What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-23 · 377 added, 471 removed, 1182 unchanged (42% of the section changed)

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We intend to post on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics pursuant to the rules of the SEC and New York Stock Exchange.

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees.

A copy of the Insider Trading Policy is filed as an exhibit to this Annual Report on Form 10-K.

Information About Our Executive Officers

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James Evans 41 Chief Technical Officer

Nicholas O’Grady has served as our Chief Executive Officer since January 2020.

Nicholas O’Grady has served as our Chief Executive Officer since January 2020 and has served as a member of the Company’s board of directors since December 2024.

Prior to that, he served as our Chief Financial Officer from June 2018 to September 2019, and as our Chief Financial Officer & President from September 2019 to December 2019.

O’Grady has nearly two decades of finance experience, both as an investment banker and as a principal investor.

O’Grady has approximately two decades of finance experience, both as an investment banker and as a principal investor.

O’Grady began his career in the Natural Resources investment banking group at Bank of America.

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Prior to joining our company, he worked as a senior credit analyst and portfolio manager at Hudson Bay Capital Management from September 2014 to May 2018, where he focused on energy-related equities, public credit, private and direct investments.

Previously, he worked as a portfolio manager at Bluecrest Capital Management from November 2013 to June 2014, and at Sigma Capital Management from April 2012 to October 2013.

Previously, he worked as a portfolio manager at

Bluecrest Capital Management from November 2013 to June 2014, and at Sigma Capital Management from April 2012 to October 2013.

O’Grady holds a bachelor’s degree in both history and economics from Bowdoin College.

Chad Allen has served as our as our Chief Financial Officer since January 2020.

Prior to that, he served as our Chief Accounting Officer from August 2016 to December 2019, prior to which he served as the company’s Corporate Controller

since joining NOG in August of 2013.

Prior to that, he served as our Chief Accounting Officer from August 2016 to December 2019, prior to which he served as the company’s Corporate Controller since joining NOG in August of 2013.

Allen served as the company’s Interim Chief Financial Officer from January-May 2018.

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Prior to joining our company, Mr.

Romslo practiced law in the Minneapolis office of our outside counsel, Faegre Drinker Biddle & Reath LLP (formerly Faegre & Benson LLP), from 2005 until 2011, where he was a member of the Corporate group.

Romslo practiced law in the Minneapolis office of Faegre Drinker Biddle & Reath LLP (formerly Faegre & Benson LLP), from 2005 until 2011, where he was a member of the Corporate group.

Prior to joining Faegre, Mr.

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_____________

(1) Represents shares issuable pursuant to performance-based restricted stock units (“RSUs”) granted under the Company’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”), assuming maximum performance under the terms of

This figure does not include the shares potentially issuable in settlement of appreciation rights (“SARs”) issued pursuant to the 2018 Plan, as the awards are not denominated in securities and the number of securities that may be issued in settlement of the SARs is not known.

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2 Financial Statement Schedules

All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.

All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the financial statements or notes thereto.

(b) Exhibits:

Description Reference

Purchase and Sale Agreement between Northern Oil and Gas, Inc., Veritas TM Resources, LLC, Veritas Permian Resources, LLC, Veritas Lone Star Resources, LLC, and Veritas MOC Resources, LLC, dated November 16, 2021 Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 16, 2021

Purchase and Sale Agreement between Northern Oil and Gas, Inc., Midland-Petro D.C.

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Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2023

Acquisition and Cooperation Agreement, dated as of June 27, 2024, by and between SM Energy Company and Northern Oil and Gas, Inc.

Incorporated by reference to Exhibit 10.2 to SM Energy Company’s Current Report on Form 8-K (File No.

001-31539) filed with the Securities and Exchange Commission on June 28, 2024

Purchase and Sale Agreement, dated as of June 27, 2024, by and among XCL AssetCo, LLC, XCL Marketing, LLC, Wasatch Water Logistics, LLC, XCL Resources, LLC and XCL SandCo, LLC, as seller, SM Energy Company, as purchaser, and Northern Oil and Gas, Inc.

(solely for the purposes of ratifying certain provisions therein) Incorporated by reference to Exhibit 10.1 to SM Energy Company’s Current Report on Form 8-K (File No.

001-31539) filed with the Securities and Exchange Commission on June 28, 2024

Restated Certificate of Incorporation of Northern Oil and Gas, Inc.

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dated September 18, 2020 Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2020

Certificate of Amendment to the Restated Certificate of Incorporation of Northern Oil and Gas, Inc.

dated May 23, 2024 Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2024

Amended and Restated Bylaws of Northern Oil and Gas, Inc.

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and Wilmington Trust, National Association, as trustee (including Form of 8.750% Senior Note due 2031) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 19, 2023

Amended and Restated Warrant to Purchase Common Shares, dated December 2, 2023, by and between Northern Oil and Gas, Inc.

and Riverview Group, LLC Filed herewith

Letter Agreement, dated July 21, 2017, by and between Northern Oil and Gas, Inc.

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and James Evans Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2024

Separation and Release Agreement, dated as of July 13, 2022, by and between Northern Oil and Gas, Inc.

and Mike Kelly Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 13, 2022

Northern Oil and Gas, Inc.

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2018 Equity Incentive Plan Incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2023

Form of Performance-Based Restricted Stock Unit Award Agreement (Relative TSR) under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan Filed herewith

Form of Performance-Based Restricted Stock Unit Award Agreement (Compound Annualized TSR) under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan Filed herewith

Form of Performance-Based Share Appreciation Award Agreement under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan Filed herewith

Form of Time-Based Restricted Stock Award Agreement under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan Filed herewith

Registration Rights Agreement, dated April 1, 2021, by and between Northern Oil and Gas, Inc.

and Reliance Marcellus, LLC Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2021

Form of December 2023 Performance-Based Restricted Stock Unit Award Agreement (Compound Annualized TSR) under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan

Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 23, 2024

Form of December 2023 Performance-Based Share Appreciation Award Agreement under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan

Incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 23, 2024

Form of December 2023 Time-Based Restricted Stock Award Agreement under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan

Incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 23, 2024

Form of December 2023 Performance-Based Restricted Stock Unit Award Agreement (Relative TSR) under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan

Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2024

Form of August 2024 Performance-Based Restricted Stock Unit Award Agreement (Compound Annualized TSR) under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024

Form of August 2024 Performance-Based Restricted Stock Unit Award Agreement (Relative TSR) under the Northern Oil and Gas, Inc.

Amended and Restated 2018 Equity Incentive Plan Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024

Third Amended and Restated Credit Agreement, dated as of June 7, 2022, among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 8, 2022

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Second Amendment to the Third Amended and Restated Credit Agreement among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, dated August 2, 2023 Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 4, 2023

Third Amendment to the Third Amended and Restated Credit Agreement among Northern Oil and Gas, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, dated April 29, 2024 Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 30, 2024

Form of Capped Call Confirmation Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 17, 2022

Registration Rights Agreement, dated January 27, 2022, by and between Northern Oil and Gas, Inc.

and Veritas Permian II, LLC and Veritas MOC Holdings, LLC Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 31, 2022

Northern Oil and Gas, Inc.

Insider Trading Policy Filed herewith

Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP Filed herewith

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Northern Oil and Gas, Inc.

Clawback Policy Filed herewith

Clawback Policy Incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 23, 2024

Report of Cawley, Gillespie & Associates Filed herewith

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Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL Filed herewith

* Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits to the SEC upon its request.

# Management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

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Signature Title Date

/s/ Nicholas O’Grady Chief Executive Officer, Principal Executive Officer February 23, 2024

/s/ Nicholas O’Grady Chief Executive Officer, Principal Executive Officer & Director February 20, 2025

Nicholas O’Grady

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We have audited the accompanying balance sheets of Northern Oil & Gas, Inc.

(the "Company") as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

(the “Company”) as of December 31, 2024 and 2023, the related statements of operations, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Proved Oil and Natural Gas Properties – Oil and Natural Gas Reserves – Refer to Note 2 to the financial statements

The communication of critical audit matters does not alter in any way our opinion on the 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.

Proved Oil and Natural Gas Properties – Oil and Natural Gas Reserves and the Impact to Full Cost Ceiling Test Impairment Calculation (“Ceiling Test”) – Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company follows the full cost method of accounting for crude oil and natural gas operations.

Therefore, the Company’s proved oil and natural gas properties are depleted using the units-of-production method based upon production and estimates of proved reserves volumes and are evaluated for impairment by performing a ceiling test each quarter.

Therefore, the Company’s proved oil and natural gas properties are depleted using the units-of-production method based upon production.

The Company’s proved oil and natural gas properties are evaluated for impairment at least quarterly in accordance with accounting principles generally accepted in the United States of America and SEC guidelines.

The ceiling test involves a comparison of net capitalized costs to the sum of the present value of the estimated future net cash flows from the Company’s oil and natural gas properties.

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The Company’s oil and natural gas reserve quantities and the related future net cash flows are audited by its third-party independent reserve engineers.

Changes in these estimates, assumptions, or engineering data involve judgments which could have significant impact on the depletion calculation and proved oil and natural gas properties impairment evaluation.

Changes in these estimates, assumptions, or engineering data involve judgments which could have a significant impact on the depletion calculation and proved oil and natural gas properties impairment evaluation.

Given the significant judgments made by management relating to the estimates and assumptions required within the five-year development plan due to limited visibility as a non-operator regarding future production quantities, performing audit procedures to evaluate the Company’s oil and natural gas reserve quantities and the related future net cash flows required a high degree of auditor judgment and an increased extent of effort.

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Our audit procedures related to management’s significant judgments and assumptions regarding oil and natural gas reserve quantities and the related future net cash flows associated with the five-year development plan included the following, among others:

• We tested the operating effectiveness of controls related to the Company’s estimation of oil and natural gas reserve quantities and the related future net cash flows,

• We evaluated the reasonableness of the future production quantities associated with management’s five-year development plan by comparing to:

• We tested the operating effectiveness of controls related to the Company’s estimation of oil and natural gas reserve quantities and the related future net cash flows, including controls related to the five-year development plan.

• We evaluated the reasonableness of the future production quantities and the related future net cash flows associated with management’s five-year development plan by comparing to:

◦ Historical conversions of proved undeveloped oil and natural gas reserves into proved developed oil and natural gas reserves.

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◦ Authorization and approval for expenditures.

– External information regarding the ability of the operators of the oil and natural gas properties to develop proved undeveloped reserves considering current and forecasted liquidity of the operators obtained from publicly available information, level of drilling activity by operators in areas where the Company holds leasehold interests, and length of time required to drill and complete groups of wells.

◦ External information regarding the ability of the operators of the oil and natural gas properties to develop proved undeveloped reserves considering current and forecasted liquidity of the operators obtained from publicly available information, level of drilling activity by operators in areas where the Company holds leasehold interests, and length of time required to drill and complete wells.

◦ Company’s expected availability of capital relative to the five-year development plan.

• We evaluated the Company’s estimates of future production volumes by completing a retrospective comparison to historical production.

• We evaluated the experience, qualifications, and objectivity of the Company's engineers responsible for the preparation of the reserve estimates and assumptions and engineering data, and the third-party independent reserve engineering firm engaged to audit management's oil and natural gas reserve quantities.

• We evaluated the estimate of operating costs used in the forecast at year-end and compared to historical operating costs.

• We evaluated the experience, qualifications, and objectivity of the Company’s engineers responsible for the auditing of the reserve estimates and assumptions and engineering data.

We made inquiries of those reserve engineers regarding the process utilized and judgments made to audit the Company’s estimates of oil and natural gas reserves.

/s/ Deloitte & Touche LLP

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Derivative Instruments 19,915 16,797

Contingent Consideration — 10,107

Other Current Liabilities 4,705 2,130

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99,113,645 shares outstanding at 12/31/2024

135,000,000 authorized;

100,761,148 shares outstanding at 12/31/2023

Additional Paid-In Capital 1,877,416 2,124,963

Retained Deficit ( 77,790 ) ( 1,000,759 )

Retained Earnings (Deficit) 442,518 ( 77,790 )

Total Stockholders’ Equity 2,320,435 2,047,676

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Interest Expense, Net of Capitalization ( 157,717 ) ( 135,664 ) ( 80,331 )

Gain (Loss) on Interest Rate Derivatives, Net ( 1,017 ) 993 1,043

Gain (Loss) on the Extinguishment of Debt, Net 659 810 ( 13,087 )

Contingent Consideration Gain (Loss) 10,107 1,859 ( 292 )

Other Income (Expense) 4,795 ( 185 ) ( 9 )

Gain (Loss) on Unsettled Interest Rate Derivatives, Net 263 ( 1,017 ) 993

Gain on the Extinguishment of Debt, Net — 659 810

Contingent Consideration Gain — 10,107 1,859

Other Income 440 4,795 ( 185 )

Total Other Income (Expense) ( 157,014 ) ( 121,120 ) ( 76,854 )

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Premium on Repurchase of Preferred Stock — — ( 35,731 )

Net Income (Loss) Attributable to Common Stockholders $ 922,969 $ 727,703 $ ( 8,400 )

Net Income (Loss) Per Common Share – Basic $ 10.09 $ 9.26 $ ( 0.13 )

Net Income (Loss) Per Common Share – Diluted $ 10.03 $ 8.92 $ ( 0.13 )

Net Income Attributable to Common Stockholders $ 520,308 $ 922,969 $ 727,703

Net Income Per Common Share – Basic $ 5.21 $ 10.09 $ 9.26

Net Income Per Common Share – Diluted $ 5.14 $ 10.03 $ 8.92

Weighted Average Common Shares Outstanding – Basic 99,852,539 91,483,687 78,557,216

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Amortization of Debt Issuance Costs 9,411 8,096 4,975

(Gain) Loss on Extinguishment of Debt ( 659 ) ( 810 ) 13,087

Gain on Extinguishment of Debt — ( 659 ) ( 810 )

Amortization of Bond Premium on Long-term Debt ( 1,143 ) ( 1,475 ) ( 2,125 )

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Unrealized (Gain) Loss on Derivative Instruments 20,995 ( 200,314 ) ( 41,180 )

(Gain) Loss on Contingent Consideration ( 10,107 ) ( 1,859 ) 292

Gain on Contingent Consideration — ( 10,107 ) ( 1,859 )

Share-Based Compensation Expense 11,969 5,660 5,656

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Accrued Interest ( 227 ) 1,738 3,607

Settlement Difference for Asset Retirement Obligations ( 3,752 ) — —

Income Tax Receivable ( 34,801 ) — —

Net Cash Provided By Operating Activities 1,408,663 1,183,321 928,418

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Issuance of Convertible Notes — — 482,971

Repayments of Second Lien Notes — — ( 295,918 )

Repayments of Senior Unsecured Promissory Note — — ( 130,000 )

Issuance of Senior Notes — 492,840 —

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NORTHERN OIL AND GAS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, AND 2022

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Earnings Total Stockholders’

Shares Amount Shares Amount Capital (Deficit) (Deficit)

December 31, 2020 45,908,779 $ 448 2,218,732 $ 2 $ 1,556,602 $ ( 1,780,357 ) $ ( 223,304 )

Issuance of Common Stock 339,653 — — — — — —

Restricted Stock Forfeitures ( 14,355 ) — — — 1 — 1

Share Based Compensation — — — — 3,903 — 3,903

Restricted Stock Surrenders - Tax Obligations ( 60,611 ) — — — ( 839 ) — ( 839 )

Equity Offerings, Net of Issuance Costs 31,125,000 31 — — 438,045 — 438,077

Issuance of Common Stock Warrants — — — — 30,512 — 30,512

Contingent Consideration Settlements 43,455 — — — 785 — 785

Preferred Stock Dividends — — — — ( 29,212 ) — ( 29,212 )

Common Stock Dividends Declared — — — — ( 11,149 ) — ( 11,149 )

Net Income — — — — — 6,361 6,361

Shares Amount Shares Amount Capital (Deficit) Equity

December 31, 2021 77,341,921 $ 479 2,218,732 $ 2 $ 1,988,649 $ ( 1,773,996 ) $ 215,135

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December 31, 2023 100,761,148 $ 503 — $ — $ 2,124,963 $ ( 77,790 ) $ 2,047,676

Issuance of Common Stock 225,773 — — — — — —

Restricted Stock Forfeitures ( 424 ) — — — ( 2 ) — ( 2 )

Share Based Compensation — — — — 11,971 — 11,971

Restricted Stock Surrenders - Tax Obligations ( 101,415 ) — — — ( 3,788 ) — ( 3,788 )

Acquisitions of Oil and Natural Gas Properties 107,657 — — — 3,737 — 3,737

Issuance of Common Stock in Exchange for Warrants 656,297 — — — — — —

Repurchases of Common Stock ( 2,535,391 ) ( 2 ) — — ( 95,439 ) — ( 95,441 )

Common Stock Dividends Declared — — — — ( 164,026 ) — ( 164,026 )

Net Income — — — — — 520,308 520,308

December 31, 2024 99,113,645 $ 501 — $ — $ 1,877,416 $ 442,518 $ 2,320,435

The accompanying notes are an integral part of these financial statements.

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Northern Oil and Gas, Inc.

(the “Company,” “Northern,” “our” and words of similar import), a Delaware corporation, is 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.

(the “Company,” “NOG,” “our” and words of similar import), a Delaware corporation, is 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.

The Company’s common stock trades on the New York Stock Exchange under the symbol “NOG”.

The Company’s principal business is crude oil and natural gas exploration, development, and production with operations in the United States.

The Company’s primary strategy 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.

The Company’s principal business is crude oil and natural gas exploration, development, and production in the United States.

The Company’s primary strategy is investing in non-operated minority working and mineral interests in oil and natural gas properties, with a core area of focus in four premier basins within the United States.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

In connection with preparing the financial statements for the year ended December 31, 2023, the Company has evaluated subsequent events through the date of this filing and determined (i) that there were no subsequent events which required recognition in the financial statements through the date of this filing and (ii) to include the disclosure in Note 14 regarding subsequent events.

Out-of-Period Adjustments

During the year ended December 31, 2024, the Company identified certain errors in its previously issued financial statements that have now been corrected through cumulative out-of-period adjustments in the financial statements as of and for the year ended December 31, 2024.

The errors relate, primarily, to improper classifications of income taxes withheld by the state of New Mexico, from January 2021 through June 2024, that were recorded as production tax expense.

As a result, the Company recorded an out-of-period adjustment of approximately $ 32.1 million in the year ended December 31, 2024 to record an income tax receivable, offset by a reduction in production taxes.

Further, in the year ended December 31, 2024, the Company recorded an out-of-period adjustment of approximately $ 6.7 million to income tax expense, offset by an increase in deferred tax liabilities.

These errors understated net income for the fiscal years ended December 31, 2023, 2022, and 2021, by approximately $ 9.3 million, $ 11.2 million, and $ 0.5 million, respectively.

Management considered qualitative and quantitative factors and concluded the out-of-period adjustments are immaterial to 2024 and each of the applicable periods.

Use of Estimates

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Certain prior period balances in the statements of cash flows have been reclassified to conform to the current year presentation.

Such reclassifications had no impact on net income (loss), cash flows or stockholders’ equity (deficit) previously reported.

Such reclassifications had no impact on net income, cash flows or stockholders’ equity previously reported.

Cash and Cash Equivalents

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The allowance for doubtful accounts was $ 4.0 million and $ 4.0 million as of December 31, 2024 and 2023, respectively.

As of December 31, 2023 and 2022, the Company included accounts receivable of $ 2.4 million and $ 3.2 million, respectively, in Other Noncurrent Assets, Net due to their long-term nature.

The Company did not have any accounts receivable balances recorded in Other Noncurrent Assets, Net as of December 31, 2024.

Conversely, as of December 31, 2023, the Company included accounts receivable of $ 2.4 million in Other Noncurrent Assets, Net due to their long-term nature.

Advances to Operators

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Property and equipment that are not crude oil and natural gas properties are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to seven years .

Expenditures for replacements, renewals, and betterments are capitalized.

Expenditures for replacements, renewals, and betterment are capitalized.

Maintenance and repairs are charged to operations as incurred.

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The Company has no t recognized any impairment losses on non-crude oil and natural gas long-lived assets.

Oil and Gas Properties

Oil and Natural Gas Properties

The Company follows the full cost method of accounting for crude oil and natural gas operations whereby all costs related to the exploration and development of crude oil and natural gas properties are capitalized into a single cost center (“full cost pool”).

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Total $ 3,172 $ 4,036 $ 4,410

As of December 31, 2023, the Company held leasehold and other oil and gas interests in the United States in the Williston Basin, Permian Basin and Appalachian Basin.

As of December 31, 2024, the Company held leasehold and other oil and gas interests in the United States in the Williston Basin, Permian Basin, Appalachian Basin and Uinta Basin.

Proceeds from property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs.

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Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter.

The test determines a limit, or ceiling, on the net book value of the proved oil and gas properties.

The test determines a limit, or ceiling, on the net book value of the oil and natural gas properties.

Net capitalized costs are limited to the lower of unamortized cost net of deferred income taxes, or the cost center ceiling.

The proved oil and natural gas properties, net balance was $ 3.9 billion as of December 31, 2023.

The cost center ceiling is defined as the sum of (a) estimated future net revenues, discounted at 10 % per annum, from proved reserves, based on the trailing twelve-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions or financial derivatives designated as hedges for accounting purposes, if any, that hedge the Company’s oil and natural gas revenue, and excluding the estimated abandonment costs for properties with asset retirement obligations recorded in the balance sheet, (b) the cost of properties not being amortized, if any, and (c) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties.

If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash writedown is required.

The oil and natural gas properties, net balance was $ 5.1 billion as of December 31, 2024.

the-month price, adjusted for any contract provisions or financial derivatives designated as hedges for accounting purposes, if any, that hedge the Company’s oil and natural gas revenue, and excluding the estimated abandonment costs for properties with asset retirement obligations recorded in the balance sheet, (b) the cost of properties not being amortized, if any, and (c) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties.

If the net book value, including related deferred taxes, exceeds the ceiling, a non-cash ceiling impairment is required.

The Company did no t have any ceiling test impairment for the years ended December 31, 2024, 2023 and 2022.

Impairment charges affect the Company’s reported net income but do not reduce the Company’s cash flow.

Average commodity prices have declined in recent months.

If this downward trend continues, and/or if our proved reserves decrease significantly in future months, the present value of the Company’s future net revenues could decline significantly, which could trigger the need for the Company to record a non-cash ceiling test impairment of its oil and gas property costs in future periods.

The Company computes the provision for depletion of oil and natural gas properties using the unit-of-production method based upon production and estimates of proved reserve quantities.

Unproved costs and related carrying costs are excluded from the depletion base until the properties associated with these costs are considered proved or impaired.

Unproved costs and related carrying costs are excluded from the depletion base until the properties associated with these costs are evaluated for reserves.

The following table presents depletion and depletion per BOE sold of the Company’s proved oil and natural gas properties for the periods presented:

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The depletion rate is determined by dividing the total unamortized cost base plus future development costs by net equivalent proved reserves at the beginning of the period.

The costs of unproved properties are withheld from the depletion base until such time as they are either developed or otherwise transferred to the full cost pool.

The costs of unproved properties are withheld from the depletion base until such time as they are evaluated for reserves.

When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion and full cost ceiling calculations.

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When the liability is initially recorded, the Company increases the carrying amount of oil and natural gas properties by an amount equal to the original liability.

The liability is accreted to its present value each period, and the capitalized cost is depreciated consistent with depletion of proved properties.

The liability is accreted to its present value each period, and the capitalized cost is added to the full cost pool and is subject to depletion.

Upon settlement of the liability or the sale of the well, the liability is relieved.

These liability amounts may change because of changes in asset lives, estimated costs of abandonment or legal or statutory remediation requirements.

Any variances between the liabilities recorded and the actual cost incurred to retire the assets is recorded as an adjustment to accumulated amortization of the full cost pool.

Business Combinations

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The use of fair value accounting requires the use of significant judgment since some transaction components do not have fair values that are readily determinable.

The excess, if any, of the purchase price over the net fair value amounts assigned to assets acquired and liabilities assumed is recognized as goodwill.

Conversely, if the fair value of assets acquired exceeds the purchase price, including liabilities assumed, the excess is immediately recognized in earnings as a bargain purchase gain.

The excess, if any, of the purchase price over the net fair value amounts assigned to assets acquired and liabilities

assumed is recognized as goodwill.

Conversely, if the fair value of assets acquired exceeds the purchase price, including liabilities assumed, the excess is immediately recognized in earnings as a gain on bargain purchase.

Financial Instruments

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The fair values of the Company’s derivative instruments assets and liabilities are based on a third-party industry-standard pricing model using contract terms and prices and assumptions and inputs that are substantially observable in active markets throughout the full term of the instruments, including forward oil price curves, discount rates, volatility factors and credit risk adjustments.

The fair values of the Company’s contingent consideration liabilities are determined by a third-party valuation specialist using Monte Carlo simulations that include observable market data.

The carrying amount of long-term debt associated with borrowings outstanding under the Company’s Revolving Credit Facility approximates fair value as borrowings bear interest at variable rates.

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Revenue Recognition

The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production.

The Company’s revenues are primarily derived from its interests in the sales of oil and natural gas production.

The Company recognizes revenue from its interests in the sales of crude oil and natural gas in the period that its performance obligations are satisfied.

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Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and natural gas sold.

A wellhead imbalance liability equal to the Company’s share is recorded to the extent that the Company’s well operators have sold volumes in excess of its share of remaining reserves in an underlying property.

However, for the years ended December 31, 2023, 2022 and 2021, the Company’s natural gas production was in balance, meaning its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in natural gas production from those wells.

The Company’s disaggregated revenue has two primary sources:

oil sales and natural gas and NGL sales.

Substantially all of the Company’s oil and natural gas sales come from three geographic areas in the United States:

the Williston Basin (North Dakota and Montana), the Permian Basin (New Mexico and Texas), and the Appalachian Basin (Pennsylvania and Ohio).

The following tables present the disaggregation of the Company’s oil revenues and natural gas and NGL revenues by basin for the years ended December 31, 2023, 2022 and 2021.

Twelve Months Ended December 31, 2023

(In thousands) Williston Permian Appalachian Total

Oil Revenues $ 925,852 $ 720,245 $ — $ 1,646,096

Natural Gas and NGL Revenues 114,497 101,386 35,800 251,682

Total $ 1,040,348 $ 821,631 $ 35,800 $ 1,897,779

Twelve Months Ended December 31, 2022

(In thousands) Williston Permian Appalachian Total

Oil Revenues $ 1,058,878 $ 415,732 $ — $ 1,474,610

Natural Gas and NGL Revenues 260,462 116,034 134,692 511,188

Total $ 1,319,340 $ 531,766 $ 134,692 $ 1,985,798

Substantially all of the Company’s oil and natural gas sales come from four operating areas in the United States:

the Williston Basin, the Permian Basin, the Appalachian Basin, and the Uinta Basin.

The following tables present the disaggregation of the Company’s oil revenues and natural gas and NGL revenues for the years ended December 31, 2024, 2023 and 2022.

Twelve Months Ended December 31,

(In thousands) Williston Permian Appalachian Total

Oil Revenues $ 730,982 $ 42,488 $ — $ 773,470

Natural Gas and NGL Revenues 141,425 7,386 52,808 201,619

(In thousands) 2024 2023 2022

Oil Sales $ 1,897,857 $ 1,646,096 $ 1,474,610

Natural Gas and NGL Sales 254,222 251,683 511,188

Total $ 2,152,079 $ 1,897,779 $ 1,985,798

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The Company faces concentration risk due to the fact that substantially all of its oil and natural gas revenue is sourced from a limited number of geographic areas of operations.

As a result, the Company is disproportionately exposed to risks that affect one or more of those areas in the Williston Basin (North Dakota and Montana), the Permian Basin (New Mexico and Texas), and the Appalachian Basin (Pennsylvania and Ohio).

As a result, the Company is disproportionately exposed to risks that affect one or more of those areas in the Williston Basin, the Permian Basin, the Appalachian Basin, and the Uinta Basin.

The Company manages and controls market and counterparty credit risk.

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The Company has not experienced any significant losses from such investments.

The Company attempts to limit the amount of credit exposure to any one financial

institution or company.

The Company attempts to limit the amount of credit exposure to any one financial institution or company.

The Company believes the credit quality of its counterparties is generally high.

In the normal course of business, letters of credit or parent guarantees may be required for counterparties which management perceives to have a higher credit risk.

Reportable Segment Information

The Company has one reportable segment, which is engaged in the acquisition, exploration, development and production of crude oil and natural gas in the United States.

All of the Company’s oil and natural gas sales come from customers in the United States.

The segment’s revenues are primarily derived from our interests in the sales of crude oil and natural gas production.

The Company’s chief operating decision maker (“CODM”) is our chief executive officer, who manages the Company’s business activities as a single operating and reporting segment.

The accounting policies of the one reportable segment are the same as those described in the summary of significant accounting policies.

The CODM uses net income, as reported in our statement of operations, to measure segment profit or loss, assess performance, and make strategic capital resources allocations.

The measure of segment assets is reported on our balance sheet as total assets.

The significant expense categories regularly provided to the CODM are the expenses as noted on the face of the statements of operations.

Stock-Based Compensation

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The Company estimates for each interim reporting period the effective tax rate expected for the full fiscal year and uses that estimated rate in providing for income taxes on a current year-to-date basis.

The Company’s only taxing jurisdictions are the United States and the US states in which we operate.

The Company’s only taxing jurisdictions are the United States and the states in which we operate.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.

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In projecting future taxable income, the Company begins with historical results and incorporates assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences.

The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company is using to manage the underlying businesses.

Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized.

In assessing the need for a valuation allowance for the Company’s deferred tax assets, a significant item of positive evidence considered was the cumulative book income in recent years.

The Company had historically been in a cumulative book loss position, driven primarily by full cost ceiling test impairments during the prior periods.

Additionally, at December 31, 2023, the Company had a net deferred tax liability (prior to consideration of valuation allowance) and estimates the deferred tax liabilities will reverse and create taxable income against which the deferred tax assets may be realized.

The Company also considered negative evidence including the fact that the Company’s revenue, profitability and future growth are dependent upon prevailing and future prices for oil and natural gas, which continue to be volatile.

Based on all factors considered, management released the valuation allowance against the Company’s federal and the majority of its state deferred tax assets at December 31, 2023.

Accordingly, the valuation allowance against certain of the Company’s deferred tax assets at December 31, 2023 and 2022 was $ 1.9 million and $ 156.3 million, respectively.

The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company is using to manage its businesses.

Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some components or all of the benefits of deferred tax assets will not be realized.

As of December 31, 2024 and 2023, the Company recorded valuation allowances of $ 1.8 million and $ 1.9 million, respectively, against certain of the Company’s deferred tax assets.

Derivative Instruments and Price Risk Management

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The Company may also use exchange traded futures contracts and option contracts to hedge the delivery price of commodities at a future date.

The Company recognizes derivative instruments as assets or liabilities in the balance sheet, measured at fair value and marked-to-market at the end of each period.

Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to gain (loss) on derivative instruments, net on the statements of operations.

See Note 12 for a description of the derivative contracts into which the Company has entered.

The Company recognizes derivative instruments as assets or liabilities in the balance sheets, measured at fair value and marked-to-market at the end of each period.

Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to gain (loss) on derivative instruments, net in the statements of operations.

See Note 12 for a description of the open derivative contracts into which the Company has entered.

Employee Benefit Plans

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The plan allows eligible employees to make pre-tax contributions up to 100 % of their annual compensation, not to exceed annual limits established by the federal government.

The Company offers matching contributions to its employees’ retirement funds.

Employees are 100 % vested in the employer contributions upon receipt.

Net Income (Loss) Per Common Share

Basic earnings per share (“EPS”) are computed by dividing net income (loss) attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator).

Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period.

Potential common shares include shares issuable upon exercise of stock options or warrants and vesting of restricted stock awards, and shares issuable upon conversion of the Series A Preferred Stock (as defined below) or Convertible Notes (see Note 4).

Net Income Per Common Share

Basic earnings per share (“EPS”) are computed by dividing net income attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator).

Diluted EPS is computed by dividing net income attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period.

Potential common shares include shares issuable upon exercise of stock warrants and vesting of restricted stock awards, and shares issuable upon conversion of the Convertible Notes (see Note 4).

The number of potential common shares outstanding are calculated using the treasury stock or if-converted method.

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Restricted stock awards are excluded from the calculation of basic weighted average common shares outstanding until they vest.

For restricted stock awards that vest based on achievement of performance and/or market conditions, the number of contingently issuable common shares included in diluted weighted-average common shares outstanding is based on the number of common shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period were the end of the contingency period, assuming the result would be dilutive.

For restricted stock awards that vest based on achievement of performance and/or market conditions, the number of contingently issuable common shares included in diluted weighted-average common shares outstanding is based on the number of common shares, if any, that would be issuable under the terms of the arrangement if the performance and/or market conditions were met at the end of the reporting period, assuming the result would be dilutive.

Supplemental Cash Flow Information

The following reflects the Company’s supplemental cash flow information for the years ended December 31, 2023, 2022 and 2021:

The following table reflects the Company’s supplemental cash flow information for the years ended December 31, 2024, 2023 and 2022:

(In thousands) 2024 2023 2022

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Contingent Consideration — — 11,966

Compensation Capitalized on Oil and Gas Properties 280 218 282

Compensation Capitalized on Oil and Natural Gas Properties 786 280 218

Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties — — 17,870

Accrued Liabilities From Acquisitions of Oil and Natural Gas Properties — 5,168 —

Other Property and Equipment Included in Accounts Payable — — 578

Issuance of Common Stock - Acquisitions of Oil and Natural Gas Properties 3,737 — —

Non-cash Financing Activities:

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Issuance of Common Stock in Exchange for Warrants 23,338 13,328 76,904

Adopted and Recently Issued Accounting Pronouncements

Repurchases of Common Stock - Excise Tax 944 — —

Recently Adopted and Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date.

If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts.

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The adoption is expected to enhance the Company's Notes to the Consolidated Financial Statements.

The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

If not discussed, management believes that the impact of recently issued accounting standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

Recently Adopted Accounting Pronouncements:

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280):

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This guidance is effective for annual periods beginning after December 15, 2023, with early adoption permitted.

The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosure.

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends GAAP to include 14 disclosure requirements that are currently required under SEC

Regulation S-X or Regulation S-K.

The Company adopted ASU 2023-07 as of December 31, 2024 with no significant impact on its financial statements and related disclosures.

Recently Issued Accounting Pronouncements:

In November 2024, the FASB issued ASU 2024-04 Debt - Debt With Conversion and Other Options (Subtopic 470-20):

Induced Conversion of Convertible Debt Instruments.

The objective of the standard is to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt with Conversion and Other Options.

This standard

will affect entities that settle convertible debt instruments for which the conversion privileges are changed to induce conversion.

ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of the new standard on its financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The standard requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

The objective of the standard is to provide disaggregated information about a public business entity’s expenses to help investors better understand the components of an entity’s expenses, which should enable investors to better assess an entity’s prospects for future cash flows.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of the new standard on its financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The adoption is expected to enhance the Company's Notes to the Financial Statements.

The Company is currently evaluating the impact the new standard will have on its financial statements and related disclosures.

Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K.

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2024 Acquisitions

In addition to the closing of the Delaware Acquisition, the Point Acquisition and the XCL Acquisition (each as defined below), during 2024, the Company acquired oil and natural gas properties through a number of smaller independent transactions for a total of $ 53.1 million.

Delaware Acquisition

In January 2024, the Company completed its acquisition of certain oil and natural gas properties, interests and related assets in the Delaware Basin from a private seller, effective as of November 1, 2023 (the “Delaware Acquisition”).

The total consideration paid to the seller at closing included 107,657 shares of common stock and $ 147.8 million in cash, a portion of which was funded by a $ 17.1 million deposit paid at signing in November 2023.

The results of operations from the date of the Delaware Acquisition through December 31, 2024 represented approximately $ 43.4 million of revenue and $ 17.6 million of income from operations.

The Company accounted for the Delaware Acquisition as a business combination.

Accordingly, transaction costs of approximately $ 0.6 million were included in general and administrative expense in the Company’s statements of operations.

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

(In thousands)

Fair value of net assets:

Proved oil and natural gas properties $ 151,912

Total assets acquired 151,912

Asset retirement obligations ( 380 )

Net assets acquired $ 151,531

Fair value of consideration paid for net assets:

Cash consideration $ 147,794

Non-cash consideration $ 3,737

Total fair value of consideration transferred $ 151,531

Point Acquisition

In September 2024, the Company completed its acquisition of certain oil and natural gas properties located in the Delaware Basin from Point Energy Partners, LLC (“Point”), effective as of April 1, 2024 (the “Point Acquisition”).

At closing, the Company acquired a 20 % undivided working interest in the assets sold by Point, with Vital Energy, Inc., an unaffiliated third party, acquiring the other 80 % and becoming the operator of the acquired assets.

The total consideration paid to the seller at closing, net to the Company, was $ 205.1 million in cash, a portion of which was funded by a $ 22.0 million acquisition deposit paid in July 2024.

As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $ 7.2 million subsequent to closing.

The Company accounted for the Point Acquisition as an asset acquisition, as substantially all of the fair value of the gross assets acquired were concentrated in a group of similar identifiable assets.

Accordingly, approximately $ 2.8 million transaction costs were capitalized to the full cost pool of the oil and natural gas properties acquired.

XCL Acquisition

In October 2024, the Company completed its acquisition of certain oil and natural gas properties in the Uinta Basin from XCL Resources, LLC and certain affiliated entities (“XCL”), effective as of May 1, 2024 (the “XCL Acquisition”).

At closing, the Company acquired a 20 % undivided working interest in the assets sold by XCL, with SM Energy Company, an unaffiliated third party, acquiring the other 80 % and becoming the operator of the acquired assets.

The total consideration paid to the seller at closing, net to the Company, was $ 511.3 million in cash, a portion of which was funded by a $ 25.5 million acquisition deposit paid in June 2024.

The Company accounted for the XCL Acquisition as an asset acquisition, as substantially all of the fair value of the gross assets acquired were concentrated in a group of similar identifiable assets.

Accordingly, approximately $ 9.4 million transaction costs were capitalized to the full cost pool of the oil and natural gas properties acquired.

2023 Acquisitions

During 2023, the Company completed the following larger bolt-on acquisitions (each as defined and described below):

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MPDC Acquisition

On January 5, 2023, the Company completed its acquisition (the “MPDC Acquisition”) of certain oil and gas properties, interests and related assets from Midland Petro D.C.

In January 2023, the Company completed its acquisition (the “MPDC Acquisition”) of certain oil and natural gas properties, interests and related assets from Midland Petro D.C.

Partners, LLC and Collegiate Midstream LLC (collectively, “MPDC”), effective as of August 1, 2022.

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As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $ 8.2 million subsequent to closing.

The results of operations from the acquisition from the January 5, 2023 closing date through December 31, 2023, represented approximately $ 157.0 million of revenue and $ 102.3 million of income from operations.

The Company incurred $ 3.5 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations.

The results of operations from the date of the MPDC Acquisition through December 31, 2023, represented approximately $ 157.0 million of revenue and $ 102.3 million of income from operations.

The Company accounted for the MPDC Acquisition as a business combination.

Accordingly, transaction costs of approximately $ 3.5 million were included in general and administrative expense in the Company’s statements of operations.

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

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Forge Acquisition

On June 30, 2023, the Company completed its acquisition (the “Forge Acquisition”) of Permian Delaware Basin assets from Forge Energy II Delaware, LLC (“Forge”), effective as of March 1, 2023.

At closing, the Company acquired a 30 % undivided stake in the assets sold by Forge, with Vital Energy, Inc., an unaffiliated third party, acquiring the other 70 % and becoming the operator of the assets.

In June 2023, the Company completed its acquisition (the “Forge Acquisition”) of certain Permian Delaware Basin assets from Forge Energy II Delaware, LLC (“Forge”), effective as of March 1, 2023.

The total consideration at closing, net to the Company, was $ 167.9 million in cash.

As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $ 0.7 million subsequent to closing.

The results of operations from the acquisition from the June 30, 2023, closing date through December 31, 2023, represented approximately $ 46.0 million of revenue and $ 29.3 million of income from operations.

The Company incurred $ 2.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations.

The results of operations from the date of the Forge Acquisition through December 31, 2023, represented approximately $ 46.0 million of revenue and $ 29.3 million of income from operations.

The Company accounted for the Forge Acquisition as a business combination.

Accordingly, transactions costs of approximately $ 2.3 million were included in general and administrative expense in the Company’s statements of operations.

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

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Novo Acquisition

On August 15, 2023, the Company completed its acquisition (the “Novo Acquisition”) of certain Permian Delaware Basin assets of Novo Oil & Gas Holdings, LLC (“Novo”), effective as of May 1, 2023.

In August 2023, the Company completed its acquisition (the “Novo Acquisition”) of certain Permian Delaware Basin assets of Novo Oil & Gas Holdings, LLC (“Novo”), effective as of May 1, 2023.

At closing, the Company acquired a 33.33 % undivided stake in the assets sold by Novo to Earthstone Energy Holdings, LLC (“Earthstone”), an unaffiliated third party, with Earthstone retaining the other 66.67 % and becoming operator of the acquired assets.

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As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $ 1.2 million subsequent to closing.

The results of operations from the acquisition from the August 15, 2023 closing date through December 31, 2023, represented approximately $ 78.5 million of revenue and $ 40.9 million of income from operations.

The Company incurred $ 4.6 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations.

The results of operations from the date of the Novo Acquisition through December 31, 2023, represented approximately $ 78.5 million of revenue and $ 40.9 million of income from operations.

The Company accounted for the Novo Acquisition as a business combination.

Accordingly, transaction costs of approximately $ 4.6 million were included in general and administrative expense in the Company’s statement of operations.

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

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Total fair value of consideration transferred $ 468,436

2022 Acquisitions

During 2022, the Company completed the following larger bolt-on acquisitions (each as defined and described below):

the Veritas Acquisition, the Incline Acquisition, the Vital Acquisition, the Alpha Acquisition, and the Delaware Acquisition (collectively, the “2022 Bolt-on Acquisitions”).

During 2022, in addition to the 2022 Bolt-on Acquisitions, the Company acquired oil and natural gas properties through a number of smaller independent transactions for a total of $ 100.0 million.

Veritas Acquisition

On January 27, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Basin from Veritas TM Resources, LLC, Veritas Permian Resources, LLC, Veritas Lone Star Resources, LLC, and Veritas MOC Resources, LLC, effective as of October 1, 2021 (the “Veritas Acquisition”).

The total consideration was $ 408.8 million, which included $ 390.9 million in cash and warrants to purchase 1,939,998 shares of the Company’s common stock, par value $ 0.001 per share, at an exercise price equal to $ 28.30 per share.

The warrants had a total estimated fair value of $ 17.9 million.

As a result of customary post-closing adjustments, the Company further decreased its proved oil and natural gas properties and total consideration by $ 3.1 million subsequent to closing.

The results of operations from the acquisition from the January 27, 2022 closing date through December 31, 2022, represented approximately $ 244.1 million of revenue and $ 168.0 million of income from operations.

The Company incurred $ 7.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations.

The following table reflects the fair values of the net assets and liabilities as of the date of acquisition:

(In thousands)

Fair value of net assets:

Proved oil and natural gas properties $ 383,755

Unproved oil and natural gas properties 26,262

Total assets acquired 410,017

Asset retirement obligations ( 1,219 )

Net assets acquired $ 408,798

Fair value of consideration paid for net assets:

Cash consideration $ 390,928

Issuance of Common Stock Warrants ( 1.9 million shares at $ 28.30 per share)

Total fair value of consideration transferred $ 408,798

Incline Acquisition

On August 15, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Williston Basin from Incline Bakken, LLC, effective as of April 1, 2022 (the “Incline Acquisition”).

The total consideration at closing was $ 159.8 million, which includes $ 158.0 million in cash and $ 1.8 million in value attributable to potential additional contingent consideration (described in more detail below).

As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $ 7.5 million subsequent to closing.

The results of operations from the acquisition from the August 15, 2022 closing date through December 31, 2022, represented approximately $ 25.3 million of revenue and $ 17.0 million of income from operations.

The Company incurred $ 1.1 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations.

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

(In thousands)

Fair value of net assets:

Proved oil and natural gas properties $ 160,155

Total assets acquired 160,155

Asset retirement obligations ( 319 )

Net assets acquired $ 159,836

Fair value of consideration paid for net assets:

Cash consideration $ 157,977

Contingent consideration 1,850

Total fair value of consideration transferred $ 159,827

A contingent consideration liability arising from potential additional consideration in connection with the Incline Acquisition was recognized at its fair value.

The seller had the potential to earn up to $ 5.0 million of additional cash consideration dependent upon NYMEX WTI oil pricing at the end of 2022.

This contingent consideration was not earned, and there was no remaining liability as of December 31, 2022.

Vital Acquisition

On October 3, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Midland Basin from Vital Energy, Inc.

(formerly Laredo Petroleum, Inc.), effective as of August 1, 2022 (the “Vital Acquisition”).

The total consideration at closing was $ 110.1 million in cash.

As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $ 6.0 million subsequent to closing.

The results of operations from the acquisition from the October 3, 2022 closing date through December 31, 2022, represented approximately $ 9.4 million of revenue and $ 6.8 million of income from operations.

The Company incurred $ 0.8 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations.

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

(In thousands)

Fair value of net assets:

Proved oil and natural gas properties $ 110,258

Total assets acquired 110,258

Asset retirement obligations ( 187 )

Net assets acquired $ 110,071

Fair value of consideration paid for net assets:

Cash consideration $ 110,071

Total fair value of consideration transferred $ 110,071

Alpha Acquisition

On December 1, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Delaware Basin from Alpha Energy Partners, effective as of September 1, 2022 (the “Alpha Acquisition”).

The total consideration at closing was $ 164.0 million, which includes $ 153.9 million in cash and $ 10.1 million in value attributable to potential additional contingent consideration (described in more detail below).

As a result of customary post-closing adjustments, the Company may adjust its proved oil and natural gas properties and total consideration subsequent to closing.

The results of operations from the acquisition from the December 1, 2022 closing date through December 31, 2022, represented approximately $ 2.6 million of revenue and $ 1.5 million of income from operations.

The Company incurred $ 1.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations.

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

(In thousands)

Fair value of net assets:

Proved oil and natural gas properties $ 164,300

Total assets acquired 164,300

Asset retirement obligations ( 278 )

Net assets acquired $ 164,023

Fair value of consideration paid for net assets:

Cash consideration $ 153,916

Contingent consideration 10,107

Total fair value of consideration transferred $ 164,023

A contingent consideration liability arising from potential additional consideration in connection with the Alpha Acquisition was recognized at its fair value.

The seller had the potential to earn additional cash consideration dependent upon average front month NYMEX WTI oil pricing during the first six months of 2023.

The amount was to be determined on a sliding scale from zero additional consideration if such pricing was below $ 75.00 per barrel, up to $ 22.5 million of additional consideration if such pricing was at least $ 87.85 per barrel.

This contingent consideration was not earned, and there was no remaining associated liability as of December 31, 2023.

The acquisition date fair value of the potential additional consideration, totaling $ 10.1 million, was recorded within contingent consideration liabilities on the Company’s balance sheets.

Changes in the fair value of the liability are recorded in other income (expense) on the Company’s statement of operations.

Delaware Acquisition

On December 16, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Delaware Basin from a private seller, effective as of November 1, 2022 (the “Delaware Acquisition”).

The total consideration at closing was $ 131.6 million in cash.

As a result of customary post-closing adjustments, the Company increased its proved oil and natural gas properties and total consideration by $ 0.1 million subsequent to closing.

The results of operations from the acquisition from the December 16, 2022 closing date through December 31, 2022, represented approximately $ 1.2 million of revenue and $ 0.7 million of income from operations.

The Company incurred $ 1.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations.

The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition:

(In thousands)

Fair value of net assets:

Proved oil and natural gas properties $ 131,773

Total assets acquired 131,773

Asset retirement obligations ( 155 )

Net assets acquired $ 131,618

Fair value of consideration paid for net assets:

Cash consideration $ 131,618

Total fair value of consideration transferred $ 131,618

Pro Forma Information

The following summarized unaudited pro forma statement of operations information for the years ended December 31, 2023 and December 31, 2022 assumes that each of the 2023 Bolt-on Acquisitions and 2022 Bolt-on Acquisitions occurred as of January 1, 2022.

The following summarized unaudited pro forma statements of operations information for the years ended December 31, 2024 and December 31, 2023 provides summarized information for the acquisitions accounted for as business combinations.

The information provided assumes that the acquisitions accounted for as business combinations occurred as of January 1, 2023.

The Company prepared the following summarized unaudited pro forma financial results for comparative purposes only.

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Unproved Properties

All properties that are not classified as proved properties are considered unproved properties and, thus, the costs associated with such properties are not subject to depletion until the properties are evaluated for reserves.

Once a property is evaluated, all associated acreage and drilling costs are subject to depletion.

Unproved properties not being amortized comprise approximately 45,388 net acres and 25,880 net acres of undeveloped leasehold interests at December 31, 2024 and 2023, respectively.

The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur.

The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves.

The timing by which all other unproved properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves.

Excluded costs for unproved properties are accumulated by year.

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Property Acquisition $ 23,563 $ 1,217 $ 8,828 $ 9,094

Development — — — —

Total $ 23,563 $ 1,217 $ 8,828 $ 9,094

The Company historically has acquired unproved properties by purchasing individual or small groups of leases directly from mineral owners, landmen or lease brokers, which leases historically have not been subject to specified drilling projects, and by

purchasing lease packages in identified project areas controlled by specific operators.

The Company generally participates in drilling activities on a heads up basis by electing whether to participate in each well on a well-by-well basis at the time wells are proposed for drilling.

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December 31, 2024

(In thousands) Principal Balance Unamortized Net Premium (Discount) Debt Issuance Costs, Net Long-term Debt, Net

(In thousands) Principal Balance Premium/

(Discount) Debt Issuance Costs, Net Long-term Debt, Net

Revolving Credit Facility (1) $ 690,000 $ — $ — $ 690,000

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December 31, 2023

Principal Balance Unamortized Net Premium Debt Issuance Costs, Net Long-term Debt, Net

Principal Balance Premium/

(Discount) Debt Issuance Costs, Net Long-term Debt, Net

Revolving Credit Facility (1) $ 161,000 $ — $ — $ 161,000

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Convertible Notes due 2029 500,000 — ( 14,214 ) 485,786

Senior Notes due 2031 $ 500,000 $ ( 6,600 ) $ ( 8,749 ) $ 484,651

Total $ 1,866,108 $ 1,776 $ ( 32,330 ) $ 1,835,554

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Revolving Credit Facility

On June 7, 2022, the Company entered into a Third Amended and Restated Credit Agreement (as amended, modified, or supplemented through the date of this filing, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent and collateral agent (“Agent”), and the lenders from time to time party thereto, which amended and restated the Company’s prior revolving credit facility that was entered into on November 22, 2019.

In June 2022, the Company entered into a Third Amended and Restated Credit Agreement (as amended, modified, or supplemented through the date of this filing, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent and collateral agent (“Agent”), and the lenders from time to time party thereto, which amended and restated the Company’s prior revolving credit facility that was entered into in November 2019.

The Revolving Credit Facility is scheduled to mature on June 7, 2027.

The Revolving Credit Facility is comprised of revolving loans and letters of credit and is subject to a borrowing base with maximum loan value to be assigned to the proved reserves attributable to the Company and its subsidiaries’ (if any) oil and gas properties.

As of December 31, 2024, the borrowing base was $ 1.8 billion and the aggregate elected commitment amount was $ 1.5 billion.

The Company’s borrowing availability under the Revolving Credit Facility is set at the lesser of the borrowing base and the elected commitment amount.

The borrowing base will be redetermined semiannually on or around April 1st and October 1st, with one interim “wildcard” redetermination available to each of the Company and the Agent (acting at the direction of the lenders holding at least two-thirds of commitments and loans outstanding under the Revolving Credit Facility) between scheduled redeterminations.

Upon an acquisition of oil and gas properties with an aggregate value exceeding 5 % of the borrowing base, the Company may request an additional redetermination.

The scheduled redeterminations are based on a

December 31st or June 30th reserve report, as applicable, prepared under the supervision of the Company’s chief engineer and, in the case of the December 31st reserve report, audited by an approved petroleum engineer (reasonably acceptable to the Agent).

The borrowing base will be redetermined semiannually on or around April 1 and October 1, with one interim “wildcard” redetermination available to each of the Company and the Agent (acting at the direction of the lenders holding at least two-thirds of commitments and loans outstanding under the Revolving Credit Facility) between scheduled redeterminations.

Upon an acquisition of oil and natural gas properties with an aggregate value exceeding 5 % of the borrowing base, the Company may request an additional redetermination.

The Company has the option to seek commitments for term loans, which such term loans (if obtained) are capped at the least of (i) the borrowing base minus the aggregate elected commitment amount minus the then-outstanding principal amount of term loans, (ii) the aggregate elected commitment amount minus the then-outstanding principal amount of term loans and (iii) $ 500.0 million.

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The applicable margin for base rate loans ranges from 125 to 225 basis points, and the applicable margin for SOFR loans ranges from 225 to 325 basis points, in each case depending on the percentage of the borrowing base utilized.

The Revolving Credit Facility contains negative covenants that limit the Company’s ability, among other things, to pay dividends, incur additional indebtedness, sell assets, enter into certain derivatives contracts, change the nature of its business or operations, merge, consolidate, or make certain types of investments.

The Revolving Credit Facility contains customary events of default and certain positive and negative covenants.

In addition, the Revolving Credit Facility requires that the Company comply with the following financial covenants:

(i) as of the date of determination, the ratio of total net debt to EBITDAX (as defined in the Revolving Credit Facility) shall be no more than 3.50 to 1.00, measured on a rolling four quarter basis, and (ii) the current ratio (defined as consolidated current assets including unused amounts of the total commitments, but excluding non-cash assets under FASB Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”), divided by consolidated current liabilities excluding current non-cash obligations under ASC 815, current maturities under the Revolving Credit Facility and current maturities of any long-term debt) shall not be less than 1.00 to 1.00 .

The Company is in compliance with these financial covenants as of December 31, 2023.

The Company’s obligations under the Revolving Credit Facility may be accelerated, subject to customary grace and cure periods, upon the occurrence of certain Events of Default (as defined in the Revolving Credit Facility).

Such Events of Default include customary events for a financing agreement of this type, including, without limitation, payment defaults, the inaccuracy of representations and warranties, defaults in the performance of affirmative or negative covenants, defaults on other indebtedness of the Company or its subsidiaries, defaults related to judgments and the occurrence of a Change in Control (as defined in the Revolving Credit Facility).

The Company’s obligations under the Revolving Credit Facility are secured by mortgages on not less than 90 % of the value of proven reserves associated with the oil and gas properties included in the determination of the borrowing base.

(i) the Net Leverage Ratio shall be no more than 3.50 to 1.00, and (ii) the Current Ratio shall not be less than 1.00 to 1.00 .

The Company was in compliance with all applicable covenants as of December 31, 2024.

The Company’s obligations under the Revolving Credit Facility are secured by mortgages on not less than 90 % of the value of proven reserves associated with the oil and natural gas properties included in the determination of the borrowing base.

Additionally, the Company entered into a Guaranty and Collateral Agreement in favor of the Agent for the secured parties, pursuant to which the Company’s obligations under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.

Senior Notes due 2028

On February 18, 2021, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2028 Notes Indenture”), pursuant to which the Company issued $ 550.0 million in aggregate principal amount of 8.125 % senior unsecured notes due 2028 (the “Original 2028 Notes”).

On November 15, 2021, the Company issued an additional $ 200.0 million aggregate principal amount of 8.125 % senior notes due 2028 (the “Additional 2028 Notes” and, together with the Original 2028 Notes, the “Senior Notes due 2028”).

In February 2021, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2028 Notes Indenture”), pursuant to which the Company issued $ 550.0 million in aggregate principal amount of 8.125 % senior notes due 2028 (the “Original 2028 Notes”).

In November 2021, the Company issued an additional $ 200.0 million aggregate principal amount of 8.125 % senior notes due 2028 (the “Additional 2028 Notes” and, together with the Original 2028 Notes, the “Senior Notes due 2028”).

The proceeds of the Senior Notes due 2028 were used primarily to refinance existing indebtedness, and for general corporate purposes.

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During 2023, the Company repurchased and retired $ 19.1 million in aggregate principal amount of the Senior Notes due 2028 in open market transactions for a total of $ 18.4 million in cash, plus accrued interest.

As of December 31, 2024, the Company’s liability under the 2028 Notes Indenture was approximately $ 705.1 million.

The Senior Notes due 2028 will mature on March 1, 2028.

Interest is payable semi-annually in arrears on each March 1 and September 1 to holders of record on the February 15 and August 15 immediately preceding the related interest payment date, at a rate of 8.125 % per annum.

Prior to March 1, 2024, the Company may redeem all or a part of the Senior Notes due 2028 at a redemption price equal to 100 % of the principal amount of the Senior Notes due 2028 redeemed, plus an applicable make-whole premium and accrued and unpaid interest to the redemption date.

On or after March 1, 2024, the Company may redeem all or a part of the Senior Notes due 2028 at redemption prices (expressed as percentages of principal amount) equal to

104.063 % for the twelve-month period beginning on March 1, 2024, 102.031 % for the twelve-month period beginning on March 1, 2025, and 100 % beginning on March 1, 2026, plus accrued and unpaid interest to the redemption date.

If a Change of Control Triggering Event (as defined in the 2028 Notes Indenture) occurs, each holder of Senior Notes due 2028 may require the Company to repurchase all or any part of that holder’s the Senior Notes due 2028 for cash at a price equal to 101 % of the aggregate principal amount of the Senior Notes due 2028 repurchased, plus any accrued and unpaid interest on the Senior Notes due 2028 repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase).

The 2028 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to:

(i) incur or guarantee additional indebtedness or issue certain types of preferred stock;

(ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness;

(iii) transfer or sell certain assets;

(iv) make investments;

(v) create liens to secure indebtedness;

(vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company;

(vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person;

(viii) enter into transactions with affiliates;

and (ix) create unrestricted subsidiaries.

These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the Senior Notes due 2028 achieve an investment grade rating from either Moody’s Investors Services, Inc.

or S&P Global Ratings.

The 2028 Notes Indenture contains customary events of default, including, but not limited to:

(i) default for 30 days in the payment when due of interest on the Senior Notes due 2028;

(ii) default in payment when due of the principal of, or premium, if any, on the Senior Notes due 2028;

(iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the Senior Notes due 2028 or the 2028 Notes Indenture, subject to certain notice and grace periods;

(iv) failure by the Company or any of its restricted subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $ 35.0 million;

(v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the 2028 Notes Indenture) to pay final non-appealable judgments aggregating in excess of $ 35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(vi) except as permitted by the 2028 Notes Indenture, any guarantee of the Senior Notes due 2028 is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the 2028 Notes Indenture);

and (vii) certain events of bankruptcy or insolvency described in the 2028 Notes Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries.

The Company may redeem all or a part of the Senior Notes due 2028 at redemption prices (expressed as percentages of principal amount) equal to 104.063 % through February 28, 2025, 102.031 % for the twelve-month period beginning on March 1, 2025, and 100 % beginning on March 1, 2026, plus accrued and unpaid interest to the redemption date.

If a Change of Control Triggering Event (as defined in the 2028 Notes Indenture) occurs, each holder of Senior Notes due 2028 may require the Company to repurchase all or any part of that holder’s Senior Notes due 2028 for cash at a price equal to 101 % of the aggregate principal amount of the Senior Notes due 2028 repurchased, plus any accrued and unpaid interest on the Senior Notes due 2028 repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase).

The 2028 Notes Indenture contains customary events of default and certain affirmative and negative covenants.

As of December 31, 2024, the Company was in compliance with all applicable covenants.

Convertible Notes due 2029

On October 14, 2022, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “Convertible Notes Indenture”), pursuant to which the Company issued $ 500.0 million in aggregate principal amount of 3.625 % convertible senior notes due 2029 (the “Convertible Notes”).

In October 2022, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “Convertible Notes Indenture”), pursuant to which the Company issued $ 500.0 million in aggregate principal amount of 3.625 % convertible senior notes due 2029 (the “Convertible Notes”).

The proceeds of the Convertible Notes were used to refinance existing indebtedness and for other general corporate purposes.

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In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

The Convertible Notes are redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after April 15, 2026 and on or before the 40 th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

and (ii) the trading day immediately before the date the Company sends such notice.

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The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Convertible Notes Indenture), which include the following:

(i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30 -day cure period);

(ii) the Company’s failure to send certain notices under the Convertible Notes Indenture within specified periods of time;

(iii) the Company’s failure to comply with certain covenants in the Convertible Notes Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and any subsidiaries that the Company may form or acquire in the future, taken as a whole, to another person;

(iv) a default by the Company in certain of its other obligations or agreements under the Convertible Notes Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Convertible Notes Indenture;

(v) certain defaults by the Company or any subsidiaries that the Company may form or acquire in the future with respect to indebtedness for borrowed money of at least $ 50.0 million;

(vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $ 50.0 million, where such judgments are not paid, discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished;

and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries that the Company may form or acquire in the future.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to any significant subsidiary that the Company may form or acquire in the future) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person.

If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25 % of the aggregate principal amount of Convertible Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding to become due and payable immediately.

However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Convertible Notes Indenture consists exclusively of the right of the noteholders to receive special interest on the Convertible Notes for up to 365 days at a specified rate per annum not exceeding 0.25 % on the principal amount of the Convertible Notes for the first 180 days and, thereafter, at a specified rate per annum not exceeding 0.50 % on the principal amount of the Convertible Notes.

The Convertible Notes have customary provisions relating to the event of default and certain affirmative and negative covenants.

As of December 31, 2024, the Company was in compliance with all applicable covenants.

Capped Call Transactions

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Senior Notes due 2031

On May 15, 2023, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2031 Notes Indenture” and, together with the 2028 Notes Indenture, the “Senior Notes Indentures”) pursuant to which the Company issued $ 500.0 million in aggregate principal amount of the Company’s 8.750 % senior notes due 2031 (the “Senior Notes due 2031” and, collectively with the Senior Notes Due 2028, the “Senior Notes”).

In May 2023, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2031 Notes Indenture” and, together with the 2028 Notes Indenture, the “Senior Notes Indentures”) pursuant to which the Company issued $ 500.0 million in aggregate principal amount of the Company’s 8.750 % senior notes due 2031 (the “Senior Notes due 2031” and, collectively with the Senior Notes Due 2028, the “Senior Notes”).

The proceeds of the Senior Notes due 2031 were used primarily to refinance existing indebtedness, and for general corporate purposes.

The Senior Notes due 2031 will mature on June 15, 2031.

Interest is payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 2023, to holders of record on the June 1 and December 1 immediately preceding the related interest payment date, at a rate of 8.750 % per annum.

Interest is payable semi-annually in arrears on each June 15 and December 15, to holders of record on the June 1 and December 1 immediately preceding the related interest payment date, at a rate of 8.750 % per annum.

Prior to June 15, 2026, the Company may redeem up to 35 % of the aggregate principal amount of Senior Notes due 2031, upon not less than 10 or more than 60 days’ notice, at a redemption price of 108.750 % of the principal amount of the Senior Notes due 2031 redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Company, provided that (i) at least 65 % of the aggregate principal amount of Senior Notes due 2031 issued under the 2031 Notes Indenture (including any Additional Notes (as defined in the 2031 Notes Indenture) but excluding the Senior Notes due 2031 held by the Company and its Subsidiaries (as defined in the 2031 Notes Indenture)) remains outstanding immediately after the occurrence of such redemption (unless all Senior Notes due 2031 are redeemed substantially concurrently) and (ii) the redemption occurs within 180 days of the date of the closing of each such equity offering.

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If a Change of Control Triggering Event (as defined in the 2031 Notes Indenture) occurs, each holder of Senior Notes due 2031 may require the Company to repurchase all or any part of that holder’s Senior Notes due 2031 for cash at a price equal to 101 % of the aggregate principal amount of the Senior Notes due 2031 repurchased, plus any accrued and unpaid interest on the Senior Notes due 2031 repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase).

The 2031 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to:

(i) incur or guarantee additional indebtedness or issue certain types of preferred stock;

(ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness;

(iii) transfer or sell certain assets;

(iv) make investments;

(v) create liens to secure indebtedness;

(vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company;

(vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person;

(viii) enter into transactions with affiliates;

and (ix) create unrestricted subsidiaries.

These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the Senior Notes due 2031 achieve an investment grade rating from either Moody’s Investors Service, Inc.

or S&P Global Ratings.

The 2031 Notes Indenture contains customary events of default, including, but not limited to:

(i) default for 30 days in the payment when due of interest on the Senior Notes due 2031;

(ii) default in payment when due of the principal of, or premium, if any, on the Senior Notes due 2031;

(iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the Senior Notes due 2031 or the 2031 Notes Indenture, subject to certain notice and grace periods;

(v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the 2031 Notes Indenture) to pay final non-appealable judgments aggregating in excess of $ 35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(vi) except as permitted by the 2031 Notes Indenture, any guarantee of the Senior Notes due 2031 is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the 2031 Notes Indenture);

and (vii) certain events of

bankruptcy or insolvency described in the 2031 Notes Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries.

The 2031 Notes Indenture contains customary provisions relating to the event of default and certain affirmative and negative covenants.

As of December 31, 2024, the Company was in compliance with all applicable covenants.

NOTE 5 COMMON AND PREFERRED STOCK

The Company is authorized to issue up to 135,000,000 shares of common stock, par value $ 0.001 per share.

On May 23, 2024, the Company filed an amendment to its certificate of incorporation, which was effective upon filing, to increase the number of authorized shares of common stock, par value $ 0.001 per share, from 135,000,000 to 270,000,000 , as approved by the Company’s stockholders at the 2024 Annual Meeting of Stockholders on May 23, 2024.

As of December 31, 2024 and 2023, the Company had 99,113,645 and 100,761,148 shares of common stock issued and outstanding, respectively.

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As of December 31, 2024 and 2023, the Company had zero shares of preferred stock issued and outstanding.

On November 8, 2022, the Company exercised in full its mandatory conversion rights (the “Mandatory Conversion Exercise”) on its 6.500 % Series A Perpetual Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) to convert such shares of Series A Preferred Stock into shares of the Company’s common stock.

The outstanding shares of Series A Preferred Stock automatically converted to shares of common stock on November 15, 2022 (the “Mandatory Conversion Date”).

Holders of Series A Preferred Stock received 4.4878 shares of common stock and a cash payment of $ 6.3337 for each share of Series A Preferred Stock converted on the Mandatory Conversion Date.

On the Mandatory Conversion Date, 1,643,732 outstanding shares of Series A Preferred Stock converted into an aggregate of 7,376,739 shares of common stock.

Cash was paid in lieu of fractional shares of common stock.

As a result, there were no remaining shares of Series A Preferred Stock outstanding as of December 31, 2023 and 2022.

2024 Activity

During the year ended December 31, 2023, 98,052 shares of common stock were surrendered by certain employees of the Company to cover tax obligations in connection with their restricted stock awards.

The total value of these shares was approximately $ 2.6 million, which is based on the market prices on the dates the shares were surrendered.

In March 2023, the Company issued 403,780 shares of common stock in exchange for the surrender and cancellation of a portion of the warrants originally issued by the Company at closing of the Veritas Acquisition, which immediately prior to their cancellation were exercisable for an aggregate of approximately 824,602 shares of common stock at an exercise price of $ 27.4946 per share.

In May 2023, the Company closed an underwritten public offering of 7,647,500 shares of its common stock at a price of $ 29.40 per share, after deducting underwriting discounts.

This offering resulted in net proceeds of approximately $ 224.7 million, after deducting underwriting discounts and commissions.

In October 2023, the Company closed an underwritten public offering of 7,475,000 shares of its common stock at a price of $ 38.88 per share, after deducting underwriting discounts.

This offering resulted in net proceeds of approximately $ 290.6 million, after deducting underwriting discounts and commissions.

During the year ended December 31, 2024, 101,415 shares of common stock were surrendered by certain employees of the Company to cover tax obligations in connection with the vesting of their restricted stock awards.

The total value of these shares surrendered, based on the market prices on the dates the shares were surrendered, was approximately $ 3.8 million.

During the year ended December 31, 2024, the Company issued 656,297 shares of common stock in exchange for the surrender and cancellation of outstanding warrants to purchase common stock, which immediately prior to their cancellation were exercisable for an aggregate of approximately 1,223,963 shares of common stock at an exercise price of $ 26.33 per share.

During the year ended December 31, 2024, the Company issued 107,657 shares of its common stock as partial consideration for the Delaware Acquisition (see Note 3).

During the year ended December 31, 2024, the Company issued 225,773 shares of its common stock to executive officers, employees, and directors as stock-based compensation (see Note 6).

During the year ended December 31, 2024, the Company repurchased 2,535,391 shares of its common stock for total consideration of approximately $ 95.4 million (including commissions and $ 0.9 million in excise tax).

During the year ended December 31, 2024, 424 shares of the Company’s stock, previously issued as stock-based compensation, were forfeited by former employees of the Company upon separation.

In February 2024, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $ 0.40 per share.

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The dividend was paid on October 31, 2024 to stockholders of record as of the close of business on September 27, 2024.

In October 2023, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $ 0.40 per share.

In November 2024, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $ 0.42 per share.

The dividend was paid on January 31, 2025 to stockholders of record as of the close of business on December 30, 2024.

On February 5, 2024, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $ 0.40 per share.

The dividend is payable on April 30, 2024 to stockholders of record as of the close of business on March 28, 2024.

During the years ended December 31, 2023 and 2022, the Company paid zero and $ 21.7 million respectively, in aggregate dividends on the Series A Preferred Stock.

Subsequent to December 31, 2024, in January 2025, the Company’s board of directors declared a cash dividend on the Company’s common stock in the amount of $ 0.45 per share.

The dividend is payable on April 30, 2025, to stockholders on record as of the close of business on March 28, 2025.

Stock Repurchase Program

In May 2022, the Company’s board of directors approved a stock repurchase program to acquire up to $ 150.0 million of the Company’s outstanding common stock.

In July 2024, the Company’s board of directors terminated the prior stock repurchase program, which was substantially depleted, and approved a new stock repurchase program to acquire up to $ 150.0 million of the Company’s outstanding common stock.

The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions.

During the year ended December 31, 2023 the Company repurchased 287,751 shares of its common stock under the stock repurchase program at a total cost of $ 8.0 million.

During the year ended December 31, 2024, the Company repurchased 2,535,391 shares of its common stock for $ 95.4 million (including commissions and $ 0.9 million in excise tax) under the stock repurchase program.

During the year ended December 31, 2023, the Company repurchased 287,751 shares of its common stock under the stock repurchase program at a total cost of $ 8.0 million.

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The Company capitalizes a portion of stock-based compensation for employees who are directly involved in the acquisition of oil and natural gas properties into the full cost pool.

Capitalized stock-based compensation is included in the “Oil and natural gas properties” line item in the balance sheet.

Capitalized stock-based compensation is included in the “Oil and natural gas properties” line item in the balance sheets.

Issuances made pursuant to the 2018 Plan are summarized as follows:

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Typically, RSUs and SARs contain both a service and market condition.

Market conditions can be an absolute total shareholder return (“TSR”), the Company’s TSR ranking among its peer companies or the Company’s market capitalization growth measured over a defined performance period.

Market conditions can be the Company’s absolute total shareholder return (“TSR”), the Company’s TSR ranking among its peer companies or the Company’s market capitalization growth measured over a defined performance period.

Grantees’ continued employment through the end of the performance period is required for such RSUs and SARs to vest.

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For awards subject to a market condition, the grant date fair value is estimated using a Monte Carlo valuation model.

The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur.

The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether the market conditions are achieved or not, and stock-based compensation expense for any such awards is reversed only when the implied service requirement is not met.

The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment.

Expected volatility is calculated based on the historical volatility and implied volatility of the Company’s common stock, and the risk-free interest rate is based on U.S.

Expected volatility is calculated based on the

historical volatility and implied volatility of the Company’s common stock, and the risk-free interest rate is based on U.S.

Treasury yield curve rates with maturities consistent with the three -year vesting period.

Service-Based RSAs

During 2023, 2022 and 2021, 468,268 , 125,789 and 339,653 shares, respectively, of service-based RSAs were granted to executive officers, employees and directors under the 2018 Equity Plan.

During 2024, 2023 and 2022, the Company granted 225,773 , 468,268 and 125,789 shares, respectively, of service-based RSAs to executive officers, employees and directors under the 2018 Equity Plan.

The weighted average grant date fair value of service-based RSAs was $ 36.15 per share, $ 35.19 per share and $ 26.34 per share for the years ended December 31, 2024, 2023, and 2022, respectively.

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For the years ended December 31, 2024, 2023 and 2022, the total fair value of the Company’s restricted stock awards vested was $ 8.0 million, $ 6.2 million and $ 4.6 million, respectively.

Performance Equity Awards

For the years ended December 31, 2024, 2023 and 2022, the compensation expenses associated with these awards were $ 7.5 million, $ 6.0 million and , $ 5.9 million respectively.

In April 2022, the Company granted performance equity awards under its 2022 executive compensation program to certain executive officers.

The awards were subject to a market condition, which was based on a comparison of the Company versus a defined peer group with respect to total shareholder return based on the last 20 trading days of 2022 compared to the same period of 2021 (“2022 TSR Awards”).

Depending on the Company’s TSR relative to the defined peer group, the award recipients in the aggregate could earn between zero and $ 2.4 million in the form of awards expected to be settled in restricted shares of the Company’s common stock with service-based vesting over three years .

In January 2023, the Company issued 74,220 restricted shares of common stock in settlement of these awards, with service-based vesting over three years .

The shares are included in the table above.

In December 2023, the Company granted performance equity awards, in the form of RSUs, that are subject to the achievement of either an absolute TSR or a comparison of the Company’s TSR versus a defined peer group based on the last 20 trading days of 2025 compared to the same period of 2022 (“2023 TSR Awards”).

The number of RSUs issued as a target amount on the grant date was 83,710 .

Depending on the Company’s stock performance, the number of common shares grantees shall be entitled to receive following the end of the performance period on December 31, 2025, can range from zero to 166 % of the target amount.

The grant-date fair value for these awards ranges from $ 35.73 per share to $ 52.41 per share.

For the year ended

December 31, 2023, the compensation expenses associated with these awards were immaterial.

As of December 31, 2023, the unrecognized compensation expenses were $ 3.7 million, which will be amortized over the remaining performance period.

The following table reflects the outstanding 2023 TSR Awards and activity related thereto for the year ended December 31, 2023:

2023 TSR Awards

The awards were subject to both service and market conditions.

In January 2023, the market conditions were met.

Accordingly, the Company issued 74,220 restricted shares of common stock in settlement of these awards, with service-based vesting over three years .

These shares are included in the table above since only the service conditions remain.

Performance Equity Awards

The following table reflects the outstanding RSUs that are subject to market conditions linked to TSR (“TSR Awards”) and activity related thereto for the year ended December 31, 2024:

Number of Units Weighted-average Grant Date Fair Value

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Outstanding at December 31, 2024 287,990 $ 38.87

In December 2023, the Company also granted performance equity awards, in the form of appreciation rights (“SARs”), that are subject to the achievement of an annualized adjusted market capitalization appreciation rate measured based on the last 20 trading days of 2027 compared to the same period of 2022 (“2023 SARs Awards”).

The final payout will be a dollar amount, settleable in cash, shares or a combination of both at the Company’s option.

The Company plans to settle the 2023 SARs Awards by issuing a number of common shares equal to the payout amount divided by the trailing 20 -day average price as of the last trading day of 2027.

In 2023, the Company issued SARs with an aggregate grant-date fair value of $ 6.0 million.

For the year ended December 31, 2023, the compensation expenses associated with these awards were immaterial.

For the years ended December 31, 2024, 2023 and 2022, the compensation expenses associated with these awards were $ 3.0 million, $ 0.0 million and nil , respectively.

As of December 31, 2024, the unrecognized compensation expenses for these awards were $ 8.2 million, which will be amortized over the remaining performance period.

The Company used Monte Carlo simulation models, described above, to estimate (i) the fair value of the 2022 TSR Awards and 2023 TSR Awards based on the expected outcome of the Company’s absolute TSR as well as TSR relative to the defined peer group and (ii) the fair value of the SARs based on the expected outcome of the Company’s market capitalization appreciation rate.

The assumptions used for the Monte Carlo model were as follows:

TSR Awards TSR Awards SAR Awards

Risk-free interest rate 1.69 % 4.23 % 3.92 %

Dividend yield 2.40 % — % 4.30 %

Expected volatility 56.94 % 56.40 % 72.30 %

Company’s closing stock price on grant date $ 24.98 $ 37.07 $ 37.07

In January 2022, the Company issued common stock warrants as a part of the Veritas Acquisition as purchase consideration.

These warrants gave holders the right to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $ 28.30 per share (subject to certain anti-dilution adjustments), had a total fair value of $ 17.9 million at issuance, and are generally exercisable from April 27, 2022 until January 27, 2029.

The fair value of the warrants at issuance was determined by utilizing an Option Pricing Model, which used the market value of the Company’s common stock on the issue date, an exercise price of $ 28.30 , an implied volatility of 60 %, a risk-free rate of 2.14 % and an implied dividend yield of 3.00 %.

In December 2023, the Company also granted performance equity awards, in the form of SARs.

The final payout (if any) will be a dollar amount, which may be settled in cash, shares or a combination of both at the Company’s option.

The Company plans to settle the SARs Awards that were granted in 2023 with shares.

For the year ended December 31, 2024 and 2023, the compensation expenses associated with these awards were $ 1.5 million and $ 0.0 million.

As of December 31, 2024, the

unrecognized compensation expenses for these awards were $ 4.5 million, which will be amortized over the remaining performance period.

The Company used Monte Carlo simulation models, described above, to estimate (i) the fair value of the TSR Awards that were granted in 2023 and 2024 based on the expected outcome of the Company’s absolute TSR as well as TSR relative to the defined peer group and (ii) the fair value of the SARs Awards that were granted in 2023 based on the expected outcome of the Company’s market capitalization appreciation rate.

The Company used the following key assumptions in its Monte Carlo simulation models:

(a) risk-free rates ranging from 1.7 % to 4.2 %, (b) dividend yield ranging from nil to 4.3 %, and (c) expected volatility ranging from 56.4 % to 72.3 %.

In January 2022, as partial consideration for the purchase of certain oil and natural gas properties, the Company issued warrants to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $ 28.30 per share (subject to certain anti-dilution adjustments) (the “Warrants”) .

In March 2023, the Company issued 403,780 shares of common stock in exchange for the surrender and cancellation of a portion of the Warrants.

Immediately prior to their cancellation, such Warrants that were surrendered were exercisable for an aggregate of approximately 824,602 shares of common stock at an exercise price of $ 27.4946 per share.

Neither the Company nor the holders paid any cash consideration in the transaction.

In March 2024, the Company issued 656,297 shares of common stock in exchange for the surrender and cancellation of all of the remaining Warrants.

Immediately prior to their cancellation, such Warrants that were surrendered were exercisable for an aggregate of approximately 1,223,963 shares of common stock at an exercise price of $ 26.3324 per share.

Neither the Company nor the holders paid any cash consideration in the transaction.

The following table reflects the outstanding warrants and activity related thereto for the year ended December 31, 2024:

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NOTE 7 RELATED PARTY TRANSACTIONS

Preferred Stock Repurchase

During February 2022, the Company entered into and closed three separate stock repurchase agreements pursuant to which the Company repurchased an aggregate of 71,894 shares of the Company’s Series A Preferred Stock, on identical financial terms from each party for an aggregate purchase price of approximately $ 9.5 million in cash.

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The ongoing dispute is between the State of North Dakota and three affiliated tribes, both of whom have purported to lease mineral rights in tracts of riverbed within the reservation boundaries.

In the event the ongoing dispute results in a final judgment that is adverse to the Company’s interests, the Company would be required to reverse approximately $ 2.4 million in revenue (net of accrued taxes) that has been accrued since the first quarter of 2013 based on the Company’s purported interest in the crude oil and natural gas leases at issue.

Due to the long-term nature of this title dispute, the $ 2.4 million in accounts receivable is included in “Other Noncurrent Assets, Net” in the balance sheets.

The Company fully maintains the validity of its interests in the crude oil and natural gas leases.

Delivery Commitments

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(in Bcf) Commitment Volumes

The Company recognizes any deficiency payments in the period in which the underdelivery takes place pursuant to the agreements and the related liability has been incurred.

The Company recognizes any deficiency payments in the period in which the under-delivery takes place pursuant to the agreements and the related liability has been incurred.

For the years ended December 31, 2024, 2023 and 2022, the Company made deficiency payments totaling $ 4.2 million, $ 8.9 million and $ 8.5 million, respectively.

These amounts are recognized in operating expenses in the Company’s Statement of Operations.

These amounts are recognized in operating expenses in the Company’s Statements of Operations.

The amount and timing of any such deficiency payments that may be incurred in the future cannot be accurately estimated.

Joint Development Agreement

In December 2024, the Company entered into a Joint Development Agreement (“JDA”) with an operator to jointly develop certain natural gas and NGL properties in the Appalachian Basin.

Pursuant to the JDA, the Company is required to participate in and fund a share of total development capital expenses for wells spud during calendar year 2025.

The Company’s total capital commitment for wells spud in calendar year 2025 is expected to not exceed $ 160.0 million for a 15 % working interest.

NOTE 9 ASSET RETIREMENT OBLIGATIONS

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Initially, the fair value of a liability for an asset retirement obligation (“ARO”) is recorded in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset.

The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.

The liability is accreted to its present value each period, and the capitalized cost is included in the full cost pool, subject to depletion.

If the liability is settled for an amount other than the recorded amount, an adjustment to the full cost pool is recognized.

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To the extent future revisions to these assumptions impact the present value of the existing ARO, a corresponding adjustment is made to the oil and gas property balance.

For example, as the Company analyzes actual plugging and abandonment information, the Company may revise its estimate of current costs, the assumed annual inflation of the costs and/or the assumed productive lives of its wells.

For example, as the Company analyzes actual plugging

and abandonment information, the Company may revise its estimate of current costs, the assumed annual inflation of the costs and/or the assumed productive lives of its wells.

The following table summarizes the Company’s asset retirement obligation transactions recorded during the years ended December 31, 2024 and 2023.

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Beginning Asset Retirement Obligations $ 39,889 $ 33,082

Liabilities Acquired During the Period 2,203 2,158

Liabilities Incurred During the Period 8,342 4,394

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Ending Asset Retirement Obligations $ 49,197 $ 39,889

The table below sets forth the short term and long term asset retirement obligation balances as of the years ended December 31, 2024 and 2023.

(in thousands) 2024 2023

Asset Retirement Obligations - Current Liabilities $ 3,290 $ 1,686

Asset Retirement Obligations - Noncurrent Liabilities 45,907 38,203

Ending Asset Retirement Obligations $ 49,197 $ 39,889

The short term asset retirement obligation balance is reported in Other Current Liabilities in the Company’s balance sheets.

NOTE 10 INCOME TAXES

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Total Tax Expense $ 160,509 $ 77,773 $ 3,101

The following is a reconciliation of the reported amount of income tax benefit for the years ended December 31, 2023, 2022, and 2021 to the amount of income tax expenses that would result from applying the statutory rate to pretax income (loss).

The following is a reconciliation of the reported amount of income tax expense for the years ended December 31, 2024, 2023, and 2022 to the amount of income tax expenses that would result from applying the statutory rate to pretax income (loss).

(In thousands) 2024 2023 2022

Income (Loss) Before Taxes and NOL $ 1,000,742 $ 776,338 $ 6,594

Income Before Taxes and NOL $ 680,817 $ 1,000,742 $ 776,338

Federal Statutory Rate 21.00 % 21.00 % 21.00 %

Taxes Computed at Federal Statutory Rates 143,026 210,156 163,031

State Tax (Benefit), Net of Federal Taxes 24,769 20,270 ( 3,752 )

Deferred Tax Adjustment ( 3,527 ) 3,532 ( 1,488 )

State Tax, Net of Federal Taxes 14,985 24,769 20,270

Other True-Up Adjustments 6,998 ( 3,527 ) 3,532

Perm Differences ( 4,424 ) 720 1,347

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On a quarterly basis, management evaluates the need for and adequacy of valuation allowances based on the expected realizability of the deferred tax assets and adjusts the amount of such allowances, if necessary.

During 2023, in evaluating whether it was more likely than not that the Company’s net deferred tax assets were realized through future net income, management considered all available positive and negative evidence, including (i) its earnings history, (ii) its future reversal of existing temporary differences, including the ability to recover net operating loss carry-forwards against future taxable income from deferred tax liabilities, (iii) the projected future income and results of operations, and (iv) its ability to use tax planning strategies.

Based on all the evidence available, management determined it was more likely than not that the net deferred tax assets, other than the deferred tax asset related to certain of the Company’s state net operating loss carryforward, were realizable.

The Company’s valuation allowance at December 31, 2023 and December 31, 2022 was $ 1.9 million and $ 156.3 million, respectively.

At December 31, 2023, the Company had a net operating loss carryforward for federal income tax purposes of $ 573.0 million, which is net of the IRC Section 382 limitation, and gross state NOL carryforwards of $ 712.9 million.

During 2024, in evaluating whether it was more likely than not that the Company’s net deferred tax assets were realized through future net income, management considered all available positive and negative evidence, including (i) its earnings history, (ii) its ability to recover net operating loss carry-forwards, (iii) the projected future income and results of operations, and (iv) its ability to use tax planning strategies.

Based on all the evidence available, at December 31, 2024 and December 31, 2023 the Company recorded valuation allowances of $ 1.8 million and $ 1.9 million, respectively.

At December 31, 2024, the Company had a NOL carryforward for federal income tax purposes of $ 447.2 million, which is net of the IRC Section 382 limitation, and gross state NOL carryforwards of $ 646.0 million.

The determination of the state NOL carryforwards is dependent upon apportionment percentages, state income tax rates, and state laws that can change from year to year and that can thereby impact the amount of the deferred tax asset related to such carryforwards.

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Other 5,337 11,836

Total Net Deferred Tax Assets (Liabilities) Before Valuation Allowance ( 66,607 ) 156,269

Total Net Deferred Tax Liabilities Before Valuation Allowance ( 226,232 ) ( 66,607 )

Valuation Allowance ( 1,806 ) ( 1,881 )

Total Net Deferred Tax Assets (Liabilities) $ ( 68,488 ) $ —

Total Net Deferred Tax Liabilities $ ( 228,038 ) $ ( 68,488 )

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities.

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The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense.

For the years ended December 31, 2023, 2022 and 2021, the Company did no t recognize any interest or penalties in its statements of operations, no r did it have any interest or penalties accrued in its balance sheet at December 31, 2023 and 2022 relating to unrecognized benefits.

For the years ended December 31, 2024, 2023 and 2022, the Company did no t recognize any interest or

penalties in its statements of operations, no r did it have any interest or penalties accrued in its balance sheet at December 31, 2024 and 2023 relating to unrecognized benefits.

The tax years 2024, 2023, 2022 and 2021 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject.

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The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The following

tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022.

The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2024 and 2023.

Fair Value Measurements at

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Commodity Derivatives – Noncurrent Liabilities — ( 93,606 ) —

Interest Rate Derivatives – Current Assets — 160 —

Interest Rate Derivatives – Noncurrent Assets — 103 —

Total $ — $ ( 57,164 ) $ —

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Commodity Derivatives – Noncurrent Liabilities — ( 105,831 ) —

Interest Rate Derivatives – Noncurrent Assets — 1,017 —

Contingent Consideration - Current Liabilities — ( 10,107 ) —

Total $ — $ ( 36,169 ) $ —

Subsequent to the issuance of the Company’s financial statements as of and for the period ended December 31, 2022, the Company identified an immaterial error in the presentation of the Fair Value footnote disclosure in which the line item “Contingent Consideration – Current Liabilities” was improperly presented as a positive value as opposed to a negative value.

Accordingly, within the “Contingent Consideration – Current Liabilities” line included in the table above, the Company has corrected the amount in the line item and total for the table as of December 31, 2022.

Management evaluated the materiality of this error from quantitative and qualitative perspectives and concluded the error was immaterial to the prior period.

The error did not impact the balance sheet, statement of operations, statement of cash flows, or statement of stockholder’s equity.

Commodity Derivatives.

The Level 2 instruments presented in the tables above consist of commodity derivative instruments (see Note 12).

The Level 2 instruments presented in the tables above include commodity derivative instruments (see Note 12).

The fair value of the Company’s commodity derivative instruments is determined based upon future prices, volatility and time to maturity, among other things.

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Interest Rate Derivatives.

The Level 2 instruments presented in the tables above consist of interest rate derivative instruments (see Note 12).

The Level 2 instruments presented in the tables above include interest rate derivative instruments (see Note 12).

The fair value of the Company’s interest rate derivative instruments is determined based upon contracted notional amounts, active market-quoted interest yield curves, and time to maturity, among other things.

Counterparty statements are utilized to determine the value of the interest rate derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs.

The Company’s and the counterparties’ nonperformance risk is

The Company’s and the counterparties’ nonperformance risk is evaluated.

The fair value of interest rate derivative contracts is reflected in the balance sheets.

The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months.

Contingent Consideration.

These Level 2 instruments presented in the tables above consist of contingent consideration liabilities that were potentially payable by the Company in connection with the Alpha Acquisition (see Note 3).

The fair value of these liabilities was estimated using observable market data (NYMEX WTI forward price curve) and Monte Carlo simulation models.

The acquisition date fair values were recorded within contingent consideration liabilities on the Company’s balance sheets.

Changes in the fair value of the liability are recorded in other income (expense) in the Company’s statement of operations.

Fair Value of Other Financial Instruments

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Long-term debt is not presented at fair value in the balance sheets, as it is recorded at carrying value, net of unamortized debt issuance costs and unamortized premium (see Note 4).

The fair value of the Company’s Senior Notes due 2028, Senior Notes due 2031 and Convertible Notes was $ 735.1 million, $ 508.8 million and $ 587.5 million, respectively, at December 31, 2023.

The fair value of the Company’s Senior Notes due 2028, Convertible Notes due 2029 and Senior Notes due 2031 was $ 713.9 million, $ 588.0 million, and $ 517.5 million, respectively, at December 31, 2024.

These fair values are based on market quotes that represent Level 2 inputs.

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AROs incurred and acquired during the year ended December 31, 2024 were approximately $ 8.3 million.

The Company issued common stock warrants as a part of the Veritas Acquisition as purchase consideration.

The common stock warrants issued grant holders the right to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $ 28.30 per share (subject to certain adjustments), which are generally exercisable from April 27, 2022 until January 27, 2029.

See Note 6 for additional information regarding these warrants.

The fair value of the common stock warrants consideration was determined by utilizing an Option Pricing Model.

The Company issued common stock warrants in January 2022 as a part of the purchase consideration for certain oil and natural gas properties acquired by the Company.

Upon issuance, the Warrants granted holders the right to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $ 28.30 per share (subject to certain adjustments), generally

exercisable from April 27, 2022 until January 27, 2029.

A portion of the Warrants were surrendered and cancelled in March 2023, and the remaining Warrants were surrendered and cancelled in March 2024, in each case in exchange for shares of common stock.

The fair value of the Warrants consideration was determined by utilizing an Option Pricing Model.

These non-recurring fair value measurements are primarily determined using inputs that are observable or can be corroborated by observable market data (Level 2 inputs).

The Company accounts for acquisitions of oil and natural gas properties under the acquisition method of accounting.

Accordingly, the Company conducts assessments of net assets acquired and recognizes amounts for identifiable assets acquired and liabilities assumed at the estimated acquisition date fair values, while transaction costs associated with the acquisitions are expensed as incurred.

For all transactions accounted for as business combinations, the Company uses the acquisition method of accounting.

In those instances, the Company conducts assessments of net assets acquired and recognizes amounts for identifiable assets acquired and liabilities assumed at the estimated acquisition date fair values, while transaction costs associated with the acquisitions are expensed as incurred.

The Company makes various assumptions in estimating the fair values of assets acquired and liabilities assumed.

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These assumptions represent Level 3 inputs under the fair value hierarchy.

See Note 3 for additional discussion of the Company’s acquisitions of oil and natural gas properties during the year ended December 31, 2023 and discussion of the significant inputs to the valuations.

See Note 3 for additional discussion of the Company’s acquisitions of oil and natural gas properties accounted for under the business combination method of accounting during the years ended December 31, 2024 and 2023, and discussion of the significant inputs to the valuations.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.

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In addition, from time to time the Company utilizes interest rate swaps to mitigate exposure to changes in interest rates on the Company’s variable-rate indebtedness.

All derivative instruments are recorded in the Company’s balance sheet as either assets or liabilities measured at their fair value (see Note 11).

All derivative instruments are recorded in the Company’s balance sheets as either assets or liabilities measured at their fair value (see Note 11).

The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes.

If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in the fair value are recognized in the Company’s statements of operations as a gain or loss on derivative instruments.

Mark-to-market gains and losses represent changes in fair values of derivatives that have not been settled.

Mark-to-market gains and losses represent changes in fair values of derivative instruments that have not been settled.

The Company’s 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.

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Commodity Derivative Instruments

The following table presents settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented which is recorded in the revenue section of our financial statements:

Year ended December 31,

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2025 2026 2027 2028

WTI NYMEX - Swaps:

NYMEX WTI - Swaps:

Volume (Bbl) 10,503,662 1,069,557 — —

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Weighted Average Price ($/Bbl) $ 73.45 $ 70.91 $ — $ 70.00

ARGUS WTI MIDLAND CMA DIFF - Swaps:

Volume (Bbl) 10,951,776 4,358,291 — —

Weighted Average Price ($/Bbl) $ 0.96 $ 1.05 $ — $ —

WTI NYMEX - Call Options (1) :

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Weighted Average Price ($/Bbl) $ 80.36 $ 70.65 $ 82.94 $ 80.00

WTI NYMEX - Put Options:

Brent ICE - Call Options (1) :

Volume (Bbl) — — — 316,590

Weighted Average Price ($/Bbl) $ — $ — $ — $ 80.00

WTI NYMEX - Collars:

NYMEX WTI - Collars:

Collar Put Volume (Bbl) 7,518,539 3,626,842 — —

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Weighted Average Ceiling Price ($/Bbl) $ 77.67 $ 74.41 $ — $ —

Argus American Crude WTI Midland to WTI NYMEX - Basis Swaps:

Volume (Bbl) 6,211,786 4,106,276 2,094,291 —

Weighted-Average Differential ($/Bbl) $ 1.15 $ 1.04 $ 1.06 $ —

Henry Hub NYMEX - Swaps:

NYMEX Henry Hub - Swaps:

Volume (MMBtu) 16,480,000 7,585,000 155,000 —

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Weighted Average Price ($/MMBtu) $ 4.06 $ 4.15 $ 3.98 $ —

WAHA Basis - Swap:

Volume (MMBtu) 22,218,000 18,250,000 3,650,000 —

Weighted Average Price ($/MMBtu) $ ( 0.89 ) $ ( 0.84 ) $ ( 0.78 ) $ —

Waha Inside FERC to Henry Hub - Basis Swaps:

WAHA Index - Swap:

Volume (MMBtu) 22,125,000 18,560,000 4,890,000 —

Weighted-Average Differential ($/MMBtu) $ ( 0.80 ) $ ( 0.86 ) $ ( 0.78 ) $ —

Weighted Average Price ($/MMBtu) $ — $ — $ 0.01 $ —

TETCO M2 Basis - Swap:

Volume (MMBtu) 19,145,000 2,755,000 — —

Weighted Average Price ($/MMBtu) $ ( 0.92 ) $ ( 0.93 ) $ — $ —

TCO Basis - Swap:

Volume (MMBtu) 1,825,000 — — —

Weighted Average Price ($/MMBtu) $ ( 0.87 ) $ — $ — $ —

Henry Hub NYMEX - Call Options (1) :

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Weighted Average Price ($/MMBtu) $ 3.73 $ 6.00 $ 5.97 $ 4.50

Henry Hub NYMEX - Collars:

NYMEX Henry Hub - Collars:

Collar Put Volume (MMBtu) 37,334,006 22,182,303 3,340,000 —

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Weighted Average Ceiling Price ($/MMBtu) $ 4.82 $ 5.04 $ 3.83 $ —

NE - TETCO M2 - Basis Swaps:

Volume (MMBtu) 15,550,000 3,650,000 1,825,000 —

Weighted-Average Differential ($/MMBtu) $ ( 0.99 ) $ ( 1.01 ) $ ( 1.14 ) $ —

OPIS - Swaps:

Volume (Bbl) 101,150 376,275 234,800 —

Weighted-Average Price ($/Bbl) $ 36.65 $ 33.90 $ 31.19 $ —

______________

(1) Swaptions are derivative contracts that give counterparties the option to extend certain derivative contracts for additional periods.

Call Options are derivative contracts sold by the Company that give counterparties the option to exercise certain derivative contracts.

(1) Swaptions are crude oil and natural gas derivative contracts that give counterparties the option to extend certain derivative contracts for additional periods.

Call Options are crude oil and natural gas derivative contracts sold by the Company that give counterparties the option to exercise certain derivative contracts.

The volumes and prices reflected as Swaptions and Call Options in this table will only be effective if the options are exercised by the applicable counterparties.

(2) In 2028, NOG has 366,000 Bbl open call option contracts at a weighted average price of $ 80.00 per Bbl.

Interest Rate Derivative Instruments

At times, the Company uses interest rate swaps to effectively convert a portion of its variable rate indebtedness to fixed rate indebtedness.

As of December 31, 2023, the Company had no interest rate swaps.

The settlement of these derivative instruments is recognized as a component of interest expense in the statements of operations.

The settlement of derivative instruments is recognized as a component of interest expense in the statements of operations.

The mark-to-market component of these derivative instruments is recognized in gain (loss) on unsettled interest rate derivatives, net in the statements of operations.

The following table summarizes our open interest rate derivative contracts as of December 31, 2024.

Fixed Rate Swap Agreements

Contract Period Notional Amount Fixed Rate Floating Benchmark

October 1, 2024 - October 1, 2026 $ 25,000,000 3.423 % USD-SOFR CME

Other Information Regarding Derivative Instruments

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Commodity Basis Swap Contracts Current Assets 21,419 4,487

Commodity Price Swaptions Contracts Current Assets 5,398 —

Commodity Price Collar Contracts Current Assets 46,839 36,619

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Commodity Price Call Option Contracts Noncurrent Assets — 3,635

Interest Rate Swap Contracts Noncurrent Assets 103 —

Total Derivative Assets $ 186,114 $ 170,029

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Commodity Basis Swap Contracts Noncurrent Liabilities ( 2,564 ) ( 8,922 )

Commodity Price Swaptions Contracts Noncurrent Liabilities ( 44,315 ) ( 35,896 )

Commodity Price Collar Contracts Noncurrent Liabilities ( 36,327 ) ( 18,849 )

Commodity Price Call Option Contracts Noncurrent Liabilities ( 57,693 ) ( 78,123 )

Commodity Price Swaptions Contracts Noncurrent Liabilities ( 35,896 ) ( 77,515 )

Total Derivative Liabilities $ ( 243,278 ) $ ( 206,198 )

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When the Company has netting arrangements with its counterparties that provide for offsetting payables against receivables from separate derivative instruments these assets and liabilities are netted in the balance sheet.

The tables presented below provide reconciliation between the gross assets and liabilities and the amounts reflected in the balance sheet.

The tables presented below provide reconciliation between the gross assets and liabilities and the amounts reflected in the balance sheets.

The amounts presented exclude derivative settlement receivables and payables as of the balance sheet dates.

Estimated Fair Value at December 31, 2024

(In thousands) Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset in the

Balance Sheet Net Amounts of Assets (Liabilities) Presented in the Balance Sheet

(In thousands) Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset on the

Balance Sheet Net Amounts of Assets (Liabilities) Presented on the Balance Sheet

Offsetting of Derivative Assets:

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Estimated Fair Value at December 31, 2023

(In thousands) Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset in the

Balance Sheet Net Amounts of Assets (Liabilities) Presented in the Balance Sheet

(In thousands) Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset on the

Balance Sheet Net Amounts of Assets (Liabilities) Presented on the Balance Sheet

Offsetting of Derivative Assets:

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Cumulative Dividends on Preferred Stock

— 9,803 14,761

Premium on Repurchase of Preferred Stock — — 35,731

Net Income (Loss) Attributable to Common Stock $ 922,969 $ 727,703 $ ( 8,400 )

Net Income Attributable to Common Stock $ 520,308 $ 922,969 $ 727,703

Weighted Average Common Shares Outstanding:

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Weighted Average Common Shares Outstanding – Diluted 101,267,625 92,060,947 86,675,365

Net Income (Loss) per Common Share:

Net Income per Common Share:

Basic $ 5.21 $ 10.09 $ 9.26

Diluted $ 5.14 $ 10.03 $ 8.92

For the year ended December 31, 2021, the Company’s potentially dilutive securities, which include restricted stock and convertible preferred shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The following securities have been excluded from the calculation of diluted weighted average common shares outstanding as the inclusion of these securities would have an anti-dilutive effect:

2023 2022 2021

Restricted Stock Awards — — 150,011

Convertible Notes — — —

Series A Preferred Stock (if converted) — — 9,758,871

Warrants — — 468,325

Total — — 10,377,207

NOTE 14 SUBSEQUENT EVENTS

In January 2024, the Company completed its acquisition of certain oil and gas properties, interests and related assets in the Delaware Basin from a private seller, effective as of November 1, 2023.

The total consideration paid to the seller at closing included 107,657 shares of common stock and $ 147.0 million in cash, a portion of which was funded by a $ 17.1 million deposit paid at signing in November 2023.

The cash closing consideration remains subject to customary post-closing adjustments.

SUPPLEMENTAL OIL AND GAS INFORMATION

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Information with respect to the Company’s crude oil and natural gas producing activities is presented in the following tables.

Reserve quantities, as well as certain information regarding future production and discounted cash flows, were determined by the Company and audited by Cawley, Gillespie & Associates, Inc., our third-party independent reserve engineers.

Reserve quantities, as well as certain information regarding future production and discounted cash flows, were determined by the Company and audited by Cawley, our third-party independent reserve engineers.

Oil and Natural Gas Reserve Data

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• Revisions to previous estimates .

In 2023, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 61.6 MMBoe.

Included in these revisions were 28.3 MMBoe of downward adjustments caused by lower crude oil and natural gas prices, a 2.7 MMBoe downward adjustment attributable to increased operating costs, a 3.9 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2023 to December 31, 2022 and 26.7 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

In 2024, revisions to previous estimates increased proved developed and undeveloped reserves by a net amount of 3.0 MMBoe.

Included in these revisions were 15.0 MMBoe of downward adjustments caused by lower crude oil and natural gas prices, an 8.0 MMBoe upward adjustment attributable to decreased operating costs, a 21.8 MMBoe upward adjustment due to additions in proven areas, a 0.1 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2024 to December 31, 2023 and 11.7 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

Notable changes in proved reserves for the year ended December 31, 2023 included the following:

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In 2023, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 61.6 MMBoe.

Included in these revisions were 10.2 MMBoe of upward adjustments caused by higher crude oil and natural gas prices, a 1.0 MMBoe downward adjustment attributable to increased operating costs and 14.4 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

Notable changes in proved reserves for the year ended December 31, 2022 included the following:

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• Revisions to previous estimates .

In 2021, revisions to previous estimates increased proved developed and undeveloped reserves by a net amount of 34.8 MMBoe.

Included in these revisions were 50.2 MMBoe of upward adjustments caused by higher crude oil and natural gas prices, a 1.1 MMBoe downward adjustment attributable to well performance when comparing the Company’s reserve estimates at December 31, 2021 to December 31, 2020 and 14.2 MMBoe of downward adjustments related to the removal of undeveloped drilling locations related to the 5-year rule and other adjustments.

In 2022, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 5.2 MMBoe.

Standardized Measure of Discounted Future Net Cash Inflows and Changes Therein

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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 9A. Controls and Procedures