What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-20 · 79 added, 98 removed, 565 unchanged (24% of the section changed)

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• increased focus by the investment community on sustainability practices in the oil and natural gas industry;

• political and economic conditions, including embargoes, in oil-producing countries or affecting other oil-producing activity;

• political and economic conditions, including embargoes, in oil-producing countries or affecting other oil-producing activity, including the effects of any changes to conditions in or impacting Venezuela;

• the outbreak of military hostilities, including the ongoing conflict between Russia and Ukraine and the destabilizing effect such conflict continues to pose for the European continent or the global oil and natural gas markets, as well as the ongoing conflict in Israel and the surrounding region;

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• declines in oil or natural gas prices;

• infrastructure limitations, such as the gas gathering and processing constraints experienced in the Williston Basin in 2019;

• infrastructure limitations, such as gas gathering and processing constraints;

• the high cost, shortages or delays of equipment, materials and services;

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The occurrence of an event that is not fully covered by insurance could have a material adverse impact on our business activities, financial condition and results of operations.

Due to previous declines in oil and natural gas prices, we have in the past taken significant writedowns of our oil and natural gas properties.

We may be required to record further writedowns of our oil and natural gas properties in the future.

In 2020, we were required to write down the carrying value of certain of our oil and natural gas properties, and further writedowns could be required in the future.

Lower oil and natural gas prices and other factors have resulted in significant writedowns of our oil and natural gas properties, and we may be required to record further writedowns of our oil and natural gas properties in the future.

We follow the full cost method of accounting for our oil and gas operations.

Under the full cost method of accounting, capitalized oil and gas property costs less accumulated depletion and net of deferred income taxes may not exceed an amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization.

Should capitalized costs exceed this ceiling, an impairment would be recognized.

Such write-downs do not impact cash flows from operating activities but do reduce net income.

For the year ended December 31, 2025, we recorded a non-cash full cost ceiling impairment charge of $702.7 million.

Depending on future commodity price levels, the trailing twelve-month average price used in the ceiling calculation may decline, which could cause additional future write downs of our oil and natural gas properties.

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The present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated proved reserves.

We base the estimated discounted future net cash flows from our proved reserves using specified pricing and cost assumptions.

We base the estimated discounted future net cash flows from our proved reserves on specified pricing and cost assumptions.

However, actual future net cash flows from our oil and natural gas properties will be affected by factors such as the volume, pricing and duration of our oil and natural gas hedging contracts;

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Court of Appeals in August 2020.

DAPL currently remains in operation while the U.S.

Army Corps of Engineers (“USACE”) conducts the EIS, which was released in draft form in September 2023 and was open for public comment until mid-December 2023.

DAPL currently remains in operation while the USACE conducts the EIS, which was released in draft form in September 2023 and was open for public comment until mid-December 2023.

The USACE received over 200,000 public comments.

The date that the final EIS will be published is not yet known, although according to statements from the USACE the final EIS may be published in 2025.

Following completion of the EIS, the USACE will determine whether to grant DAPL an easement to cross the Missouri River or to shut down the pipeline, unless the U.S.

Supreme Court overturns the lower courts’ order to conduct the EIS.

On December 19, 2025, the USACE completed the final EIS.

Following this completion of the EIS, the USACE will determine whether to grant DAPL an easement to cross the Missouri River or to shut down the pipeline.

Publication of the EIS does not constitute a decision, and a subsequent 30-day waiting period is required.

After the waiting period, which concluded on January 20, 2026, the USACE may issue a Record of Decision identifying a selected alternative for implementation.

Moreover, the EIS and/or the USACE’s easement decision may subsequently be challenged in court.

In March 2025, a 2024 challenge to the ongoing operation of the pipeline was dismissed in the D.C.

Petitioners have filed an appeal and litigation is ongoing.

As a result, a shut-down remains possible, and there is no guarantee that DAPL will be permitted to continue operations following the completion of the EIS and/or the DAPL Litigation.

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A decrease in energy use due to weather changes may affect our financial condition through decreased revenues.

To the extent the frequency of extreme weather events increases, this could impact our business in various ways, including damage to operators’ facilities at our properties or increased insurance premiums.

Potential adverse effects on our third party operators could also

include disruption of their production activities and supply chain.

To the extent the frequency of extreme weather events increases, this could impact our business in various ways, including damage to operators’

facilities at our properties or increased insurance premiums and reduced availability of insurance coverage.

Potential adverse effects on our third party operators could also include disruption of their production activities and supply chain.

Any of these effects could have an adverse effect on our business, results of operations and financial condition.

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The inability or failure of our operating partners to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results.

Continuing or worsening inflationary issues and associated changes in monetary policy have resulted in and may result in additional increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.

Inflation has been an ongoing concern in the U.S.

Ongoing inflationary pressures have resulted in and may result in additional increases to the costs of goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.

Inflationary pressure and associated changes in monetary policy have resulted in and may result in additional increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.

We have experienced, and may continue to experience, increased inflationary pressure on our business, including increases to the costs of goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.

Sustained levels of high inflation caused the U.S.

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Federal Reserve decreasing the federal funds interest rate to 3.625% between September 2024 and December 2025, we continue to be impacted by the elevated federal funds interest rate, which could additionally have the effects of raising the cost of capital and depressing economic growth, either of which (or the combination thereof) could hurt the financial and operating results of our business.

To the extent elevated inflation remains, we may experience further cost increases for our operations.

We could experience periods of higher costs as activity levels fluctuate or if commodity prices rise.

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Our derivatives activities could adversely affect our cash flow, results of operations and financial condition.

To achieve more predictable cash flows and reduce our exposure to adverse fluctuations in the price of oil and natural gas, we enter into derivative instrument contracts for a portion of our expected production, which may include swaps, collars, puts and other structures.

In accordance with applicable accounting principles, we are required to record our derivatives at fair market value, and they are included on our balance sheet as assets or liabilities and in our statements of income as gain (loss) on derivatives, net.

Accordingly, our earnings may fluctuate significantly as a result of changes in the fair market value of our derivative instruments.

In addition, while intended to mitigate the effects of volatile oil and natural gas prices, our derivatives transactions may limit our potential gains and increase our potential losses if oil and natural gas prices were to rise substantially over the price established by the hedge.

Our actual future production may be significantly higher or lower than we estimate at the time we enter into derivative contracts for such period.

If the actual amount of production is higher than we estimate, we will have greater commodity price exposure than we intended.

If the actual amount of production is lower than the notional amount that is subject to our derivative financial instruments, we might be forced to satisfy all or a portion of our derivative transactions without the benefit of the cash flow from our sale of the underlying physical commodity, resulting in a substantial diminution of our liquidity.

As a result of these factors, our hedging activities may not be as effective as we intend in reducing the volatility of our cash flows, and in certain circumstances may actually increase the volatility of our cash flows.

In addition, such transactions may expose us to the risk of loss in certain circumstances, including instances in which a counterparty to our derivative contracts is unable to satisfy its obligations under the contracts;

our production is less than expected;

or there is a widening of price differentials between delivery points for our production and the delivery point assumed in the derivative arrangement.

To achieve more predictable cash flows and reduce our exposure to adverse fluctuations in the price of oil and natural gas, we enter into derivative transactions for a portion of our expected production, which may include swaps, collars, puts and other structures.

In accordance with applicable accounting principles, we are required to record our derivative transactions at fair market value, and they are included on our balance sheet as assets or liabilities and in our statements of income as gain (loss) on derivatives, net.

Accordingly, our earnings may fluctuate significantly as a result of changes in the fair market value of our derivative transactions.

In addition, while intended to mitigate the effects of volatile oil and natural gas prices, our derivative transactions may reduce our performance if oil and natural gas prices were to rise over the price established by the derivative transactions.

Our actual future production for any period may be significantly higher or lower than we estimate at the time we enter into derivative contracts for such period.

As a result, our hedging activities may not be as effective as we intend in reducing the volatility of our cash flows, and, in certain circumstances, may increase the volatility of our cash flows and result in losses and reductions in liquidity.

In addition, instances in which a counterparty to our derivative transactions is unable to satisfy its obligations or there is an adverse widening of price differentials between delivery points for our production and the delivery point assumed in the derivative arrangement may result in losses and reductions in liquidity.

Decommissioning costs are unknown and may be substantial.

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See further discussion in the risk factor further below entitled “ The adoption of climate change legislation or regulations restricting or relating to emissions of GHGs could result in increased operating costs and reduced demand for the oil and natural gas we produce.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices, and the increased competitiveness of alternative energy sources could reduce demand for oil and natural gas.

alternative energy sources could reduce demand for oil and natural gas.

Additionally, the increased competitiveness of alternative energy sources (such as electric vehicles, wind, solar, geothermal, tidal, fuel cells and biofuels) could reduce demand for oil and natural gas and, therefore, our revenues.

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Some investors, including certain pension funds, university endowments and family foundations, have stated policies to reduce or eliminate their investments in the oil and natural gas sector based on social and environmental considerations.

With the continued volatility in oil and natural gas prices, and the possibility that interest rates will rise in the near term, increasing the cost of borrowing, certain investors have emphasized capital efficiency and free cash flow from earnings as key drivers for energy companies, especially shale producers.

With the continued volatility in oil and natural gas prices, and persistently high borrowing costs, certain investors have emphasized capital efficiency and free cash flow from earnings as key drivers for energy companies, especially shale producers.

This may also result in a reduction of available capital funding for potential development projects, further impacting our future financial results.

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Our continuing efforts to research, establish, accomplish and accurately report on the implementation of our ESG strategy, including any ESG goals, may also create additional operational risks and expenses and expose us to reputational, legal and other risks.

Moreover, while we create and publish voluntary disclosures regarding ESG matters from time to time, some of the statements in those voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or

actual risks or events or forecasts of expected risks or events, including the costs associated therewith.

Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.

Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines

involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.

Relatedly, there is increasing focus by regulators, customers and other stakeholders on greenwashing issues and environmental marketing and sustainability-related claims.

There can be no assurance that we will not be subject to greenwashing allegations or claims associated with the veracity of our environmental and sustainability-related claims, including any claims related to our emissions reductions initiatives or the sustainability practices of our operators, among other things, which could expose us to liabilities or require us to incur additional costs to adequately prepare disclosures or improve internal controls.

There is also increasing focus on ESG and sustainability disclosure and regulation across various jurisdictions and exposure to any new regulatory and legal requirements may lead to increased operational costs and compliance burden for us.

The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

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We may face pressures from stakeholders to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability, or with respect to other ESG matters, while at the same time remaining a successfully operating public company.

At the same time, recent “anti-ESG” political developments could subject the Company to increased risk of criticism or litigation risks from certain “anti-ESG” parties including various government agencies.

Such sentiment may focus on the Company’s environmental or social initiatives, which anti-ESG proponents may assert as unlawful, political or polarizing in nature.

If we do not successfully manage expectations across these varied stakeholder interests, it could erode our stakeholder trust and thereby affect our brand and reputation.

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consolidate, merge or transfer all or substantially all of our assets;

and engage in transactions with our affiliates.

and engage in

transactions with our affiliates.

In addition, the Revolving Credit Facility requires us to maintain compliance with certain financial covenants and other covenants, including, among others, (i) maintaining a minimum 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 (the “Current Ratio”)) of no less than 1.00 to 1.00 and (ii) maintaining a maximum net leverage ratio (defined as, as of the date of determination, the ratio of total net debt to EBITDAX (as defined in the Revolving Credit Facility) measured on a rolling four quarter basis (the “Net Leverage Ratio”)) of 3.50 to 1.00.

EBITDAX, as defined in the Revolving Credit Facility, excludes, among other things, the effects of interest expense, depreciation, depletion and

amortization, income tax, certain non-cash gains and impairments, and certain restructuring costs.

EBITDAX, as defined in the Revolving Credit Facility, excludes, among other things, the effects of interest expense, depreciation, depletion and amortization, income tax, certain non-cash gains and impairments, and certain restructuring costs.

As a result of the financial covenants and other covenants, we could be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

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Our ability to declare and pay dividends to our stockholders is subject to certain laws, regulations, and policies, including minimum capital requirements and, as a Delaware corporation, we are subject to certain restrictions on dividends under the DGCL.

Under the DGCL, our board of directors may not authorize payment of a dividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Under the DGCL, our board of directors may not authorize payment of a dividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not

have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Finally, our ability to pay dividends to our stockholders may be limited by covenants in any debt agreements that we are currently a party to, including our Revolving Credit Facility and the Senior Notes Indentures, or may enter into in the future.

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The capped call transactions may affect the value of the Convertible Notes and our common stock.

In connection with the pricing of our 3.625% convertible senior notes due 2029 (the “Convertible Notes”), we entered into privately negotiated capped call transactions relating to such notes with the option counterparties.

In connection with the pricing of our 3.625% convertible senior notes due 2029 (the “Convertible Notes”) in October 2022 and our offering of Additional Convertible Notes (as defined herein) in June 2025, we entered into privately negotiated capped call transactions relating to such notes with the option counterparties.

The capped call transactions relating to the Convertible Notes cover, subject to customary adjustments, the number of shares of our common stock that initially underlie such notes.

The capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

securities of ours in secondary market transactions prior to the maturity of the Convertible Notes (and are likely to do so during any observation period related to a conversion of such notes).

The option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the Convertible Notes (and are likely to do so during any observation period related to a conversion of such notes).

This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the Convertible Notes, which could affect a holder’s ability to convert their Convertible Notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of the Convertible Notes, it could affect the amount and value of the consideration that a holder will receive upon conversion of such notes.

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Any of these activities could adversely affect the value of our common stock and the value of the Convertible Notes (and as a result, the amount and value of the consideration that a holder would receive upon the conversion of the Convertible Notes) and, under certain circumstances, a holder’s ability to convert their Convertible Notes.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of the Convertible Notes or our common stock.

In addition, we do not make any representation that the option counterparties or their respective affiliates will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

We are subject to counterparty risk with respect to the capped call transactions, and the capped call may not operate as planned.

The option counterparties to the capped call transactions are financial institutions, and we are subject to the risk that one or more of the option counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate their obligations, under the capped call transactions.

We are subject to counterparty risk with respect to the capped call transactions, and the capped call transactions may not operate as planned.

The option counterparties to the capped call transactions are financial institutions, and we are subject to the risk that one or more of the option counterparties may default or otherwise fail to perform under, or may exercise certain rights to terminate, the capped call transactions.

Our exposure to the credit risk of the option counterparties is not secured by any collateral.

Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions.

If an option counterparty to one or more capped call transactions becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with that option counterparty.

Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated with increases in the market price or the volatility of our common stock.

In addition, upon a default or other failure to perform, or a termination of obligations, by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock.

Global economic conditions have from time to time resulted in the failure or financial difficulties of many financial institutions.

If an option counterparty to one or more capped call transactions becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to the value of our capped call transaction with that option counterparty.

The value of our capped call transactions will depend on many factors, but, generally, will increase with increases in the market price and/or the volatility of our common stock.

In addition, upon a default or other failure to perform under, or a termination of, a capped call transaction by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock.

We can provide no assurances as to the financial stability or viability of any option counterparty.

In addition, the capped call transactions are complex, and they may not operate as planned.

For example, the terms of the capped call transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur.

Accordingly, these transactions may not operate as we intend if we are required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the capped call transactions.

For example, the terms of the capped call transactions may be subject to adjustment if certain corporate or other transactions occur.

The Convertible Notes may have a material effect on our reported financial results.

We will be required to record a greater amount of non-cash interest expense in current and future periods as a result of the amortization of the debt issuance costs for the Convertible Notes.

We will report lower net income (or greater net loss) in our financial results because generally accepted accounting principles in the United States (“GAAP”) requires interest to include both the current period’s amortization of the debt issuance costs and the instrument’s coupon interest, which could adversely affect our reported or future financial results, the market price of our common stock and the trading price of the Convertible Notes.

We will report lower net income (or greater net loss) in our financial results because the application of generally accepted accounting principles in the United States (“GAAP”) requires interest to include both the current period’s amortization of the debt issuance costs and the instrument’s coupon interest, which could adversely affect our reported or future financial results, the market price of our common stock and the trading price of the Convertible Notes.

In addition, because we have the ability to settle the Convertible Notes, upon conversion, by paying or delivering cash equal to the principal amount of the obligation and common stock for amounts over the principal amount, the shares issuable upon conversion of the Convertible Notes are accounted for using the if-converted method and, as such, are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the Convertible Notes exceeds their principal amount.

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We cannot be sure that we will be able to continue to demonstrate the ability to settle the Convertible Notes in cash or that the accounting standards will continue to permit the use of the if-converted method.

If we are unable to use the if-converted method in accounting for the shares issuable upon conversion of the Convertible Notes, our diluted earnings per share could be adversely affected.

If we are unable to use the if-converted

method in accounting for the shares issuable upon conversion of the Convertible Notes, our diluted earnings per share could be adversely affected.

The conditional conversion feature of the Convertible Notes, if triggered, could adversely affect our financial position and liquidity.

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In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate.

In either case, and in other cases, our obligations under the notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable .

In either case, and in other cases, our obligations under the notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us, including in a transaction that noteholders or holders of our common stock may view as favorable .

Risks Related to Legal and Regulatory Matters

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For example, in June 2016, the EPA published NSPS, known as Subpart OOOOa, that require certain new, modified or reconstructed facilities in the natural gas and oil sector to reduce methane gas and VOC emissions.

In December 2023, the EPA finalized more stringent methane rules for new, modified, and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc.

In December 2023, the EPA finalized more stringent methane rules, later published in March 2024, for new, modified, and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc.

Notably, the EPA updated the applicability date for certain requirements to a construction date of December 6, 2022, meaning that sources constructed prior to that date will be considered existing sources with later compliance deadlines under state plans.

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The rule also establishes a “super emitter” response program that would allow third parties to make reports to EPA of large methane emission events, triggering certain investigation and repair requirements.

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.

Fines and penalties for violation of these rules can be substantial.

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Further, in September 2021, the Biden Administration publicly announced the Global Methane Pledge, an international pact that aims to reduce global methane emissions by at least 30% below 2020 levels by 2030.

and (ii) 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, including the Global Methane Pledge.

However, in January 2025, President Trump issued executive orders directing (i) 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 and (ii) 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, including the Global Methane Pledge.

Consequently, future implementation and enforcement of the final methane rule remains uncertain at this time.

To the extent that future legislative or regulatory impose more restrictive requirements pertaining to permitting, GHG emissions, financial assurance and bonding for decommissioning liabilities, or carbon taxes, such actions could adversely affect our financial condition and results of operations by restricting the lands available for development and/or access to permits required for such development, or by imposing additional and costly environmental, health and safety requirements.

To the extent that future legislative or regulatory changes impose more restrictive requirements pertaining to permitting, GHG emissions, financial assurance and bonding for decommissioning liabilities, or carbon taxes, such actions could adversely affect our financial condition and results of operations by restricting the lands available for development and/or access to permits required for such development, or by imposing additional and costly environmental, health and safety requirements.

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

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federal income tax purposes.

At December 31, 2024, we had an estimated NOL carryforward of approximately $447.2 million for U.S.

As of December 31, 2025, we had an estimated NOL carryforward of approximately $532.8 million for U.S.

federal income tax purposes.

In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), a corporation that undergoes an “ownership change” can be subject to limitations on the use of its NOLs to offset future taxable income.

We underwent an “ownership change” during 2018 and, as a result, the use of our existing NOL carryforwards is subject to limitations under Section 382, which are generally determined by multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate as defined in Section 382 of the IRC.

We underwent an “ownership change” during 2018 and, as a result, the use of $121.7 million of our remaining NOL carryforwards is subject to limitations under Section 382, which are generally determined by multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate as defined in Section 382 of the IRC.

See Note 10 to our financial statements.

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Such legislative changes have included, but have not been limited to, (i) the repeal of the percentage depletion allowance for natural gas and oil properties, (ii) the elimination of current deductions for intangible drilling and development costs, and (iii) an extension of the amortization period for certain geological and geophysical expenditures.

Although these provisions were largely unchanged in recent federal tax legislation such as the IRA, Congress could consider, and could include, some or all of these proposals as part of future tax reform legislation.

Although these provisions were largely unchanged in recent federal tax legislation, Congress could consider, and could include, some or all of these proposals as part of future tax reform legislation.

Moreover, other more general features of any additional tax reform legislation, including changes to cost recovery rules, may be developed that also would change the taxation of oil and gas companies.

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Pennsylvania’s legislature has not thus far advanced any of the governor’s severance tax proposals;

however, severance tax legislation may continue to be proposed in future legislative sessions.

however, severance tax legislation may continue to be proposed in future legislative

Any such tax increase or change could adversely impact our earnings, cash flows and financial position as it relates to these assets.

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In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S.

state and local taxing authorities.

federal, state and local taxing authorities.

Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

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federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be implemented, interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect.

For example, on August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into federal law.

The IRA introduced, among other things, a new Corporate Alternative Minimum Tax (“CAMT”) which is a minimum tax based on financial statement income that applies to “applicable corporations.” CAMT is effective for tax years beginning in 2023.

The Company is not subject to CAMT in 2023 but once we reach the applicable financial statement income thresholds, which we expect to occur no earlier than 2025, the CAMT rules could increase tax compliance complexity and uncertainty and result in additional administrative costs and income tax liabilities.

We are subject to a 1% U.S.

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The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new share issuances against the fair market value of shares repurchases during the same taxable year.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new share issuances (including those to employees) against the fair market value of shares repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

On December 27, 2022, the U.S.

Department of the Treasury (the “Treasury”) issued a notice that it intends to publish proposed regulations addressing the application of the excise tax (the “Notice”).

To provide taxpayers with interim guidance, the Notice describes certain rules upon which taxpayers are generally entitled to rely until publication of the proposed regulations.

Whether and to what extent we are subject to the excise tax in connection with repurchases of our shares depends on a number of factors, including (i) the fair market value of the repurchase, (ii) the nature and amount of any equity issuances within the same taxable year of the repurchase, and (iii) the content of any future regulations and other guidance issued from the Treasury.

Whether and to what extent we are subject to the excise tax in connection with repurchases of our shares depends on a number of factors, including the fair market value of the repurchase and the nature and amount of any equity issuances within the same taxable year of the repurchase.

Any excise tax will cause a reduction in our cash available on hand, which could have a negative impact on our business and operations.

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In addition, any derailment of crude oil involving crude oil that we have sold or are shipping may result in claims being brought against us that may involve significant liabilities.

Our derivative activities expose us to potential regulatory risks .

Our derivatives activities expose us to potential regulatory risks .

The Federal Trade Commission, FERC, and the Commodities Futures Trading Commission (“CFTC”) have statutory authority to monitor certain segments of the physical and futures energy commodities markets.

These agencies have imposed broad regulations prohibiting fraud and manipulation of such markets.

With regard to derivative activities that we undertake with respect to oil, natural gas, NGLs, or other energy commodities, we are required to observe the market-related regulations enforced by these agencies.

With regard to derivative activities that we undertake with respect to oil, natural gas, NGLs, or other energy commodities, we are required to observe the market-related regulations

enforced by these agencies.

Failure to comply with such regulations, as interpreted and enforced, could have a material adverse effect on our business, results of operations and financial condition.

Legislative and regulatory developments could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business .

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) contains measures aimed at increasing the transparency and stability of the over-the-counter derivatives market and preventing excessive speculation.

On January 14, 2021, the CFTC published a final rule imposing position limits for certain futures and options contracts in various commodities (including oil and gas) and for swaps that are their economic equivalents, though certain types of derivative transactions are exempt from these limits, provided that such derivative transactions satisfy the CFTC’s requirements for certain enumerated “bona fide” hedging transactions and positions.

The CFTC has also adopted final rules regarding aggregation of positions, under which a party that controls the trading of, or owns ten percent or more of the equity interests in, another party will have to aggregate the positions of the controlled or owned party with its own positions for purposes of determining compliance with position limits unless an exemption applies.

These rules may affect both the size of the positions that we may hold and the ability or willingness of counterparties to trade with us, potentially increasing the costs of transactions.

Moreover, such changes could materially reduce our access to derivative opportunities, which could adversely affect revenues or cash flow during periods of low commodity prices.

The CFTC also has designated certain interest rate swaps and credit default swaps for mandatory clearing and the associated rules also will require us, in connection with covered derivative activities, to comply with clearing and trade-execution requirements or to take steps to qualify for an exemption to such requirements.

Although we believe we qualify for the end-user exception from the mandatory clearing requirements for swaps entered to mitigate its commercial risks, the application of the mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use.

If our swaps do not qualify for the commercial end-user exception, or if the cost of entering into uncleared swaps becomes prohibitive, we may be required to clear such transactions.

The ultimate effect of these rules and any additional regulations on our business is uncertain.

The full impact of the Dodd-Frank Act and related regulatory requirements on our business will not be known until the regulations are fully implemented and the market for derivatives contracts has adjusted.

In addition, it is possible that the Biden Administration could expand regulation of the over-the-counter derivatives market and the entities that participate in that market through either the Dodd-Frank Act or the enactment of new legislation.

Regulations issued under the Dodd-Frank Act (including any further regulations implemented thereunder) and any new legislation also may require certain counterparties to our derivative instruments to spin off some of their derivative activities to a separate entity, which may not be as creditworthy as the current counterparty.

Such legislation and regulations could significantly increase the cost of derivative contracts (including from swap recordkeeping and reporting requirements and through requirements to post collateral which could adversely affect our available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, reduce our ability to monetize or restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties.

These rules may affect both the size of the positions that we may hold and the ability or willingness of counterparties to trade with us, potentially increasing the costs of, and/or materially reducing our access to, derivative transactions, which could adversely affect revenues and cash flow.

We maintain an active hedging program related to commodity price risks.

Such legislation and regulations could reduce trading positions and the market-making activities of our counterparties.

If we reduce our use of derivatives as a result of legislation and regulations or any resulting changes in the derivatives markets, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures or to make payments on our debt obligations.

Finally, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas.

Our revenues could therefore be adversely affected if a consequence of the legislation and regulations is to lower commodity prices.

In addition, if a consequence of legislation and regulations is to lower commodity prices, our revenues could be adversely affected.

Any of these consequences could have a material adverse effect on our business, our financial condition, and our results of operations.

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Part of the regulatory environment in which we do business includes, in some cases, legal requirements for obtaining environmental assessments, environmental impact studies and/or plans of development before commencing drilling and production activities.

In addition, our activities are subject to the regulations regarding conservation practices and protection of

correlative rights.

In addition, our activities are subject to the regulations regarding conservation practices and protection of correlative rights.

These regulations affect our business and limit the quantity of natural gas we may produce and sell.

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Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, loss of our leases, incurrence of investigatory or remedial obligations and the imposition of injunctive relief.

Environmental legislation is evolving in a manner we expect may result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

Environmental legislation may result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge, regardless of whether we were responsible for the release or contamination and regardless of whether our operating partners met previous standards in the industry at the time they were conducted.

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States may, from time to time, develop and implement plans directing certain wells where seismic incidents have occurred to restrict or suspend disposal well operations.

These developments could result in additional regulation and restrictions on the use of injection wells by our operators to dispose of flowback and produced water and certain other oilfield

These developments could result in additional regulation and restrictions on the use of injection wells by our operators to dispose of flowback and produced water and certain other oilfield fluids.

Increased regulation and attention given to induced seismicity also could lead to greater opposition to, and litigation concerning, oil and natural gas activities utilizing injection wells for waste disposal.

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To the extent that our products are competing with higher GHG emitting energy sources, our products may become more desirable in the market with more stringent limitations on GHG emissions.

To the extent that our products are competing with lower GHG emitting energy sources such as solar and wind, our products may become less desirable in the market with more stringent limitations on GHG emissions.

the extent that our products are competing with lower GHG emitting energy sources such as solar and wind, our products may become less desirable in the market with more stringent limitations on GHG emissions.

We cannot predict with any certainty at this time how these possibilities may affect our operations.

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Consequently, legislation and regulatory programs to reduce GHG emissions or that address climate change could have an adverse effect on our business, financial condition and results of operations.

Additionally, the SEC finalized a rule in March 2024 intended to enhance and standardize climate-related disclosures, that requires public companies to report on material climate-related risks that affect the company’s strategy, business model and outlook, and, for some larger companies, GHG emissions, if material.

The Climate Disclosure Rule was voluntarily stayed by the SEC in April 2024 pending judicial review of petitions challenging the rule, and additional legal chanllenges 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 costs relating to the assessment and disclosure of climate-related risks.

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

In addition, enhanced climate disclosure requirements could accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon-intensive sectors.

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Our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, or issue shares of preferred stock, which may be convertible into shares of common stock.

In the future, we may issue securities to raise cash for acquisitions, as consideration in acquisitions, to pay down debt, to fund capital expenditures or general corporate expenses, in connection with the exercise of stock options or to satisfy our obligations under our incentive plans.

our obligations under our incentive plans.

We may also acquire interests in other companies by using a combination of cash, our preferred stock and our common stock or just our common stock.

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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 1A. Risk Factors