What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-20 · 55 added, 42 removed, 334 unchanged (23% of the section changed)

171 unchanged sentences

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

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

These laws and regulations may:

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

However, in April 2025, the U.S.

Fish and Wildlife Service and National Marine Fisheries Service proposed to redefine “harm” to mean affirmative acts that are directed immediately and intentionally against a particular animal, excluding acts or omissions that indirectly cause injury.

Additionally, in November 2025, the Trump Administration proposed several rules that would significantly alter ESA protections for plants and animals.

One proposed rule would rescind a rule that automatically extends protections for endangered species to threatened species.

Another proposed rule would change regulations for listing species as endangered or threatened as well as for designating critical habitats.

Additionally, a third proposed rule would reinstate the framework for evaluating the benefits and cost of designating a critical habitat by considering factors like economic impact, impact on national security, and other relevant impacts.

Fish and Wildlife Service is expected to issue final rules in 2026.

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

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

significant expenses to modify our operations or could force discontinuation of certain operations altogether.

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

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

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

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

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

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

Among other things, the November 2022 supplemental proposed rule sought to remove an emissions monitoring exemption for small wellhead-only sites and creates a new third-party monitoring system to flag large emissions events, referred to in the proposed rule as “super emitters.” In December 2023, the EPA announced a final rule, which, among other things, requires the phase out of routine flaring of natural gas from newly constructed wells (with some exceptions) and routine leak monitoring at all well sites and compressor stations.

Among other things, the November 2022 supplemental proposed rule sought to remove an emissions monitoring exemption for small wellhead-only sites and creates a new third-party monitoring system to flag large emissions events, referred to in the proposed rule as “super emitters.” In December 2023, the EPA announced a final rule, later published in March 2024, which, among other things, requires the phase out of routine flaring of natural gas from newly constructed wells (with some exceptions) and routine leak monitoring at all well sites and compressor stations.

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

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

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

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

However, in March 2025, the EPA announced its intention to reconsider the March 2024 rule, including Subparts OOOOb and OOOOc, with a final rule expected in or around July 2026.

A subsequent rule, finalized on November 26, 2025, gives states, along with federal tribes that wish to regulate existing sources, until January 2027 to develop and submit their plans for reducing methane emissions from existing sources.

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

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

At the same time, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as greenhouse gas cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions.

At the same time, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions.

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

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

Additionally, in January 2026, the Trump Administration announced the formal withdrawal of the United States from the United Nations Framework Convention on Climate Change in a presidential memorandum.

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

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

At the same time, various state and local governments have publicly committed to furthering the goals of the Paris Agreement and, many related initiatives are expected to continue at the local, state and international levels.

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

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In January 2023, the EPA and the U.S.

Army Corps of Engineers (the “Corps”) issued a final rule that based the definition of WOTUS on a pre-2015 definition, which never took effect before being replaced in 2020.

Army Corps of Engineers (the “USAC”) issued a final rule that based the definition of WOTUS on a pre-2015 definition, which never took effect before being replaced in 2020.

Separately, in May 2023, the U.S.

Supreme Court’s decision in Sackett v.

EPA narrowed federal jurisdiction over wetlands to “traditional navigable waters” and wetlands or other waters that have a “continuous surface connection” with or are otherwise indistinguishable from traditional navigable water.

EPA narrowed federal jurisdiction over wetlands to “traditional navigable waters” and wetlands or other waters that have a “continuous surface

connection” with or are otherwise indistinguishable from traditional navigable water.

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

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

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

In November 2025, the Corps and the EPA proposed another rule revising the definition of WOTUS to conform to the Supreme Court’s decision in Sackett by providing clarity on terms such as “relatively permanent,” “tributary,” and “continuous surface connection.” As a result, substantial uncertainty exists with respect to future implementation of the September 2023 rule and the scope of CWA jurisdiction more generally.

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

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

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

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

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

Accordingly, on January 15, 2026, the EPA published a proposed rule to revise the Section 401 state and tribal water quality certification regulations.

The proposed rule aims to narrow the “activity”-based scope of state and tribal certification to point source discharges into waters of the United States.

The public comment period concludes on February 17, 2026.

Future implementation and enforcement of these rules and policies is uncertain at this time.

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

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

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

Additionally, in September 2023, the Biden Administration announced that federal

agencies will be directed to consider the Social Cost of GHGs in agency budgeting, procurement, and other agency decisions, including in environmental reviews conducted pursuant to NEPA, where appropriate.

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

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

In January 2026, CEQ formally repealed its NEPA implementing regulations on the basis of the Supreme Court’s decision in Seven County Infrastructure Coalition v.

Eagle County, Colorado .

In Seven County , the Supreme Court directed lower courts to give “substantial deference” to reasonable agency conclusions underlying its NEPA process.

Accordingly, the January 2026 rule is meant to streamline NEPA review, and has left the July 2020, Phase I, and Phase 2 rules in place.

The January 2026 rule may be subject to litigation.

Congress is also considering legislation designed to streamline NEPA through the Standardizing Permitting and Expediting Economic Development Act (“SPEED Act”).

The SPEED Act aims to redefine what qualifies as a “major Federal action” and impose stricter deadlines for NEPA review.

The SPEED Act has passed the House of Representatives and passage remains pending and uncertain.

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

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however, efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues.

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

at least 30% below 2020 levels by 2030.

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

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

accelerating efforts towards the phase-down of unabated coal power;

phasing out inefficient fossil fuel subsidies;

and transitioning away from fossil fuels in energy systems.

These include the Paris Agreement, a treaty adopted at the 21st United Nations Conference of the parties that is aimed at addressing climate change with member countries agreeing to nationally determine their contributions and set GHG emission reduction goals every five years and the Global Methane Pledge, a pact that aims to reduce global methane emissions at least 30% below 2020 levels by 2030.

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

At the same time, many state and local leaders have intensified or stated their intent to intensify efforts to support international climate commitments and treaties, in addition to considering or enacting laws requiring the disclosure of climate-related information and developing programs that are aimed at reducing GHG emissions by means of cap and trade programs, carbon taxes or encouraging the use of renewable energy or alternative low-carbon fuels.

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

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

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

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

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

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

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

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

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

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

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

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Circuit has commenced.

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

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

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

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

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

In addition, in March 2025, President Trump signed Congress’ Joint Resolution of Disapproval of the WEC, and in May 2025, EPA issued a final rule to remove the WEC regulations from the Code of Federal Regulations.

In July 2025, the One Big Beautiful Bill Act delayed the effective date of the WEC until 2034.

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

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

Additionally, in September 2025, the EPA proposed to permanently remove program obligations from the Greenhouse Gas Reporting Program for most source categories, and suspend program obligations for some sources subject to subpart W (which applies to emission sources in certain segments of the petroleum and natural gas industry) until 2034.

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

emissions by means of cap and trade programs, carbon taxes or encouraging the use of renewable energy or alternative low-carbon fuels.

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

In 2016, the EPA revised and expanded NSPS, also known as Subpart OOOOa, to include final rules to curb emissions of methane, a greenhouse gas, from new, reconstructed and modified oil and gas sources.

In 2016, the EPA revised and expanded NSPS, also known as Subpart OOOOa, to include final rules to curb emissions of methane, a GHG, from new, reconstructed and modified oil and gas sources.

Previously, already existing NSPS regulated VOCs, and controlling VOCs also had the effect of controlling methane, because natural gas leaks emit both compounds.

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

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

In December 2023, the EPA announced a final rule, later published in March 2024, which, among other things, requires the phase out of routine flaring of natural gas from newly constructed wells (with some exceptions) and routine leak monitoring at all well sites and compressor stations.

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

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

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

However, in March 2025, the EPA announced its intention to reconsider the March 8, 2024 rule, including Subparts OOOOb and OOOOc, with a final rule expected in or around July 2026.

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

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

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

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

Because regulation of GHG emissions continues to evolve, further regulatory, legislative and judicial developments are likely to occur.

1 unchanged sentence

Moreover, while the U.S.

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

Supreme Court held

in its 2011 decision American Electric Power Co.

Connecticut that, with respect to claims concerning GHG emissions, the federal common law of nuisance was displaced by the CAA, the Court left open the question of whether tort claims against sources of GHG emissions alleging property damage may proceed under state common law.

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

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

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

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

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

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

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

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

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

What changed 10-K

Item 1. Business