What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-20 · 299 added, 336 removed, 1223 unchanged (34% of the section changed)

49 unchanged sentences

(b) During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the quarter ended December 31, 2024, the Company did not adopt or terminate a “Rule 10b5-1 trading arrangement” as that term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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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.

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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 the RSUs.

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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Description Reference

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

Partners, LLC, and Collegiate Midstream LLC, dated as of October 18, 2022 Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 19, 2022

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

Partners, LLC, and Collegiate Midstream LLC, dated as of December 13, 2022 Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 9, 2023

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

Partners, LLC, and Collegiate Midstream LLC, dated as of January 5, 2023 Incorporated by reference to Exhibit 2.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 9, 2023

Acquisition and Cooperation Agreement, dated as of June 14, 2023, by and between Earthstone Energy Holdings, LLC and Northern Oil and Gas, Inc.

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

001-31539) filed with the SEC 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

001-31539) filed with the SEC on June 28, 2024

Purchase and Sale Agreement, dated as of December 5, 2025, by and among Antero Resources Corporation, Antero Minerals LLC and Monroe Pipeline LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 8, 2025

Purchase and Sale Agreement, dated as of December 5, 2025, by and among Antero Midstream LLC, Antero Water LLC and Antero Treatment LLC, as sellers, and Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., as buyers Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 8, 2025

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

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and Wilmington Trust, National Association, as trustee (including Form of 3.625% Convertible Senior Note due 2029) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 17, 2022

First Supplemental Indenture, dated June 17, 2025, between Northern Oil and Gas, Inc.

and Wilmington Trust, National Association, as trustee Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 18, 2025

Indenture, dated May 15, 2023, between Northern Oil and Gas, Inc.

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

Indenture, dated October 1, 2025, between Northern Oil and Gas, Inc.

and Wilmington Trust, National Association, as trustee (including Form of 7.875% Senior Note due 2033) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2025

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

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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

First 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 November 10, 2022 Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2022

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

Purchase Agreement, dated June 12, 2025, by and between Northern Oil and Gas, Inc.

and Morgan Stanley & Co.

LLC, as representative of the several other initial purchasers named in Schedule 1 thereto.

Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 18, 2025

Fourth Amended and Restated Credit Agreement, dated as of November 5, 2025, 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 November 10, 2025

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

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 June 18, 2025

Northern Oil and Gas, Inc.

Insider Trading Policy Filed herewith

Insider Trading Policy Incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 20, 2025

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

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Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith

Northern Oil and Gas, Inc.

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104 The cover page from Northern Oil and Gas, Inc.

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

Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL

Filed herewith

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

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* Director February 26, 2026

* Director February 20, 2025

Stuart Lasher

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Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 F- 6

Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024, 2023 and 2022 F- 7

Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 F- 7

Notes to the Financial Statements F- 8

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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.

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 using a discount rate of 10%.

The estimation of the Company’s oil and natural gas reserves quantities and the related future net cash flows requires management to make significant estimates and assumptions since, as a non-operator, the Company has limited visibility into the timing of future production quantities associated with the five-year development plan.

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 a significant impact on the depletion calculation and proved oil and natural gas properties impairment evaluation.

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

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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Unproved 86,034 42,702

Other Property and Equipment 8,197 8,069

Total Property and Equipment 10,358,275 8,473,372

Less – Accumulated Depreciation, Depletion and Impairment ( 5,276,105 ) ( 4,541,808 )

Less – Accumulated Depletion and Impairment ( 6,784,649 ) ( 5,271,807 )

Total Oil and Natural Gas Properties, Net 4,743,171 5,078,271

Other Property and Equipment, Net 3,196 3,899

Total Property and Equipment, Net 4,746,367 5,082,170

Derivative Instruments 3,036 9,832

Acquisition Deposit — 17,094

Other Noncurrent Assets, Net 11,077 15,466

Other Noncurrent Assets 73,941 11,077

Total Assets $ 5,409,375 $ 5,603,822

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Commitments and Contingencies

Stockholders’ Equity

Common Stock, par value $ 0.001 ;

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Additional Paid-In Capital 1,644,563 1,877,416

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

Retained Earnings 481,279 442,518

Total Stockholders’ Equity 2,126,341 2,320,435

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Oil and Gas Sales $ 2,081,288 $ 2,152,079 $ 1,897,779

Gain (Loss) on Commodity Derivatives, Net 61,967 259,250 ( 415,262 )

Gain on Commodity Derivatives, Net 380,664 61,967 259,250

Other Revenue 13,771 11,682 9,230

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Depletion, Depreciation, Amortization and Accretion 814,859 740,901 486,024

Impairment of Oil and Gas Assets 702,747 — —

Legal Settlement Expenses 33,090 — —

Other Expenses 12,848 9,650 4,448

2 unchanged sentences

Other Income (Expense)

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

Interest Expense ( 172,380 ) ( 157,717 ) ( 135,664 )

Gain (Loss) on Unsettled Interest Rate Derivatives, Net ( 566 ) 263 ( 1,017 )

Gain on the Extinguishment of Debt, Net — 659 810

Gain (Loss) on the Extinguishment of Debt, Net ( 10,833 ) — 659

Contingent Consideration Gain — — 10,107

Other Income 637 440 4,795

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

Total Other Expense ( 183,142 ) ( 157,014 ) ( 121,120 )

Income Before Income Taxes 62,705 680,817 1,000,742

Income Tax Expense 23,944 160,509 77,773

Net Income $ 520,308 $ 922,969 $ 773,237

Cumulative Preferred Stock Dividend — — ( 9,803 )

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

Net Income Attributable to Common Stockholders $ 38,761 $ 520,308 $ 922,969

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Depletion, Depreciation, Amortization and Accretion 814,859 740,901 486,024

Impairment of Oil and Gas Assets 702,747 — —

Amortization of Debt Issuance Costs 10,595 9,411 8,096

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

Loss (Gain) on Extinguishment of Debt 10,833 — ( 659 )

Amortization of Bond Premium on Long-term Debt ( 2,218 ) ( 1,143 ) ( 1,475 )

Loss on the Sale of Other Property & Equipment — — 185

Deferred Income Taxes 23,570 159,550 76,858

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Prepaid and Other Expenses ( 1,571 ) ( 1,498 ) ( 474 )

Accounts Payable ( 4,409 ) ( 15,236 ) ( 338 )

Accrued Liabilities 8,168 9,154 9,955

Accounts Payable and Accrued Liabilities 14,878 3,759 ( 6,081 )

Accrued Interest ( 2,974 ) ( 227 ) 1,738

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Acquisitions of and Capital Expenditures on Oil and Natural Gas Properties ( 1,251,703 ) ( 1,674,626 ) ( 1,861,134 )

Acquisition Deposit 17,094 ( 17,094 ) ( 43,000 )

Purchases of Other Property and Equipment ( 759 ) ( 128 ) ( 1,212 )

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Purchase of Capped Call ( 16,947 ) — —

Premium Received on Convertible Notes 11,194 — —

Issuance of Convertible Notes 200,000 — —

Issuance of Senior Notes — 492,840 —

Repurchase of Senior Notes — ( 18,436 ) ( 24,907 )

Issuance of Senior Notes due 2033 725,000 — 492,840

Repurchase of Senior Notes due 2028 ( 684,943 ) — ( 18,436 )

Debt Issuance Costs Paid ( 26,146 ) ( 1,917 ) ( 11,896 )

Tender Premium Paid on Repurchase of Senior Notes due 2028 ( 10,274 ) — —

Issuance of Common Stock — — 514,749

1 unchanged sentence

Repurchases of Common Stock ( 57,012 ) ( 94,497 ) ( 8,004 )

Repurchase of Preferred Stock — — ( 81,236 )

Preferred Stock Dividends Paid — — ( 21,664 )

Excise Tax on Repurchases of Common Stock ( 788 ) — —

Restricted Stock Surrenders - Tax Obligations ( 2,140 ) ( 3,788 ) ( 2,616 )

Net Cash Provided By Financing Activities 266,829 684,692 467,367

Net Increase (Decrease) in Cash and Cash Equivalents 738 5,667 ( 6,992 )

Net Cash Provided By (Used In) Financing Activities ( 247,460 ) 266,829 684,692

Net Increase in Cash and Cash Equivalents 5,366 738 5,667

Cash and Cash Equivalents – Beginning of Period 8,933 8,195 2,528

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FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023

(In thousands, except share data) Common Stock Preferred Stock Additional Paid-In Retained

(In thousands, except share data) Common Stock Additional Paid-In Retained

Earnings Total Stockholders’

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

Issuance of Common Stock 125,789 — — — — — —

Restricted Stock Forfeitures ( 2,615 ) — — — — — —

Share Based Compensation — — — — 5,873 — 5,873

Restricted Stock Surrenders - Tax Obligations ( 89,620 ) — — — ( 2,206 ) — ( 2,206 )

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

Preferred Conversion 7,376,739 7 ( 1,643,732 ) ( 2 ) ( 6 ) — —

Repurchases of Common Stock ( 1,909,097 ) ( 2 ) — — ( 54,500 ) — ( 54,502 )

Purchase of Capped Calls — — — — ( 36,100 ) — ( 36,100 )

Repurchases of Preferred Stock — — ( 575,000 ) ( 1 ) ( 81,236 ) — ( 81,236 )

Preferred Stock Dividends — — — — ( 21,664 ) — ( 21,664 )

Common Stock Warrant Exchange Agreement - Reliance Warrants 2,322,690 2 — — ( 2 ) — —

Common Stock Dividends Declared — — — — ( 71,148 ) — ( 71,148 )

Net Income — — — — — 773,237 773,237

Shares Amount Capital (Deficit) Equity

December 31, 2022 85,165,807 $ 487 $ 1,745,532 $ ( 1,000,759 ) $ 745,260

Issuance of Common Stock 468,268 — — — — — —

Share Based Compensation 468,268 — 5,994 — 5,994

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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 )

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

Restricted Stock Forfeitures ( 9,246 ) — ( 59 ) — ( 59 )

Share Based Compensation 190,403 — 15,633 — 15,633

Restricted Stock Surrenders - Tax Obligations ( 80,247 ) — ( 2,140 ) — ( 2,140 )

Entry into Additional Capped Call Transactions, Net of Deferred Tax Impact — — ( 12,985 ) — ( 12,985 )

Repurchases of Common Stock ( 1,948,996 ) ( 2 ) ( 57,268 ) — ( 57,270 )

Common Stock Dividends Declared — — ( 176,034 ) — ( 176,034 )

Net Income — — — 38,761 38,761

December 31, 2025 97,265,559 $ 499 $ 1,644,563 $ 481,279 $ 2,126,341

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

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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.

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

The errors related, 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.

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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.

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

Use of Estimates

The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The most significant estimates relate to proved crude oil and natural gas reserves, which includes limited control over future development plans as a non-operator, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of derivative instruments, fair value of contingent consideration, acquisition date fair values of assets acquired and liabilities assumed, impairment of crude oil and natural gas properties, asset retirement obligations and deferred income taxes.

The most significant estimates relate to proved crude oil and natural gas reserves, which include limited control over future development plans as a non-operator, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of derivative instruments, acquisition date fair values of assets acquired and liabilities assumed, impairment of crude oil and natural gas properties, asset retirement obligations at initial recognition, and deferred income taxes.

Management’s estimates and assumptions were based on historical data and consideration of future market conditions.

1 unchanged sentence

Reclassifications

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

Certain prior period balances in the balance sheets, statements of cash flows, and statements of stockholders equity have been reclassified to conform to the current year presentation.

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

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Cash equivalents consist primarily of interest-bearing bank accounts.

The Company’s cash positions represent assets held in checking and money market accounts.

Company’s cash positions represent assets held in checking and money market accounts.

Cash and cash equivalents are generally available on a daily or weekly basis and are highly liquid in nature.

Accounts Receivable

Accounts receivable are carried on a gross basis, with no discounting.

The Company regularly reviews all aged accounts receivable for collectability and establishes an allowance as necessary for individual balances.

Accounts receivable not expected to be collected within the next twelve months are included within Other Noncurrent Assets, Net in the balance sheets.

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

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.

Accounts receivables are carried on a gross basis, with no discounting.

The Company’s accounts receivable consists, primarily, of accrued receivables from crude oil, natural gas and NGL sales, as well as receivables from settled derivative instruments.

Advances to Operators

The Company participates in the drilling of crude oil and natural gas wells with other working interest partners.

Due to the capital intensive nature of crude oil and natural gas drilling activities, the working interest partner responsible for conducting the drilling operations may request advance payments from other working interest partners for their share of the costs.

Due to the capital intensive nature of crude oil and natural gas drilling activities, the working interest partners responsible for conducting the drilling operations may request advance payments from other working interest partners for their share of the costs.

The Company expects such advances to be applied by working interest partners against joint interest billings for its share of drilling operations within 90 days from when the advance is paid.

Other Property and Equipment

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 .

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, ranging from three to seven years .

Expenditures for replacements, renewals, and betterment are capitalized.

Maintenance and repairs are charged to operations as incurred.

Maintenance and repairs are charged to expense as incurred.

Long-lived assets, other than crude oil and natural gas properties, are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable.

The accumulated depreciation related to Other Property and Equipment, Net was $ 5.3 million and $ 4.3 million as of December 31, 2025 and 2024, respectively.

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

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”).

The Company follows the full cost method of accounting for its 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”).

Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities.

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Costs associated with production and general corporate activities are expensed in the period incurred.

Capitalized costs are summarized as follows for the years ended December 31, 2024, 2023 and 2022, respectively:

Capitalized internal costs are summarized as follows for the years ended December 31, 2025, 2024 and 2023, respectively:

(In thousands) 2025 2024 2023

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As of December 31, 2025, 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.

Proceeds from property sales are generally 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.

A significant alteration would typically involve a sale of 25 % or more of the proved reserves related to a single full cost pool.

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

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.

The oil and natural gas properties, net balance was $ 4.7 billion and $ 5.1 billion as of December 31, 2025 and 2024, respectively.

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, (c) the lower of cost or market value of unproved properties included in the cost being amortized, and (d) 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.

As a result of its ceiling test, the Company recorded a non-cash impairment charge of $ 702.7 million in the year ended December 31, 2025.

The Company did not have any ceiling test impairment charges for the years ended December 31, 2024 and 2023.

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

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.

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 additional non-cash ceiling test impairment charges of its proved 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.

37 unchanged sentences

Debt issuance costs related to our Senior Notes and Convertible Notes are included as a deduction from the carrying amount of long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related debt.

Debt issuance costs related to the Revolving Credit Facility are included in other noncurrent assets and are amortized to interest expense on a straight-line basis over the term of the agreement.

Debt Premiums

Debt premiums related to the Company’s Senior Notes are included as an addition to the carrying amount of the long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related notes.

Debt issuance costs related to the Revolving Credit Facility are included in other noncurrent assets and are amortized to interest expense on a straight-line basis over the term of the credit agreement.

Debt Premiums and Discounts

Debt premiums and discounts related to the Company’s Senior Notes are included as an addition to the carrying amount of the long-term debt in the balance sheets and are amortized to interest expense using the effective interest method over the term of the related notes.

Revenue Recognition

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The Company receives payment from the sale of oil and natural gas production from one to three months after delivery.

At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets.

Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant.

At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in accounts receivable, net in the balance sheets.

Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received.

Historically, differences have been insignificant.

Accordingly, the variable consideration is not constrained.

The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption, which applies to variable consideration that is recognized as control of the product is transferred to the customer.

The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical expedient exemption, which applies to variable consideration that is recognized as control of the product is transferred to the customer.

Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.

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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.

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 four operating areas in the United States:

In June 2025, the Company entered into a settlement and mutual release agreement (the “Settlement Agreement”) with an operator in North Dakota (the “Operator”).

Pursuant to the Settlement Agreement, the Operator and the Company have settled and permanently released certain claims of the Company relating to certain post-production costs previously deducted from

Pursuant to the settlement, the Company received approximately $ 81.7 million, recorded within Oil and Gas Sales in the accompanying statements of operations.

The Company received a net cash settlement of $ 48.6 million after deducting approximately $ 33.1 million in legal settlement expenses.

The Company reports volumes and revenues on a two -stream basis.

Accordingly, the Company’s disaggregated revenue has two primary sources:

(i) oil sales and (ii) natural gas and NGL sales.

Substantially all of the Company’s 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.

The following tables presents the disaggregation of the Company’s oil revenues and natural gas and NGL revenues for the years ended December 31, 2025, 2024 and 2023.

Twelve Months Ended December 31,

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Natural Gas and NGL Sales (1)

453,795 254,222 251,683

Total $ 2,081,288 $ 2,152,079 $ 1,897,779

(1) Balances for the year ended December 31, 2025 include $ 81.7 million in legal settlement from an Operator in North Dakota.

Concentrations of Market, Credit Risk and Other Risks

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As a result, the Company is highly dependent on the success of these third-party operators.

If they are not successful in the exploration, development and production activities relating to the Company’s leasehold interests, or are unable or unwilling to perform, the Company’s financial condition and results of operation could be adversely affected.

These risks are heightened in a low commodity price environment, which may present significant challenges to these third-party operators.

The Company’s third-party operators will make decisions in connection with their operations that may not be in the Company’s best interests, and the Company may have little or no ability to exercise influence over the operational decisions of its third-party operators.

For the years ended December 31, 2024, 2023 and 2022, the Company’s top four operators made up 38 %, 38 % and 39 %, respectively, of total oil and natural gas sales.

For the years ended December 31, 2025, 2024 and 2023, the Company’s top six operators made up 53 %, 53 % and 55 %, respectively, of total oil and natural gas sales.

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.

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In determining the fair value of performance-based share awards subject to market conditions, the Company utilizes a Monte Carlo simulation prepared by an independent third-party.

For stock options, the Company uses the Black-Scholes option valuation model to calculate stock-based compensation at the date of grant.

Option pricing models require the input of highly subjective assumptions, including the expected price volatility.

Changes in these assumptions can materially affect the fair value estimate.

Treasury Stock

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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.

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

The Company sponsors a 401(k) defined contribution plan for the benefit of substantially all employees at the date of hire.

The Company sponsors a 401(k) defined contribution plan for the benefit of substantially all employees upon hire.

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.

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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.

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

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Cash Paid During the Period for Interest, Net of Amount Capitalized $ 170,862 $ 152,061 $ 128,943

Cash Paid During the Period for Income Taxes 332 3,826 3,672

Cash Paid (refund received) During the Period for Income Taxes, Net

Federal ( 1,484 ) — 1,950

State and Local

New Mexico — — 1,010

Pennsylvania ( 383 ) ( 26 ) *

Texas 550 357 777

Other 13 1 89

Subtotal U.S.

State and Local 312 332 1,876

Total Income Taxes Paid (Refunded), Net ( 1,172 ) 332 3,826

*The amount of income taxes paid during the year ended December 31, 2023 does not meet the 5% disaggregation threshold.

Non-cash Investing Activities:

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Capitalized Asset Retirement Obligations 5,456 8,028 5,413

Contingent Consideration — — 11,966

Compensation Capitalized on Oil and Natural Gas Properties 934 786 280

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

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Common Stock Dividends Declared, but not paid 43,914 42,156 40,496

Issuance of Common Stock for Preferred Stock Exchange — — 36,627

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

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

Repurchases of Common Stock - Excise Tax 944 — —

Repurchases of Common Stock - Excise Tax, Net 258 944 —

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.

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, as applicable.

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):

Improvements to Reportable Segment Disclosures, which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker (CODM) and other items, and also require the annual disclosures on an interim basis.

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

The Company adopted ASU 2023-09 as of December 31, 2025, on a

retrospective basis, with no significant impact on its financial statements.

However, the adoption of ASU 2023-09 resulted in more detailed and enhanced footnote disclosures (see Note 2 and Note 10 to the financial statements).

Recently Issued Accounting Pronouncements:

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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.

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.

The Company does not expect the adoption of this standard to have a material impact 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):

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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.

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.

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.

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

NOTE 3 CRUDE OIL AND NATURAL GAS PROPERTIES

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2025 Acquisitions

During 2025, the Company acquired oil and natural gas properties through a number of smaller independent transactions.

Total expenditures for these properties, inclusive of acquisition and related development costs, were approximately $ 173.5 million.

In April 2025, the Company completed its acquisition of certain oil and natural gas properties, interests and related assets in the Midland Permian basin from a private seller, effective June 1, 2024.

The total consideration paid to the seller at closing, net to the Company, was approximately $ 61.7 million in cash, a portion of which was funded by a $ 4.0 million acquisition deposit paid in February 2025.

In August 2025, the Company completed its acquisition of certain oil and natural gas properties, interests and related assets in the Uinta basin from a private seller, effective July 1, 2025.

The total consideration paid to the seller at closing, net to the Company, was approximately $ 98.3 million in cash, a portion of which was funded by a $ 9.8 million acquisition deposit paid in June 2025.

Utica Acquisition

Subsequent to December 31, 2025, in February 2026, the Company completed its acquisition of certain upstream and midstream assets in the state of Ohio from Antero Resources Corporation and certain affiliated entities (collectively, “Antero”), effective as of July 1, 2025 (together, the “Utica Acquisition”).

At closing, the Company acquired a 40 % undivided working interest in the assets sold by Antero, with Infinity Natural Resources, LLC, an unaffiliated third party, acquiring the other 60 % and becoming the operator of the acquired assets.

The total consideration paid to the seller at closing, net of customary purchase price adjustments, and net to the Company, was $ 464.6 million in cash, a portion of which was funded by a $ 58.8 million acquisition deposit paid in December 2025 and recorded in Other Noncurrent Assets, Net.

In addition, the Company incurred approximately $ 5.5 million in transaction costs as a result of the Utica Acquisition.

The Company has not yet completed its evaluation of its accounting methodology for the Utica Acquisition.

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.

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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):

the MPDC Acquisition, the Forge Acquisition and the Novo Acquisition (collectively, the “2023 Bolt-on Acquisitions”).

During 2023, in addition to the 2023 Bolt-on Acquisitions, the Company acquired oil and natural gas properties through a number of smaller independent transactions for a total of $ 277.9 million.

MPDC Acquisition

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.

At closing, the Company acquired a 39.958 % working interest in MPDC’s four-unit development project in the Permian Midland Basin, which includes an interest in gathering assets associated with the project.

The total consideration at closing was $ 319.9 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 $ 8.2 million subsequent to closing.

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:

(In thousands)

Fair value of net assets:

Proved oil and natural gas properties $ 320,395

Total assets acquired 320,395

Asset retirement obligations ( 451 )

Net assets acquired $ 319,944

Fair value of consideration paid for net assets:

Cash consideration $ 319,944

Total fair value of consideration transferred $ 319,944

Forge Acquisition

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.

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 acquired assets.

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 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:

(In thousands)

Fair value of net assets:

Proved oil and natural gas properties $ 164,925

Unproved oil and natural gas properties 3,892

Total assets acquired 168,817

Asset retirement obligations ( 889 )

Net assets acquired $ 167,928

Fair value of consideration paid for net assets:

Cash consideration $ 167,928

Total fair value of consideration transferred $ 167,928

Novo Acquisition

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.

The total consideration at closing, net to the Company, was $ 468.4 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 $ 1.2 million subsequent to closing.

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:

(In thousands)

Fair value of net assets:

Proved oil and natural gas properties $ 474,417

Total assets acquired 474,417

Asset retirement obligations ( 813 )

Accrued Liabilities ( 5,168 )

Net assets acquired $ 468,436

Fair value of consideration paid for net assets:

Cash consideration $ 468,436

Total fair value of consideration transferred $ 468,436

Pro Forma Information

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.

The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisitions as of January 1, 2023, or that would be attained in the future.

Year Ended December 31, Year Ended December 31,

(In thousands) 2024 2023

Total Revenues $ 2,228,937 $ 2,518,537

Net Income $ 520,816 $ 1,240,032

From time-to-time the Company may divest assets.

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Revolving Credit Facility (1)

$ 478,000 $ — $ — $ 478,000

Senior Notes due 2028 20,165 124 ( 139 ) 20,150

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Senior Notes due 2031 500,000 ( 4,828 ) ( 6,399 ) 488,773

Senior Notes due 2033 725,000 — ( 11,024 ) 713,976

Total $ 2,423,165 $ 4,915 $ ( 32,687 ) $ 2,395,393

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Revolving Credit Facility (1)

690,000 — — 690,000

Senior Notes due 2028 705,108 6,346 ( 7,097 ) 704,357

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_______________

(1) Debt issuance costs related to the Company’s Revolving Credit Facility of $ 9.0 million and $ 10.6 million as of December 31, 2024 and 2023, are recorded in “Other Noncurrent Assets, Net” in the balance sheets.

(1) Unamortized debt issuance costs related to the Company’s Revolving Credit Facility of 13.1 million and $ 9.0 million as of December 31, 2025 and 2024, are recorded in “Other Noncurrent Assets, Net” in the balance sheets.

Revolving Credit Facility

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.

In November 2025, the Company entered into a Fourth Amended and Restated Credit Agreement (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 June 2022.

The Revolving Credit Facility matures on November 5, 2030.

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 natural 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.

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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.

Subsequent to December 31, 2025, in February 2026, the Company completed a wildcard redetermination.

In connection therewith, the borrowing base was increased from $ 1.8 billion to $ 1.975 billion, and the aggregate elected commitment amount was increased from $ 1.6 billion to $ 1.8 billion.

The Company has the option to seek commitments for term loans, which such term loans (if obtained), together with any other then-outstanding principal amount of term loans, are capped at the least of (i) the borrowing base minus the aggregate elected commitment amount, (ii) the aggregate elected commitment amount and (iii) one-third of the sum of (x) the aggregate elected commitment amount plus (y) the then-outstanding principal amount of term loans plus (z) the term loans being established on a pro forma basis.

Such term loans are subject to certain other terms of the Revolving Credit Facility.

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The applicable margin for base rate loans ranges from 75 to 175 basis points, and the applicable margin for SOFR loans ranges from 175 to 275 basis points, in each case depending on the percentage of the borrowing base utilized.

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

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

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

(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 .

(i) the Net Leverage Ratio (as defined in the Revolving Credit Facility) shall be no more than 3.50 to 1.00, and (ii) the Current Ratio (as defined in the Revolving Credit Facility) shall not be less than 1.00 to 1.00.

The Company was in compliance with all applicable covenants as of December 31, 2025.

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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”).

In November 2021, the Company issued an additional $ 200.0 million aggregate principal amount of 8.125 % senior notes due 2028 (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.

In October 2025, upon successfully completing the issuance of its Senior Notes due 2033, the Company repurchased approximately 97.14 % of its outstanding Senior Notes due 2028, representing approximately $ 684.9 million in aggregate principal amount, for a total amount of $ 699.9 million, inclusive of tender premium and accrued interest due (the “Repurchase Event”).

The Repurchase Event resulted in a loss on debt extinguishment of approximately $ 10.8 million, primarily due to the tender premium of $10.3 million paid in conjunction with the cash tender offer to holders of the Senior Notes due 2028 upon the Repurchase Event.

As of December 31, 2025, the Company’s liability under the 2028 Notes Indenture was approximately $ 20.2 million.

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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.

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.

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

Subsequent to December 31, 2025, in February 2026, the Company gave notice to the holders of the Senior Notes due 2028 (the “Notice of Full Redemption”) that it elected to redeem all of the outstanding Senior Notes due 2028, in accordance with the terms of the 2028 Notes Indenture.

Pursuant to the Notice of Full Redemption, the Redemption Date is March 4, 2026, and the Redemption Price is 100 %.

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.

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

As of December 31, 2025, the Company was in compliance with all applicable covenants.

Convertible Notes due 2029

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”).

In October 2022, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (as supplemented, 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 “ Original Convertible Notes”).

In June 2025, the Company issued an additional $ 200.0 million in aggregate principal amount of 3.625 % convertible senior notes due 2029 (the “Additional Convertible Notes” and, together with the Original Convertible Notes, the “Convertible Notes”), at an issue price of 105.597 % of the principal amount thereof.

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

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However, upon conversion of any Convertible Notes, the conversion value, which will be determined over a period of 40 trading days, will be paid in cash up to at least the principal amount of the Convertible Notes being converted.

The initial conversion rate was 26.3104 shares of common stock per $1,000 principal amount of Convertible Notes, which represented an initial conversion price of approximately $ 38.01 per share of common stock.

The conversion rate and conversion price are subject to customary anti-dilution and other adjustments upon the occurrence of certain events.

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In addition, calling any Convertible Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption.

Notwithstanding the foregoing, the Company has agreed not to call any Additional Convertible Notes for redemption until the Additional Convertible Notes are “freely tradeable” (as defined in the Convertible Notes Indenture) pursuant to the provision to the first sentence of the definition thereof.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Convertible Notes Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

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 event of default and certain affirmative and negative covenants.

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

As of December 31, 2025, the Company was in compliance with all applicable covenants.

Capped Call Transactions

In October 2022, in connection with the Convertible Notes offering described above, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Convertible Notes and/or their respective affiliates and/or other financial institutions.

The Company paid $ 36.1 million in total consideration to enter into the Capped Call Transactions.

The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes, the number of shares of common stock initially underlying the Convertible Notes.

The Capped Call Transactions are expected generally to reduce potential dilution to the common stock upon any conversion of Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

The cap price of the Capped Call Transactions was initially approximately $ 52.17 per share of common stock, which represents a premium of 75 % over the last reported sale price of the common stock of $ 29.81 per share on October 11, 2022, and is subject to certain customary adjustments under the terms of the Capped Call Transactions.

As of December 31, 2024, the cap price of the Capped Call Transactions was approximately $ 51.12 per share of common stock.

In October 2022, in connection with the Original Convertible Notes offering described above, the Company entered into privately negotiated capped call transactions (the “Original Capped Call Transactions”) with certain of the initial purchasers of the Original Convertible Notes and/or their respective affiliates and/or other financial institutions.

The Company paid $ 36.1 million in total consideration to enter into the Original Capped Call Transactions.

The Original Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes, the number of shares of common stock initially underlying the Original Convertible Notes.

The Original Capped Call Transactions are expected generally to reduce potential dilution to the common stock upon any conversion of Original Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted Original Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

price of the Original Capped Call Transactions was initially approximately $ 52.17 per share of common stock, which represents a premium of 75 % over the last reported sale price of the common stock of $ 29.81 per share on October 11, 2022, and is subject to certain customary adjustments under the terms of the Original Capped Call Transactions.

In June 2025, in connection with the Additional Convertible Notes offering described above, the Company entered into new privately negotiated capped call transactions (the “Additional Capped Call Transactions”).

The Additional Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes, the number of shares of common stock initially underlying the Additional Convertible Notes.

The Additional Capped Call Transactions are expected generally to reduce potential dilution to the common stock upon any conversion of Additional Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of such converted Additional Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

The cap price of the Additional Capped Call Transactions was initially approximately $ 50.61 per share of common stock, which represents a premium of approximately 63 % over the last reported sale price of the common stock of $ 31.15 per share on June 12, 2025, and is subject to certain customary adjustments under the terms of the Additional Capped Call Transactions.

As of December 31, 2025, the cap price of the Capped Call Transactions was approximately $ 49.98 per share of common stock for both the Original Capped Call Transactions and the Additional Capped Call Transactions.

Senior Notes due 2031

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”).

In May 2023, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2031 Notes Indenture”), 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”).

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

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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.

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, but excluding, 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.

In addition, prior to June 15, 2026, the Company may redeem all or a part of the Senior Notes due 2031, on any one or more occasions, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to 100 % of the principal amount of the Senior Notes due 2031 redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, 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).

On or after June 15, 2026, the Company may redeem all or a part of the Senior Notes due 2031 at redemption prices (expressed as percentages of principal amount) equal to 104.375 % for the twelve-month period beginning on June 15, 2026, 102.188 % for the twelve-month period beginning on June 15, 2027, and 100 % beginning on June 15, 2028, plus accrued and unpaid interest to the redemption date.

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 customary provisions relating to the event of default and certain affirmative and negative covenants.

The 2031 Notes Indenture contains customary event of default and certain affirmative and negative covenants.

As of December 31, 2025, the Company was in compliance with all applicable covenants.

Senior Notes due 2033

In October 2025, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2033 Notes Indenture”), pursuant to which the Company issued $ 725.0 million in aggregate principal amount of the Company’s 7.875 % senior notes due 2033 (the “Senior Notes due 2033”).

The proceeds of the Senior Notes due 2033 were used primarily to fund the purchase of the Senior Notes due 2028 validly tendered and accepted for purchase pursuant to the Tender Offer, and for general corporate purposes.

The Senior Notes due 2033 will mature on October 15, 2033.

Interest is payable semi-annually in arrears on each April 15 and October 15, to holders of record on the April 1 and October 1 immediately preceding the related interest payment date, at a rate of 7.875 % per annum.

Prior to October 15, 2028, the Company may redeem up to 40 % of the aggregate principal amount of Senior Notes due 2033, upon not less than 10 or more than 60 days’ notice, at a redemption price of 107.875 % of the principal amount of the Senior Notes due 2033 redeemed, plus accrued and unpaid interest, if any, to, but excluding, 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 60 % of the aggregate principal amount of Senior Notes due 2033 issued under the 2033 Notes Indenture (including any Additional Notes (as defined in the 2033 Notes Indenture) but excluding the Senior Notes due 2033 held by the Company and its Subsidiaries (as defined in the 2033 Notes Indenture)) remains outstanding immediately after the occurrence of such redemption (unless all Senior Notes due 2033 are redeemed substantially concurrently) and (ii) the redemption occurs within 180 days of the date of the closing of each such equity offering.

In addition, prior to October 15, 2028, the Company may redeem all or a part of the Senior Notes due 2033, on any one or more occasions, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to 100 % of the principal amount of the Senior Notes due 2033 redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, 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).

On or after October 15, 2028 the Company may redeem all or a part of the Senior Notes due 2033 at redemption prices (expressed as percentages of principal amount) equal to 103.938 % for the twelve-month period beginning on October 15, 2028, 101.969 % for the twelve-month period beginning on October 15, 2029, and 100 % beginning on October 15, 2030, plus accrued and unpaid interest to, but excluding, the redemption date.

If a Change of Control Triggering Event (as defined in the 2033 Notes Indenture) occurs, each holder of Senior Notes due 2033 may require the Company to repurchase all or any part of that holder’s Senior Notes due 2033 for cash at a price equal to 101 % of the aggregate principal amount of the Senior Notes due 2033 repurchased, plus any accrued and unpaid interest on the Senior Notes due 2033 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 2033 Notes Indenture contains customary event of default and certain affirmative and negative covenants.

As of December 31, 2025, the Company was in compliance with all applicable covenants.

NOTE 5 COMMON AND PREFERRED STOCK

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The total value of these shares surrendered, based on the market prices on the dates the shares were surrendered, was approximately $ 2.1 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, 2025, 9,246 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.

During the year ended December 31, 2025, the Company issued 190,403 shares of its common stock to executive officers, employees, and directors as stock-based compensation (see Note 6).

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 was paid on April 30, 2025, to stockholders of record as of the close of business on March 28, 2025.

In May 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.

In April 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 was paid on July 31, 2025, to stockholders of record as of the close of business on June 27, 2025.

In August 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.

In July 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 was paid on October 31, 2025, to stockholders of record as of the close of business on September 29, 2025.

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The dividend was paid on January 30, 2026, to stockholders of record as of the close of business on December 30, 2025.

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.

Subsequent to December 31, 2025, in February 2026, 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, 2026, to stockholders on record as of the close of business on March 30, 2026.

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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.

In March 2025, the Company’ s board of directors approved a $ 100.0 million increase to the authorization under this stock repurchase program.

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

During the year ended December 31, 2025, the Company repurchased 1,948,996 shares of its common stock for $ 57.3 million (including commissions and $ 0.3 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.

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.

The Company’s accounting policy upon the repurchase of shares is to deduct its par value from common stock and to reflect any excess of cost over par value as a deduction from Additional Paid-in Capital.

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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.

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Service-based Awards

Number of Shares Weighted-average Grant Date Fair Value

Shares Weighted-average Grant Date Fair Value

Outstanding at December 31, 2024 457,376 $ 35.36

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At December 31, 2025, there was $ 8.9 million of total unrecognized compensation expense related to unvested RSAs.

That cost is expected to be recognized over a weighted average period of 1.3 years.

That cost is expected to be recognized over a weighted average period of 1.0 year.

For the years ended December 31, 2025, 2024 and 2023, the total fair value of the Company’s restricted stock awards vested was $ 6.3 million, $ 8.0 million and $ 6.2 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, the compensation expenses associated with these awards were $ 8.0 million, $ 7.5 million and $ 6.0 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 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, 2025:

Number of Units Weighted-average Grant Date Fair Value

Units Weighted-average Grant Date Fair Value

Outstanding at December 31, 2024 287,990 $ 38.87

Units granted 223,929 21.78

Units forfeited — —

Units vested — —

Outstanding at December 31, 2025 511,919 $ 31.40

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.

For the years ended December 31, 2025, 2024 and 2023, the compensation expenses associated with these awards were $ 6.1 million, $ 3.0 million, and $ 0.0 million, respectively.

As of December 31, 2025, the unrecognized compensation expenses for these awards were $ 6.9 million, which will be amortized over the remaining performance period.

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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.

For the years ended December 31, 2025 and 2024, the compensation expenses associated with these awards were $ 1.5 million and $ 1.5 million.

As of December 31, 2025, the unrecognized compensation expenses for these awards were $ 3.0 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 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:

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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.

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.

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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:

Number of Warrants Weighted-average Exercise Price

Outstanding at December 31, 2023 1,223,963 $ 26.33

Anti-Dilution Adjustments for Common Stock Dividends — —

Exercised — —

Cancelled ( 1,223,963 ) 26.33

Outstanding at December 31, 2024 — $ —

There were no outstanding warrants or activity related thereto for the year ended December 31, 2025.

NOTE 7 RELATED PARTY TRANSACTIONS

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.

Of the total amount, 21,894 shares were repurchased from affiliates of TRT Holdings, Inc., for $ 2.9 million in cash.

Two of the Company’s directors were employed by TRT Holdings, Inc., which together with its affiliates beneficially owned more than 10% of our outstanding common stock at the time of the transactions described in this paragraph.

There were no material related party transactions as of December 31, 2025.

The Company’s Audit Committee is responsible for approving all transactions involving related parties.

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Such matters, however, are subject to many uncertainties, and the outcome of any matter is not predictable with assurance.

The Company’s interests in certain crude oil and natural gas leases from the State of North Dakota are subject to an ongoing dispute over the ownership of minerals underlying the bed of the Missouri River within the boundaries of the Fort Berthold Reservation.

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.

Delivery Commitments

As of December 31, 2024, the Company had certain agreements associated with the Company’s Appalachian Basin properties which require the Company to deliver firm quantities of natural gas to certain third parties, which we seek to fulfill with products from existing reserves.

In the event we are not able to meet these firm commitments, we are subject to deficiency payments.

The estimable future commitments under these volume commitment agreements as of December 31, 2024 are as follows:

(in Bcf) Commitment Volumes

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 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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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, 2025 and 2024.

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The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that includes the enactment date.

The income tax provision (benefit) for the years ended December 31, 2024, 2023, and 2022 consists of the following:

The One Big Beautiful Bill, which was enacted in July 2025, primarily makes permanent the tax implications of the Tax Cuts and Jobs Act from 2017.

The income tax provisions include the reinstatement of the 100% additional first-year “bonus” depreciation deduction, updates to the calculation of disallowed interest, and updates to the determination of whether the Company is subject to the Corporate Alternative Minimum Tax.

The income tax provisions for the years ended December 31, 2025, 2024, and 2023 consist of the following:

(In thousands) 2025 2024 2023

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State 374 959 915

Total Current Tax Expense (Benefit) $ 374 $ 959 $ 915

Federal 16,435 145,224 209,168

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Valuation Allowance ( 364 ) ( 76 ) ( 154,345 )

Total Deferred Tax Expense (Benefit) $ 23,570 $ 159,550 $ 76,858

Total Tax Expense $ 23,944 $ 160,509 $ 77,773

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).

The following is a reconciliation of the reported amount of income tax expense for the years ended December 31, 2025, 2024, and 2023 to the amount of income tax expenses that would result from applying the statutory rate to pretax income.

(In thousands) 2025 2024 2023

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

Income Before Income Taxes $ 62,705 $ 680,817 $ 1,000,742

Tax Provision at the U.S.

Federal Statutory Rate 13,168 21.0 % 143,026 21.0 % 210,156 21.0 %

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

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

Valuation Allowance ( 76 ) ( 154,345 ) ( 185,080 )

State Income Taxes, Net of Federal Income Tax Benefit (1)

7,400 11.8 % 15,027 2.2 % ( 3,382 ) ( 0.3 ) %

Nontaxable and Nondeductible Items:

Nondeductible Compensation 1,218 1.9 % 1,638 0.2 % 1,175 0.1 %

Reclassification of Productions Taxes (2)

— — % ( 3,123 ) ( 0.5 ) % — — %

Federal True-Up Adjustments 3 — % 3,108 0.5 % ( 1,532 ) ( 0.2 ) %

Other Nontaxable or Nondeductible Items 2,155 3.4 % 834 0.1 % ( 455 ) — %

Change in Valuation Allowance (3)

— — % — — % ( 128,189 ) ( 12.8 ) %

Reported Tax Expense $ 23,944 38.2 % $ 160,509 23.6 % $ 77,773 7.8 %

__________________

(1) The jurisdictions that make up the majority of the state income taxes are North Dakota, New Mexico and Texas, inclusive of changes in valuation allowances ($26M release in 2023).

(2) Refer to Note 2 Out-of-Period Adjustments in the 2024 Form 10-K.

(3) The valuation allowance balances presented are only for federal taxes.

Valuation allowances for state taxes are netted with the state tax items.

Acquisitions, divestitures, and the prices received for crude oil, natural gas and NGL impact the apportionment of taxable income to the states where we own crude oil and natural gas properties.

As these factors change, our state income tax rate changes.

This change, when applied to our total temporary differences, impacts the total state income tax expense or benefit reported in the current year.

A valuation allowance is established to reduce deferred tax assets if it is determined that it is more likely than not that the related tax benefit will not be realized.

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Based on all the evidence available, at December 31, 2025 and December 31, 2024 the Company recorded valuation allowances of $ 1.4 million and $ 1.8 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.

At December 31, 2025, the Company had a NOL carryforward for federal income tax purposes of $ 532.8 million, of which $ 121.7 million are limited by IRC Section 382, and gross state NOL carryforwards of $ 690.5 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.

If unutilized, all of the federal net operating losses will expire from 2031 to 2037, except for $ 325.3 million of federal net operating losses that have an indefinite life.

Our $ 121.7 million IRC Section 382 limited federal NOLs expire in 2037, and the remaining $ 411.0 million of federal NOLs have an indefinite life.

If unutilized, all of the state net operating losses will expire from 2025 to 2045, except for $ 194.9 million of state net operating losses that have an indefinite life.

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(in thousands) 2025 2024

Net Operating Loss (NOLs) and Tax Credit Carryforwards $ 117,035 $ 146,039

NOLs and Tax Credit Carryforwards $ 136,682 $ 117,035

Share Based Compensation 358 477

Accrued Interest 1,022 1,005

Allowance for Doubtful Accounts 2,293 927

Crude Oil and Natural Gas Properties and Other Properties ( 412,647 ) ( 434,486 )

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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, 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.

For the years ended December 31, 2025, 2024 and 2023, 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, 2025 and 2024 relating to unrecognized benefits.

The tax years 2025, 2024, 2023 and 2022 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, 2024 and 2023.

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, 2025 and 2024.

Fair Value Measurements at

December 31, 2025 Using

(In thousands) Quoted Prices In Active Markets for Identical Assets

(Liabilities)

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(In thousands)

(Level 3) Effect of Counterparty Netting Total

Commodity Derivatives – Current Assets $ — $ 224,726 $ — $ ( 58,100 ) $ 166,626

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Interest Rate Derivatives – Current Assets — 52 — — 52

Interest Rate Derivatives – Noncurrent Assets — 103 —

Interest Rate Derivatives – Noncurrent Liabilities — ( 355 ) — — ( 355 )

Total $ — $ 121,612 $ — $ — $ 121,612

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December 31, 2024 Using

(In thousands) Quoted Prices In Active Markets for Identical Assets

(Liabilities)

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(In thousands) (Level 1) (Level 2)

(Level 3) Effect of Counterparty Netting Total

Commodity Derivatives – Current Assets $ — $ 124,977 $ — $ ( 78,612 ) $ 46,365

2 unchanged sentences

Commodity Derivatives – Noncurrent Liabilities — ( 144,751 ) — 51,145 ( 93,606 )

Interest Rate Derivatives – Current Assets — 160 — — 160

Interest Rate Derivatives – Noncurrent Assets — 103 — — 103

Total $ — $ ( 57,164 ) $ — $ — $ ( 57,164 )

4 unchanged sentences

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

The fair value of commodity derivative contracts is reflected in the balance sheet.

The fair value of commodity 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.

5 unchanged sentences

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.

The current interest rate derivative asset balances represent the fair values expected to be settled in the subsequent twelve months.

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, 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.

The fair value of the Company’s Senior Notes due 2028, Convertible

Notes due 2029, Senior Notes due 2031 and Senior Notes due 2033 was $ 20.3 million, $ 675.4 million, $ 505.0 million, and $724.1 million respectively, at December 31, 2025.

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

3 unchanged sentences

Non-Financial Assets and Liabilities

The Company estimates asset retirement obligations pursuant to the provisions of FASB ASC Topic 410, Asset Retirement and Environmental Obligations.

The Company estimates asset retirement obligations pursuant to the relevant accounting standards.

The initial measurement of AROs at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with oil and natural gas properties.

2 unchanged sentences

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.

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(In thousands) 2025 2024 2023

Cash Received (Paid) on Settled Derivatives $ 83,225 $ 57,919 $ ( 455,450 )

Cash Received on Settled Derivatives $ 201,321 $ 83,225 $ 57,919

Non-Cash Mark-to-Market Gain (Loss) on Derivatives 179,343 ( 21,258 ) 201,331

Gain (Loss) on Commodity Derivatives, Net $ 61,967 $ 259,250 $ ( 415,262 )

The following table summarizes open commodity derivative positions as of December 31, 2024, for commodity derivatives that were entered into through December 31, 2024, for the settlement period presented:

Gain on Commodity Derivatives, Net $ 380,664 $ 61,967 $ 259,250

The following table summarizes open commodity derivative positions as of December 31, 2025, for commodity derivatives that were entered into through December 31, 2025, for the settlement periods presented:

2026 2027 2028 2029

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Weighted Average Price ($/Bbl) $ 68.07 $ — $ — $ —

WTI NYMEX - Swaptions (1) :

NYMEX WTI - Short Swaptions (1) :

Volume (Bbl) 24,192,400 3,001,200 — —

Weighted Average Price ($/Bbl) $ 69.34 $ 70.77 $ — $ —

ARGUS WTI MIDLAND CMA DIFF - Swaps:

NYMEX WTI - Long Swaptions (1) :

Volume (Bbl) 803,000 — — —

Weighted Average Price ($/Bbl) $ 65.75 $ — $ — $ —

WTI NYMEX - Call Options (1) :

Argus WTI Midland CMA DIFF - Basis Swaps:

Volume (Bbl) 9,285,791 3,467,500 732,000 —

Weighted Average Price ($/Bbl) $ 0.96 $ 0.80 $ 0.79 $ —

Brent ICE - Call Options (1) :

NYMEX WTI - Short Call Options (1) :

Volume (Bbl) 2,701,365 4,420,515 2,602,300 —

Weighted Average Price ($/Bbl) $ 73.18 $ 79.17 $ 71.39 $ —

NYMEX WTI - Collars:

NYMEX WTI - Long Call Options (1) :

Volume (Bbl) 204,424 — — —

Weighted Average Price ($/Bbl) $ 67.50 $ — $ — $ —

ICE Brent - Call Options (1) :

Volume (Bbl) — — 316,590 —

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

NYMEX WTI CMA - Collars:

Collar Put Volume (Bbl) 6,803,092 — — —

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Weighted Average Price ($/MMBtu) $ 4.09 $ 4.06 $ 3.85 $ —

Henry Hub NYMEX - Swaptions (1) :

Waha Gas Daily - Swaps:

Volume (MMBtu) 1,825,000 1,825,000 155,000 —

Weighted Average Price ($/MMBtu) $ 3.20 $ 2.98 $ 2.96 $ —

WAHA Basis - Swap:

NYMEX Henry Hub - Short Swaptions (1) :

Volume (MMBtu) 32,515,000 31,110,000 17,360,000 —

Weighted Average Price ($/MMBtu) $ 4.34 $ 4.06 $ 4.01 $ —

WAHA Index - Swap:

NYMEX Henry Hub - Long Swaptions (1) :

Volume (MMBtu) — 7,320,000 — —

Weighted-Average Price ($/MMBtu) $ — $ 4.00 $ — $ —

TETCO M2 Basis - Swap:

Waha Basis - Swaps:

Volume (MMBtu) 18,250,000 7,300,000 — —

Weighted Average Price ($/MMBtu) $ ( 0.84 ) $ ( 0.87 ) $ — $ —

TCO Basis - Swap:

Waha Gas Daily Average vs Henry Hub Last Day

Volume (MMBtu) — 10,020,000 930,000 —

Weighted Average Price ($/MMBtu) $ — $ ( 1.01 ) $ ( 1.01 ) $ —

Henry Hub NYMEX - Call Options (1) :

Waha Index - Swaps:

Volume (MMBtu) 18,560,000 4,890,000 310,000 —

Weighted Average Price ($/MMBtu) $ — $ ( 0.01 ) $ ( 0.02 ) $ —

TETCO M2 Basis - Swaps:

Volume (MMBtu) 29,045,000 15,065,000 8,560,000 7,300,000

Weighted Average Price ($/MMBtu) $ ( 0.97 ) $ ( 0.93 ) $ ( 0.87 ) $ ( 0.75 )

TCO Basis - Swaps:

Volume (MMBtu) — — — —

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

REX Zone 3 Basis - Swap:

Volume (MMBtu) 14,615,000 12,775,000 7,320,000 3,650,000

Weighted Average Price ($/MMBtu) $ ( 0.27 ) $ ( 0.19 ) $ ( 0.18 ) $ ( 0.16 )

NYMEX Henry Hub - Short Call Options (1) :

Volume (MMBtu) 5,379,500 35,523,000 6,700,000 —

Weighted Average Price ($/MMBtu) $ 5.60 $ 5.97 $ 4.50 $ —

NYMEX Henry Hub - Long Call Options (1) :

Volume (MMBtu) — — — —

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

NYMEX Henry Hub - Collars:

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The following table summarizes our open interest rate derivative contracts as of December 31, 2025.

Fixed Rate Swap Agreements

Fixed Rate Swap Agreements (in thousands)

Contract Period Notional Amount Fixed Rate Floating Benchmark

October 1, 2024 - October 1, 2026 $ 25,000 3.423 % USD-SOFR CME

May 1, 2025 - May 1, 2027 $ 50,000 3.423 % USD-SOFR CME

September 19, 2025 - October 1, 2027 $ 50,000 3.300 % USD-SOFR CME

October 20, 2025 - November 1, 2027 $ 100,000 3.187 % USD-SOFR CME

December 10, 2025 - December 1, 2027 $ 50,000 3.393 % USD-SOFR CME

December 10, 2025 - December 1, 2028 $ 50,000 3.392 % USD-SOFR CME

Other Information Regarding Derivative Instruments

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Commodity Price Call Option Contracts Current Assets 413 2,289

Commodity Price Put Option Contracts Current Assets — 664

Commodity Price Index Swap Contracts Current Assets 6,230 —

Interest Rate Swap Contracts Current Assets 52 160

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Commodity Price Collar Contracts Noncurrent Assets 12,680 35,652

Commodity Price Call Option Contracts Noncurrent Assets — 3,635

Interest Rate Swap Contracts Noncurrent Assets — 103

4 unchanged sentences

Commodity Price Swaptions Contracts Current Liabilities ( 25,987 ) ( 44,174 )

Interest Rate Swap Contracts Current Liabilities — —

Commodity Price Collar Contracts Current Liabilities ( 17,229 ) ( 29,668 )

Commodity Price Call Option Contracts Current Liabilities ( 3,973 ) ( 15,867 )

Commodity Price Index Swap Contracts Current Liabilities ( 178 ) —

Commodity Price Swap Contracts Noncurrent Liabilities ( 4,097 ) ( 3,852 )

3 unchanged sentences

Commodity Price Call Option Contracts Noncurrent Liabilities ( 24,627 ) ( 57,693 )

Commodity Price Index Swap Contracts Noncurrent Liabilities ( 354 ) —

Interest Rate Swaptions Contracts Noncurrent Liabilities ( 355 ) —

Total Derivative Liabilities $ ( 134,152 ) $ ( 243,278 )

1 unchanged sentence

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 sheets.

The tables presented below provide a 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.

24 unchanged sentences

The ISDAs may provide that as a result of certain circumstances, such as cross-defaults, a counterparty may require all outstanding derivative instruments under an ISDA to be settled immediately.

See Note 11 for the aggregate fair value of all derivative instruments that were in a net liability position at December 31, 2024 and 2023.

See Note 11 for the aggregate fair value of all derivative instruments at December 31, 2025 and 2024.

NOTE 13 EARNINGS PER SHARE

1 unchanged sentence

(In thousands, except share and per share data) 2025 2024 2023

Net Income $ 520,308 $ 922,969 $ 773,237

Cumulative Dividends on Preferred Stock

Premium on Repurchase of Preferred Stock — — 35,731

Net Income Attributable to Common Stock $ 38,761 $ 520,308 $ 922,969

73 unchanged sentences

• Revisions to previous estimates .

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.

In 2025, revisions to previous estimates decreased proved developed and undeveloped reserves by a net amount of 11.5 MMBoe.

Included in these revisions were 1.5 MMBoe of downward adjustments caused by lower crude oil and natural gas prices, 8.8 MMBoe of downward adjustments attributable to increased operating costs, 14.4 MMBoe of upward adjustments due to additions in proven areas, 4.7 MMBoe of upward adjustments attributable to well performance when comparing the Company’s reserve estimates at December 31, 2025 to December 31, 2024 and 20.3 MMBoe of downward adjustments related to the removal of undeveloped drilling locations and other adjustments.

Notable changes in proved reserves for the year ended December 31, 2024 included the following:

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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.

Notable changes in proved reserves for the year ended December 31, 2023 included the following:

6 unchanged sentences

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.

Included in these revisions were 28.3 MMBoe of downward adjustments caused by lower crud e 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.

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