of operations. Our operations on the Fort Berthold Indian Reservation of the Three Affiliated Tribes in North Dakota are subject to various federal, state, local and tribal regulations and laws, any of which may increase our costs and have an adverse impact on our ability to effectively conduct our operations. Various federal agencies within the U.S. Department of the Interior (the “Department of the Interior”), particularly the BIA and the Office of Natural Resource Revenue, along with the Three Affiliated Tribes of the Fort Berthold Indian Reservation (“MHA Nation”), promulgate and enforce regulations pertaining to operations on the Fort Berthold Indian Reservation. In addition, the MHA Nation is a sovereign nation having the right to enforce laws and regulations independent from federal, state and local statutes and regulations. These tribal laws and regulations include various taxes, fees, approvals and other conditions that apply to lessees, operators and contractors conducting operations on the Fort Berthold Indian Reservation. Lessees and operators conducting operations on tribal lands may be subject to the MHA Nation’s court system. Recently, on February 4, 2022, the Department of the Interior issued an official opinion stating that the minerals beneath the Missouri River riverbed located on the Fort Berthold Indian Reservation belong to the MHA Nation and not the state of North Dakota, overturning a 2020 Trump-agency decision that gave the state of North Dakota ownership. One or more of these factors may increase our costs of doing business on the Fort Berthold Indian Reservation and may have an adverse impact on our ability to effectively transport products within the Fort Berthold Indian Reservation or to conduct our operations on such lands. We depend upon Crestwood, a third party midstream provider, for a large portion of our midstream services, and our failure to obtain and maintain access to the necessary infrastructure from Crestwood and other midstream providers to successfully deliver crude oil, natural gas and NGLs to market may adversely affect our earnings, cash flows and results of operations . Our delivery of oil, natural gas and NGLs depends upon the availability, proximity and capacity of pipelines, other transportation facilities and gathering and processing facilities primarily owned by Crestwood as well as other third-parties. The capacity of transmission, gathering and processing facilities may be insufficient to accommodate potential production from existing and new wells, which may result in substantial discounts in the prices we receive for our oil, natural gas and NGLs or result in the shut-in of producing wells or the delay or discontinuance of development plans for properties. Our ability to secure access to pipeline infrastructure on favorable economic terms could affect our competitive position. Historically our ownership interest in and control of OMP allowed us to exercise significant control over the development of midstream infrastructure to service our operations. However, as a result of the OMP Merger, we no longer control those operations and facilities and will be dependent on Crestwood and, to a lesser extent, other third-party providers for these services. Access to midstream assets may be unavailable due to market conditions or mechanical or other reasons. A lack of access to needed infrastructure, or an extended interruption of access to or service from our or third-party pipelines and facilities for any reason, including vandalism, sabotage or cyber-attacks on such pipelines and facilities or service interruptions, could result in adverse consequences to us, such as delays in producing and selling our crude oil, natural gas and NGLs. Our dependence on Crestwood and other third parties for transmission, gathering and processing services makes us dependent on them in order to get our crude oil, natural gas and NGLs to market. To the extent these services are delayed or unavailable, we would be unable to realize revenue from wells served by such facilities until suitable arrangements are made to market our production. Our failure to obtain these services on acceptable terms could materially harm our business. Legal and regulatory challenges to transportation may impact our ability to move volume. In addition, the impact of pending and future legal proceedings on these systems, pipelines and facilities can affect our ability to market our products and have a negative impact on realized pricing. In July 2020, the operator of DAPL was ordered by a U.S. District court to halt oil flow and empty the pipeline within 30 days while an environmental impact study (“EIS”) is completed. Also in July 2020, the U.S. Court of Appeals for the District of Columbia Circuit issued a temporary administrative stay while the court considers the merits of a longer-term emergency stay order through the appeals process. On January 26, 2021, the U.S. Court of Appeals for the District of Columbia Circuit upheld the U.S. District court’s ruling that an EIS is needed and also reaffirmed its earlier decision which allows DAPL to operate through the EIS process. The owners of DAPL appealed the lower court decision to the U.S. Supreme Court in September 2021; however, the appeal was rejected on February 22, 2022. The Corps continues to conduct the EIS, which is estimated to be completed no later than November 2022. Once the EIS is completed, the Corps will determine whether DAPL is safe to operate or must be shut down. We regularly use DAPL in addition to other outlets to market our crude oil to end markets. To mitigate the risks associated with a potential shutdown of DAPL, we have proactively arranged for portions of our crude oil volumes to be sold at alternative outlets at fixed differentials to NYMEX WTI. In the event DAPL were to cease operating, we would anticipate Williston Basin crude oil prices to weaken materially before improving as the market adapts to rail transportation. 35 Table of Contents A portion of our crude oil and NGL production is transported to market centers by rail. Potential crude oil or NGL train derailments or crashes as well as state or federal restrictions on the vapor pressure of crude oil transported by, or loaded on or unloaded from, railcars could also impact our ability to market and deliver our products and cause significant fluctuations in our realized crude oil and natural gas prices due to tighter safety regulations imposed on crude-by-rail transportation and interruptions in service. See “Item 1. Business—Regulation—Regulation of transportation and sales of crude oil” for more information about the regulations relating to the transport of crude oil by rail. Limited takeaway capacity can result in significant discounts to our realized prices. The crude oil business environment has historically been characterized by periods when crude oil production has surpassed local transportation and refining capacity, resulting in substantial discounts in the price received for crude oil versus prices quoted for NYMEX WTI crude oil. In the past, there have been periods when this discount has substantially increased due to the production of crude oil in the area increasing to a point that it temporarily surpasses the available pipeline transportation, rail transportation and refining capacity in the area. Expansions of both rail and pipeline facilities have reduced the prior constraint on crude oil transportation out of the Williston Basin and improved basin differentials received at the lease. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information about our realized crude oil prices and average price differentials relative to NYMEX WTI for the years ended December 31, 2021, 2020 and 2019. Additionally, the refining capacity in the U.S. Gulf Coast is insufficient to refine all of the light sweet crude oil being produced in the United States. The United States imports heavy crude oil and exports light crude oil to utilize the U.S. Gulf Coast refineries that have more heavy refining capacity. If light sweet crude oil production remains at current levels or continues to increase, demand for our light crude oil production could result in widening price discounts to the world crude oil prices and potential shut-in or reduction of production due to a lack of sufficient markets despite the lift on prior restrictions on the exporting of crude oil and natural gas from the United States. The development of our proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our undeveloped reserves may not be ultimately developed or produced. Approximately 31% of our estimated net proved reserves were classified as proved undeveloped as of December 31, 2021. Development of these reserves may take longer and require higher levels of capital expenditures than we currently anticipate. The future development of our proved undeveloped reserves is dependent on future commodity prices, costs and economic assumptions that align with our internal forecasts as well as access to liquidity sources, such as capital markets, the Oasis Credit Facility and derivative contracts. Delays in the development of our reserves or increases in costs to drill and develop such reserves will reduce the PV-10 of our estimated proved undeveloped reserves and future net revenues estimated for such reserves and may result in some projects becoming uneconomic. In addition, delays in the development of reserves could cause us to have to reclassify our proved reserves as unproved reserves. Unless we replace our crude oil and natural gas reserves, our reserves and production will decline, which could adversely affect our business, financial condition and results of operations. Unless we conduct successful development, exploitation and exploration activities or acquire properties containing proved reserves, our estimated net proved reserves will decline as those reserves are produced. Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our future crude oil and natural gas reserves and production, and therefore our cash flows and income, are highly dependent on our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional recoverable reserves. We may not be able to develop, exploit, find or acquire additional reserves to replace our current and future production at acceptable costs. If we are unable to replace our current and future production, the value of our reserves will decrease, and our business, financial condition and results of operations could be adversely affected. Our business is subject to operating risks that could result in substantial losses or liability claims, and we may not be insured for, or our insurance may be inadequate to protect us against, these risks. We are not insured against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect our business, financial condition or results of operations. Our E&P activities are subject to all of the operating risks associated with drilling for and producing crude oil and natural gas, including the possibility of: • environmental hazards, such as natural gas leaks, c rude oil and produced water spills, pipeline and tank ruptures, encountering naturally occurring radioactive materials and unauthorized discharges of brine, well stimulation and completion fluids, toxic gas, such as hydrogen sulfide, or other pollutants into the environment; • abnormally pressured formations; • shortages of, or delays in, obtaining water for hydraulic fracturing activities; 36 Table of Contents • supply chain disruptions which could delay or halt our development projects; • mechanical difficulties, such as stuck oilfield drilling and service tools and casing failure; • personal injuries and death; and • natural disasters. Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to us as a result of: • injury or loss of life; • damage to and destruction of property, natural resources and equipment; • pollution and other environmental damage; • regulatory investigations and penalties; • suspension of our operations; and • repair and remediation costs. Insurance against all operational risk is not available to us. We are not fully insured against all risks, including development and completion risks that are generally not recoverable from third parties or insurance. In addition, pollution and environmental risks generally are not fully insurable. Also, we may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition and results of operations. Drilling locations that we decide to drill may not yield crude oil or natural gas in commercially viable quantities. Our drilling locations are in various stages of evaluation, ranging from a location which is ready to drill to a location that will require substantial additional interpretation. There is no way to predict in advance of drilling and testing whether any particular location will yield crude oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable. The use of technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether crude oil or natural gas will be present or, if present, whether crude oil or natural gas will be present in sufficient quantities to be economically viable. Even if sufficient amounts of crude oil or natural gas exist, we may damage the potentially productive hydrocarbon bearing formation or experience mechanical difficulties while drilling or completing the well, resulting in a reduction in production from the well or abandonment of the well. If we drill additional wells that we identify as dry holes in our current and future drilling locations, our drilling success rate may decline and materially harm our business. We cannot assure you that the analogies we draw from available data from other wells, more fully explored locations or producing fields will be applicable to our drilling locations. Further, initial production rates reported by us or other operators in the Williston Basin may not be indicative of future or long-term production rates. In sum, the cost of drilling, completing and operating any well is often uncertain, and new wells may not be productive. Our potential drilling location inventories are scheduled to be drilled over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. Our management has identified and scheduled drilling locations as an estimation of our future multi-year drilling activities on our existing acreage. These potential drilling locations, including those without proved undeveloped reserves, represent a significant part of our execution strategy. Our ability to drill and develop these locations is subject to a number of uncertainties, including the availability of capital, seasonal conditions, regulatory approvals, crude oil and natural gas prices, costs and drilling results. In addition, we may not be able to raise the substantial amount of capital that would be necessary to drill a substantial portion of our potential drilling locations. See also “Risks related to our financial position—Our exploration, development and exploitation projects require substantial capital expenditures. We may be unable to obtain needed capital or financing on satisfactory terms, which could lead to expiration of our leases or a decline in our estimated net crude oil and natural gas reserves.” Because of these uncertainties, we do not know if the numerous potential drilling locations we have identified will ever be drilled or if we will be able to produce crude oil or natural gas from these or any other potential drilling locations. Pursuant to existing SEC rules and guidance, subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years of the date of booking. These rules and guidance may limit our potential to book additional proved undeveloped reserves as we pursue our drilling program. 37 Table of Contents Certain of our undeveloped leasehold acreage is subject to leases that will expire over the next several years unless production is established on units containing the acreage, the primary term is extended through continuous drilling provisions or the leases are renewed. Failure to drill sufficient wells in order to hold acreage will result in a substantial lease renewal cost, or if renewal is not feasible, loss of our lease and prospective drilling opportunities . As of December 31, 2021, approximately 99% of our total net acreage in the Williston Basin was held by production. The leases for our net acreage not held by production will expire at the end of their primary term unless production is established in paying quantities under the units containing these leases, the leases are held beyond their primary terms under continuous drilling provisions or the leases are renewed. In the Williston Basin, our acreage must be drilled before lease expiration, generally within three to five years, in order to hold the acreage by production. Unless production is established within the spacing units covering the undeveloped acres on which some of the locations are identified, the leases for such acreage will expire. As of December 31, 2021, we had an aggregate of 1,115 net acres expiring in 2022, 161 net acres expiring in 2023 and 864 net acres expiring in 2024 in the Williston Basin. The cost to renew such leases may increase significantly and we may not be able to renew such leases on commercially reasonable terms or at all. In addition, on certain portions of our acreage, third-party leases become immediately effective if our leases expire. Our ability to drill and develop these locations depends on a number of uncertainties, including crude oil and natural gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, gathering system and pipeline transportation constraints, access to and availability of water sourcing and distribution systems, regulatory approvals and other factors. As such, our actual drilling activities may materially differ from our current expectations, which could adversely affect our business. During the period from January 1, 2020 through November 19, 2020 (Predecessor) and the year ended December 31, 2019 (Predecessor), we recorded non-cash impairment charges of $401.1 million and $5.4 million, respectively, on our unproved properties due to expiring leases, periodic assessments and drilling plan uncertainty on certain acreage of our unproved properties. We did not record any impairment charges on unproved properties during the year ended December 31, 2021 (Successor) or the period from November 20, 2020 through December 31, 2020 (Successor). We will not be the operator on all of our drilling locations, and, therefore, we will not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated assets. We may enter into arrangements with respect to existing or future drilling locations that result in a greater proportion of our locations being operated by others. As a result, we may have limited ability to exercise influence over the operations of the drilling locations operated by our partners. Dependence on the operator could prevent us from realizing our target returns for those locations. The success and timing of exploration and development activities operated by our partners will depend on a number of factors that will be largely outside of our control, including: • the timing and amount of capital expenditures; • the operator’s expertise and financial resources; • approval of other participants in drilling wells; • selection of technology; and • the rate of production of reserves, if any. This limited ability to exercise control over the operations of some of our drilling locations may cause a material adverse effect on our results of operations and financial condition. Our operations are subject to environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities. Our operations are subject to stringent federal, tribal, regional, state and local laws and regulations governing occupational health and safety aspects, the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations that are applicable to our operations and services. The trend of more expansive and stringent environmental and occupational health and safety legislation and regulations applied to the oil and gas industry could continue, resulting in material increases in our costs of doing business and consequently affecting profitability. See “Item 1. Business—Regulation—Environmental and occupational health and safety regulation” for more discussion on these environmental and occupational health and safety matters. Compliance with existing environmental and occupational safety and health laws, regulations, executive orders and other regulatory initiatives, or any other such new legal requirements, could, among other things, require us or our customers to install new or modified emission controls on equipment or processes, incur longer permitting timelines, and incur significantly increased capital or operating expenditures, which costs may be significant. One or more of these developments that impact us or our customers could have a material adverse effect on our business, results of operations and financial condition and reduce demand for our midstream services. 38 Table of Contents Failure to comply with federal, state and local laws and regulations could adversely affect our ability to produce, gather and transport our crude oil and natural gas and may result in substantial penalties. Our operations are substantially affected by federal, state and local laws and regulations, particularly as they relate to the regulation of crude oil and natural gas production and transportation. These laws and regulations include regulation of crude oil and natural gas exploration and production and related operations, including a variety of activities related to the drilling of wells, and the interstate transportation of crude oil and natural gas by federal agencies such as FERC, as well as state agencies. We may incur substantial costs in order to maintain compliance with these laws and regulations. Due to recent incidents involving the release of crude oil and natural gas and fluids as a result of drilling activities in the United States, there have been a variety of regulatory initiatives at the federal and state levels to restrict crude oil and natural gas drilling operations in certain locations. Any increased regulation or suspension of crude oil and natural gas exploration and production, or revision or reinterpretation of existing laws and regulations, that arise out of these incidents or otherwise could result in delays and higher operating costs. Such costs or significant delays could have a material adverse effect on our business, financial condition and results of operations. With regard to our physical purchases and sales of energy commodities, we must also comply with anti-market manipulation laws and related regulations enforced by FERC, the CFTC and the FTC. To the lesser extent we are a shipper on interstate pipelines, we must comply with the FERC-approved tariffs of such pipelines and with federal policies related to the use of interstate capacity. Should we fail to comply with all applicable statutes, rules, regulations and orders of FERC, the CFTC or the FTC, we could be subject to substantial penalties and fines. Our operations are subject to a series of risks arising out of the threat of climate change, energy conservation measures or initiatives that stimulate demand for alternative forms of energy that could result in increased operating costs, restrictions on drilling and reduced demand for the crude oil and natural gas that we produce. The threat of climate change continues to attract considerable attention in the United States and foreign countries. As a result, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs as well as to eliminate such future emissions. As a result, our operations are subject to a series of regulatory, political, litigation and financial risks associated with the production and processing of fossil fuels and emission of GHGs. See “Item 1. Business—Regulation—Environmental and occupational health and safety regulation” for more discussion on the threat of climate change and restriction of GHG emissions. The adoption and implementation of any international, federal, regional or state legislation, executive actions, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas industry or otherwise restrict the areas in which this industry may produce crude oil and natural gas or generate GHG emissions could result in increased compliance costs or costs of consuming fossil fuels. Such legislation, executive actions or regulations could result in increased costs of our compliance or costs of consuming, and thereby reduce demand for crude oil and natural gas. Additionally, political, financial and litigation risks may result in us restricting, delaying or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing the ability to continue to operate in an economic manner. The occurrence of one or more of these developments could have a material adverse effect on our business, financial condition, results of operations and cash flows. Increasing attention and federal actions in regards to Environmental, Social or Governance (“ESG”) matters may impact our business. Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG practices. Companies which do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected. Increasing attention to climate change, increasing societal expectations on companies to address climate change, and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for our hydrocarbon products and midstream services, reduced profits, increased governmental investigations and private litigation against us, and negative impacts on our stock price and access to capital markets. As part of our ongoing effort to enhance our ESG practices, our Board of Directors has established the Nominating, Environmental, Social and Governance Committee, which is charged with overseeing our ESG policies. Committee members are expected to review the implementation and effectiveness of our ESG programs and policies. Additionally, to help strengthen our ESG performance, we have implemented compensation practices focused on value creation and aligned with shareholder interests. Additionally, while we may elect to seek out various voluntary ESG targets in the future, such targets are aspirational. We may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including as a result of unforeseen costs or technical difficulties associated with achieving such results. To the extent we elected to pursue such targets and were able to achieve the desired target levels, such achievement may have been accomplished as a result of entering into various contractual arrangements, including the purchase of various credits or offsets that may be deemed to mitigate our ESG 39 Table of Contents impact instead of actual changes in our ESG performance. Notwithstanding our election to pursue aspirational targets in the future, we may receive pressure from investors, lenders or other groups to adopt more aggressive climate or other ESG-related goals, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Currently, there are no universal standards for such scores or ratings, but the importance of sustainability evaluations is becoming more broadly accepted by investors and shareholders. Such ratings are used by some investors to inform their investment and voting decisions. Additionally, certain investors use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. Moreover, certain members of the broader investment community may consider a company’s sustainability score as a reputational or other factor in making an investment decision. Consequently, a low sustainability score could result in exclusion of our common stock from consideration by certain investment funds, engagement by investors seeking to improve such scores and a negative perception of us by certain investors. Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of crude oil and natural gas wells and adversely affect our production. Hydraulic fracturing is an important and common practice that is used to stimulate production of natural gas and/or crude oil from dense subsurface rock formations. The process involves the injection of water, sand or other proppant and chemical additives under pressure into the targeted subsurface formations to fracture the surrounding rock and stimulate production. We routinely use hydraulic fracturing techniques in many of our drilling and completion programs. Hydraulic fracturing continues to be controversial in certain parts of the country, resulting in increased scrutiny and regulation of the hydraulic fracturing process, including by federal and state agencies and local municipalities. See “Item 1. Business—Regulation—Environmental and occupational health and safety regulation” for more discussion on these hydraulic fracturing matters. The adoption of any federal, state or local laws or the implementation of regulations or issuance of executive orders restricting hydraulic fracturing activities or locations or suspending or delaying the performance of hydraulic fracturing on federal properties or other locations could potentially result in an increase in our compliance costs, and a decrease in the completion of our new crude oil and natural gas wells, which could have a material adverse effect on our liquidity, results of operations, and financial condition. Restrictions, delays or bans on hydraulic fracturing could also reduce the amount of crude oil and natural gas that we are ultimately able to produce in commercial quantities, which adversely impacts our revenues and profitability. Our ability to produce crude oil and natural gas economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our drilling and completion operations or are unable to dispose of or recycle the water we use economically and in an environmentally safe manner. Water is an essential component of shale crude oil and natural gas production during both the drilling and hydraulic fracturing processes. Our access to water to be used in these processes may be adversely affected due to reasons such as periods of extended drought, private, third-party competition for water in localized areas or the implementation of local or state governmental programs to monitor or restrict the beneficial use of water subject to their jurisdiction for hydraulic fracturing to assure adequate local water supplies. The occurrence of these or similar developments may result in limitations being placed on allocations of water due to needs by third-party businesses with more senior contractual or permitting rights to the water. Our inability to locate or contractually acquire and sustain the receipt of sufficient amounts of water could adversely impact our E&P operations and have a corresponding adverse effect on our business, financial condition and results of operations. Additionally, operations associated with our production and development activities generate drilling muds, produced waters and other waste streams, some of which may be disposed of by means of injection into underground wells situated in non-producing subsurface formations. These injection wells are regulated pursuant to the UIC program established under the SDWA. See “Item 1. Business—Regulation—Environmental and occupational health and safety regulation” for more discussion on seismicity matters. Compliance with current and future environmental laws, executive orders, regulations and permit requirements governing the withdrawal, storage and use of surface water or groundwater necessary for hydraulic fracturing activities, the injection of waste streams into disposal wells, or any inability to secure transportation and access to disposal wells with sufficient capacity to accept all of our flowback and produced water on economic terms may increase our operating costs and cause delays, interruptions or termination of our operations, the extent of which cannot be predicted but that could be materially adverse to our business and results of operations. Competition in the oil and gas industry is intense, making it more difficult for us to acquire properties, market crude oil and natural gas and secure trained personnel. Our ability to acquire additional drilling locations and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment for acquiring 40 Table of Contents properties, market crude oil and natural gas and secure equipment and trained personnel. Also, there is substantial competition for capital available for investment in the oil and gas industry. Many of our competitors possess and employ financial, technical and personnel resources substantially greater than ours. Those companies may be able to pay more for productive oil and gas properties and exploratory drilling locations or to identify, evaluate, bid for and purchase a greater number of properties and locations than our financial or personnel resources permit. Furthermore, these companies may also be better able to withstand the financial pressures of unsuccessful drilling attempts, sustained periods of volatility in financial markets and generally adverse global and industry-wide economic conditions, and may be better able to absorb the burdens resulting from changes in relevant laws and regulations, which would adversely affect our competitive position. In addition, companies may be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. The cost to attract and retain qualified personnel has increased in recent years due to competition and may increase substantially in the future. We may also see corporate consolidations among our competitors, which could significantly alter industry conditions and competition within the industry. Further, the COVID-19 pandemic that began in early 2020 provides an illustrative example of how a pandemic or epidemic can also impact our operations and business by affecting the health of these qualified or trained personnel and rendering them unable to work or travel. We may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining qualified personnel and raising additional capital, which could have a material adverse effect on our business. The loss of senior management or technical personnel could adversely affect our operations. To a large extent, we depend on the services of our senior management and technical personnel. The loss of the services of our senior management or technical personnel could have a material adverse effect on our operations. The public health concerns posed by COVID-19 could pose a risk to our personnel and may render our personnel unable to work or travel. The extent to which COVID-19 may impact our personnel, and subsequently our business, cannot be predicted at this time. We continue to monitor impacts of COVID-19, have actively implemented policies and practices to address COVID-19, and may adjust our current policies and practices as more information and guidance become available. We do not maintain, nor do we plan to obtain, any insurance against the loss of any of these individuals. Seasonal weather conditions adversely affect our ability to conduct drilling activities in some of the areas where we operate. Our crude oil and natural gas operations are adversely affected by seasonal weather conditions. In the Williston Basin, drilling and other crude oil and natural gas activities cannot be conducted as effectively during the winter months. Severe winter weather conditions limit and may temporarily halt our ability to operate during such conditions. These constraints and the resulting shortages or high costs could delay or temporarily halt our operations and materially increase our operating and capital costs. We may be subject to risks in connection with acquisitions because of uncertainties in evaluating recoverable reserves, well performance and potential liabilities, as well as uncertainties in forecasting crude oil and natural gas prices and future development, production and marketing costs, and the integration of significant acquisitions may be difficult. We periodically evaluate acquisitions of reserves, properties, prospects and leaseholds and other strategic transactions that appear to fit within our overall business strategy. The successful acquisition of producing properties requires an assessment of several factors, including: • recoverable reserves; • future crude oil and natural gas prices and their appropriate differentials; • development and operating costs; • potential for future drilling and production; • validity of the seller’s title to the properties, which may be less than expected at the time of signing the purchase agreement; and • potential environmental and other liabilities, together with associated litigation of such matters. The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves. Inspections may not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. We often are not entitled to contractual indemnification for environmental liabilities or title defects in excess of the amounts claimed by us before closing and acquire properties on an “as is” basis. Indemnification from the sellers will generally be effective only during a limited time period after 41 Table of Contents the closing and subject to certain dollar limitations and minimums. We may not be able to collect on such indemnification because of disputes with the sellers or their inability to pay. Moreover, there is a risk that we could ultimately be liable for unknown obligations related to acquisitions, which could materially adversely affect our financial condition, results of operations or cash flows. Significant acquisitions and other strategic transactions may involve other risks, including: • diversion of our management’s attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions; • the challenge and cost of integrating acquired operations, information management and other technology systems and business cultures with those of our operations while carrying on our ongoing business; • difficulty associated with coordinating geographically separate organizations; • an inability to secure, on acceptable terms, sufficient financing that may be required in connection with expanded operations and unknown liabilities; and • the challenge of attracting and retaining personnel associated with acquired operations. The process of integrating assets could cause an interruption of, or loss of momentum in, the activities of our business. Members of our senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our business. If our senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer. The success of an acquisition will depend, in part, on our ability to realize anticipated opportunities from combining the acquired assets or operations with those of ours. Even if we successfully integrate the assets acquired, it may not be possible to realize the full benefits we may expect in estimated proved reserves, production volume, cost savings from operating synergies or other benefits anticipated from an acquisition or realize these benefits within the expected time frame. Anticipated benefits of an acquisition may be offset by operating losses relating to changes in commodity prices, in oil and gas industry conditions, by risks and uncertainties relating to the exploratory prospects of the combined assets or operations, failure to retain key personnel, an increase in operating or other costs or other difficulties. If we fail to realize the benefits we anticipate from an acquisition, our results of operations and stock price may be adversely affected. We may incur losses as a result of title defects in the properties in which we invest. It is our practice in acquiring crude oil and natural gas leases or interests not to incur the expense of retaining lawyers to examine the title to the mineral interest. Rather, we rely upon the judgment of crude oil and natural gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental office before attempting to acquire a lease in a specific mineral interest. Prior to the drilling of a crude oil or natural gas well, however, it is the normal practice in our industry for the person or company acting as the operator of the well to obtain a preliminary title review to ensure there are no obvious defects in the title to the well. Frequently, as a result of such examinations, certain curative work must be done to correct defects in the marketability of the title, and such curative work entails expense. Our failure to cure any title defects may adversely impact our ability in the future to increase production and reserves. There is no assurance that we will not suffer a monetary loss from title defects or title failure. Additionally, undeveloped acreage has greater risk of title defects than developed acreage. If there are any title defects or defects in assignment of leasehold rights in properties in which we hold an interest, we will suffer a financial loss. Disputes or uncertainties may arise in relation to our royalty obligations. Our production is subject to royalty obligations which may be prescribed by government regulation or by contract. These royalty obligations may be subject to changes in interpretation as business circumstances change and the law in jurisdictions in which we operate continues to evolve. For example, in 2019, the Supreme Court of North Dakota issued an opinion indicating a change in its interpretation of how certain gas royalty payments are calculated under North Dakota law with respect to certain state leases, which may require us to make additional royalty payments and reduce our revenues. Such changes in interpretation could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, such changes in interpretation could result in legal or other proceedings. Please see “We are from time to time involved in legal, governmental and regulatory proceedings that could result in substantial liabilities” for a discussion of risks related to such proceedings. 42 Table of Contents Risks related to our financial position Increased costs of capital could adversely affect our business. Our business and operating results can be harmed by factors such as the availability, terms and cost of capital, increases in interest rates or a reduction in credit rating. Changes in any one or more of these factors could cause our cost of doing business to increase, limit our access to capital, limit our ability to pursue acquisition opportunities, reduce our cash flows available for drilling and place us at a competitive disadvantage. Recent and continuing disruptions and volatility in the global financial markets may lead to an increase in interest rates or a contraction in credit availability impacting our ability to finance our operations. We require continued access to capital. A significant reduction in the availability of credit could materially and adversely affect our ability to achieve our planned operating results. Our revolving credit facility and the indentures governing our senior unsecured notes contain operating and financial restrictions that may restrict our business and financing activities. Our revolving credit facility and the indentures governing our senior unsecured notes contains a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things: • sell assets, including equity interests in our subsidiaries; • pay distributions on, redeem or repurchase our common stock or redeem or repurchase our debt; • make investments; • incur or guarantee additional indebtedness or issue preferred stock; • create or incur certain liens; • make certain acquisitions and investments; • redeem or prepay other debt; • enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; • consolidate, merge or transfer all or substantially all of our assets; • engage in transactions with affiliates; • create unrestricted subsidiaries; • enter into sale and leaseback transactions; and • engage in certain business activities. As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. Our ability to comply with some of the covenants and restrictions contained in our revolving credit facility and the indentures governing our senior unsecured notes may be affected by events beyond our control. If market or other economic conditions deteriorate or if crude oil, natural gas and NGL prices decline substantially or for an extended period of time from their current levels, our ability to comply with these covenants may be impaired. A failure to comply with the covenants, ratios or tests in our revolving credit facility, our senior unsecured notes or any future indebtedness could result in an event of default under which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. If an event of default occurs and remains uncured, the lenders under our revolving credit facility: • would not be required to lend any additional amounts to us; • could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable; • may have the ability to require us to apply all of our available cash to repay these borrowings; or • may prevent us from making debt service payments under our other agreements. A payment default or an acceleration under our revolving credit facility could result in an event of default and an acceleration under the indentures for our senior unsecured notes. If the indebtedness under our senior unsecured notes were to be accelerated, there can be no assurance that we would have, or be able to obtain, sufficient funds to repay such indebtedness in full. Our obligations under our revolving credit facility are collateralized by perfected first priority liens and security interests on substantially all of our oil and gas assets, including mortgage liens on oil and gas properties having at least 90% of the 43 Table of Contents reserve value as determined by reserve reports, and if we are unable to repay our indebtedness under the revolving credit facility, the lenders could seek to foreclose on our assets. Our level of indebtedness may increase and reduce our financial flexibility. As of December 31, 2021, we had no outstanding borrowings and $2.4 million of outstanding letters of credit under our revolving credit facility and $400.0 million of 6.375% senior unsecured notes outstanding. In the future, we may incur significant indebtedness in order to make future acquisitions or to develop our properties. An increase in our level of indebtedness could affect our operations in several ways, including the following: • a significant portion of our cash flows could be used to service our indebtedness; • a high level of debt would increase our vulnerability to general adverse economic and industry conditions; • the covenants contained in the agreements governing our outstanding indebtedness limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments; • our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry; • a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore, may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; • a high level of debt may make it more likely that a reduction in our borrowing base under the Oasis Credit Facility following a periodic redetermination could require us to repay a portion of our then-outstanding bank borrowings; and • a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes. A high level of indebtedness would increase the risk that we may default on our debt obligations. Our ability to meet our debt obligations and to maintain or reduce our level of indebtedness depends on our future performance. General economic conditions, crude oil, natural gas and NGL prices and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. If crude oil, natural gas and NGL prices decline substantially or for an extended period of time from their current levels, we may not be able to generate sufficient cash flows to pay the interest on our debt and future working capital, and borrowings or equity financing may not be available to pay or refinance such debt. Factors that will affect our ability to raise cash through an offering of our capital stock or a refinancing of our debt include financial market conditions, the value of our assets and our performance at the time we need capital. In addition, the revolving credit facility borrowing base is subject to periodic redeterminations. We could be forced to repay a portion of our bank borrowings under the revolving credit facility due to redeterminations of our borrowing base. If we are forced to do so, we may not have sufficient funds to make such repayments. If we do not have sufficient funds and are otherwise unable to negotiate renewals of our borrowings or arrange new financing, we may have to sell significant assets. Any such sale could have a material adverse effect on our business and financial results. We may not be able to generate enough cash flows to meet our debt obligations. We expect our earnings and cash flows to vary significantly from year to year due to the nature of our industry. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. Additionally, our future cash flows may be insufficient to meet our debt obligations and other commitments. Any insufficiency could negatively impact our business. A range of economic, competitive, business and industry factors will affect our future financial performance, and, as a result, our ability to generate cash flows from operations and to pay our debt obligations. Many of these factors, such as crude oil, natural gas and NGL prices, economic and financial conditions in our industry and the global economy and initiatives of our competitors, are beyond our control. If we do not generate enough cash flows from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as: • selling assets; • reducing or delaying capital investments; • seeking to raise additional capital; or • refinancing or restructuring our debt. If for any reason we are unable to meet our debt service and repayment obligations, we would be in default under the terms of the agreements governing our debt, which would allow our creditors at that time to declare all outstanding indebtedness to be due and payable, and our lenders could compel us to apply all of our available cash to repay our borrowings. If amounts 44 Table of Contents outstanding under our revolving credit facility were to be accelerated, we cannot be certain that our assets would be sufficient to repay in full the money owed to the lenders or to our other debt holders. Please see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” We own Crestwood common units and are exposed to the volatility, liquidity and other risks inherent in holding such units. As a result of the closing of the OMP Merger, we hold approximately 21.7% of Crestwood’s issued and outstanding common units, which are publicly traded on the New York Stock Exchange. The fair value of the units is subject to fluctuation in the future due to the volatility of the stock market, changes in general economic conditions, and the performance of Crestwood. While there is an established trading market for Crestwood’s common units, there are limitations on our ability to dispose of some or all of the units. In connection with the closing of the OMP Merger, we entered into a registration rights agreement with Crestwood, which enables us to sell our Crestwood common units but contains customary restrictions on our ability to do so. Future sales of Crestwood units would impact our ability to designate directors to Crestwood GP’s Board of Directors. Pursuant to the director nomination agreement entered into with Crestwood, we may designate two directors so long as we own at least 15% of Crestwood’s issued and outstanding common units, and we may designate one director if we hold at least 10% (but less than 15%) of Crestwood’s issued and outstanding common units. Our derivative activities could result in financial losses or could reduce our income. To achieve more predictable cash flows and to reduce our exposure to adverse fluctuations in the prices of crude oil and natural gas, we currently, and may in the future, enter into derivative arrangements for a portion of our crude oil and natural gas production, including collars and fixed-price swaps. We have not designated any of our derivative instruments as hedges for accounting purposes and record all derivative instruments on our balance sheet at fair value. Changes in the fair value of our derivative instruments are recognized in earnings. Accordingly, our earnings may fluctuate significantly as a result of changes in the fair value of our derivative instruments. Derivative arrangements also expose us to the risk of financial loss in some circumstances, including when: • production is less than the volume covered by the derivative instruments; • the counterparty to the derivative instrument defaults on its contract obligations; or • there is an increase in the differential between the underlying price in the derivative instrument and actual price received. In addition, some of these types of derivative arrangements limit the benefit we would receive from increases in the prices for crude oil and natural gas and may expose us to cash margin requirements. Our exploration, development and exploitation projects require substantial capital expenditures. We may be unable to obtain needed capital or financing on satisfactory terms, which could lead to expiration of our leases or a decline in our estimated net crude oil and natural gas reserves. Our exploration and development activities are capital intensive. We make and expect to continue to make substantial capital expenditures in our business for the development, exploitation, production and acquisition of crude oil and natural gas reserves. DeGolyer and MacNaughton projects that we will incur capital costs of $1.2 billion over the next five years to develop the proved undeveloped reserves in the Williston Basin covered by its December 31, 2021 reserve report. Please see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for more information about our capital expenditures. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, commodity prices, inflation in costs, actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological and competitive developments. We intend to finance our future capital expenditures primarily through cash flows provided by operating activities; however, our financing needs may require us to alter or increase our capitalization substantially through the issuance of additional debt or equity securities or the sale of non-strategic assets. The issuance of additional debt or equity may require that a portion of our cash flows provided by operating activities be used for the payment of principal and interest on our debt, thereby reducing our ability to use cash flows to fund working capital, capital expenditures and acquisitions or to pay dividends. The issuance of additional equity securities could have a dilutive effect on the value of our common stock. In addition, upon the issuance of certain debt securities (other than on a borrowing base redetermination date), our borrowing base under our revolving credit facility will be automatically reduced by an amount equal to 25% of the aggregate principal amount of such debt securities. Our cash flows provided by operating activities and access to capital are subject to a number of variables, including: • our estimated net proved reserves; • the level of crude oil, natural gas and NGLs we are able to produce from existing wells and new projected wells; 45 Table of Contents • the prices at which our crude oil, natural gas and NGLs are sold; • the costs of developing and producing our crude oil and natural gas production; • our ability to acquire, locate and produce new reserves; • the ability and willingness of our banks to lend; and • our ability to access the equity and debt capital markets. If the borrowing base under our revolving credit facility or our revenues decrease as a result of low crude oil, natural gas or NGL prices, operating difficulties, declines in reserves or for any other reason, we may have limited ability to obtain the capital necessary to sustain our operations at current levels. If additional capital is needed, we may not be able to obtain debt or equity financing on terms favorable to us, or at all. If cash generated by operations or cash available under the revolving credit facility is not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of our operations relating to development of our drilling locations, which in turn could lead to a possible expiration of our leases and a decline in our estimated net proved reserves, and could adversely affect our business, financial condition and results of operations. We may maintain material balances of cash and cash equivalents for extended periods of time at commercial banks in excess of amounts insured by government agencies such as the Federal Deposit Insurance Corporation. We may maintain material balances of cash and cash equivalents for extended periods of time at commercial banks in excess of amounts insured by government agencies such as the Federal Deposit Insurance Corporation (“FDIC”). A failure of our commercial banks could result in us losing any funds we have deposited in excess of amounts insured by the FDIC. Any losses we sustain on our cash deposits could materially adversely affect our financial position. The inability of one or more of our customers or affiliates to meet their obligations to us may adversely affect our financial results. Our principal exposures to credit risk are through receivables resulting from the sale of our crude oil and natural gas production, which we market to energy marketing companies, other producers, power generators, local distribution companies, refineries and affiliates, and joint interest receivables. We are subject to credit risk due to the concentration of our crude oil and natural gas receivables with several significant customers. This concentration of customers may impact our overall credit risk since these entities may be similarly affected by changes in economic and other conditions. We do not require all of our customers to post collateral. The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. See “Part II. Item 8.—Financial Statements and Supplementary Data—Note 21—Significant Concentrations” for additional information on significant concentrations with major customers. Joint interest receivables arise from billing entities who own a partial interest in the wells we operate. These entities participate in our wells primarily based on their ownership in leases on which we choose to drill. We have limited ability to control participation in our wells. For the year ended December 31, 2021 (Successor), we recorded an immaterial charge for changes in our estimate of expected credit losses. In addition, our crude oil and natural gas derivative arrangements expose us to credit risk in the event of nonperformance by counterparties. Derivative assets and liabilities arising from derivative contracts with the same counterparty are reported on a net basis, as all counterparty contracts provide for net settlement. At December 31, 2021, we had commodity derivatives in place with eight counterparties and a total net derivative liability of $204.7 million. Potential future legislation or the imposition of new or increased taxes or fees may generally affect the taxation of oil and natural gas exploration and development companies and may adversely affect our operations and cash flows. In past years, U.S. federal and state level legislation has been proposed that would, if enacted into law, make significant changes to U.S. tax laws, including to certain key U.S. federal and state income tax provisions currently available to oil and natural gas exploration and development companies. Such proposals include, but are not limited to, (i) an increase in the U.S. income tax rate applicable to corporations such as us and (ii) the elimination of tax subsidies for fossil fuels. The U.S. Congress could consider, and could include, some or all of these proposals in connection with future legislation or tax reform. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. Additionally, states in which we operate or own assets may impose new or increased taxes or fees on oil and natural gas extraction. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws or the imposition of new or increased taxes or fees on natural gas and oil extraction could adversely affect our operations and cash flows. 46 Table of Contents We may not be able to utilize all or a portion of our net operating loss carryforwards or other tax benefits to offset future taxable income for U.S. federal or state tax purposes, which could adversely affect our financial position, results of operations and cash flows. We may be limited in the portion of our net operating loss carryforwards (“NOLs”) that we can use in the future to offset taxable income for U.S. federal and state income tax purposes. Utilization of these NOLs depends on many factors, including our future taxable income, which cannot be assured. Under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation experiences an “ownership change,” any NOLs, losses or deductions attributable to a “net unrealized built-in loss” and other tax attributes (“Tax Benefits”) could be substantially limited, and timing of the usage of such Tax Benefits could be substantially delayed. A corporation generally will experience an ownership change if one or more stockholders (or group of stockholders) who are each deemed to own at least 5% of the corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Determining the limitations under Section 382 is technical and highly complex, and no assurance can be given that upon further analysis our ability to take advantage of our NOLs or other Tax Benefits may be limited to a greater extent than we currently anticipate. Upon our emergence from bankruptcy in November 2020, we experienced an ownership change. However, we believe that we qualified for and, as a result, utilized an exception under Section 382(l)(5) (the “Section 382(l)(5) Exception”) from the limitation that would otherwise be imposed under Section 382. However, if we were to experience a subsequent ownership change within the two-year period immediately following our emergence from bankruptcy, we would be precluded from utilizing any remaining pre-emergence NOLs following such subsequent ownership change. If we are limited in our ability to utilize our NOLs or other Tax Benefits in future years in which we have taxable income, we will pay more taxes than if we were able to utilize our NOLs and Tax Benefits fully, which could have a negative impact on our financial position, results of operations and cash flows. Additionally, we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership that we cannot predict or control that could result in further limitations being placed on our ability to utilize our NOLs and Tax Benefits, which could adversely affect our financial position, results of operations and cash flows. The enactment of derivatives legislation and regulation could have an adverse effect on our ability to use derivative instruments to reduce the negative effect of commodity price changes, interest rate and other risks associated with our business. In 2010, new comprehensive financial reform legislation, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), was enacted that establishes federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market. The Dodd-Frank Act requires the CFTC, the SEC and other regulators to promulgate rules and regulations implementing the new legislation. In its rulemaking under the Dodd-Frank Act, the CFTC has proposed new regulations to set position limits for certain futures, options and swap contracts in designated physical commodities, including, among others, crude oil and natural gas. The Dodd-Frank Act and CFTC rules have also designated certain types of swaps (thus far, only certain interest rate swaps and credit default swaps) for mandatory clearing and exchange trading, and may designate other types of swaps for mandatory clearing and exchange trading in the future. To the extent that we engage in such transactions or transactions that become subject to such rules in the future, we will be required to comply with the clearing and exchange trading requirements or to take steps to qualify for an exemption to such requirements. In addition, certain banking regulators and the CFTC have adopted final rules establishing minimum margin requirements for uncleared swaps. Although we expect to qualify for the non-financial end-user exception from margin requirements for swaps to other market participants, such as swap dealers, these rules may change the cost and availability of the swaps we use for hedging. If any of our swaps do not qualify for the non-financial end-user exception, we could be required to post initial or variation margin, which would impact liquidity and reduce our cash. This would in turn reduce our ability to execute hedges to reduce risk and protect cash flows. Other regulations to be promulgated under the Dodd-Frank Act also remain to be finalized. As a result, it is not possible at this time to predict with certainty the full effects of the Dodd-Frank Act and CFTC rules on us and the timing of such effects. The Dodd-Frank Act and regulations could significantly increase the cost of derivative contracts, materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, reduce our ability to monetize or restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. If we reduce our use of derivatives as a result of the Dodd-Frank Act and regulations, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Further, to the extent our revenues are unhedged, they could be adversely affected if a consequence of the Dodd-Frank Act and implementing regulations is to lower commodity prices. Any of these consequences could have a material adverse effect on our financial position, results of operations and cash flows. In addition, the European Union and other non-U.S. jurisdictions are implementing regulations with respect to the derivatives market. To the extent we transact with counterparties in foreign jurisdictions, we may become subject to such regulations. 47 Table of Contents Risks related to our common stock Our ability to declare and pay dividends is subject to certain considerations and limitations. Any payment of future dividends will be at the discretion of our Board of Directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our Board of Directors deems relevant. Cash dividend payments in the future may only be made out of legally available funds and, if we experience substantial losses, such funds may not be available. Certain covenants in our revolving credit facility may limit our ability to pay dividends. We can provide no assurance that we will continue to pay dividends at the current rate or at all. Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock. Our amended and restated certificate of incorporation authorizes our Board of Directors to issue preferred stock without stockholder approval. If our Board of Directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including: • advance notice provisions for stockholder proposals and nominations for elections to the Board of Directors to be acted upon at meetings of stockholders; and • limitations on the ability of our stockholders to call special meetings. Delaware law prohibits us from engaging in any business combination with any “interested stockholder,” meaning generally that a stockholder who beneficially owns more than 15% of our stock cannot acquire us for a period of three years from the date this person became an interested stockholder, unless various conditions are met, such as approval of the transaction by our Board of Directors. The exercise of all or any number of outstanding warrants or the issuance of stock-based awards may dilute your holding of shares of our common stock. We have outstanding warrants to purchase shares of our common stock at an exercise price of $90.57. In addition, as of February 21, 2022, approximately 1.4 million shares (excluding impacts from total shareholder return adjustments) of our common stock were reserved for future issuance under the Oasis Petroleum Inc. 2020 Long Term Incentive Plan (the “2020 LTIP”). The exercise of equity awards, including any stock options that we may grant in the future, warrants, and the sale of shares of our common stock underlying any such options or warrants, could have an adverse effect on the market for our common stock, including the price that an investor could obtain for their shares. The market price of our common stock is subject to volatility. The liquidity for our common shares has been below historical levels, and the market price of our common stock could be subject to wide fluctuations. If there is a thin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. The market price of our common stock can be affected by, numerous factors, many of which are beyond our control. These factors include, among other things, actual or anticipated variations in our operating results and cash flow, the nature and content of our earnings releases, announcements or events that impact our products or services, customers, competitors or markets, business conditions in our markets and the general state of the securities markets and the market for energy-related stocks, as well as general economic and market conditions and other factors that may affect our future results. General risk factors We are from time to time involved in legal, governmental and regulatory proceedings that could result in substantial liabilities. Like other similarly-situated oil and gas companies, we are from time to time involved in various legal, governmental and regulatory proceedings in the ordinary course of business including, but not limited to, commercial disputes, claims from royalty and surface owners, property damage claims, personal injury claims, regulatory compliance matters, disputes with tax authorities and other matters. The outcome of such matters often cannot be predicted with certainty. If our efforts to defend ourselves in legal, governmental and regulatory matters are not successful, it is possible the outcome of one or more such 48 Table of Contents proceedings could result in substantial liability, penalties, sanctions, judgments, consent decrees or orders requiring a change in our business practices, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Judgments and estimates to determine accruals related to legal, governmental and regulatory proceedings could change from period to period, and such changes could be material. Terrorist attacks or cyber-attacks could have a material adverse effect on our business, financial condition or results of operations. Terrorist attacks or cyber-attacks may significantly affect the energy industry, including our operations and those of our potential customers, as well as general economic conditions, consumer confidence and spending and market liquidity. Strategic targets, such as energy-related assets, may be at greater risk of future attacks than other targets in the United States. Also, destructive forms of protests and opposition by extremists and other disruptions, including acts of sabotage or eco-terrorism, against crude oil and natural gas development and production or midstream processing or transportation activities could potentially result in damage or injury to persons, property or the environment or lead to extended interruptions of our operations. Our insurance may not protect us against such occurrences. Consequently, it is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition and results of operations. A cyber incident could result in information theft, data corruption, operational disruption and/or financial loss . The oil and gas industry has become increasingly dependent on digital technologies to conduct day-to-day operations, including certain midstream activities. For example, software programs are used to manage gathering and transportation systems and for compliance reporting. The use of mobile communication devices has increased rapidly. Industrial control systems such as SCADA (supervisory control and data acquisition) now control large scale processes that can include multiple sites and long distances, such as crude oil and natural gas pipelines. We depend on digital technology, including information systems and related infrastructure as well as cloud applications and services, to process and record financial and operating data and to communicate with our employees and business partners. Our business partners, including vendors, service providers and financial institutions, are also dependent on digital technology. The technologies needed to conduct midstream activities make certain information the target of theft or misappropriation. As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events, also has increased. A cyber attack could include gaining unauthorized access to digital systems or data for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. SCADA-based systems are potentially vulnerable to targeted cyber attacks due to their critical role in operations. Our technologies, systems, networks and data, and those of our business partners, may become the target of cyber attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information or other disruption of our business operations. In addition, certain cyber incidents, such as unauthorized surveillance or a cyber breach, may remain undetected for an extended period. A cyber incident involving our information systems or data and related infrastructure, or that of our business partners, including any vendor or service provider, could disrupt our business plans and negatively impact our operations in the following ways, among others: • supply chain disruptions, which could delay or halt development of additional infrastructure, effectively delaying the start of cash flows from the project; • delays in delivering or failure to deliver product at the tailgate of our facilities, resulting in a loss of revenues; • operational disruption resulting in loss of revenues; • events of non-compliance that could lead to regulatory fines or penalties; and • business interruptions that could result in expensive remediation efforts, distraction of management, damage to our reputation or a negative impact on the price of our units. Our implementation of various controls and processes, including globally incorporating a risk-based cyber security framework, to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure is costly and labor intensive. Moreover, there can be no assurance that such measures will be sufficient to prevent security breaches from occurring. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Our profitability may be negatively impacted by inflation in the cost of labor, materials and services. Although inflation in the United States has been relatively low in recent years, the U.S. economy has recently experienced a significant inflationary effect from, among other things, supply chain disruptions and governmental stimulus or fiscal policies 49 Table of Contents adopted in response to the COVID-19 pandemic. While we cannot predict any future trends in the rate of inflation, the global COVID-19 pandemic has brought unprecedented uncertainty to the near-term economic outlook. A significant increase in inflation would raise our costs for labor, materials and services, which would negatively impact our profitability and cash flows. Ineffective internal controls could impact our business and financial results. Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and financial results could be harmed and we could fail to meet our financial reporting obligations. Item 1B. Unresolved Staff Comments None. Item 2. Properties The information required by Item 2. is contained in Item 1. Business. Item 3. Legal Proceedings See “Part II, Item 8. Financial Statements and Supplementary Data—Note 22—Commitments and Contingencies,” which is incorporated herein by reference, for a discussion of material legal proceedings. Item 4. Mine Safety Disclosures Not applicable. 50 Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Registrant’s Common Equity. Our common stock is listed on the Nasdaq under the symbol “OAS”. Dividends. In 2021, we paid a regular cash dividend of $1.625 per share of common stock and a special cash dividend of $4.00 per share of common stock. Prior to 2021, we had not paid cash dividends on our common stock. On February 9, 2022, we declared a dividend of $0.585 per share of common stock ($2.34 per share annualized) payable on March 4, 2022 to shareholders of record as of February 21, 2022. Future dividend payments will depend on our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our Board of Directors deems relevant. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Dividends” for more information. Holders. As of February 21, 2022, the number of record holders of our common stock was seven. Based on inquiry, management believes that the number of beneficial owners of our common stock is approximately 17,417 as of February 21, 2022. On February 22, 2022, the last sale price of our common stock, as reported on the Nasdaq, was $122.50 per share. Unregistered Sales of Securities. There were no sales of unregistered securities during the year ended December 31, 2021. Issuer Purchases of Equity Securities. The following table contains information about our acquisition of equity securities during the three months ended December 31, 2021: Period Total Number of Shares Exchanged Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs October 1 – October 31, 2021 88,000 $ 119.59 88,000 $ 74,914 November 1 – November 30, 2021 592,235 126.47 592,235 — December 1 – December 31, 2021 — — — — 51 Table of Contents Stock Performance Graph. The following performance graph and related information is “furnished” with the SEC and shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically request that such information be treated as “soliciting material” or specifically incorporate such information by reference into such a filing. The performance graph shown below compares the cumulative total return to our common stockholders as compared to the cumulative total returns on the Standard and Poor’s 500 Index (“S&P 500”) and the Standard and Poor’s 500 Oil & Gas Exploration & Production Index (“S&P 500 O&G E&P”) for the period of November 20, 2020 (the date we emerged from bankruptcy and our common stock commenced trading) through December 31, 2021. The comparison was prepared based upon the following assumptions: 1. $100 was invested in our common stock, the S&P 500 and the S&P 500 O&G E&P on November 20, 2020 at the closing price on such date; and 2. Dividends were reinvested. 52 Table of Contents Item 6. Selected Financial Data Not applicable. 53 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The Consolidated Balance Sheets and Consolidated Statements of Operations have been recast from prior periods to reflect the OMP Merger (defined below) as a discontinued operation. Refer to “Part II, Item 8. Financial Statements and Supplementary Data—Note 6—Discontinued Operations.” In addition, the following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results, and the differences can be material. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report for an explanation of these types of statements. For discussion related to changes in financial condition and results of operations for the years ended December 31, 2020 and 2019, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 8, 2021. Overview We are an independent E&P company with quality and sustainable long-lived assets in the North Dakota and Montana regions of the Williston Basin. Our mission is to improve lives by safely and responsibly providing affordable, reliable and abundant energy. We are uniquely positioned with a best-in-class balance sheet and are focused on rigorous capital discipline and generating free cash flow by operating efficiently, safely and responsibly to develop our unconventional onshore oil-rich resources in the continental United States. Recent Developments Return of Capital Plan On February 9, 2022, we announced a plan to return $280 million of capital to shareholders over the next year ($70 million per quarter) through a combination of a base dividend (approximately $45 million), variable dividends and share repurchases. This return of capital plan represents a balanced approach that reflects our strategic goals of exercising capital discipline while delivering both return on and return of capital to shareholders. The Board of Directors has increased the quarterly base dividend by 17% from $0.50 per share of common stock to $0.585 per share of common stock and expects to pay an aggregate base dividend of $11.3 million per quarter during 2022. The Board of Directors declared the base dividend for the fourth quarter of 2021 of $0.585 per share of common stock ($2.34 per share annualized) payable on March 4, 2022 to shareholders of record as of February 21, 2022. In addition, the Board of Directors authorized a new $150.0 million share repurchase program to replace the $100.0 million share repurchase program that was fully utilized in 2021. We expect to return capital proportionately each quarter through 2022. After the end of each quarter, we expect to announce a variable dividend based on $70 million less cash utilized to pay the base dividend and repurchase shares during the prior quarter. See “Liquidity and Capital Resources” below for additional information. Williston Basin Acquisition On October 21, 2021, we completed our acquisition of approximately 95,000 net acres in the Williston Basin, effective April 1, 2021, from QEP Energy Company (“QEP”), a wholly-owned subsidiary of Diamondback Energy, Inc. for total cash consideration of $585.8 million (the “Williston Basin Acquisition”). The total cash consideration paid was comprised of a deposit of $74.5 million paid on May 3, 2021 and $511.3 million paid at closing on October 21, 2021. The Williston Basin Acquisition was funded with cash on hand, which included proceeds from the Permian Basin Sale (defined below) and the Oasis Senior Notes (defined below). Permian Basin Sale On June 29, 2021, we completed the sale of our upstream assets in the Texas region of the Permian Basin, effective March 1, 2021, to Percussion Petroleum Operating II, LLC (“Percussion”) for an aggregate purchase price of $450.0 million (the “Primary Permian Basin Sale”). The purchase price consisted of $375.0 million cash at closing and up to three earn-out payments of $25.0 million per year for each of 2023, 2024 and 2025 if the average daily settlement price of NYMEX West Texas Intermediate (“NYMEX WTI”) crude oil exceeds $60 per barrel for such year (the “Permian Basin Sale Contingent Consideration”). We received cash proceeds of $342.3 million after purchase price adjustments that were primarily related to cash flows from the effective date to the close date. The total consideration remains subject to earn-out payments related to the Permian Basin Sale Contingent Consideration. In addition to the Primary Permian Basin Sale, we also divested certain wellbore interests in the Texas region of the Permian Basin to separate buyers in the second quarter of 2021 (the “Additional Permian Basin Sale” and together with the Primary 54 Table of Contents Permian Basin Sale, the “Permian Basin Sale”). We received cash proceeds from the Additional Permian Basin Sale of $30.0 million. OMP Merger On October 25, 2021, OMP and OMP GP entered into the OMP Merger pursuant to which we agreed to sell to Crestwood our entire ownership of OMP common units and all of the limited liability company interests of OMP GP in exchange for $160.0 million in cash and approximately 21 million common units representing limited partner interests of Crestwood. The OMP Merger was unanimously approved by the Board of Directors of both Oasis and Crestwood and was also unanimously approved by the Board of Directors and Conflicts Committee of OMP GP. The OMP Merger was completed on February 1, 2022 and we own approximately 21.7% of Crestwood’s issued and outstanding common units, and we are Crestwood’s largest single customer. In connection with the closing of the OMP Merger, the Company and Crestwood executed a director nomination agreement pursuant to which we designated two directors to the Board of Directors of Crestwood GP. The OMP Merger represents a strategic shift for the Company and qualified for reporting as a discontinued operation. See “Item 8. Financial Statements and Supplementary Data—Note 5—Oasis Midstream Partners.” Change in Chief Executive Officer On April 13, 2021, Daniel E. Brown was appointed Chief Executive Officer of the Company. At the same time, Mr. Brown was also appointed to the Company’s Board of Directors. Mr. Brown replaced Douglas E. Brooks, who was previously appointed to serve as Chief Executive Officer on an interim basis. Mr. Brooks continues to serve in his role as Board Chair. Market Conditions and COVID-19 COVID-19 remains a global health crisis and there continues to be considerable uncertainty regarding the extent to which COVID-19 and its variants will continue to spread. Despite improvements in global economic activity levels and higher energy demand compared to 2020, the impacts of COVID-19 continue to be unpredictable, including the impacts of new virus strains, the risk of renewed restrictions and the uncertainty of successful administration of effective treatments and vaccines. We are unable to reasonably estimate the period of time that related conditions could exist or the extent to which they could impact our business, results of operations, financial condition or cash flows. Commodity prices have risen from historic lows in 2020; however, further negative impacts from COVID-19 may require us to adjust our business plan. We are committed to the health and safety of our employees, contractors and communities. We have established appropriate policies and procedures while we have continued to operate during the COVID-19 pandemic. All managers and supervisors have been trained on how to address positive COVID-19 cases, including procedures on notifying, tracking and communicating COVID-19 cases. Our Crisis Management Team continuously monitors public health data and guidance, engages with peer companies, and participates with industry associations to ensure alignment with guidance for employee health and safety. In September 2021, President Biden announced a COVID-19 action plan that would have the Occupational Safety and Health Administration (“OSHA”) develop an Emergency Temporary Standard (“ETS”) which may include new obligations for employers with one hundred or more employees with respect to vaccinations, testing and paid time off. In November 2021, OSHA published an ETS that requires covered employers to take affirmative steps to address COVID-19 safety, including having a written COVID-19 vaccination policy and having a process in place where employees are able to confidentially submit proof of vaccination status. The ETS also requires any employee who is not fully vaccinated to wear a face covering at the workplace, effective January 20, 2022, and be subject to regular COVID-19 testing, effective February 9, 2022. In connection with the ETS, we established a policy to comply with OSHA’s ETS on vaccination, testing and face coverings that applies to all of our employees. On January 13, 2022, the U.S. Supreme Court stayed the OSHA ETS. We monitor mandates related to COVID-19 at both the federal and state levels on an ongoing basis and continue to assess the potential impacts of those mandates. Commodity Prices Our revenue, profitability and ability to return cash to shareholders depend substantially on factors beyond our control, such as economic, political and regulatory developments as well as competition from other sources of energy. Prices for crude oil, natural gas and NGLs have experienced significant fluctuations in recent years and may continue to fluctuate widely in the future. In an effort to improve price realizations from the sale of our crude oil, natural gas and NGLs, we manage our commodities marketing activities in-house, which enables us to market and sell our crude oil, natural gas and NGLs to a broader array of potential purchasers. We enter into crude oil, natural gas and NGL sales contracts with purchasers who have access to transportation capacity, utilize derivative financial instruments to manage our commodity price risk and enter into physical 55 Table of Contents delivery contracts to manage our price differentials. Due to the availability of other markets and pipeline connections, we do not believe that the loss of any single customer would have a material adverse effect on our results of operations or cash flows. Please see “Part I, Item 1. Business—Exploration and Production Operations—Marketing and major customers.” Our average net realized crude oil prices and average price differentials are shown in the tables below for the periods presented: 2021 (Successor) Year ended December 31, 2021 (Successor) Q1 Q2 Q3 Q4 Average Realized Crude Oil Prices ($/Bbl) (1) $ 56.09 $ 65.53 $ 70.11 $ 76.37 $ 67.49 Average Price Differential ($/Bbl) (2) $ 1.58 $ 0.61 $ 0.43 $ 0.24 $ 0.70 Average Price Differential Percentage (2) 3 % 1 % 1 % 0.3 % 1 % Predecessor Successor 2020 Period from October 1, 2020 through November 19, 2020 Period from November 20, 2020 through December 31, 2020 Q1 Q2 Q3 Average Realized Crude Oil Prices ($/Bbl) (1) $ 43.22 $ 24.45 $ 38.52 $ 37.67 $ 43.36 Average Price Differential ($/Bbl) (2) $ 3.19 $ 2.90 $ 2.44 $ 2.07 $ 3.16 Average Price Differential Percentage (2) 7 % 11 % 6 % 5 % 7 % 2019 (Predecessor) Year ended December 31, 2019 (Predecessor) Q1 Q2 Q3 Q4 Average Realized Crude Oil Prices ($/Bbl) (1) $ 53.52 $ 58.87 $ 55.12 $ 53.66 $ 55.27 Average Price Differential ($/Bbl) (2) $ 1.30 $ 0.96 $ 1.30 $ 3.23 $ 1.68 Average Price Differential Percentage (2) 2 % 2 % 2 % 6 % 3 % __________________ (1) Realized crude oil prices do not include the effect of derivative contract settlements. (2) Price differential reflects the difference between our realized crude oil prices and NYMEX WTI crude oil index prices. We sell a significant amount of our crude oil production through gathering systems connected to multiple pipeline and rail facilities. As of December 31, 2021, 95% of our gross operated crude oil production was connected to gathering systems, which originate at the wellhead and reduce the need to transport barrels by truck from the wellhead. Our market optionality on these crude oil gathering systems allows us to shift volumes between pipeline and rail markets in order to optimize price realizations. Expansions of both rail and pipeline facilities in the Williston Basin has reduced prior constraints on crude oil takeaway capacity and improved our price differentials received at the lease. Results of Operations The OMP Merger qualified for reporting as a discontinued operation. Accordingly, the results of operations of OMP have been classified as discontinued operations in the Consolidated Statement of Operations for the year ended December 31, 2021 (Successor). Prior periods have been recast so that the basis of presentation is consistent with that of the 2021 consolidated financial statements. See “Item 8. Financial Statements and Supplementary Data—Note 6—Discontinued Operations” for additional information. In addition, we emerged from bankruptcy on November 19, 2020 (the “Emergence Date”) and adopted fresh start accounting, which resulted in us becoming a new entity for financial reporting purposes. Accordingly, the consolidated financial statements on or after November 19, 2020 are not comparable to the consolidated financial statements prior to that date. References to “Successor” relate to our financial position and results of operations as of and subsequent to the Emergence Date. References to “Predecessor” relate to our financial position prior to, and our results of operations through and including, the Emergence Date. Highlights During the year ended December 31, 2021 (Successor): • Production volumes averaged 58,032 Boepd (64% oil). • Lease operating expenses were $9.63 per Boe, compared to $9.27 per Boe during the period from November 20, 2020 through December 31, 2020 (Successor) and $7.55 per Boe during the period from January 1, 2020 through November 19, 2020 (Predecessor). • E&P and other capital expenditures, excluding capitalized interest and acquisition capital, were $168.4 million. 56 Table of Contents • Estimated net proved reserves were 250.9 MMBoe as of December 31, 2021, with a Standardized Measure of $2.7 billion and PV-10 of $3.1 billion. • Paid regular cash dividends of $1.625 per share of common stock and a special dividend of $4.00 per share of common stock. • Completed $100.0 million share repurchase program. Revenues Our crude oil and natural gas revenues are derived from the sale of crude oil and natural gas production. These revenues do not include the effects of derivative instruments and may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices. Our purchased oil and gas sales are primarily derived from the sale of crude oil and natural gas purchased through our marketing activities primarily to optimize transportation costs, for blending to meet pipeline specifications or to cover production shortfalls. Revenues and expenses from crude oil and natural gas sales and purchases are recorded on a gross basis when we act as a principal in these transactions by assuming control of the purchased crude oil or natural gas before it is transferred to the customer. In certain cases, we enter into sales and purchases with the same counterparty in contemplation of one another, and these transactions are recorded on a net basis. Our other services revenues are derived from equipment rentals, and also included revenues for well completion services and product sales prior to our transition of our well fracturing services from Oasis Well Services LLC (“OWS”), a wholly-owned subsidiary, to a third-party provider during the first quarter of 2020 (the “Well Services Exit”). Substantially all of our other services revenues are from services provided to our operated wells. Intercompany revenues for work performed for our ownership interests are eliminated in consolidation, and only the revenues related to non-affiliated interest owners and other third-party customers are included in other services revenues. The following table summarizes our revenues for the periods presented (in thousands): Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Revenues Crude oil revenues $ 910,381 $ 69,075 $ 522,812 $ 1,261,413 Natural gas revenues 289,875 17,070 78,698 146,396 Purchased oil and gas sales 378,983 20,633 237,111 481,014 Other services revenues 687 215 6,836 41,974 Total revenues $ 1,579,926 $ 106,993 $ 845,457 $ 1,930,797 57 Table of Contents The following table summarizes the changes in production and average realized prices for the periods presented: Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Production data Crude oil (MBbls) 13,489 1,593 14,226 Natural gas (MMcf) 46,157 5,008 42,199 Oil equivalents (MBoe) 21,182 2,428 21,258 Average daily production (Boepd) 58,032 57,809 65,612 Average sales prices Crude oil (per Bbl) Average sales price $ 67.49 $ 43.36 $ 36.75 Effect of derivative settlements (1) (18.94) — 11.38 Average realized price after the effect of derivative settlements (1) $ 48.55 $ 43.36 $ 48.13 Natural gas (per Mcf) (2) Average sales price $ 6.28 $ 3.41 $ 1.86 Effect of derivative settlements (1) (0.32) (0.01) — Average realized price after the effect of derivative settlements (1) $ 5.96 $ 3.40 $ 1.86 __________________ (1) The effect of derivative settlements includes the cash received or paid for the cumulative gains or losses on our commodity derivatives settled in the periods presented, but does not include proceeds from derivative liquidations or payments for derivative modifications. Our commodity derivatives do not qualify for or were not designated as hedging instruments for accounting purposes. (2) Natural gas prices include the value for natural gas and NGLs. Crude oil and natural gas revenues. Crude oil and natural gas revenues increased $512.6 million, or 75%, in 2021. This increase was attributable to a $676.3 million increase due to higher crude oil and natural gas sales prices, partially offset by a $163.8 million decrease due to lower crude oil and natural gas production sold. During the year ended December 31, 2021 (Successor), our crude oil and natural gas revenues were positively impacted by higher commodity prices compared to the previous year due largely to higher energy demand as a result of increased economic activity following severe COVID-19 restrictions during 2020. Excluding the effect of derivative settlements, average crude oil sales prices increased 80%, and average natural gas sales prices, which include the value for natural gas and NGLs, increased 209% year over year. Average daily production sold decreased by 6,685 Boepd year over year, primarily driven by a decrease of 5,353 Boepd due to the divestiture of our upstream assets in the Permian Basin on June 29, 2021. We closed the Williston Basin Acquisition on October 21, 2021, and average daily production from the Williston Basin Acquisition asset between the close date to December 31, 2021 was 21,226 Boepd. During the year ended December 31, 2021 (Successor), we completed and placed on production 22.3 total net operated wells in the Williston Basin. Purchased oil and gas sales. Purchased oil and gas sales, which consist primarily of the sale of crude oil purchased to optimize transportation costs, for blending to meet pipeline specifications or to cover production shortfalls, increased $121.2 million to $379.0 million for the year ended December 31, 2021 (Successor), primarily due to higher crude oil sales prices period over period, partially offset by lower crude oil volumes purchased and then subsequently sold. Other services revenues. Other services revenues decreased by $6.4 million to $0.7 million during the year ended December 31, 2021 (Successor), which was primarily attributable to a decrease in well completion revenues due to the Well Services Exit in the first quarter of 2020. 58 Table of Contents Expenses and other income The following table summarizes our operating expenses, gain (loss) on sale of properties, other income and expenses, income tax benefit, net income (loss) from continuing operations, income from discontinued operations attributable to Oasis, net of income tax and net income (loss) attributable to Oasis for the periods presented (in thousands, except per Boe of production): Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Operating expenses Lease operating expenses $ 203,933 $ 22,517 $ 160,406 $ 288,690 Other services expenses 47 — 6,658 28,761 Gathering, processing and transportation expenses 122,614 13,198 117,884 174,026 Purchased oil and gas expenses 379,972 20,278 229,056 474,914 Production taxes 76,835 5,938 45,439 112,592 Depreciation, depletion and amortization 126,436 13,789 271,002 771,640 Exploration expenses 2,760 — 2,748 6,658 Rig termination — — 1,279 384 Impairment 3 — 4,825,530 10,257 General and administrative expenses 80,688 14,803 144,700 128,595 Litigation settlement — — 22,750 20,000 Total operating expenses 993,288 90,523 5,827,452 2,016,517 Gain (loss) on sale of properties 222,806 11 10,396 (4,455) Operating income (loss) 809,444 16,481 (4,971,599) (90,175) Other income (expense) Net gain (loss) on derivative instruments (589,641) (84,615) 233,565 (106,314) Interest expense, net of capitalized interest (30,806) (2,020) (141,836) (159,287) Gain on extinguishment of debt — — 83,867 4,312 Reorganization items, net — — 665,916 — Other income (expense) (1,010) (401) 1,271 569 Total other income (expense), net (621,457) (87,036) 842,783 (260,720) Income (loss) from continuing operations 187,987 (70,555) (4,128,816) (350,895) Income tax benefit 973 3,447 262,962 32,715 Net income (loss) from continuing operations 188,960 (67,108) (3,865,854) (318,180) Income from discontinued operations attributable to Oasis, net of income tax 130,642 17,196 225,526 189,937 Net income (loss) attributable to Oasis $ 319,602 $ (49,912) $ (3,640,328) $ (128,243) Costs and expenses (per Boe of production) Lease operating expenses $ 9.63 $ 9.27 $ 7.55 $ 8.98 Gathering, processing and transportation expenses 5.79 5.44 5.55 5.41 Production taxes 3.63 2.45 2.14 3.50 Lease operating expenses. Lease operating expenses (“LOE”) increased $21.0 million year over year to $203.9 million for the year ended December 31, 2021 (Successor). This increase was due to a $32.0 million increase in the Williston Basin related to higher costs for gas lift of $10.9 million, fixed costs of $10.5 million and workover expenses of $9.3 million. These increases were offset by a decrease of $11.0 million for LOE in the Permian Basin due to the divestiture of those assets in June of 2021. LOE increased $1.91 per Boe to $9.63 per Boe due to a combination of higher costs and lower production volumes. Other services expenses. The $6.6 million decrease year over year was primarily attributable to a decrease in well completion expenses due to the Well Services Exit in the first quarter of 2020. 59 Table of Contents Gathering, processing and transportation expenses. Gathering, processing and transportation (“GPT”) expenses decreased $8.5 million year over year, which was attributable to a $3.4 million decrease in natural gas gathering and processing expenses and a $2.2 million decrease in crude oil gathering and transportation expenses, both related to a decrease in our production volumes. In addition, there was a decrease of $2.8 million related to non-cash valuation adjustments for pipeline imbalances. GPT per Boe was $5.79 for the year ended December 31, 2021 (Successor) and increased year over year due to lower production volumes. Purchased oil and gas expenses. Purchased oil and gas expenses, which represent the crude oil purchased primarily to optimize transportation costs, for blending to meet pipeline specifications or to cover production shortfalls, increased $130.7 million year over year to $380.0 million for the year ended December 31, 2021 (Successor) primarily due to higher crude oil prices period over period, partially offset by lower crude oil volumes purchased. Production taxes . Production taxes increased $25.5 million year over year to $76.8 million for the year ended December 31, 2021 (Successor) primarily due to higher crude oil and natural gas revenues. The production tax rate as a percentage of crude oil and natural gas sales was 6.4% for the year ended December 31, 2021(Successor), compared to 6.9% for the period from November 20, 2020 through December 31, 2020 (Successor) and 7.6% for the period from January 1, 2020 through November 19, 2020 (Predecessor). The production tax rate decreased year over year primarily due to a lower crude oil production mix in the Williston Basin. Depreciation, depletion and amortization. Depreciation, depletion and amortization (“DD&A”) expense decreased $158.4 million, or 56%, year over year to $126.4 million for the year ended December 31, 2021 (Successor). This decrease was primarily due to a decrease in DD&A related to oil and gas properties in the Williston Basin of $136.5 million, of which $133.8 million was due to a lower average unit-of-production rate and $2.7 million was due to lower production volumes. In the Williston Basin, the average unit-of-production DD&A rate decreased $6.55 per Boe, or 56%, in 2021 as compared to 2020 primarily due to a lower basis in our oil and gas properties due to write-downs during 2020. In addition, DD&A expense decreased $31.2 million due to a partial year of depletion expense on our Permian Basin properties that were sold in June of 2021. These decreases were offset by an increase in depreciation expense related to our fixed assets of $9.9 million due to a higher book basis in well fracturing equipment as a result of fresh start accounting fair value adjustments made in November 2020. Rig termination. There were no rig termination expenses recorded during the year ended December 31, 2021 (Successor) or for the period from November 20, 2020 through December 31, 2020 (Successor). We recorded $1.3 million of rig termination expenses for the period from January 1, 2020 through November 19, 2020 (Predecessor) to early terminate certain drilling rig contracts in the Permian Basin. Impairment. Impairment expenses were immaterial for the year ended December 31, 2021 (Successor). There were no impairment expenses for the period from November 20, 2020 through December 31, 2020 (Successor). We recorded impairment expenses of $4.8 billion for the period from January 1, 2020 through November 19, 2020 (Predecessor), primarily due to the following: • Proved oil and gas properties. The Predecessor recorded an impairment charge of $4.4 billion on its proved oil and gas properties, including $3.8 billion in the Williston Basin and $637.3 million in the Permian Basin for the period ended November 19, 2020, primarily due to a significant decline in commodity prices. • Unproved oil and gas properties . The Predecessor recorded impairment losses on its unproved oil and gas properties of $401.1 million for the period ended November 19, 2020 as a result of leases expiring or expected to expire, as well as drilling plan uncertainty on certain acreage of unproved properties. General and administrative expenses. Our general and administrative (“G&A”) expenses decreased $78.8 million year over year to $80.7 million for the year ended December 31, 2021 (Successor). This decrease was primarily due to lower employee compensation expenses due to a 21% decrease in employee headcount year over year, coupled with restructuring related expenses incurred during 2020. Cash G&A, a non-GAAP financial measure, was $2.18 per Boe during the year ended December 31, 2021 (Successor), compared to $5.04 per Boe during the period from November 20, 2020 through December 31, 2020 (Successor) and $4.52 per Boe during the period from January 1, 2020 through November 19, 2020 (Predecessor). For a definition of Cash G&A and a reconciliation of G&A to Cash G&A, see “Non-GAAP Financial Measures” below. Litigation settlement. There were no litigation settlement expenses recorded during the year ended December 31, 2021 (Successor) or for the period from November 20, 2020 through December 31, 2020 (Successor). During the period from January 1, 2020 through November 19, 2020 (Predecessor), we recorded a loss accrual of $22.8 million for the remaining settlement of legal proceedings with Mirada Energy, LLC and certain related parties. See “Item 8. Financial Statements and Supplementary Data—Note 22—Commitments and Contingencies” for more information. Gain (loss) on sale of properties. For the year ended December 31, 2021 (Successor), we recognized a $222.8 million net gain on sale of properties primarily related to the Permian Basin Sale. For the period from January 1, 2020 through November 19, 60 Table of Contents 2020 (Predecessor), we recognized a $10.4 million net gain on sale of properties primarily related to the sale of certain oil and gas properties in the Williston Basin. For more information on our divestitures, see “Item 8. Financial Statements and Supplementary Data—Note 13—Acquisitions and Divestitures”. Derivative instruments. As a result of entering into derivative contracts and the effect of the forward strip commodity price changes, we recognize gains or losses on our derivative instruments for the change in their fair value during the period. During the year ended December 31, 2021 (Successor), we recorded a $589.6 million net loss on derivative instruments, primarily due to an unrealized loss of $319.5 million and a realized loss of $270.1 million. The unrealized loss includes a loss of $331.5 million related to our commodity derivative contracts, partially offset by a gain of $12.0 million related to the Permian Basin Sale Contingent Consideration. The realized loss includes $255.5 million related to settlement payments on crude oil derivative contracts and $14.7 million related to settlement payments on natural gas derivative contracts. During the 2020 Successor Period, we recognized an $84.6 million loss on derivative instruments, including net cash settlement payments of $0.1 million, for the decrease in the fair value of our derivative contracts as a result of an increase in forward commodity prices during the period. During the 2020 Predecessor Period, we recognized a $233.6 million gain on derivative instruments, including net cash settlement receipts of $224.4 million, of which $62.6 million was received for derivative contracts liquidated prior to their maturities. Interest expense, net of capitalized interest. Interest expense decreased $113.1 million year over year to $30.8 million for the year ended December 31, 2021 (Successor). The decrease was primarily due to interest expense related to the Predecessor’s senior unsecured notes of $92.5 million and the Predecessor’s revolving credit facility of $21.0 million that were recorded during the period from January 1, 2020 through November 19, 2020 (Predecessor), coupled with a specified default interest charge of $30.3 million that was incurred during the period from January 1, 2020 through November 19, 2020 (Predecessor) and was subsequently waived on the Emergence Date. These decreases were offset by interest expense recorded during the year ended December 31, 2021 (Successor) related to the Oasis Senior Notes (defined below) of $13.7 million and the Oasis Credit Facility (defined below) of $9.3 million, coupled with a fee of $7.8 million that was incurred to enter into a commitment letter for a senior secured second lien facility. The senior secured second lien facility was terminated prior to being drawn and was replaced with financing from the Oasis Senior Notes (defined below). For the year ended December 31, 2021 (Successor), the weighted average debt outstanding under the Oasis Credit Facility (defined below) was $65.5 million, and the weighted average interest rate incurred on outstanding borrowings under the Oasis Credit Facility (defined below) was 4.2%. Interest capitalized during the year ended December 31, 2021 (Successor) was $2.1 million. Gain on extinguishment of debt. There was no extinguishment of debt during the year ended December 31, 2021 (Successor). During the period from January 1, 2020 through November 19, 2020 (Predecessor), we repurchased an aggregate principal amount of $156.8 million of senior unsecured notes for an aggregate cost of $68.0 million and recognized a pre-tax gain of $83.9 million. Reorganization items, net. During the period from January 1, 2020 through November 19, 2020 (Predecessor), we recorded $665.9 million of net reorganization items related to our emergence from bankruptcy, consisting of (i) gains on the settlement of obligations under the Predecessor senior unsecured notes, (ii) fresh start accounting fair value adjustments, (iii) professional fees, (iv) the write-off of unamortized deferred financing costs and an unamortized debt discount and (v) fees associated with a debtor-in-possession credit facility. See “Item 8. Financial Statements and Supplementary Data—Note 3—Fresh Start Accounting” for more information on amounts recorded to reorganization items, net. Income tax benefit. Our income tax benefit for the year ended December 31, 2021 (Successor) was recorded at (0.3)% of pre-tax income. Our income tax benefit for the period from January 1, 2020 through November 19, 2020 (Predecessor) and the period from November 20, 2020 through December 31, 2020 (Successor) was recorded at 6.6% and 7.0% of pre-tax loss, respectively. Our effective tax rate for the year ended December 31, 2021 (Successor) was lower than the effective tax rate for the previous year primarily due to the impacts of the change in the valuation allowance, reorganization impacts and the impacts of non-controlling interests. Income from discontinued operations attributable to Oasis, net of income tax. Income from discontinued operations attributable to Oasis, net of income tax decreased $112.1 million year over year to $130.6 million during the year ended December 31, 2021 (Successor). The decrease was primarily due to $120.9 million of reorganization items recorded during the period from January 1, 2020 through November 19, 2020 (Predecessor) related to our emergence from bankruptcy, consisting of (i) fresh start accounting adjustments of $92.9 million and (ii) reorganization adjustments of $28.0 million. This decrease was coupled with higher midstream expenses of $68.5 million due to an increase in natural gas purchase costs and higher depreciation expense of $9.5 million, offset by higher midstream revenues of $61.6 million due to an increase in natural gas revenues and higher intercompany eliminations for LOE and GPT of $29.2 million. 61 Table of Contents Liquidity and Capital Resources Our primary sources of liquidity during the period covered by this report have been cash flows from operations, proceeds from the Permian Basin Sale, the issuance of the Oasis Senior Notes and OMP Senior Notes and proceeds from the OMP Equity Offering. Our primary uses of cash have been for net principal payments under the OMP Credit Facility (defined below), payments for derivative settlements and modifications, acquisition and development of oil and gas properties, interest payments on our long-term debt, dividends paid to our shareholders, payments to repurchase common stock under our share repurchase program and distributions to non-controlling interests. Upon closing of the OMP Merger on February 1, 2022, the OMP Senior Notes (defined below) were assumed by Crestwood and the OMP Credit Facility (defined below) was paid in full by Crestwood. In addition, following the OMP Merger, we will no longer make distributions to non-controlling interests, which represented the minority interest ownership of OMP. Crestwood has historically declared cash distributions to its common unitholders, and we expect to receive cash distributions from Crestwood of approximately $54 million in 2022. We have announced a plan to return $280 million of capital to shareholders over the next year (approximately $70 million per quarter) through a combination of a base dividend (approximately $45 million), variable dividends and share repurchases. This return of capital plan represents a balanced approach that reflects our strategic goals of exercising capital discipline while delivering both return on and return of capital to shareholders. The Board of Directors has increased the quarterly base dividend by 17% from $0.50 per share of common stock to $0.585 per share of common stock and expects to pay an aggregate base dividend of $11.3 million per quarter during 2022. We expect to return capital proportionately each quarter through 2022. After the end of each quarter, we expect to announce a variable dividend based on $70 million less cash utilized to pay the base dividend and repurchase shares during the prior quarter. Our cash flows depend on many factors, including the price of crude oil and natural gas and the success of our development and exploration activities as well as future acquisitions. We actively manage our exposure to commodity price fluctuations by executing derivative transactions to mitigate the change in crude oil and natural gas prices on our production, thereby mitigating our exposure to crude oil and natural gas price declines, but these transactions may also limit our cash flow in periods of rising crude oil and natural gas prices. During 2021, we entered into a series of transactions with derivative counterparties to modify the strike price of certain crude oil swap contracts. We modified the strike price on our 2022 crude oil swap contracts covering total notional volumes of 6,935 MBbls to a NYMEX WTI price of $70.00 per barrel from a weighted average price of $40.89 per barrel. In addition, we modified the strike price on our 2023 crude oil swap contracts covering total notional volumes of 5,110 MBbls to a NYMEX WTI price of $50.00 per barrel from a weighted average price of $43.68 per barrel. As of December 31, 2021, our derivative contracts in place cover 22,495 MBbls of our crude oil production from 2022 through 2023. For additional information on the impact of changing prices and our derivative arrangements on our financial position, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” as well as “Part I, Item 1A. Risk Factors”. Our material cash requirements from known obligations include repayment of outstanding principal and interest payment obligations under the Oasis Senior Notes, future obligations to plug, abandon and remediate our oil and gas properties at the end of their productive lives, and payment obligations pursuant to our operating and finance leases. There were no borrowings outstanding under the Oasis Credit Facility (defined below) as of December 31, 2021; however, on a quarterly basis, we pay a commitment fee of 0.5% on the average amount of borrowing base capacity not utilized during the quarter and fees calculated on the average amount of letter of credit balances outstanding during the quarter. We have contracts which include provisions for the delivery, transport, or purchase of a minimum volume of crude oil, natural gas, NGLs and water within specified time frames, the majority of which are ten years or less. Under the terms of these contracts, if we fail to deliver, transport or purchase the committed volumes we will be required to pay a deficiency payment for the volumes not tendered over the duration of the contract. The estimable future commitments under these agreements were approximately $547.7 million as of December 31, 2021. We recorded a liability as of December 31, 2021 on the Consolidated Balance Sheet of $11.9 million related to unfavorable contracts assumed in connection with the Williston Basin Acquisition where we determined it was probable we would not meet the minimum volume commitment. The future commitments related to these contracts are included in the above total estimable future commitments as of December 31, 2021. We believe we have adequate liquidity to fund our capital expenditures and to meet our obligations during the next 12 months and the foreseeable future. As of December 31, 2021, we had $619.7 million of liquidity available, including $172.1 million in cash and cash equivalents and $447.6 million of aggregate unused borrowing capacity available under the Oasis Credit Facility (defined below). Oasis Credit Facility. We have a reserves-based credit agreement (the “Oasis Credit Facility”), which has an overall senior secured line of credit of $1,500.0 million, an aggregate amount of elected commitments of $450.0 million and a borrowing base of $900.0 million as of December 31, 2021. The Oasis Credit Facility matures on May 19, 2024. 62 Table of Contents As of December 31, 2021, we had no borrowings outstanding and $2.4 million of outstanding letters of credit issued under the Oasis Credit Facility, resulting in an unused borrowing capacity of $447.6 million. As of December 31, 2020, we had $260.0 million and $6.8 million of outstanding letters of credit issued under the Oasis Credit Facility. For the year ended December 31, 2021 (Successor), the weighted average interest rate incurred on borrowings under the Oasis Credit Facility was 4.2%, compared to 3.6% for the period from January 1, 2020 through November 19, 2020 (Predecessor) and 4.6% for the period from November 20, 2020 through December 31, 2020 (Successor). During the year ended December 31, 2021, the Company entered into various amendments to the Oasis Credit Facility which, among other things, removed a requirement for the Company to enter into hedges covering minimum production volumes, provide for increased flexibility of restricted payments to shareholders, removed a cap on cash netting in the calculation of the leverage ratio if no borrowings are outstanding under the Oasis Credit Facility (other than letters of credit) and otherwise increased the cap on cash netting to $90.0 million and increased the anti-cash hoarding thresholds from $50.0 million to $90.0 million. We were in compliance with the financial covenants in the Oasis Credit Facility at December 31, 2021. See “Item 8. Financial Statements and Supplementary Data—Note 14—Long-Term Debt” for more information. Oasis Senior Notes. On June 9, 2021, we issued in a private placement $400.0 million of 6.375% senior unsecured notes due June 1, 2026 (the “Oasis Senior Notes”). The Oasis Senior Notes were issued at par and resulted in net proceeds of $391.6 million. We used the proceeds from the Oasis Senior Notes offering to fund a portion of the Williston Basin Acquisition. Interest is payable semi-annually on June 1 and December 1 of each year. See “Item 8. Financial Statements and Supplementary Data—Note 14—Long-Term Debt” for more information. OMP Credit Facility. OMP had a senior secured revolving credit facility (the “OMP Credit Facility”) among OMP, as parent, OMP Operating LLC, as borrower, Wells Fargo, as administrative agent and the lenders party thereto. The OMP Credit Facility was paid in full by Crestwood at the closing of the OMP Merger and has been classified as held for sale on the Consolidated Balance Sheets. As of December 31, 2021, OMP had $203.0 million of borrowings and $5.5 million of letters of credit outstanding under the OMP Credit Facility. See “Item 8. Financial Statements and Supplementary Data—Note 6—Discontinued Operations” for more information. OMP Senior Notes. On March 30, 2021, OMP issued in a private placement $450.0 million of 8.00% senior unsecured notes due April 1, 2029 (the “OMP Senior Notes”). The OMP Senior Notes were issued at par and resulted in net proceeds of $442.1 million. Interest on the OMP Senior Notes is payable semi-annually on April 1 and October 1 of each year. The OMP Senior Notes were assumed by Crestwood at closing of the OMP Merger and have been classified as held for sale on the Consolidated Balance Sheets. See “Item 8. Financial Statements and Supplementary Data—Note 6—Discontinued Operations” for more information. Cash flows The Consolidated Statements of Cash Flows have not been recast for discontinued operations, therefore the discussion below concerning cash flows from operating activities, investing activities and financing activities includes the results of both continuing operations and discontinued operations. See “Item 8. Financial Statements and Supplementary Data—Note 6—Discontinued Operations” for disclosure of cash flow impacts attributable to discontinued operations. The following table summarizes our change in cash flows (in thousands): Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Net cash provided by operating activities $ 914,136 $ 95,255 $ 202,936 $ 892,853 Net cash used in investing activities (920,769) (9,881) (92,403) (828,756) Net cash provided by (used in) financing activities 161,190 (85,702) (109,998) (66,268) Net change in cash and cash equivalents $ 154,557 $ (328) $ 535 $ (2,171) Cash flows provided by operating activities Net cash provided by operating activities increased during the year ended December 31, 2021 (Successor) primarily due to higher oil and gas revenues, coupled with lower interest expense related to the cancellation of the Predecessor senior unsecured notes and lower general and administrative expenses. Refer to “Results of Operations” above for more information on the 63 Table of Contents impact of volumes and prices on revenues and for more information on increases and decreases in certain expenses between periods. Working capital. Our working capital fluctuates primarily as a result of changes in commodity prices and production volumes, capital spending to fund our development program and the impact of our outstanding derivative instruments. Excluding the effects of assets held for sale from discontinued operations, we had a working capital surplus of $60.6 million at December 31, 2021, compared to a working capital deficit of $73.8 million at December 31, 2020. Our working capital increased year over year due to increases in cash and cash equivalents and accounts receivable, offset by increases in revenues and production taxes payable, accrued liabilities and current derivative liabilities. Cash flows used in investing activities Net cash used in investing activities increased during the year ended December 31, 2021 (Successor) primarily due to an increase in payments for derivative settlements, coupled with payments to modify the terms of outstanding derivative contracts. In addition, we paid total cash consideration (excluding transaction costs) of $585.8 million for the Williston Basin Acquisition. See “Item 8. Financial Statements and Supplementary Data—Note —13 — Acquisitions and Divestitures” for more information. Cash flows provided by (used in) financing activities Net cash provided by financing activities increased during the year ended December 31, 2021 (Successor) primarily due to the issuance of the Oasis Senior Notes and OMP Senior Notes, partially offset by cash payments for dividends to shareholders and share repurchases. Capital expenditures Expenditures for the acquisition and development of oil and gas properties are the primary use of our capital resources. Our capital expenditures are summarized in the following table (in thousands): Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Capital expenditures E&P $ 168,189 $ 14,839 $ 194,004 $ 594,217 Other capital expenditures (1) 2,277 179 7,071 15,760 Total E&P and other capital expenditures 170,466 15,018 201,075 609,977 Acquisitions 586,030 — — 21,010 Total capital expenditures from continuing operations 756,496 15,018 201,075 630,987 Discontinued operations (2) 49,123 3,054 24,266 212,381 Total capital expenditures (3) $ 805,619 $ 18,072 $ 225,341 $ 843,368 __________________ (1) Other capital expenditures includes administrative capital and capitalized interest. (2) Represents capital expenditures attributable to our midstream assets that were classified as discontinued operations. See “Recent Developments — OMP Merger” for additional information. (3) Total capital expenditures (including acquisitions) reflected in the table above differs from the amounts for capital expenditures and acquisitions shown in the statements of cash flows in our consolidated financial statements because amounts reflected in the table include changes in accrued liabilities from the previous reporting period for capital expenditures, while the amounts presented in the statements of cash flows are presented on a cash basis. In 2021, our total E&P and other capital expenditures were $170.5 million, a decrease of 21% as compared to 2020. The decrease was primarily due to a reduction in capital expenditures for drilling and completions in the Permian Basin of $68.8 million due to the divestiture of those assets in June of 2021. This was partially offset by an increase in capital expenditures for drilling and completions in the Williston Basin of $40.0 million due to higher activity compared to 2020 when we temporarily suspended drilling and completions activity. As of December 31, 2021, we had two operated rigs running. In addition, midstream capital expenditures, which have been classified as discontinued operations, increased $21.8 million primarily due to an increase in capital expenditures for gathering infrastructure. Our planned 2022 E&P capital expenditures are expected to approximate $295 million. We expect to run two operated rigs during 2022 and plan to complete 40 to 42 gross operated wells with an average working interest of approximately 72%. 64 Table of Contents The ultimate amount of capital we will expend may fluctuate materially based on market conditions and the success of our drilling and operations results as the year progresses. Our capital plan may further be adjusted as business conditions warrant. The amount, timing and allocation of capital expenditures is largely discretionary and within our control. If crude oil prices decline substantially or for an extended period of time, we could defer a significant portion of our planned capital expenditures until later periods to prioritize capital projects that we believe have the highest expected returns and potential to generate near-term cash flows. We routinely monitor and adjust our capital expenditures in response to changes in prices, availability of financing, drilling and acquisition costs, industry conditions, the timing of regulatory approvals, the availability of rigs, success or lack of success in drilling activities, contractual obligations, internally generated cash flows and other factors both within and outside our control. Furthermore, we actively review acquisition opportunities on an ongoing basis. If we acquire additional acreage, our capital expenditures may be higher than planned. However, our ability to make significant acquisitions for cash would require us to obtain additional equity or debt financing, which we may not be able to obtain on terms acceptable to us or at all. We believe that cash on hand, cash flows from operating activities, including cash settlement receipts or payments under our derivative contracts, and availability under the Oasis Credit Facility should be sufficient to fund our 2022 capital expenditure plan and to meet our future obligations. Dividends During 2021, we paid regular cash dividends of $1.625 per share of common stock totaling $32.3 million and a special dividend of $4.00 per share of common stock totaling $80.0 million. On February 9, 2022, we declared a dividend of $0.585 per share of common stock ($2.34 per share annualized) payable on March 4, 2022 to shareholders of record as of February 21, 2022. We recently announced an updated return of capital plan and expect to pay a base dividend and a variable dividend in 2022. The base dividend is expected to be $11.3 million in aggregate per quarter, and we expect to announce a variable dividend after each quarter based on $70 million less cash utilized to pay the base dividend and repurchase shares during the prior quarter. Future dividend payments will depend on our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that the Board of Directors deems relevant. Share Repurchase Program In March 2021, the Board of Directors authorized a share-repurchase program covering up to $100.0 million of the Company's common stock. During the year ended December 31, 2021, we repurchased 871,018 shares of common stock at a weighted average price of $114.79 per common share for a total cost of $100.0 million. The Board of Directors has authorized a new $150.0 million share repurchase program, which replaces the $100.0 million share repurchase program that was fully utilized in 2021. The $150.0 million share repurchase program will be in place through the end of 2022 and is part of the Company’s plan to return $280 million of capital to shareholders over the next year. Tax Benefits Preservation Plan Upon emergence from bankruptcy in November 2020, the Company experienced an “ownership change” as defined by Section 382 of the Code. Under Section 382 of the Code, the Company’s Tax Benefits are potentially subject to various limitations going forward. However, the Company believes that it qualified for, and as a result, utilized an exception under Section 382(l)(5) of the Code from the limitation that would otherwise be imposed under Section 382 of the Code. In August 2021, the Board of Directors adopted a Tax Benefits Preservation Plan (the “Tax Plan”) designed to protect the availability of the Company’s Tax Benefits. Adopting the Tax Plan reduced the likelihood that changes in the Company’s investor base would limit the Company’s future use of its Tax Benefits. On February 1, 2022, the Company announced the termination of the Tax Plan after the Board of Directors determined the Tax Plan was no longer necessary or desirable for the preservation of the Tax Benefits. Critical accounting policies and estimates The discussion and analysis of our financial condition and results of operations are based upon our audited consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation 65 Table of Contents of our consolidated financial statements. We provide expanded discussion of our more significant accounting policies, estimates and judgments used in preparation of our consolidated financial statements below. See “Item 8. Financial Statements and Supplementary Data—Note 4—Summary of Significant Accounting Policies” for a discussion of additional accounting policies and estimates made by management as well as the expected impact of recent accounting pronouncements on our consolidated financial statements. Method of accounting for oil and gas properties Crude oil and natural gas exploration and development activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether productive or nonproductive. Expenditures for maintenance, repairs and minor renewals necessary to maintain properties in operating condition are expensed as incurred. Major betterments, replacements and renewals are capitalized to the appropriate property and equipment accounts. Estimated dismantlement and abandonment costs for oil and gas properties are capitalized at their estimated net present value. The provision for DD&A of oil and gas properties is calculated using the unit-of-production method. All capitalized well costs (including future abandonment costs, net of salvage value) and leasehold costs of proved properties are amortized on a unit-of-production basis over the remaining life of proved developed reserves and total proved reserves, respectively, related to the associated field. Natural gas is converted to barrel equivalents at the rate of six thousand cubic feet of natural gas to one barrel of crude oil. Costs of retired, sold or abandoned properties that constitute a part of an amortization base are charged or credited, net of proceeds, to accumulated DD&A unless doing so significantly affects the unit-of-production amortization rate in which case a gain or loss is recognized currently. Unproved properties consist of costs incurred to acquire unproved leases, or lease acquisition costs. Lease acquisition costs are capitalized until the leases expire or when we specifically identify leases that will revert to the lessor, at which time we expense the associated lease acquisition costs. The expensing of the lease acquisition costs is recorded as impairment in our Consolidated Statements of Operations. Lease acquisition costs related to successful exploratory drilling are reclassified to proved properties and depleted on a unit-of-production basis. For sales of entire working interests in unproved properties, gain or loss is recognized to the extent of the difference between the proceeds received and the net carrying value of the property. Proceeds from sales of partial interests in unproved properties are accounted for as a recovery of costs unless the proceeds exceed the entire cost of the property. Crude oil and natural gas reserve quantities and Standardized Measure of discounted future net cash flows Our independent reserve engineers and technical staff prepare our estimates of crude oil and natural gas reserves and associated future net revenues. While the SEC rules allow us to disclose proved, probable and possible reserves, we have elected to disclose only proved reserves in this Annual Report on Form 10-K. The SEC’s rules define proved reserves as the quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. Our independent reserve engineers and technical staff must make a number of subjective assumptions based on their professional judgment in developing reserve estimates. Reserve estimates are updated annually and consider recent production levels and other technical information about each field. Crude oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be precisely measured. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Periodic revisions to the estimated reserves and related future net cash flows may be necessary as a result of a number of factors, including reservoir performance, new drilling, crude oil and natural gas prices, cost changes, technological advances, new geological or geophysical data or other economic factors. Accordingly, reserve estimates are generally different from the quantities of crude oil and natural gas that are ultimately recovered. We cannot predict the amounts or timing of future reserve revisions. If such revisions are significant, they could significantly affect future amortization of capitalized costs and result in impairment of assets that may be material. 66 Table of Contents Revenue recognition We recognize revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 includes a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. The unit of account in ASC 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided over a period of time. ASC 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied. Crude oil, natural gas and NGL revenues from our interests in producing wells are recognized when we satisfy a performance obligation by transferring control of a product to a customer. Substantially all of our crude oil and natural gas production is sold to purchasers under short-term (less than 12-month) contracts at market-based prices, and our NGL production is sold to purchasers under long-term (more than 12-month) contracts at market-based prices. The sales prices for crude oil, natural gas and NGLs are adjusted for transportation and other related deductions. These deductions are based on contractual or historical data and do not require significant judgment. Subsequently, these revenue deductions are adjusted to reflect actual charges based on third-party documents. Since there is a ready market for crude oil, natural gas and NGL, we sell the majority of our production soon after it is produced at various locations. As a result, we maintain a minimum amount of product inventory in storage. Our purchased crude oil and natural gas sales are derived from the sales of crude oil and natural gas purchased from third parties. Revenues and expenses from these sales and purchases are recorded on a gross basis when we act as a principal in these transactions by assuming control of the purchased crude oil or natural gas before it is transferred to the customer. In certain cases, we enter into sales and purchases with the same counterparty in contemplation of one another, and these transactions are recorded on a net basis in accordance with Accounting Standards Codification 845, Nonmonetary Transactions . Impairment of proved properties We review our proved oil and gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. We estimate the expected undiscounted future cash flows of our oil and gas properties by field and compare such undiscounted future cash flows to the carrying amount of the oil and gas properties in the applicable field to determine if the carrying amount is recoverable. The factors used to determine the undiscounted future cash flows are subject to our judgment and expertise and include, but are not limited to, estimates of proved reserves, future commodity pricing, future production estimates and estimates of operating and development costs. If the carrying amount exceeds the estimated undiscounted future cash flows, we will adjust the carrying amount of the oil and gas properties to fair value. The factors used to determine fair value are subject to our judgment and expertise and include, but are not limited to, our estimated undiscounted future cash flows and the discount rate commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. Because of the uncertainty inherent in these factors, we cannot predict when or if future impairment charges for proved oil and gas properties will be recorded. Impairment of unproved properties The assessment of unproved properties to determine any possible impairment requires significant judgment. We assess our unproved properties periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. We recognize impairment expense for unproved properties at the time when the lease term has expired or sooner based on management’s periodic assessments. We consider the following factors in our assessment of the impairment of unproved properties: • the remaining amount of unexpired term under our leases; • our ability to actively manage and prioritize our capital expenditures to drill leases and to make payments to extend leases that may be close to expiration; • our ability to exchange lease positions with other companies that allow for higher concentrations of ownership and development; • our ability to convey partial mineral ownership to other companies in exchange for their drilling of leases; and • our evaluation of the continuing successful results from the application of completion technology in the Bakken and Three Forks formations in the Williston Basin by us or by other operators in areas adjacent to or near our unproved properties. 67 Table of Contents Asset retirement obligations We record the fair value of a liability for a legal obligation to retire an asset in the period in which the liability is incurred and can be reasonably estimated with the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. For oil and gas properties and produced water disposal wells, this is the period in which the well is drilled or acquired. The asset retirement obligation (“ARO”) represents the estimated amount we will incur to plug, abandon and remediate the properties at the end of their productive lives, in accordance with applicable state laws. The liability is accreted to its present value each period, and the capitalized costs are amortized on the unit-of-production method. The accretion expense is recorded as a component of depreciation, depletion and amortization in our Consolidated Statements of Operations. We determine the ARO by calculating the present value of estimated future cash flows related to the liability. Estimating the future ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as what constitutes adequate restoration. Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. If actual results are not consistent with our assumptions and estimates or our assumptions and estimates change due to new information, we may be exposed to future revisions, which could result in an increase to the existing ARO liability and could ultimately result in a higher potential impact on our operations and cash flows for settlement charges. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the related asset. Derivatives We record all derivative instruments on the Consolidated Balance Sheets as either assets or liabilities measured at their estimated fair value. The significant inputs used to estimate fair value are crude oil and natural gas prices, volatility, skew, discount rate and the contract terms of the derivative instruments. Derivative assets and liabilities arising from derivative contracts with the same counterparty are reported on a net basis, as all counterparty contracts provide for net settlement. We have not designated any derivative instruments as hedges for accounting purposes, and we do not enter into such instruments for speculative trading purposes. Gains and losses from valuation changes in commodity derivative instruments are reported under other income (expense) in our Consolidated Statements of Operations. Our cash flow is only impacted when the actual settlements under the derivative contracts result in making or receiving a payment to or from the counterparty. These cash settlements represent the cumulative gains and losses on our derivative instruments and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled. Cash settlements are reflected as investing activities in our Consolidated Statements of Cash Flows. Equity-based compensation We grant various types of equity-based awards, including restricted stock awards, restricted stock units, performance share units, phantom units, and other awards under any long-term incentive plan then in effect to employees and non-employee directors. We determine the compensation expense for share-settled awards based on the grant date fair value, and such expense is recognized ratably over the requisite service period, which is generally the vesting period. Cash-settled awards are classified as liabilities. Compensation expense for cash-settled awards is recognized over the requisite service period and is remeasured at the fair value of such awards at the end of each reporting period. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. The fair values of awards are determined based on the type of award and may utilize market prices on the date of grant (for service-based equity awards) or at the end of the reporting period (for liability-classified awards), Monte Carlo simulations or other acceptable valuation methodologies, as appropriate for the type of award. A Monte Carlo simulation model uses assumptions regarding random projections and must be repeated numerous times to achieve a probabilistic assessment. The key valuation assumptions for the Monte Carlo model are the forecast period, risk-free interest rates, stock price volatility, initial value, stock price on the date of grant and correlation coefficients. See “Item 8. Financial Statements and Supplementary Data—Note 17—Equity-Based Compensation” for additional information regarding our equity-based compensation. Income taxes Our provision for taxes includes both federal and state income taxes. We record our income taxes in accordance with ASC 740, which results in the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. 68 Table of Contents We apply significant judgment in evaluating our tax positions and estimating our provision for income taxes. During the ordinary course of business, there may be transactions and calculations for which the ultimate tax determination is uncertain. The actual outcome of these future tax consequences could differ significantly from our estimates, which could impact our financial position, results of operations and cash flows. We also account for uncertainty in income taxes recognized in the financial statements in accordance with GAAP by prescribing a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Authoritative guidance for accounting for uncertainty in income taxes requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Non-GAAP Financial Measures Cash G&A, Cash Interest, Adjusted EBITDA and Adjusted Free Cash Flow are supplemental non-GAAP financial measures that are used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. These non-GAAP financial measures should not be considered in isolation or as a substitute for G&A expenses, interest expense, net income (loss), or net cash provided by (used in) operating activities or any other measures prepared under GAAP. Because these non-GAAP financial measures exclude some but not all items that affect net income (loss) and may vary among companies, the amounts presented may not be comparable to similar metrics of other companies. Cash G&A We define Cash G&A as total G&A expenses less G&A expenses attributable to discontinued operations, G&A expenses attributable to shared service allocations to our midstream operations, non-cash equity-based compensation expenses and other non-cash charges. Cash G&A is not a measure of G&A expenses as determined by GAAP. Management believes that the presentation of Cash G&A provides useful additional information to investors and analysts to assess our operating costs in comparison to peers without regard to G&A expenses that were allocated to our midstream operations, equity-based compensation programs and other non-cash items, which can vary substantially from company to company. The following table presents a reconciliation of the GAAP financial measure of G&A expenses to the non-GAAP financial measure of Cash G&A for the periods presented (in thousands): Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 General and administrative expenses $ 84,881 $ 14,224 $ 145,294 $ 123,506 Less: General and administrative expenses attributable to discontinued operations 4,193 (579) 594 (5,089) General and administrative expenses attributable to continuing operations 80,688 14,803 144,700 128,595 G&A expenses attributable to shared services (19,443) (2,569) (18,881) (19,648) Equity-based compensation expenses (14,663) — (29,794) (32,755) Other non-cash adjustments (371) — — — Cash G&A $ 46,211 $ 12,234 $ 96,025 $ 76,192 Cash Interest We define Cash Interest as interest expense less interest expense attributable to discontinued operations plus capitalized interest less amortization and write-offs of deferred financing costs and debt discounts. Cash Interest is not a measure of interest expense as determined by GAAP. Management believes that the presentation of Cash Interest provides useful additional information to investors and analysts for assessing the interest charges incurred on our debt to finance our E&P activities, excluding non-cash amortization, and our ability to maintain compliance with our debt covenants. 69 Table of Contents The following table presents a reconciliation of the GAAP financial measure of interest expense to the non-GAAP financial measure of Cash Interest for the periods presented (in thousands): Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 (1) Year Ended December 31, 2019 Interest expense $ 67,751 $ 3,168 $ 181,484 $ 176,223 Less: Interest expense attributable to discontinued operations 36,945 1,148 39,648 16,936 Interest expense attributable to continuing operations 30,806 2,020 141,836 159,287 Capitalized interest 2,077 128 6,106 11,270 Amortization of deferred financing costs (2) (13,727) (152) (6,865) (7,886) Amortization of debt discount — — (8,317) (12,164) Cash Interest $ 19,156 $ 1,996 $ 132,760 $ 150,507 ___________________ (1) For the period from January 1, 2020 through November 19, 2020 (Predecessor), interest expense and cash interest include a specified default interest charge of $30.3 million attributable to continuing operations. In addition, for the period from January 1, 2020 through November 19, 2020 (Predecessor), interest expense includes a specified default interest charge of $28.0 million attributable to discontinued operations. These specified default interest charges were waived on the Emergence Date. (2) For the year ended December 31, 2021 (Successor), we incurred a $7.8 million fee to enter into a commitment letter for a senior secured second lien facility. The senior secured second lien facility was terminated prior to being drawn. Adjusted EBITDA and Adjusted Free Cash Flow We define Adjusted EBITDA as earnings (loss) before interest expense, income taxes, DD&A, exploration expenses and other similar non-cash or non-recurring charges. We define Adjusted EBITDA from continuing operations as Adjusted EBITDA less Adjusted EBITDA attributable to discontinued operations, plus distributions from OMP. We define Adjusted Free Cash Flow as Adjusted EBITDA from continuing operations less Cash Interest and E&P and other capital expenditures (excluding capitalized interest and acquisition capital). Adjusted EBITDA and Adjusted Free Cash Flow are not measures of net income (loss) or cash flows as determined by GAAP. Management believes that the presentation of Adjusted EBITDA and Adjusted Free Cash Flow provides useful additional information to investors and analysts for assessing our results of operations, financial performance, ability to generate cash from our business operations without regard to our financing methods or capital structure and our ability to maintain compliance with our debt covenants. The following table presents reconciliations of the GAAP financial measures of net income (loss) including non-controlling interests and net cash provided by operating activities to the non-GAAP financial measures of Adjusted EBITDA and Adjusted Free Cash Flow for the periods presented (in thousands): Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Net income (loss) including non-controlling interests $ 355,298 $ (45,962) $ (3,724,611) $ (90,647) (Gain) loss on sale of properties (222,806) (11) (10,396) 4,455 Gain on extinguishment of debt — — (83,867) (4,312) Net (gain) loss on derivative instruments 589,641 84,615 (233,565) 106,314 Derivative settlements (270,118) (76) 224,416 19,098 Interest expense, net of capitalized interest 67,751 3,168 181,484 176,223 Depreciation, depletion and amortization 158,304 16,094 291,115 787,192 Impairment 5 — 4,937,143 10,257 Rig termination — — 1,279 384 Exploration expenses 2,760 — 2,748 6,658 70 Table of Contents Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Equity-based compensation expenses 15,476 270 31,315 33,607 Litigation settlement — — 22,750 20,000 Reorganization items, net — — (786,831) — Income tax benefit (956) (3,447) (262,962) (32,715) Other non-cash adjustments 123 468 2,324 3,035 Adjusted EBITDA 695,478 55,119 592,342 1,039,549 Adjusted EBITDA attributable to discontinued operations (216,540) (22,309) (173,457) (241,226) Cash distributions from OMP and DevCo Interests 71,781 7,734 123,057 150,388 Adjusted EBITDA from continuing operations 550,719 40,544 541,942 948,711 Cash Interest (19,156) (1,996) (132,760) (150,507) E&P and other capital expenditures (170,466) (15,018) (201,075) (609,977) Midstream capital expenditures attributable to DevCo Interests — (1,173) (6,147) (14,353) Capitalized interest 2,077 128 6,106 11,270 Adjusted Free Cash Flow $ 363,174 $ 22,485 $ 208,066 $ 185,144 Net cash provided by operating activities $ 914,136 $ 95,255 $ 202,936 $ 892,853 Derivative settlements (270,118) (76) 224,416 19,098 Interest expense, net of capitalized interest 67,751 3,168 181,484 176,223 Rig termination — — 1,279 384 Exploration expenses 2,760 — 2,748 6,658 Deferred financing costs amortization and other (12,991) (6,824) (41,811) (27,263) Current tax (benefit) expense 21 — (36) (16) Changes in working capital (6,204) (36,872) (25,953) (51,423) Litigation settlement — — 22,750 20,000 Cash paid for reorganization items — — 22,205 — Other non-cash adjustments 123 468 2,324 3,035 Adjusted EBITDA 695,478 55,119 592,342 1,039,549 Adjusted EBITDA attributable to discontinued operations (216,540) (22,309) (173,457) (241,226) Cash distributions from OMP and DevCo Interests 71,781 7,734 123,057 150,388 Adjusted EBITDA from continuing operations 550,719 40,544 541,942 948,711 Cash Interest (19,156) (1,996) (132,760) (150,507) E&P and other capital expenditures (170,466) (15,018) (201,075) (609,977) Midstream capital expenditures attributable to DevCo Interests — (1,173) (6,147) (14,353) Capitalized interest 2,077 128 6,106 11,270 Adjusted Free Cash Flow $ 363,174 $ 22,485 $ 208,066 $ 185,144 71 Table of Contents Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to a variety of market risks including commodity price risk, interest rate risk, counterparty and customer risk and inflation risk. We address these risks through a program of risk management, including the use of derivative instruments. The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in crude oil, natural gas and NGL prices, and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments were entered into for hedging purposes, rather than for speculative trading. Commodity price exposure risk. We are exposed to market risk as the prices of crude oil, natural gas and NGLs fluctuate as a result of a variety of factors, including changes in supply and demand and the macroeconomic environment, all of which are typically beyond our control. The markets for crude oil, natural gas and NGLs have been volatile, especially over the last several years and these prices will likely continue to be volatile in the future. To partially reduce price risk caused by these market fluctuations, we have entered into derivative instruments in the past and expect to enter into derivative instruments in the future to cover a significant portion of our future production. In addition, entering into derivative instruments could limit the benefit we would receive from increases in the prices for crude oil and natural gas. We recognize all derivative instruments at fair value. The credit standing of our counterparties is analyzed and factored into the fair value amounts recognized on our Consolidated Balance Sheets. Derivative assets and liabilities arising from our derivative contracts with the same counterparty are also reported on a net basis, as all counterparty contracts provide for net settlement. See “Item 8. Financial Statements and Supplementary Data—Note 11 — Derivative Instruments” and “—Note 10—Fair Value Measurements” for additional information regarding our commodity derivative contracts. The fair value of our commodity derivative instruments was a net liability of $204.7 million at December 31, 2021. A 10% increase in crude oil prices would decrease the fair value of our derivative position by approximately $137.6 million, while a 10% decrease in crude oil prices would increase the fair value by approximately $133.0 million, prior to credit risk adjustments. Interest rate risk. At December 31, 2021, we had $400.0 million of senior unsecured notes at a fixed cash interest rate of 6.375% per annum. At December 31, 2021, we had no borrowings and $2.4 million of outstanding letters of credit issued under the Oasis Credit Facility, which were subject to varying rates of interest based on (i) the total outstanding borrowings (including the value of all outstanding letters of credit) in relation to the borrowing base and (ii) whether the loan is a London interbank offered rate (“LIBOR”) loan (defined in the Oasis Credit Facility as a Eurodollar loan) or a domestic bank prime interest rate loan (defined in the Oasis Credit Facility as an Alternate Based Rate or “ABR” loan). At December 31, 2021, the outstanding borrowings under the Oasis Credit Facility bore interest at LIBOR (including a 0.25% LIBOR floor) plus a 3.00% margin. The unused borrowing base capacity is subject to a commitment fee of 0.5%. We do not currently, but may in the future, utilize interest rate derivatives to mitigate interest rate exposure in an attempt to reduce interest rate expense related to debt issued under the Oasis Credit Facility. Interest rate derivatives would be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio. LIBOR transition. Amounts drawn under the Oasis Credit Facility bear interest rates in relation to LIBOR. In July 2017, the Financial Conduct Authority in the U.K. announced a desire to phase out LIBOR as a benchmark by the end of 2021. The Alternative Reference Rates Committee, a steering committee consisting of large U.S. financial institutions convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, has recommended replacing LIBOR with the Secured Overnight Financing Rate (“SOFR”), an index supported by short-term Treasury repurchase agreements. The credit agreement governing the Oasis Credit Facility includes customary provisions to provide for replacement of LIBOR with SOFR when LIBOR ceases to be available. Counterparty and customer credit risk. Joint interest receivables arise from billing entities which own partial interest in the wells we operate. These entities participate in our wells primarily based on their ownership in leases on which we choose to drill. We have limited ability to control participation in our wells. Our credit losses on joint interest receivables were immaterial in 2021. We are also subject to credit risk due to concentration of our crude oil and natural gas receivables with several significant customers. The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. We monitor our exposure to counterparties on crude oil and natural gas sales primarily by reviewing credit ratings, financial statements and payment history. We extend credit terms based on our evaluation of each counterparty’s credit worthiness. We have not generally required our counterparties to provide collateral to secure crude 72 Table of Contents oil and natural gas sales receivables owed to us. Historically, our credit losses on crude oil and natural gas sales receivables have been immaterial. In addition, our crude oil and natural gas derivative arrangements expose us to credit risk in the event of nonperformance by counterparties. However, in order to mitigate the risk of nonperformance, we only enter into derivative contracts with counterparties that are high credit-quality financial institutions. All of the counterparties on our derivative instruments currently in place are lenders under the Oasis Credit Facility with investment grade ratings. We are likely to enter into any future derivative instruments with these or other lenders under the Oasis Credit Facility, which also carry investment grade ratings. This risk is also managed by spreading our derivative exposure across several institutions and limiting the volumes placed under individual contracts. Furthermore, the agreements with each of the counterparties on our derivative instruments contain netting provisions. As a result of these netting provisions, our maximum amount of loss due to credit risk is limited to the net amounts due to and from the counterparties under the derivative contracts. Impact of Inflation . The impact of inflation has been minor in recent years and generally has not had a material impact on our historical results of operations for the periods presented in this report; however, inflation has become a significant factor in the United States economy and we have recently observed inflationary pressure on our well costs and operating costs. See “Part I, Item 1A.—Risk Factors—Our profitability may be negatively impacted by inflation in the cost of labor, materials and services.” 73 Table of Contents Item 8. Financial Statements and Supplementary Data Index to Financial Statements Reports of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 75 Consolidated Balance Sheets at December 31, 2021 and December 31, 2020 78 Consolidated Statements of Operations for the Year Ended December 31, 2021 (Successor), the Period from November 20, 2020 through December 31, 2020 (Successor), the Period from January 1, 2020 through November 19, 2020 (Predecessor) and the Year Ended December 31, 2019 (Predecessor) 80 Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2021 (Successor), the Period from November 20, 2020 through December 31, 2020 (Successor), the Period from January 1, 2020 through November 19, 2020 (Predecessor) and the Year Ended December 31, 2019 (Predecessor) 82 Consolidated Statements of Cash Flows for the Year Ended December 31, 2021 (Successor), the Period from November 20, 2020 through December 31, 2020 (Successor), the Period from January 1, 2020 through November 19, 2020 (Predecessor) and the Year Ended December 31, 2019 (Predecessor) 83 Notes to Consolidated Financial Statements 1. Organization and Operations of the Company 85 2. Emergence from Voluntary Reorganization under Chapter 11 85 3. Fresh Start Accounting 86 4. Summary of Significant Accounting Policies 94 5. Oasis Midstream Partners 103 6. Discontinued Operations 104 7. Revenue Recognition 107 8. Inventory 108 9. Additional Balance Sheet Information 109 10. Fair Value Measurements 109 11. Derivative Instruments 111 12. Property, Plant and Equipment 115 13. Acquisitions and Divestitures 116 14. Long-Term Debt 117 15. Asset Retirement Obligations 119 16. Income Taxes 120 17. Equity-Based Compensation 122 18. Stockholders' Equity 125 19. Earnings (Loss) Per Share 126 20. Leases 127 21. Significant Concentrations 129 22. Commitments and Contingencies 130 23. Subsequent Events 131 24. Supplemental Oil and Gas Disclosures — Unaudited 131 25. Supplemental Oil and Gas Reserve Information — Unaudited 132 74 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Oasis Petroleum Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Oasis Petroleum Inc. and its subsidiaries (Successor) (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of changes in stockholders’ equity and of cash flows for the year ended December 31, 2021 and for the period from November 20, 2020 through December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) . In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from November 20, 2020 through December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis of Accounting As discussed in Note 2 to the consolidated financial statements, the United States Bankruptcy Court for the Southern District of Texas confirmed the Joint Prepackaged Chapter 11 Plan of Reorganization of Oasis Petroleum Inc. and its Debtor Affiliates (the "plan") on November 10, 2020. Confirmation of the plan resulted in the discharge of all claims against the Company that arose before November 19, 2020 and terminates all rights and interests of equity security holders as provided for in the plan. The plan was substantially consummated on November 19, 2020 and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting as of November 19, 2020. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and 75 Table of Contents expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. The Impact of Proved Oil and Natural Gas Reserves on Proved Oil and Gas Properties, Net As described in Notes 4 and 12 to the consolidated financial statements, the Company’s consolidated proved oil and natural gas properties, net balance was $1.3 billion as of December 31, 2021. Depreciation, depletion and amortization (DD&A) expense for the year ended December 31, 2021 was $126.4 million. Oil and natural gas exploration and development activities are accounted for using the successful efforts method. All capitalized well costs and leasehold costs of proved properties are amortized on a unit-of-production basis over the remaining life of proved developed reserves and total proved reserves, respectively, related to the associated field. As disclosed by management, periodic revisions to the estimated reserves and related future net cash flows may be necessary as a result of a number of factors, including reservoir performance, new drilling, oil and natural gas prices, cost changes, technological advances, new geological or geophysical data or other economic factors. Reservoir engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of data available and of engineering and geological interpretation and judgment. The estimates of oil and natural gas reserves have been developed by the Company’s internal petroleum engineers and independent petroleum engineers (collectively “management’s specialists”). The principal considerations for our determination that performing procedures relating to the impact of proved oil and natural gas reserves on proved oil and gas properties, net is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialists, when developing the estimates of proved oil and natural gas reserves, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the data, methods, and assumptions used by management and its specialists in developing the estimates of proved oil and natural gas reserve volumes. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimates of proved oil and natural gas reserves. The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of the proved oil and natural gas reserve volumes. As a basis for using this work, management’s specialists’ qualifications were understood and the Company’s relationship with the specialists was assessed. The procedures performed also included evaluation of the methods and assumptions used by the specialists, tests of the data used by the specialists, and an evaluation of management’s specialists’ findings. /s/ PricewaterhouseCoopers LLP Houston, Texas February 24, 2022 We have served as the Company’s auditor since 2007. 76 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Oasis Petroleum Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of operations, of changes in stockholders’ equity and of cash flows of Oasis Petroleum Inc. and its subsidiaries (Predecessor) (the “Company”) for the period from January 1, 2020 through November 19, 2020 and for the year ended December 31, 2019, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the period from January 1, 2020 through November 19, 2020 and for the year ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Basis of Accounting As discussed in Note 2 to the consolidated financial statements, Oasis Petroleum Inc. and certain of its affiliates (the “Debtor Affiliates”) filed petitions on September 30, 2020 with the United States Bankruptcy Court for the Southern District of Texas for reorganization under the provisions of Chapter 11 of the Bankruptcy Code. The Company’s Joint Prepackaged Chapter 11 Plan of Reorganization of Oasis Petroleum Inc. and its Debtor Affiliates was substantially consummated on November 19, 2020 and the Company emerged from bankruptcy. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Houston, Texas March 8, 2021, except for the effects of discontinued operations discussed in Note 6 to the consolidated financial statements, as to which the date is February 24, 2022 We have served as the Company’s auditor since 2007. 77 Table of Contents Oasis Petroleum Inc. Consolidated Balance Sheets December 31, 2021 2020 (In thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 172,114 $ 10,709 Restricted cash — 4,370 Accounts receivable, net 377,202 202,240 Inventory 28,956 21,624 Prepaid expenses 6,016 5,815 Derivative instruments — 467 Other current assets 1,836 78 Current assets held for sale 1,029,318 26,314 Total current assets 1,615,442 271,617 Property, plant and equipment Oil and gas properties (successful efforts method) 1,395,837 810,604 Other property and equipment 48,981 51,505 Less: accumulated depreciation, depletion and amortization ( 124,386 ) ( 14,284 ) Total property, plant and equipment, net 1,320,432 847,825 Derivative instruments 44,865 — Long-term inventory 17,510 14,522 Operating right-of-use assets 15,782 4,440 Other assets 12,756 18,329 Non-current assets held for sale — 1,002,304 Total assets $ 3,026,787 $ 2,159,037 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 2,136 $ 2,562 Revenues and production taxes payable 270,306 144,865 Accrued liabilities 150,674 108,142 Accrued interest payable 2,150 620 Derivative instruments 89,447 56,944 Advances from joint interest partners 1,892 2,723 Current operating lease liabilities 7,893 1,662 Other current liabilities 1,046 1,604 Current liabilities held for sale 699,653 22,109 Total current liabilities 1,225,197 341,231 Long-term debt 392,524 260,000 Deferred income taxes 7 984 Asset retirement obligations 57,604 45,532 Derivative instruments 115,282 37,614 Operating lease liabilities 6,724 1,629 Other liabilities 7,876 3,557 Non-current liabilities held for sale — 455,751 78 Table of Contents Total liabilities 1,805,214 1,146,298 Commitments and contingencies (Note 22) Stockholders’ equity Common stock, $ 0.01 par value: 60,000,000 shares authorized; 20,147,199 shares issued and 19,276,181 shares outstanding at December 31, 2021 and 20,093,017 shares issued and 20,093,017 shares outstanding at December 31, 2020 200 200 Treasury stock, at cost: 871,018 and no shares at December 31, 2021 and December 31, 2020, respectively ( 100,000 ) — Additional paid-in capital 863,010 965,654 Retained earnings (accumulated deficit) 269,690 ( 49,912 ) Oasis share of stockholders’ equity 1,032,900 915,942 Non-controlling interests 188,673 96,797 Total stockholders’ equity 1,221,573 1,012,739 Total liabilities and stockholders’ equity $ 3,026,787 $ 2,159,037 The accompanying notes are an integral part of these consolidated financial statements. 79 Table of Contents Oasis Petroleum Inc. Consolidated Statements of Operations (In thousands, except per share data) Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Revenues Oil and gas revenues $ 1,200,256 $ 86,145 $ 601,510 $ 1,407,809 Purchased oil and gas sales 378,983 20,633 237,111 481,014 Other services revenues 687 215 6,836 41,974 Total revenues 1,579,926 106,993 845,457 1,930,797 Operating expenses Lease operating expenses 203,933 22,517 160,406 288,690 Other services expenses 47 — 6,658 28,761 Gathering, processing and transportation expenses 122,614 13,198 117,884 174,026 Purchased oil and gas expenses 379,972 20,278 229,056 474,914 Production taxes 76,835 5,938 45,439 112,592 Depreciation, depletion and amortization 126,436 13,789 271,002 771,640 Exploration expenses 2,760 — 2,748 6,658 Rig termination — — 1,279 384 Impairment 3 — 4,825,530 10,257 General and administrative expenses 80,688 14,803 144,700 128,595 Litigation settlement — — 22,750 20,000 Total operating expenses 993,288 90,523 5,827,452 2,016,517 Gain (loss) on sale of properties 222,806 11 10,396 ( 4,455 ) Operating income (loss) 809,444 16,481 ( 4,971,599 ) ( 90,175 ) Other income (expense) Net gain (loss) on derivative instruments ( 589,641 ) ( 84,615 ) 233,565 ( 106,314 ) Interest expense, net of capitalized interest ( 30,806 ) ( 2,020 ) ( 141,836 ) ( 159,287 ) Gain on extinguishment of debt — — 83,867 4,312 Reorganization items, net — — 665,916 — Other income (expense) ( 1,010 ) ( 401 ) 1,271 569 Total other income (expense), net ( 621,457 ) ( 87,036 ) 842,783 ( 260,720 ) Income (loss) from continuing operations 187,987 ( 70,555 ) ( 4,128,816 ) ( 350,895 ) Income tax benefit 973 3,447 262,962 32,715 Net income (loss) from continuing operations 188,960 ( 67,108 ) ( 3,865,854 ) ( 318,180 ) Income from discontinued operations attributable to Oasis, net of income tax 130,642 17,196 225,526 189,937 Net income (loss) attributable to Oasis $ 319,602 $ ( 49,912 ) $ ( 3,640,328 ) $ ( 128,243 ) Earnings (loss) attributable to Oasis per share: Basic from continuing operations (Note 19) $ 9.55 $ ( 3.36 ) $ ( 12.17 ) $ ( 1.01 ) Basic from discontinued operations (Note 19) 6.60 0.86 0.71 0.60 Basic total $ 16.15 $ ( 2.50 ) $ ( 11.46 ) $ ( 0.41 ) Diluted from continuing operations (Note 19) $ 9.15 $ ( 3.36 ) $ ( 12.17 ) $ ( 1.01 ) Diluted from discontinued operations (Note 19) 6.33 0.86 0.71 0.60 Diluted total $ 15.48 $ ( 2.50 ) $ ( 11.46 ) $ ( 0.41 ) Weighted average shares outstanding: 80 Table of Contents Basic (Note 19) 19,792 19,991 317,644 315,002 Diluted (Note 19) 20,648 19,991 317,644 315,002 The accompanying notes are an integral part of these consolidated financial statements. 81 Table of Contents Oasis Petroleum Inc. Consolidated Statements of Changes in Stockholders’ Equity Attributable to Oasis Total Stockholders’ Equity Common Stock Treasury Stock Additional Paid-in-Capital Retained Earnings (Deficit) Non-controlling Interests Shares Amount Shares Amount (In thousands) Balance as of December 31, 2018 (Predecessor) 318,377 $ 3,157 2,092 $ ( 29,025 ) $ 3,077,755 $ 682,689 $ 184,304 $ 3,918,880 Equity-based compensation 3,729 32 — — 34,982 — 378 35,392 Distributions to non-controlling interest owners — — — — — — ( 21,270 ) ( 21,270 ) Treasury stock - tax withholdings ( 875 ) — 875 ( 4,856 ) — — — ( 4,856 ) Other — — — — ( 353 ) — ( 65 ) ( 418 ) Net income (loss) — — — — — ( 128,243 ) 37,596 ( 90,647 ) Balance as of December 31, 2019 (Predecessor) 321,231 3,189 2,967 ( 33,881 ) 3,112,384 554,446 200,943 3,837,081 Cumulative-effect adjustment for adoption of ASU 2016-13 — — — — — ( 410 ) — ( 410 ) Equity-based compensation 1,080 44 — — 31,454 — 236 31,734 Distributions to non-controlling interest owners — — — — — — ( 24,080 ) ( 24,080 ) Equity component of senior unsecured convertible notes, net — — — — ( 337 ) — — ( 337 ) Treasury stock - tax withholdings ( 2,010 ) — 2,010 ( 2,756 ) — — — ( 2,756 ) Net loss — — — — — ( 3,640,328 ) ( 84,283 ) ( 3,724,611 ) Cancellation of Predecessor equity ( 320,301 ) ( 3,233 ) ( 4,977 ) 36,637 ( 3,143,501 ) 3,086,292 — ( 23,805 ) Issuance of Successor common stock 20,000 200 — — 941,610 — — 941,810 Issuance of Successor warrants — — — — 23,805 — — 23,805 Balance as of November 19, 2020 (Predecessor) 20,000 $ 200 — $ — $ 965,415 $ — $ 92,816 $ 1,058,431 Balance as of November 20, 2020 (Successor) 20,000 $ 200 — $ — $ 965,415 $ — $ 92,816 $ 1,058,431 Equity-based compensation 93 — — — 239 — 31 270 Net income (loss) — — — — — ( 49,912 ) 3,950 ( 45,962 ) Balance as of December 31, 2020 (Successor) 20,093 200 — — 965,654 ( 49,912 ) 96,797 1,012,739 Equity-based compensation 3 — — — 14,685 — 791 15,476 Dividends to shareholders — — — — ( 116,852 ) — — ( 116,852 ) Distributions to non-controlling interest owners — — — — — — ( 28,720 ) ( 28,720 ) Issuance of OMP common units, net of offering costs — — — — — — 86,467 86,467 Midstream Simplification (Note 5) — — — — 2,358 — ( 2,358 ) — Common control transaction costs — — — — ( 5,675 ) — — ( 5,675 ) Warrants exercised 51 — — — 2,840 — — 2,840 Repurchase of common stock ( 871 ) — 871 ( 100,000 ) — — — ( 100,000 ) Net income — — — — — 319,602 35,696 355,298 Balance as of December 31, 2021 (Successor) 19,276 $ 200 871 $ ( 100,000 ) $ 863,010 $ 269,690 $ 188,673 $ 1,221,573 The accompanying notes are an integral part of these consolidated financial statements. 82 Table of Contents Oasis Petroleum Inc. Consolidated Statements of Cash Flows (In thousands) Successor Predecessor Year Ended December 31, 2021 Period from November 20, 2020 through December 31, 2020 Period from January 1, 2020 through November 19, 2020 Year Ended December 31, 2019 Cash flows from operating activities: Net income (loss) including non-controlling interests $ 355,298 $ ( 45,962 ) $ ( 3,724,611 ) $ ( 90,647 ) Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by operating activities: Depreciation, depletion and amortization 158,304 16,094 291,115 787,192 Gain on extinguishment of debt — — ( 83,867 ) ( 4,312 ) (Gain) loss on sale of properties ( 222,806 ) ( 11 ) ( 10,396 ) 4,455 Impairment 5 — 4,937,143 10,257 Deferred income taxes ( 977 ) ( 3,447 ) ( 262,926 ) ( 32,699 ) Derivative instruments 589,641 84,615 ( 233,565 ) 106,314 Equity-based compensation expenses 15,476 270 31,315 33,607 Non-cash reorganization items, net — — ( 809,036 ) — Deferred financing costs amortization and other 12,992 6,824 41,811 27,263 Working capital and other changes: Change in accounts receivable, net ( 184,605 ) 68,322 96,436 13,729 Change in inventory 2,168 1,902 ( 4,005 ) ( 5,893 ) Change in prepaid expenses 5,605 ( 2,976 ) 1,674 325 Change in accounts payable, interest payable and accrued liabilities 184,517 ( 24,573 ) ( 62,694 ) 53,051 Change in other assets and liabilities, net ( 1,482 ) ( 5,803 ) ( 5,458 ) ( 9,789 ) Net cash provided by operating activities 914,136 95,255 202,936 892,853 Cash flows from investing activities: Capital expenditures ( 212,820 ) ( 9,805 ) ( 332,007 ) ( 869,221 ) Acquisitions ( 590,097 ) — — ( 21,009 ) Proceeds from sale of properties 376,081 — 15,188 42,376 Costs related to sale of properties ( 2,926 ) — — — Derivative settlements ( 270,118 ) ( 76 ) 224,416 19,098 Derivative modifications ( 220,889 ) — — — Net cash used in investing activities ( 920,769 ) ( 9,881 ) ( 92,403 ) ( 828,756 ) Cash flows from financing activities: Proceeds from revolving credit facilities 399,500 29,000 686,189 1,982,000 Principal payments on revolving credit facilities ( 906,500 ) ( 114,500 ) ( 686,189 ) ( 1,972,500 ) Repurchase of senior unsecured notes — — ( 68,060 ) ( 45,790 ) Proceeds from issuance of senior unsecured notes 850,000 — — — Deferred financing costs ( 22,251 ) — ( 7,260 ) ( 1,052 ) Debtor-in-possession credit facility fees — — ( 5,853 ) — Proceeds from issuance of OMP common units, net of offering costs 86,467 — — — Common control transaction costs ( 5,675 ) — — — Purchases of treasury stock ( 100,000 ) — ( 2,756 ) ( 4,856 ) Dividends paid ( 111,905 ) — — — 83 Table of Contents Distributions to non-controlling interests ( 28,720 ) — ( 24,080 ) ( 21,270 ) Payments on finance lease liabilities ( 1,161 ) ( 202 ) ( 1,989 ) ( 2,382 ) Proceeds from warrants exercised 1,435 — — — Other — — — ( 418 ) Net cash provided by (used in) financing activities 161,190 ( 85,702 ) ( 109,998 ) ( 66,268 ) Increase (decrease) in cash, cash equivalents and restricted cash 154,557 ( 328 ) 535 ( 2,171 ) Cash, cash equivalents and restricted cash: Beginning of period 20,226 20,554 20,019 22,190 End of period $ 174,783 $ 20,226 $ 20,554 $ 20,019 Supplemental cash flow information: Cash paid for interest, net of capitalized interest $ 41,603 $ 2,411 $ 152,416 $ 155,833 Cash paid for income taxes 20,000 1 109 111 Cash received for income tax refunds — 28 282 146 Cash paid for reorganization items — — 22,205 — Supplemental non-cash transactions: Change in accrued capital expenditures $ 8,304 $ 7,938 $ ( 107,725 ) $ ( 82,414 ) Change in asset retirement obligations 14,724 377 ( 10,268 ) 4,917 Note receivable from divestiture 2,900 — — — Contingent consideration (Permian Basin Sale) 32,860 — — — The accompanying notes are an integral part of these consolidated financial statements. 84 Table of Contents Oasis Petroleum Inc. Notes to Consolidated Financial Statements 1. Organization and Operations of the Company Oasis Petroleum Inc. (together with its consolidated subsidiaries, “Oasis” or the “Company”) is an independent exploration and production (“E&P”) company with quality and sustainable long-lived assets. Oasis Petroleum North America LLC (“OPNA”) conducts the Company’s E&P activities and owns its oil and gas properties located in the North Dakota and Montana regions of the Williston Basin. As of December 31, 2021, the Company owned approximately 70 % of the outstanding limited partner units of Oasis Midstream Partners LP (“OMP”). On February 1, 2022, the Company completed the OMP Merger (defined in Note 5 — Oasis Midstream Partners ), which qualified for reporting as a discontinued operation. See Note 5 — Oasis Midstream Partners and Note 6—Discontinued Operations for additional information. 2. Emergence from Voluntary Reorganization under Chapter 11 Due to the volatile market environment that drove a severe downturn in crude oil and natural gas prices in early 2020, as well as the unprecedented impact of the novel coronavirus 2019 (“COVID-19”) pandemic, the Company evaluated strategic alternatives to reduce its debt, increase financial flexibility and position the Company for long-term success. On September 30, 2020 (the “Petition Date”), Oasis Petroleum Inc. and its affiliates Oasis Petroleum LLC (“OP LLC”), OPNA, Oasis Well Services LLC (“OWS”), Oasis Petroleum Marketing LLC, OP Permian LLC, OMS Holdings LLC, Oasis Midstream Services LLC (“OMS”) and OMP GP LLC (“OMP GP”) (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). On November 10, 2020, the Bankruptcy Court confirmed the Joint Prepackaged Chapter 11 Plan of Reorganization of Oasis Petroleum Inc. and its Debtor Affiliates (the “Plan”), and on November 19, 2020 (the “Emergence Date”), the Debtors implemented the Plan and emerged from the Chapter 11 Cases. OMP and its subsidiaries, OMP Operating LLC (“OMP Operating”), Bighorn DevCo LLC (“Bighorn DevCo”), Bobcat DevCo LLC (“Bobcat DevCo”), Beartooth DevCo LLC (“Beartooth DevCo”) and Panther DevCo LLC (“Panther DevCo”), were not included in the Chapter 11 Cases. At the Emergence Date, the Company adopted fresh start accounting in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 852, Reorganizations (“ASC 852”), which resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes (see Note 3—Fresh Start Accounting). As a result of the adoption of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after the Emergence Date are not comparable to the consolidated financial statements prior to that date. References to “Successor” relate to the reorganized Company’s financial position and results of operations as of and subsequent to the Emergence Date. References to “Predecessor” relate to the Company’s financial position prior to, and results of operations through and including, the Emergence Date. The Predecessor operated as a debtor-in-possession from the Petition Date through the Emergence Date. As such, certain aspects of the Chapter 11 Cases and related matters are described below in order to provide context to the Company’s financial condition and results of operations for the period presented. In accordance with the Plan, the following significant transactions occurred on the Emergence Date: • Shares of the Predecessor’s common stock outstanding immediately prior to the Emergence Date were cancelled, and on the Emergence Date, the Company issued (i) 20,000,000 shares of the Successor’s common stock pro rata to holders of the Predecessor’s senior unsecured notes and (ii) 1,621,622 warrants (the “Warrants”) pro rata to holders of the Predecessor’s common stock. • All outstanding obligations under the following notes (collectively, the “Predecessor Notes”) issued by the Predecessor were cancelled: (i) 6.50 % senior unsecured notes due 2021; (ii) 6.875 % senior unsecured notes due 2022; (iii) 6.875 % senior unsecured notes due 2023; (iv) 6.250 % senior unsecured notes due 2026; and (v) 2.625 % senior unsecured convertible notes due 2023. • Oasis Petroleum Inc., as parent, OPNA, as borrower, and Wells Fargo Bank, N.A. (“Wells Fargo”), as administrative agent, issuing bank and swingline lender, and the lenders party thereto entered into a reserves-based credit agreement (the “Oasis Credit Facility”). • The Amended and Restated Credit Agreement, dated as of October 16, 2018 (as amended prior to the Emergence Date, the “Predecessor Credit Facility”), by and among the Predecessor, as borrower, the lenders party thereto, and Wells Fargo, as administrative agent, was terminated and holders of claims under the Predecessor Credit Facility had such obligations refinanced through the Oasis Credit Facility. 85 Table of Contents • The Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of October 2, 2020 (the “DIP Credit Facility”), by and among the Predecessor, as borrower, its subsidiaries party thereto, as guarantors, the lenders party thereto, and Wells Fargo, as administrative agent, was terminated and the holders of claims under the DIP Credit Facility had such obligations refinanced through the Oasis Credit Facility. • Mirada Claims (as defined in the Plan) were treated in accordance with the Settlement and Mutual Release Agreement dated September 28, 2020 (the “Mirada Settlement Agreement”) with Mirada Energy, LLC and certain related parties (collectively, “Mirada”). See Note 22—Commitments and Contingencies. • The holders of other secured claims, other priority claims and general unsecured claims received payment in full in cash upon emergence or through the ordinary course of business after the Emergence Date. • The Company adopted the Oasis Petroleum Inc. 2020 Long Term Incentive Plan (the “2020 LTIP”) effective on the Emergence Date and reserved 2,402,402 shares of its Successor’s common stock for distribution under the 2020 LTIP. 3. Fresh Start Accounting On the Emergence Date, the Company was required to adopt fresh start accounting in accordance with ASC 852 as (i) the holders of existing voting shares of the Predecessor received less than 50 % of the voting shares of the Successor and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Joint Prepackaged Chapter 11 Plan of Reorganization of Oasis Petroleum Inc. and its Debtor Affiliates (the “Plan”) of $ 2.2 billion was less than the total of post-petition liabilities and allowed claims of $ 3.2 billion. Refer to Note 2—Emergence from Voluntary Reorganization under Chapter 11 for the terms of the Plan. Reorganization Value Under fresh start accounting, reorganization value represents the value of the entity before considering liabilities and is intended to represent the approximate amount a willing buyer would pay for the assets immediately after the restructuring. Upon the adoption of fresh start accounting, the Company allocated the reorganization value to its individual assets and liabilities based on their fair values (except for deferred income taxes) in conformity with Accounting Standards Codification 805, Business Combinations . Deferred income tax amounts were determined in accordance with Accounting Standards Codification 740, Income Taxes (“ASC 740”). Reorganization value is derived from an estimate of enterprise value, or the fair value of the Company’s interest-bearing debt and stockholders’ equity. As set forth in the Plan and related disclosure statement approved by the Bankruptcy Court, the enterprise value of the Successor was estimated to be between $ 1.3 billion and $ 1.7 billion. The enterprise value was prepared using reserve information, development schedules, other