What changed in this filing

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Item 1. Business

2025-02-20 compared with 2024-02-23 · 124 added, 87 removed, 252 unchanged (46% of the section changed)

We are an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties in the United States, primarily in the Williston Basin, the Permian Basin and the Appalachian Basin.

We are an independent energy company engaged as a non-operator in the acquisition, exploration, development and production of oil and natural gas properties in the United States, primarily in the Williston Basin, the Permian Basin, the Appalachian Basin and the Uinta Basin.

We believe the location, size and concentration of our acreage positions in some of North America’s leading unconventional oil and gas resource plays provide us with drilling and development opportunities that will result in significant long-term value.

We currently report a single reportable segment.

See “Financial Statements” and the notes to our consolidated financial statements for financial information about this reportable segment.

Our primary focus is investing in non-operated minority working and mineral interests in oil and gas properties, with a core area of focus in three premier basins within the United States.

See “Financial Statements” and the notes to our financial statements for financial information about this reportable segment.

Our primary strategy is to invest in non-operated minority working and mineral interests in oil and natural gas properties, with a core area of focus in the premier basins within the United States.

As a non-operator, we are able to diversify our investment exposure by participating in a large number of gross wells, as well as entering into additional project areas by partnering with numerous experienced operating partners or pursuing value enhancing acquisitions.

In addition, because we can generally elect to participate on a well by well basis, we believe we have increased flexibility in the timing and amount of our capital expenditures because we are not burdened with various contractual arrangements with respect to minimum drilling obligations.

Further, we are able to avoid exploratory and infrastructure costs incurred by many oil and gas producers.

We seek to create value through strategic acquisitions and partnering with operators who have significant experience in developing and producing hydrocarbons in our core areas.

Further, we are able to avoid exploratory and infrastructure costs incurred by many oil and natural gas producers.

We seek to create value through strategic acquisitions and financially participating alongside operators who have significant experience in developing and producing hydrocarbons in our core areas.

We have more than 90 experienced operating partners that provide technical insights and opportunities for acquisitions.

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Prior to 2020, we focused our operations exclusively on oil-weighted properties in the Williston Basin.

Since then we have significantly grown and diversified our properties via acquisitions in the Permian Basin and the Appalachian Basin, while also adding to our legacy position in the Williston Basin.

See Note 3 to our financial statements for details regarding our recent acquisitions.

Our acquisition activity was a significant driver of our 45% production growth from 78,854 Boe per day in the fourth quarter of 2022 to 114,363 Boe per day in the fourth quarter of 2023.

Since then we have significantly grown and diversified our properties via acquisitions of oil and natural gas properties in the Permian Basin, Appalachian Basin and Uinta Basin.

See Note 3 to our financial statements for information regarding our recent acquisition activities.

Our acquisition activities were a significant driver of our 15% production growth from 114,363 Boe per day in the fourth quarter of 2023 to 131,777 Boe per day in the fourth quarter of 2024.

The following table provides a summary of certain information regarding our assets as of December 31, 2024, including reserves information audited by our third-party independent reserve engineers, Cawley, Gillespie & Associates, Inc.

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Acres Productive Wells Average Daily Production (1)

(Boe per day)

(MBoe per day)

Proved Reserves

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Appalachian Basin 53,142 424 104.3 15 79,285 — 82

Uinta Basin 15,908 271 37.4 8 26,293 87 48

Total 292,500 10,868 1,108.0 132 378,484 52 % 74 %

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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, 2023, 46% of our production was from the Williston Basin, 44% was from the Permian Basin and 10% was from the Appalachian Basin.

For the three months ended December 31, 2024, 48% of our production was from the Permian Basin, 34% was from the Williston Basin, 12% was from the Appalachian Basin and 6% was from the Uinta Basin.

• Accelerate Growth by Pursuing Value-Enhancing Acquisitions.

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We intend to continue these activities, while at the same time evaluating and pursuing larger non-operated asset packages that we believe can responsibly add significant production, cash flow and scale to existing operations.

• Build and Maintain a Strong Balance Sheet and Proactively Manage to Limit Downside.

• Build and Maintain a Strong Balance Sheet and Proactively Manage to Limit Downside Risk.

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

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Lower oil and gas prices may also reduce the amount of our borrowing base under our Revolving Credit Facility, which is determined at the discretion of the lenders based on various factors including the collateral value of our proved reserves.

While lower commodity prices may reduce our future net cash flow from operations, we expect to have sufficient liquidity to continue development of our oil and gas properties.

While lower commodity prices may reduce our future net cash flow from operations, we expect to have sufficient liquidity to continue development of our oil and natural gas properties.

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.

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Sustained levels of high inflation caused the U.S.

Federal Reserve to increase the federal funds interest rate by 5.25% between March 2022 and December 2023 in an effort to curb inflationary pressure on the costs of goods and services.

While inflationary pressures in the United States’ economy have begun to subside, we continue to be impacted by the increased federal funds interest rate, 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.

Federal Reserve to increase the federal funds interest rate by 5.25% to a high of 5.375% between March 2022 and July 2023 in an effort to curb inflationary pressure on the costs of goods and services.

While inflationary pressures in the United States’ economy have begun to subside, inflation is still holding above the U.S.

Federal Reserve’s target level.

Further, despite the U.S.

Federal Reserve decreasing the federal funds interest rate to 4.375% between September 2024 and December 2024, we continue to be impacted by the elevated federal funds interest rate, which could additionally have the effects of raising the cost of capital and depressing economic growth.

As a non-operator, 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.

In addition, we acquire wellbore-only working interests in wells in which we do not hold the underlying leasehold interests from third parties unable or unwilling to participate in particular well proposals.

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Our land and engineering team uses our extensive database to make these economic decisions.

Given our large acreage footprint and substantial number of well participations, we believe we can make accurate economic drilling decisions.

Given our large acreage footprint and substantial number of well participations, we believe we can make accurate economic decisions with respect to our participation in well proposals.

Historically, we have not managed our commodities marketing activities internally.

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Our larger or integrated competitors may be better able to absorb the burden of existing, and any changes to, federal, state, and local laws and regulations than we can, which would adversely affect our competitive position.

Our ability to discover reserves and acquire additional properties in the future is dependent upon our ability and resources to evaluate and select suitable properties and to consummate transactions in this highly competitive environment.

Our ability to add reserves and acquire additional properties in the future is dependent upon our ability and resources to evaluate and select suitable properties and to consummate transactions in this highly competitive environment.

Marketing and Customers

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Governmental Regulation and Environmental Matters

Our operations are subject to various rules, regulations and limitations impacting the oil and natural gas exploration and production industry as whole.

Our business is subject to various rules, regulations and limitations impacting the oil and natural gas exploration and production industry as whole.

Regulation of Oil and Natural Gas Production

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.

The oil and natural gas exploration, production and related operations that we participate in as a non-operator are subject to extensive rules and regulations promulgated by federal, state, tribal and local authorities and agencies.

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.

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 our operating partners 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.

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Every five years, the FERC reviews the appropriateness of the index level in relation to changes in industry costs.

On January 20, 2022, the FERC established a new price index for the five-year period which commenced on July 1, 2021.

The current price index covers the five-year period which commenced on July 1, 2021.

Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions.

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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.

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.

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

Under the ESA, if a species is listed as threatened or endangered, restrictions may be imposed on activities adversely affecting that species or its habitat.

Accordingly, restrictions may be imposed on exploration and production operations, as well as actions by federal agencies, to avoid significantly impairing or jeopardizing the species or its habitat.

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

Fish and Wildlife Service must also designate the species’ critical habitat and suitable habitat as part of the effort to ensure survival of the species.

A critical habitat or suitable habitat designation could result in further material restrictions to land use and may materially delay or prohibit land access for oil and natural gas development.

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.

Although we believe that our operations are in substantial compliance with such statutes, future amendments are uncertain, and 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.

CAA regulations include New Source Performance Standards (“NSPS”) for the oil and natural gas source category to address emissions of sulfur dioxide and volatile organic compounds (“VOCs”) and a separate set of emission standards to address hazardous air pollutants frequently associated with oil and natural gas production and processing activities.

emission standards to address hazardous air pollutants frequently associated with oil and natural gas production and processing activities.

In November 2021, the Environmental Protection Agency (“EPA”) issued a proposed rule intended to revise and add to the NSPS program rules, known as Subpart OOOOa.

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

In addition, under Subpart OOOOc, the EPA’s proposed rule would require states to implement plans that meet or exceed federally established emission reduction guidelines for oil and natural gas facilities.

The proposed rule sought to formally reinstate methane (a greenhouse gas (“GHG”)) emission limitations for existing and modified facilities in the oil and gas sector under Subparts OOOOa and OOOOb and sought to also regulate existing oil and gas facilities for the first time.

Under Subpart OOOOc, the EPA’s proposed rule sought to require states to implement plans that meet or exceed federally established emission reduction guidelines for existing oil and natural gas facilities.

In November 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.” In December 2023, the EPA announced a final rule, which, among other things, requires the phase out of routine flaring of natural gas from newly constructed wells (with some exceptions) and routine leak monitoring at all well sites and compressor stations.

Among other things, the November 2022 supplemental proposed rule sought to remove 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.” In December 2023, the EPA announced a final rule, which, among other things, requires the phase out of routine flaring of natural gas from newly constructed wells (with some exceptions) and routine leak monitoring at all well sites and compressor stations.

Notably, the EPA updated the applicability date for Subparts OOOOb and OOOOc to December 6, 2022, meaning that sources constructed prior to that date will be considered existing sources with later compliance deadlines under state plans.

The final rule gives states, along with federal tribes that wish to regulate existing sources, two years to develop and submit their plans for reducing methane emissions from existing sources.

The final emissions guidelines under Subpart OOOOc provide three years from the plan submission deadline for existing sources to comply.

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.

The final rule gives states, along with federal tribes that wish to regulate existing sources, until March 2026 to develop and submit their plans for reducing methane emissions from existing sources.

The final emissions guidelines under Subpart OOOOc provide until 2029 for existing sources to comply.

However, in January 2025, President Trump issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources.

Consequently, future implementation and enforcement of these rules remains uncertain at this time.

At the same time, 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.

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

At the international level, the United Nations-sponsored Paris Agreement requires signatory countries to set voluntary targets to reduce domestic GHG emissions.

While the United States withdrew from the Paris Agreement during the Trump Administration in 2020, President Biden recommitted the United States to the Paris Agreement in January 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.

While the United States withdrew from the Paris Agreement during the Trump Administration in 2020, the Biden Administration recommitted the United States to the Paris Agreement in January 2021 and established a goal of reducing GHG emissions by at least fifty percent from 2005 levels by 2030.

However, in January 2025, President Trump issued an executive order directing the immediate notice to the United Nations of the United States’ withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change.

The full impact of these actions remains unclear at this time.

However, many related initiatives are expected to continue at the local, state and international levels.

The Federal Water Pollution Control Act of 1972, or the Clean Water Act (the “CWA”), imposes restrictions and controls on the discharge of produced waters and other pollutants into waters of the United States (“WOTUS”).

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In September 2023, the EPA and the Corps published a direct-to-final rule that conforms the regulatory definition of WOTUS to the Supreme Court’s May 2023 decision in Sackett.

However, litigation opposing the September 2023 final rule remains ongoing and substantial uncertainty exists with respect to future implementation of the September 2023 rule and the scope of CWA jurisdiction more generally.

However, roughly half of the states and other plaintiffs are challenging the September 2023 rule, and the EPA and the Corps are using the pre-2015 definition of WOTUS in these states while litigation continues.

As a result, substantial uncertainty exists with respect to future implementation of the September 2023 rule and the scope of CWA jurisdiction more generally.

Any expansion to CWA jurisdiction could impact areas where oil and gas operations are conducted.

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In 2021, the United States Supreme Court held that the CWA requires a discharge permit if the addition of pollutants through groundwater is the functional equivalent of a direct discharge from the point source into navigable waters.

Costs may be associated with the treatment of wastewater and/or developing and implementing storm water pollution prevention plans.

In November 2023, the EPA issued draft guidance describing the information that should be used to determine which discharges through groundwater may require a permit.

However, in January 2025, President Trump issued executive orders directing (i) the EPA and the Corps to identify planned or potential actions that could be subject to emergency treatment under Section 404 of the CWA and (ii) the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions, including all existing regulations and guidance documents, that are unduly

burdensome on the identification, development, or use of domestic energy resources.

Accordingly, future implementation and enforcement of these rules and policies is uncertain at this time.

Additionally, costs may be associated with the treatment of wastewater and/or developing and implementing storm water pollution prevention plans.

The CAA, CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of oil and other pollutants and impose liability on parties responsible for those discharges, for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The underground injection of oil and natural gas wastes are regulated by the Underground Injection Control program authorized by the Safe Drinking Water Act.

The underground injection of oil and natural gas wastes is regulated by the Underground Injection Control program authorized by the Safe Drinking Water Act and programs under comparable state statutes.

The primary objective of injection well operating requirements is to ensure the mechanical integrity of the injection apparatus and to prevent migration of fluids from the injection zone into underground sources of drinking water.

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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 but not passed in recent sessions of Congress.

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.

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 but not passed in recent sessions of Congress.

The EPA 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.

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

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 in April, 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.

In April 2022, the White House Council on Environmental Quality (“CEQ”) finalized the first of two planned rules to undo changes to NEPA enacted in 2020 under the Trump Administration.

The Phase I 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.

Additionally, in September 2023, the Biden Administration announced that federal agencies will be directed to consider the Social Cost of GHGs in agency budgeting, procurement, and other agency decisions, including in environmental reviews conducted pursuant to NEPA, where appropriate.

In May 2024, CEQ finalized the Phase II rule, which generally restores certain mitigation language from the pre-2020 version of the NEPA regulations, proposes further revisions, and meets environmental, environmental justice, and climate change objectives.

However, at least twenty states challenged the Phase II rule in federal district court.

In January 2025, President Trump issued executive orders directing (i) CEQ to provide guidance on implementing NEPA and to propose rescinding and replacing CEQ’s NEPA regulations with implementing regulations at the agency level;

(ii) federal agencies to adhere to only the relevant legislated requirements for environmental reviews and to prioritize efficiency and certainty over any other objectives in such reviews;

and (iii) the EPA to issue guidance on and consider eliminating the Social Cost of GHG calculation from federal permitting or regulatory decisions.

In February 2025, CEQ sent an interim final rule to the White House Office of Management and Budget that would immediately withdraw the NEPA implementing regulations.

The potential impact of further changes to the NEPA regulations and statutory text therefore remains uncertain and could have an effect on our business and operations.

Climate Change

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 Conference of the Parties (“COP”), over 150 countries have joined the pledge.

At the 27th COP, President Biden announced the EPA’s supplemental proposed rule to reduce methane emissions from existing oil and gas sources and agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas.

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.

These include the Paris Agreement, a treaty adopted at the 21st United Nations Conference of the parties (“COP”) that is aimed at addressing climate change with member countries agreeing to nationally determine their contributions and set GHG emission reduction goals every five years and the Global Methane Pledge, a pact that aims to reduce global methane emissions

at least 30% below 2020 levels by 2030.

At the 27th COP, the United States agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas.

At the 28th COP, member countries agreed to the first “global stocktake” which calls on countries to contribute to global efforts, including a tripling of renewable energy capacity and doubling energy efficiency improvements by 2030;

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and transitioning away from fossil fuels in energy systems.

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.

The full impact of these actions remains unclear at this time.

At the same time, many state and local leaders have intensified or stated their intent to intensify efforts to support international climate commitments and treaties, in addition to considering or enacting laws requiring the disclosure of climate-related information and 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.

Although the Supreme Court’s decision in Loper Bright Enterprises v.

Raimondo to overrule Chevron U.S.A.

Natural Resources Defense Council, Inc.

and end the concept of general deference to regulatory agency interpretations of laws introduces new complexity for federal agencies and administration of climate change policy and regulatory programs, many of these initiatives at the international, state and local levels are expected to continue.

Additionally, in March 2024, the SEC issued final rules intended to enhance and standardize climate-related disclosures (the “Climate Disclosure Rule”).

The Climate Disclosure Rule was voluntarily stayed by the SEC in April 2024 pending judicial review of petitions challenging the rule, and additional legal challenges are expected going forward.

Accordingly, we cannot predict whether the Climate Disclosure Rule will be implemented as finalized, nor the costs of implementation or any potential resulting adverse impacts.

Compliance with any enhanced climate disclosure obligations, including the Climate Disclosure Rule to the extent it becomes effective as finalized, may result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, place strain on our personnel, systems and resources.

We may also face increased litigation risks related to disclosures made pursuant to such obligations.

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

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.

To implement the program, the IRA requires revisions to GHG reporting regulations for petroleum and natural gas systems (Subpart W) by 2024.

In July 2023, the EPA proposed to expand the scope of the Greenhouse Gas Reporting Program for petroleum and natural gas facilities, as required by the IRA.

Among other things, the proposed rule would expand the emissions events that are subject to reporting requirements to include “other large release events” and apply reporting requirements to certain new sources and sectors.

The rule is expected to be finalized in the spring of 2024 and become effective on January 1, 2025 in advance of the deadline for GHG reporting for 2024 (March 2025).

The fee imposed under the Methane Emissions and Waste Reduction Incentive Program for 2024 would be $900 per ton emitted over annual methane emissions thresholds, and would increase to $1,200 in 2025, and $1,500 in 2026.

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.

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 Waste Emission Charge on GHG emissions from certain oil and gas sources and facilities.

To implement the program, in May 2024, the EPA finalized revisions to the Greenhouse Gas Reporting Program for petroleum and natural gas facilities.

Among other things, the new rule expands the emissions events that are subject to reporting requirements to include “other large release events” and applies reporting requirements to certain new sources and sectors.

The emissions reported under the Greenhouse Gas Reporting Program will be the basis for any payments under the Methane Emissions Reduction Program in the IRA.

However, petitions for reconsideration to the EPA are pending and litigation in the D.C.

Circuit has commenced.

In addition, in November 2024, the EPA finalized a rule to implement the IRA’s Waste Emissions Charge.

The Waste Emissions Charge imposed under the Methane Emissions and Waste Reduction Incentive Program for 2024 is $900 per ton emitted over annual methane emissions thresholds, and increases to $1,200 in 2025 and $1,500 in 2026.

The Waste Emissions Charge 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.

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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 finalized rules in December 2023 intended to reduce methane emissions from new and existing oil and gas sources and in January 2024, the Biden Administration announced a temporary pause on pending decisions on exports of liquified natural gas to non-free trade agreement countries until the Department of Energy can update the underlying analyses for authorizations, including an assessment of the impact of GHG emissions.

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 considering or enacting laws requiring the disclosure of climate-related information and 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.

The EPA also finalized rules in December 2023 intended to reduce methane emissions from new and existing oil and gas sources and in January 2024, the Biden Administration announced a temporary pause on pending decisions on exports of liquified natural gas to non-free trade agreement countries until the Department of Energy can update the underlying analyses for authorizations, including an assessment of the impact of GHG emissions.

The Department of Energy released its report on liquified natural gas exports in December 2024, which report is subject to a 60-day public comment period ending in February 2025.

However, in January 2025, President Trump issued executive orders directing (i) the Department of Energy to restart reviews of applications for approvals of liquefied natural gas export projects as expeditiously as possible;

(ii) the EPA and the heads of any other relevant federal agencies to submit joint recommendations to the Office of Management and Budget regarding the continuing applicability of the GHG endangerment finding of 2009;

and (iii) the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources.

The full impact of these orders remains uncertain at this time.

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.

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

In furtherance of this EO, in November 2021, EPA proposed rules to regulate methane emissions from the oil and natural gas industry, including, for the first time, reductions from certain upstream and midstream existing oil and gas sources under Subparts OOOOa and OOOOb.

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

In 2021, the EPA proposed rules to regulate methane emissions from the oil and natural gas industry, including, for the first time, reductions from certain upstream and midstream existing oil and gas sources under Subparts OOOOa and OOOOb.

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.

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Notably, the EPA updated the applicability date for certain Subparts OOOOb and OOOOc to December 6, 2022, meaning that sources constructed prior to that date will be considered existing sources with later compliance deadlines under state plans.

The final rule gives states, along with federal tribes that wish to regulate existing sources, two years to develop and submit their plans for reducing methane emissions from existing sources.

The final emissions guidelines under Subpart OOOOc provide three years from the plan submission deadline for existing sources to comply.

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.

The final rule gives states, along with federal tribes that wish to regulate existing sources, until March 2026 to develop and submit their plans for reducing methane emissions from existing sources.

The final emissions guidelines under Subpart OOOOc provide until 2029 for existing sources to comply.

The final rule is subject to ongoing litigation but remains in effect.

Additionally, in January 2025, the Pipeline and Hazardous Materials Safety Administration (“PHMSA”) finalized a rule that requires pipelines, underground natural gas storage facilities, and liquefied natural gas facilities to update leak detection and repair programs to require companies to use commercially available technologies to find and fix methane leaks from pipelines and other facilities.

PHMSA and the Department of Interior continue to focus on regulatory initiatives to control methane emissions from upstream and midstream equipment.

To the extent that these regulations or initiatives remain in place and to the extent that our third-party operating partners are required to further control methane emissions, such controls could impact our business.

Consequently, future implementation and enforcement of these rules remains uncertain at this time.

In addition, our third-party operating partners are required to report their GHG emissions under CAA rules.

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Supreme Court held in its 2011 decision American Electric Power Co.

Connecticut that, with respect to claims concerning GHG emissions, the federal common law of nuisance was displaced by the CAA, the Court left open the question of whether tort claims against sources of

GHG emissions alleging property damage may proceed under state common law.

There thus remains some litigation risk for such claims.

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We may hire additional personnel as appropriate.

We may also 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 from time to time.

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.

We believe employees choose to work 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, including opportunities for share ownership in the Company.

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

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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 and a flexible paid time off and vacation policy.

The Company also provides a generous match for employee donations to qualifying charitable organizations, and organizes employee volunteer days from time to time.

We offer many additional programs to support the wellness of our workforce, including an onsite fitness center within our executive offices, company-provided lunches, and a flexible paid time off and vacation 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.

We have a multi-year rotational analyst development program, to ensure that we are hiring and developing new talent and offering cross-functional exposure and learning experience.

This program was designed with the intent of developing an internally trained pool of future leaders that have a wholistic view of our systems, processes and operations.

We also support employees’ seeking to further their professional development through appropriate external educational programs, and offer tuition reimbursement benefits for various extended educational learning opportunities.

We have a multi-year rotational analyst development program, to ensure that we are hiring and developing new talent and offering cross-functional exposure and learning

This program was designed with the intent of developing an internally trained pool of future leaders that have a holistic view of our systems, processes and operations.

We also support employees who seek to further their professional development through appropriate external educational programs and 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.

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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.

Our policies and practices are designed to promote diversity of thought, perspective, and professional experience, and to support all employees fairly without regard to disability, sexual orientation, gender, gender identity and expression, religion, race, ethnicity, culture, and nationality, among others.

Office Locations

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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 Bylaws, Audit Committee Charter, Compensation Committee Charter, Governance, Nominating and ESG Committee Charter, Executive Committee Charter, Acquisition Committee Charter, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Insider Trading Policy and Clawback Policy, in addition to all pertinent company contact information.

In certain circumstances, we may post information, such as presentation materials and press releases, to our corporate website, www.noginc.com, or our investor relations website to expedite public access to information regarding the Company in lieu of making a filing with the SEC for first disclosure of the information.

We have also posted to our website our Bylaws, Acquisition Committee Charter, Audit Committee Charter, Compensation Committee Charter, Executive Committee Charter, Governance, Nominating and ESG Committee Charter, Corporate Governance Guidelines, Stock Ownership Guidelines, Code of Business Conduct and Ethics, Insider Trading Policy, Clawback Policy, Human Rights Statement, Political Contributions and Trade Associations Policy and our Compliance Hotline, in addition to all pertinent company contact information.

We use our website as a channel of distribution for important Company information.

We routinely post important information, including presentation materials and press releases, to our corporate website, www.noginc.com, including the investor relations section thereof.

We also use our website to expedite public access to time-critical information regarding our Company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information.

When permissible, we expect to continue to do so without also providing disclosure of this information through filings with the SEC.

Therefore, investors should look to our website for important and time-critical information.

Where we have included Internet addresses in this Annual Report on Form 10-K, we have included those Internet addresses as inactive textual references only.

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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