What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-24 compared with 2022-02-25 · 97 added, 50 removed, 227 unchanged (39% of the section changed)

12 unchanged sentences

We first expanded beyond the Williston Basin in 2020, with several small acquisitions in the Permian Basin.

Since then, we have accelerated our diversification outside the Williston Basin via several larger acquisitions, including our April 2021 acquisition of natural gas properties in the Appalachian Basin (the “Reliance Acquisition”), our August 2021 acquisition of oil and gas properties in the Permian Basin (the “CM Resources Acquisition”), and our January 2022 acquisition of oil and gas properties in the Permian Basin (the “Veritas Acquisition”).

We have also added to our legacy position, with our November 2021 acquisition of oil and gas properties in the Williston Basin (the “Comstock Acquisition”).

In 2021 and 2022, we accelerated our diversification outside the Williston Basin via larger acquisitions, including the acquisition of significant producing natural gas properties in the Appalachian Basin and several acquisitions in the Permian Basin.

We have also added to our legacy position in the Williston Basin via larger acquisitions.

See Notes 3 and 14 to our financial statements for further details regarding these acquisitions.

Our acquisition activity was a significant driver of our production growth from 64,155 Boe per day in the fourth quarter of 2021 to 78,854 Boe per day in the fourth quarter of 2022.

The following table provides a summary of certain information regarding our assets as of December 31, 2021, including reserves information as estimated by our third-party independent reserve engineers, Cawley, Gillespie & Associates, Inc.

This table does not include any contribution from the Veritas Acquisition, which closed in January 2022.

The following table provides a summary of certain information regarding our assets as of December 31, 2022, including reserves information audited by our third-party independent reserve engineers, Cawley, Gillespie & Associates, Inc.

As of December 31, 2022

Acres Productive Wells Average Daily Production (1)

(Boe per day) Proved Reserves

(Boe per day)

Proved Reserves

(MBoe) % Oil % Proved Developed

12 unchanged sentences

We also believe that we can further diversify our risk with acquisitions in multiple basins, focusing on accretive acquisitions of top tier assets with top tier operators in the premier basins in the United States.

For the three months ended December 31, 2021, our production consisted of approximately 46,017 Boe per day in the Williston Basin, 12,964 Boe per day in the Appalachian Basin and 5,174 Boe per day in the Permian Basin (which does not include any contribution from the Veritas Acquisition, which closed in January 2022).

For the three months ended December 31, 2022, our production consisted of approximately 44,028 Boe per day in the Williston Basin, 22,696 Boe per day in the Permian Basin, and 12,130 Boe per day in the Appalachian Basin.

• Accelerate Growth by Pursuing Value-Enhancing Acquisitions.

5 unchanged sentences

We strive for financial strength and flexibility through the prudent management of our balance sheet.

We intend to use a significant portion of our expected free cash flow in 2022 to further reduce our borrowings under our Revolving Credit Facility with the objective to bring our leverage closer to our target of 1.0x Debt / Adjusted EBITDA.

We intend to use a significant portion of our expected free cash flow in 2023 to reduce our borrowings under our Revolving Credit Facility with the objective of maintaining leverage near our target of 1.0x Debt / Adjusted EBITDA.

• Systematic Hedging Strategy.

1 unchanged sentence

We have a rolling target of hedging 60% or more of our anticipated next 18-month production.

• Shareholder Returns .

• Stockholder Returns .

The foregoing strategies are collectively aimed at building a diversified, low-leverage, cash generating business that can deliver meaningful returns to our investors.

We instituted a common stock dividend program in 2021 and intend to continue to grow shareholder returns over time.

We have provided stockholder returns in the form of cash dividends and security repurchases, and will seek to grow stockholder returns over time.

Industry Operating Environment

7 unchanged sentences

In addition, we undertake an active commodity hedging program that is designed to help stabilize the volatile commodity pricing environment and protect cash flows in a potential downturn.

The oil and natural gas industry is very cyclical and the demand for goods and services of oil field companies, suppliers and others associated with the industry put extreme pressure on the economic stability and pricing structure within the industry.

Typically, as prices for oil and natural gas increase, so do all associated costs.

Conversely, in a period of declining

prices, associated cost declines are likely to lag and may not adjust downward in proportion.

Additionally, ongoing inflationary pressures have resulted in and may result in additional increases to the costs of goods, services and personnel.

Material changes in prices impact our current revenue stream, estimates of future reserves, borrowing base calculations of bank loans, impairment assessments of oil and natural gas properties, and values of properties in purchase and sale transactions.

Sustained levels of high inflation caused the U.S.

Federal Reserve and other central banks to increase interest rates multiple times in 2022 in an effort to curb inflationary pressure on the costs of goods and services, which could additionally have the effects of raising the cost of capital and depressing economic growth.

We primarily engage in oil and natural gas exploration and production by participating on a proportionate basis alongside third-party interests in wells drilled and completed in spacing units that include our acreage.

25 unchanged sentences

Our natural gas production is expected to be sold under short-term contracts and priced based on first of the month index prices or on daily spot market prices.

We rely on our operating partners to market and sell our production.

rely on our operating partners to market and sell our production.

Our operating partners include a variety of exploration and production companies, from large publicly-traded companies to small, privately-owned companies.

23 unchanged sentences

Our oil and natural gas exploration, production and related operations are subject to extensive rules and regulations promulgated by federal, state, tribal and local authorities and agencies.

For example, North Dakota and Montana require permits for drilling operations, drilling bonds and reports concerning operations and impose other requirements relating to the exploration and production of oil and natural gas.

Such states may also have statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, the sourcing and disposal of water used in the process of drilling, completion and abandonment, the establishment of maximum rates of production from wells, and the regulation of spacing, plugging and abandonment of such wells.

Moreover, the current administration has indicated that it expects to impose additional federal regulations limiting access to and production from federal lands.

For example, many states require permits for drilling operations, drilling bonds and reports concerning operations and impose other requirements relating to the exploration and production of oil and natural gas.

Many states also have statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, the sourcing and disposal of water used in the process of drilling, completion and abandonment, the establishment of maximum rates of production from wells, and the regulation of spacing, plugging and abandonment of such wells.

Moreover, the Biden Administration has indicated that it expects to impose additional federal regulations limiting access to and production from federal lands.

The effect of these regulations is to limit the amount of 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.

Moreover, many states impose a production or severance tax with respect to the production and sale of oil, natural gas and natural gas liquids within their jurisdictions.

Failure to comply with any such rules and regulations can result in substantial penalties.

Failure to comply with any such rules and

regulations can result in substantial penalties.

The regulatory burden on the oil and natural gas industry will most likely increase our cost of doing business and may affect our profitability.

23 unchanged sentences

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 the 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.

9 unchanged sentences

Environmental Matters

Our operations and properties are subject to extensive and changing federal, state and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health.

Our operations and properties are subject to extensive and changing federal, state, tribal and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health.

The recent trend in environmental legislation and regulation generally is toward stricter standards, and this trend will likely continue.

These laws and regulations may:

• require the acquisition of a permit or other authorization before construction or drilling commences and for certain other activities;

• require the acquisition of a permit or other authorization and procurement of financial assurance before construction or drilling commences and for certain other activities;

• limit or prohibit construction, drilling and other activities on certain lands lying within wilderness and other protected areas;

4 unchanged sentences

Nevertheless, changes in existing environmental laws and regulations or in interpretations thereof could have a significant impact on our company, as well as the oil and natural gas industry in general.

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”) and comparable state statutes impose strict, joint and several liability on owners and operators of sites and on persons who disposed of or arranged for the disposal of “hazardous substances” found at such sites.

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”) and comparable state statutes impose strict, joint and several liability on several categories of persons, including current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of “hazardous substances” found at such sites.

It is not uncommon for the neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.

1 unchanged sentence

Although CERCLA currently excludes petroleum from its definition of “hazardous substance,” state laws affecting our operations may impose clean-up liability relating to petroleum and petroleum related products.

In addition, although RCRA classifies certain oil field wastes as “non-hazardous,” such exploration and production wastes could be reclassified as hazardous wastes thereby making such wastes subject to more stringent handling and disposal requirements.

In addition, although RCRA classifies certain oil field wastes as “non-hazardous” if properly handled, such exploration and production wastes could be reclassified in the future as hazardous wastes thereby making such wastes subject to more stringent handling and disposal requirements.

Recent regulation and litigation that has been brought against others in the industry under RCRA concern liability for earthquakes that were allegedly caused by injection of oil field wastes.

The Endangered Species Act (“ESA”) seeks to ensure that activities do not jeopardize endangered or threatened animal, fish and plant species, nor destroy or modify the critical habitat of such species.

Under ESA, exploration and production operations, as well as actions by federal agencies, may not significantly impair or jeopardize the species or its habitat.

ESA provides for criminal penalties for willful violations of ESA.

Under the ESA, exploration and production operations, as well as actions by federal agencies, may not significantly impair or jeopardize the species or its habitat.

The ESA provides for criminal penalties for willful violations of the ESA.

Other statutes that provide protection to animal and plant species and that may apply to our operations include, but are not necessarily limited to, the Fish and Wildlife Coordination Act, the Fishery Conservation and Management Act, the Migratory Bird Treaty Act and the National Historic Preservation Act.

Although we believe that our operations are in substantial compliance with such statutes, any change in these statutes or any reclassification of a species as endangered could subject our company (directly or indirectly through our operating partners) to significant expenses to modify our operations or could force discontinuation of certain operations altogether.

There is also increasing interest in nature-related matters beyond protected species, such as general biodiversity, which may similarly require us or our customers to incur costs or take other measures which may adversely impact our business or operations.

The Clean Air Act (“CAA”) controls air emissions from oil and natural gas production and natural gas processing operations, among other sources.

1 unchanged sentence

On November 2, 2021, the Environmental Protection Agency (“EPA”) proposed to revise and add to the NSPS program rules.

These rules, if adopted, could have a significant impact on the upstream and midstream oil and gas sectors.

The proposed rule would formally reinstate methane emission limitations for existing and modified facilities in the oil and gas sector.

Methane is a greenhouse gas.

The proposed rules also would regulate, for the first time under the NSPS program, existing oil and gas facilities.

Specifically, EPA’s proposed new rule would require states to implement plans that meet or exceed emission federally established emission reduction guidelines for oil and natural gas facilities.

The proposed rules would formally reinstate methane (a greenhouse gas (“GHG”)) emission limitations for existing and modified facilities in the oil and gas sector and would also regulate, for the first time under the NSPS program, existing oil and gas facilities.

Specifically, EPA’s proposed new rules would require states to implement plans that meet or exceed emission federally established emission reduction guidelines for oil and natural gas facilities.

On November 11, 2022, the EPA issued a proposed rule supplementing the November 2021 proposed rule.

Among other things, the November 2022 supplemental proposed rule removes an emissions monitoring exemption for small wellhead-only sites and creates a new third-

party monitoring system to flag large emissions events, referred to in the proposed rule as “super emitters.” The EPA is currently expected to issue a final rule by August 2023.

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 greenhouse gas cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions.

At the international level, there exists the United Nations-sponsored Paris Agreement, which is a non-binding agreement for nations to limit their greenhouse gas emissions through individually-determined reduction goals every five years after 2020.

While the United States withdrew from the Paris Agreement effective November 4, 2020, President Biden recommitted the United States to the Paris Agreement on January 20, 2021.

While the United States withdrew from the Paris Agreement during the Trump Administration, President Biden recommitted the United States to the Paris Agreement on January 20, 2021 and established a goal of reducing economy-wide net GHG emissions by at least thirty percent from 2020 levels by 2030.

These regulations and proposals and any other new regulations requiring the installation of more sophisticated pollution control equipment could have a material adverse impact on our business, results of operations and financial condition.

4 unchanged sentences

CWA jurisdiction depends on the definition of WOTUS.

On December 7, 2021, EPA and the Corps of Engineers proposed a rule to revise the definition of WOTUS, that would potentially expand CWA jurisdiction to include more features in areas where oil and gas operations are conducted.

The EPA is undergoing a two-phase rulemaking process to redefine the definition of WOTUS which could be impacted by the United States Supreme Court’s upcoming decision in Sackett v.

EPA , a case regarding the proper test in determining whether wetlands qualify as navigable WOTUS.

The first rule was finalized by the EPA on December 30, 2022, and the EPA is expected to propose the second rule by November 2023 and issue a final rule by July 2024.

Changes in the definition of WOTUS could potentially expand CWA jurisdiction to include more features in areas where oil and gas operations are conducted.

Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions.

6 unchanged sentences

Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into the formation to stimulate gas production.

Legislation to amend the Safe Drinking Water Act to repeal the exemption for hydraulic fracturing from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process, were proposed in recent sessions of Congress.

Congress continues to consider legislation to amend the Safe Drinking Water Act to address hydraulic fracturing operations.

The EPA, however, has issued guidance on permitting hydraulic fracturing that uses fluids containing diesel fuel under the Underground Injection Control (“UIC”) program, specifically as “Class II” UIC wells, and prohibits the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants.

Scrutiny of hydraulic fracturing activities continues in other ways.

The federal government is currently undertaking several studies of hydraulic fracturing’s potential impacts.

Several states, including Montana and North Dakota where our properties are located, have also proposed or adopted legislative or regulatory restrictions on hydraulic fracturing.

A number of municipalities in other states, including Colorado and Texas, have enacted bans on hydraulic fracturing.

The federal government continues to study hydraulic fracturing’s potential impacts.

Several states, including states where we have properties, have also proposed or adopted legislative or regulatory restrictions on hydraulic fracturing.

A number of municipalities in other states, including Colorado and Texas, have attempted to enact bans on hydraulic fracturing.

New York State’s ban on hydraulic fracturing was recently upheld by the Courts.

1 unchanged sentence

However, the Colorado legislature subsequently enacted “SB 101” that gave significant local control over oil and gas well head operations.

Municipalities in Colorado have enacted local rules restricting oil and gas operations based on SB 101.

Some municipalities in Colorado have enacted local rules restricting oil and gas operations ( e.g.

, by implementing mandatory setbacks, controlling odors, and requiring further environmental and policy review before fracturing is approved) based on SB 101.

We cannot predict whether any other legislation will ever be enacted and if so, what its provisions would be.

If additional levels of regulation and permits were required through the adoption of new laws and regulations at the federal or state level, it could lead to delays, increased operating costs and process prohibitions that would materially adversely affect our revenue and results of operations.

If additional levels of regulation and permits were required through the adoption of new laws and regulations at the

federal or state level, it could lead to delays, increased operating costs and process prohibitions that would materially adversely affect our revenue and results of operations.

The National Environmental Policy Act (“NEPA”) establishes a national environmental policy and goals for the protection, maintenance and enhancement of the environment and provides a process for implementing these goals within federal agencies.

3 unchanged sentences

Other activities are covered under categorical exclusions which results in a shorter NEPA review process.

In 2021, the Biden Administration proposed a rule to undue changes to NEPA enacted under the Trump Administration that had streamlined NEPA review.

The proposed changes would emphasize the need to review federal actions for climate change and environmental justice impacts, among other factors.

These proposed changes, if enacted, would affect the assessment of projects ranging from oil and gas leasing to development on public and Indian lands.

In October 2021, the Biden Administration proposed a Phase 1 rule to undo 2020 changes to NEPA enacted under the Trump Administration.

The Phase 1 rule is the first of two planned rules to roll back the 2020 rule and was finalized on April 20, 2022.

The Phase 1 Final Rule generally restores certain regulatory provisions that were in effect prior to the 2020 rule, affecting the assessment of projects ranging from oil and gas leasing to development on public and Indian lands.

Climate Change

2 unchanged sentences

Recent scientific research and political debate has focused in part on carbon dioxide and methane incidental to oil and natural gas exploration and production.

In the United States, no comprehensive federal climate change legislation has been implemented to date but the current administration has indicated willingness to pursue new climate change legislation, executive actions or other regulatory

initiatives to limit greenhouse gas (“GHG”) emissions.

These include rejoining the Paris Agreement treaty on climate change, several executive orders to address climate change, the U.S.

Methane Emissions Reduction Action Plan, and a commitment to cut greenhouse gas emissions 50-52 percent of 2005 levels by 2030.

In the United States, no comprehensive federal climate change legislation regulating GHG emissions or directly imposing a price on carbon has been implemented to date;

however, efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues, and the Biden Administration has indicated willingness to pursue new climate change legislation, executive actions or other regulatory initiatives to limit GHG emissions.

These include rejoining the Paris Agreement treaty on climate change in 2021, issuing several executive orders to address climate change, the U.S.

Methane Emissions Reduction Action Plan, a commitment to cut greenhouse gas emissions 50-52 percent of 2005 levels by 2030, and participation in the Global Methane Pledge, a pact that aims to reduce global methane emissions at least 30% below 2020 levels by 2030.

Since its formal launch at the 26 th United Nations Climate Change Conference, over 150 countries have joined the pledge.

Additionally, on March 21, 2022, the SEC issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors.

The proposed rule would require registrants to include certain climate-related disclosures in their registration statements and periodic reports, including, but not limited to, information about the registrant’s governance of climate-related risks and relevant risk management processes;

climate-related risks that are reasonably likely to have a material impact on the registrant’s business, results of operations or financial condition and their actual and likely climate-related impacts on the registrant’s business strategy, model and outlook;

climate-related targets, goals and transition plan (if any);

certain climate-related financial statement metrics in a note to their audited financial statements;

Scope 1 and Scope 2 GHG emissions;

and Scope 3 GHG emissions and intensity, if material, or if the registrant has set a GHG emissions reduction target, goal or plan that includes Scope 3 GHG emissions.

Although the proposed rule’s ultimate date of effectiveness and the final form and substance of these requirements is not yet known and the ultimate scope and impact on our business is uncertain, compliance with the proposed rule, if finalized, may result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on our personnel, systems and resources.

Further, legislative and regulatory initiatives are underway to that purpose.

Congress has considered legislation that would control GHG emissions through a “cap and trade” program and several states have already implemented programs to reduce GHG emissions.

Supreme Court determined that GHG emissions fall within the CAA definition of an “air pollutant.” Recent litigation has held that if a source was subject to Prevention of Significant Deterioration (“PSD”) or Title V based on emissions of conventional pollutants like sulfur dioxide, particulates, nitrogen dioxide, carbon monoxide, ozone or lead, then the EPA could also require the source to control GHG emissions and the source would have to install Best Available Control Technology to do so.

As a result, a source may still have to control GHG emissions if it is an otherwise regulated source.

The Inflation Reduction Act of 2022 (“IRA”), signed into law in August 2022, appropriates significant federal funding for renewable energy initiatives and, for the first time ever, imposes a fee on GHG emissions from certain oil and gas sources and facilities.

The emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate a transition away from fossil fuels, which could in turn adversely affect our business and results of operations.

Congress has also considered legislation that would control GHG emissions through a “cap and trade” program and several states have already implemented programs to reduce GHG emissions.

Additionally, following the U.S.

Supreme Court finding that GHG emissions fall within the CAA definition of an “air pollutant,” the EPA has adopted regulations that, among other things, establish construction and operating permit review for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources, and together with the United States Department of Transportation, implement GHG emissions limits on vehicles manufactured for operation in the United States.

The EPA has also proposed rules in November 2021 and 2022 intended to reduce methane emissions from new and existing oil and gas sources.

Furthermore, many state and local leaders have intensified or stated their intent to intensify efforts to support

international climate commitments and treaties, in addition to developing programs that are aimed at reducing GHG emissions by means of cap and trade programs, carbon taxes or encouraging the use of renewable energy or alternative low-carbon fuels.

In 2014, Colorado was the first state in the nation to adopt rules to control methane emissions from oil and gas facilities.

2 unchanged sentences

However, by explicitly regulating methane as a separate air pollutant, the 2016 regulations were a statutory predicate to propose regulating emissions from existing oil and gas facilities.

In September 2020, EPA made technical and policy changes to the methane rules that limited the scope of the rules.

In 2021, President Biden issued Executive Order 13990, Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis.

1 unchanged sentence

These regulations also expanded controls to reduce methane emissions, such as enhancement of leak detection and repair provisions.

In November 2022, the EPA issued a proposed rule supplementing the November 2021 proposed rules, removing an emissions monitoring exemption for small wellhead-only sites and creating a new third-party monitoring program to flag large emissions events.

The EPA is expected to issue a final rule by August 2023.

The Pipeline and Hazardous Materials Safety Administration (“PHMSA”) and the Department of Interior continue to focus on regulatory initiatives to control methane emissions from upstream and midstream equipment.

17 unchanged sentences

We may hire additional personnel as appropriate.

We also may use the services of independent consultants and contractors to perform various professional services.

We may also use the services of independent consultants and contractors to perform various professional services.

We strive to attract, develop and retain the best talent and spend considerable time and resources to advance the professional development and security of our workforce.

We operate on the fundamental philosophy that people are our most valuable asset, as every person who works for us has the potential to impact our success.

We believe employees choose working at the Company in part due to our engaging culture, competitive compensation and benefits, and professional development opportunities.

To attract and retain the best talent, we provide our employees a comprehensive total rewards program.

In addition to competitive salaries, we offer both short and long-term incentive compensation;

company-matched 401(k) contributions;

company-paid premiums for health, dental and vision insurance, short and long-term disability insurance, and life insurance;

and company-supported health savings accounts and flexible spending accounts.

We offer many additional programs to support the wellness of our workforce, including an onsite fitness center at our executive offices, a flexible paid time off and vacation policy, and a flexible remote work policy.

We recognize the importance of investing in our employees’ professional development, and are committed to ensuring that all employees are prepared for every aspect of their day-to-day roles, and have the opportunity to further their professional

development through appropriate external educational programs.

We offer tuition reimbursement benefits for various extended educational learning opportunities.

We are committed to providing a workplace environment free of discrimination and harassment, where all individuals are treated with respect and dignity, can contribute fully, and have equal opportunities.

We value and strive to treat all employees, consultants, vendors, contractors, service providers, and business partners equally.

We prohibit discrimination or harassment on the basis of any grounds prohibited by law.

We are committed to maintaining employment practices based on equal opportunity for all employees and providing a safe and productive working environment for all employees.

Our policies and practices are designed to support diversity of thought, perspective, sexual orientation, gender, gender identity and expression, race, ethnicity, culture and professional experience, among others.

Office Locations

In November 2021, we relocated our executive offices to 4350 Baker Road, Suite 400, Minnetonka, Minnesota 55343.

Our executive offices are located at 4350 Baker Road, Suite 400, Minnetonka, Minnesota 55343.

Our office space consists of 15,751 square feet of leased space.

4 unchanged sentences

Upon the Reincorporation, each outstanding certificate representing shares of the Minnesota corporation’s common stock was deemed, without any action by the holders thereof, to represent the same number and class of shares of our company’s common stock.

As of May 9, 2018, the rights of our stockholders began to be governed by Delaware General Corporation Law and our Delaware certificate of incorporation and bylaws.

As of May 9, 2018, the rights of our stockholders began to be governed by Delaware General Corporation Law (the “DGCL”) and our Delaware certificate of incorporation and bylaws.

Available Information – Reports to Security Holders

2 unchanged sentences

Electronic filings with the SEC are also available on the SEC internet website at www.sec.gov.

We have also posted to our website our Audit Committee Charter, Compensation Committee Charter, Nominating Committee Charter, Corporate Governance Guidelines and Code of Business Conduct and Ethics, in addition to all pertinent company contact information.

We have also posted to our website our Audit Committee Charter, Compensation Committee Charter, Governance, Nominating and ESG Committee Charter, Corporate Governance Guidelines, Code of Business Conduct and Ethics and Insider Trading Policy, in addition to all pertinent company contact information.

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

What changed 10-K

Item 1. Business