SANDRIDGE ENERGY INC 10-K/A

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33784 SANDRIDGE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 20-8084793 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1 E. Sheridan Ave, Suite 500 Oklahoma City , Oklahoma 73104 (Address of principal executive offices) (Zip Code) ( 405 ) 429-5500 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.001 par value SD New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7276(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐ The aggregate market value of our common stock held by non-affiliates on June 30, 2021 was approximately $ 195.5 million based on the closing price as quoted on the New York Stock Exchange. As of March 3, 2022, there were 36,696,519 shares of our common stock outstanding. Auditor Firm ID: 34 Auditor Name: DELOITTE & TOUCHE LLP Auditor Location: Houston, TX EXPLANATORY NOTE Sandridge Energy, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Amendment”) for the fiscal year ended December 31, 2021, which was originally filed with the Securities and Exchange Commission (“SEC”) on March 10, 2022 (the “Original Filing”). In response to an SEC comment letter dated June 30, 2022, this Amendment makes certain revisions to the Original Filing to reflect the following revisions: • Revise the consent of Deloitte & Touche LLP, which was inadvertently misdated in the Original Filing; and • Provide additional clarifying statements on assumptions used in regards to our reserves report filed in the Original Filing as Exhibit 99.1. We have made no changes to any volumetric, dollar value or other quantitative metric in our reserves report filed in the Original Filing as Exhibit 99.1. In addition, as required by Rule 12b-15 under the Securities Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment under Part IV, “Item 15. Exhibits, Financial Statement Schedules” hereof. Except for the foregoing amended information or where otherwise noted, this Amendment does not reflect events that occurred after the Original Filing or modify or update those disclosures affected by subsequent events. This Amendment should be read in conjunction with the Original Filing. Item 15. Exhibits and Financial Statement Schedules The following documents are filed as a part of this report: 1. Consolidated Financial Statements The consolidated financial statements, notes thereto and independent auditors’ report thereon, filed as part hereof, were filed as Part II, Item 8 of the Original Form 10-K. 2. Financial Statement Schedules All financial statement schedules have been omitted because they are not applicable or the required information is presented in the consolidated financial statements or notes thereto. 3. Exhibits EXHIBIT INDEX Incorporated by Reference Exhibit No. Exhibit Description Form SEC File No. Exhibit Filing Date Filed Herewith 2.1 Amended Joint Chapter 11 Plan of Reorganization of SandRidge Energy, Inc., et al., dated September 19, 2016 8-A 001-33784 99.1 10/4/2016 3.1 Amended and Restated Certificate of Incorporation of SandRidge Energy, Inc. 8-A 001-33784 3.1 10/4/2016 3.2 Amended and Restated Bylaws of SandRidge Energy, Inc. 8-A 001-33784 3.2 10/4/2016 3.3 Certificate of Designations of Series B Participating Preferred Stock of SandRidge Energy, Inc. 8-K 001-33784 3.1 11/27/2017 3.4 Certificate of Designation of Series A Junior Participating Preferred Stock of SandRidge Energy, Inc., as filed with the Secretary of State of Delaware 8-A 001-33784 3.1 7/2/2020 4.1 Form of specimen Common Stock certificate of SandRidge Energy, Inc. 8-K 001-33784 4.1 10/7/2016 4.2 Warrant Agreement, dated as of October 4, 2016, between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC, as warrant agent 8-K 001-33784 10.6 10/7/2016 4.3 Registration Rights Agreement dated as of October 4, 2016, among SandRidge Energy, Inc. and the holders party thereto 8-A 001-33784 10.1 10/4/2016 4.4 Stockholder Rights Agreement, dated as of November 26, 2017, between SandRidge Energy, Inc. as the Company, and American Stock Transfer & Trust Company, LLC as Rights Agent 8-K 001-33784 4.1 11/27/2017 4.5 First Amendment to Stockholder Rights Agreement, dated as of January 22, 2018, by and between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent 8-K 001-33784 4.1 1/23/2018 4.6 Description of Registrant’s Securities 10-K 001-33784 4.6 2/27/2020 10.1† SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 8-K 001-33784 10.8 10/7/2016 10.1.1† Form of Restricted Stock Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 10-K 001-33784 10.1.4 3/3/2017 Incorporated by Reference Exhibit No. Exhibit Description Form SEC File No. Exhibit Filing Date Filed Herewith 10.1.1.1† Form of Amendment No. 1 to the Restricted Stock Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 10-Q 001-33784 10.1.4.1 11/3/2017 10.1.2† Form of Performance Share Unit Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 10-K 001-33784 10.1.5 3/3/2017 10.1.3† Form of Non-employee Director Restricted Stock Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 10-Q 001-33784 10.1.6 8/7/2017 10.1.3.1† Form of Amendment No. 1 to the Non-employee Director Restricted Stock Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 10-Q 001-33784 10.1.6.1 11/3/2017 10.1.4† Form of Restricted Stock Award Certificate and Agreement (Double Trigger) for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 10-K 001-33784 10.1.7 2/22/2018 10.1.5† Form of Non-employee Director Restricted Stock Award Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan, dated July 17, 2018 10-Q 001-33784 10.1.1 11/8/2018 10.2† Amended and Restated SandRidge Energy, Inc. 2016 Omnibus Incentive Plan, dated August 8, 2018 10-Q 001-33784 10.1 11/8/2018 10.2.1† Form of Executive Restricted Stock Award Agreement for Amended and Restated SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 10-Q 001-33784 10.1.2 11/8/2018 10.2.2† Form of Performance Share Unit Award Agreement for Amended and Restated SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 10-Q 001-33784 10.1.3 11/8/2018 10.2.3† Form of Option Award Agreement for Amended and Restated SandRidge Energy, Inc. 2016 Omnibus Incentive Plan 10-K 001-33784 10.2.3 3/4/2019 10.3† 2015 Form of Employment Agreement for Executive Vice Presidents and Senior Vice Presidents of SandRidge Energy, Inc. 10-Q 001-33784 10.3.4 11/5/2015 10.4† The SandRidge Energy, Inc. Special Severance Plan 10-Q 001-33784 10.3.7 5/09/2019 10.4.1† First Amendment to the SandRidge Energy, Inc. Special Severance Plan 10-Q 001-33784 10.3.8 5/09/2019 Incorporated by Reference Exhibit No. Exhibit Description Form SEC File No. Exhibit Filing Date Filed Herewith 10.4.2† Second Amendment to the SandRidge Energy, Inc. Special Severance Plan 10-K 001-33784 10.4.2 2/27/2020 10.5† Form of Indemnification Agreement for directors and officers 8-K 001-33784 10.9 10/7/2016 10.6 Amended and Restated Credit Agreement, dated as of June 21, 2019, among SandRidge Energy, Inc., Royal Bank of Canada, as Administrative Agent, and the other lenders party thereto filed as Exhibit A to the Refinancing Amendment No. 2 to the Existing Credit Agreement 8-K 001-33784 10.1 6/27/2019 10.7 Pledge and Security Agreement, dated as of October 4, 2016, by SandRidge Energy, Inc., the other grantors party thereto, and Royal Bank of Canada, as Administrative Agent 10-K 001-33784 10.6 3/3/2017 10.8 Intercreditor and Subordination Agreement, dated as of October 4, 2016, among SandRidge Energy, Inc., Royal Bank of Canada, as priority lien agent, and Wilmington Trust, National Association, as the subordinated collateral trustee 8-K 001-33784 10.4 10/7/2016 10.9 Collateral Trust Agreement, dated as of October 4, 2016, among SandRidge Energy, Inc., the guarantors from time to time party thereto, Wilmington Trust, National Association, as Trustee under the Indenture, the other Parity Lien Representatives from time to time party thereto and Wilmington Trust, National Association, as Collateral Trustee 8-K 001-33784 10.5 10/7/2016 10.10.1 Settlement Agreement, dated June 19, 2018, by and among SandRidge Energy, Inc., Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital L.P., Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., High River Limited Partnership, Hopper Investments LLC and Barberry Corp. and Bob Alexander, Sylvia K. Barnes, Jonathan Christodoro, William M. Griffin, Jr., John “Jack” Lipinski and Randolph Read 8-K 001-33784 10.1 6/19/2018 10.10.2 Confidentiality Agreement, dated June 22, 2018, by and among SandRidge Energy, Inc., Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp, Jesse Lynn and Louie Pastor 8-K 001-33784 10.2 6/19/2018 10.11 Letter Agreement, dated April, 2020, by and between the Company and Carl F. Giesler, Jr. 8-K 001-33784 10.1 4/7/2020 10.13 Real Estate Purchase and Sale Agreement, dated May 15, 2020, by and between Robinson Park, LLC and SandRidge Realty LLC 8-K 001-33784 10.1 5/19/2020 Incorporated by Reference Exhibit No. Exhibit Description Form SEC File No. Exhibit Filing Date Filed Herewith 10.14 Tax Benefits Preservation Plan, dated July 1, 2020, between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC as Rights Agent 8-K 001-33784 4.1 7/2/2020 10.15 Letter Agreement, dated April 24, 2020, by and between the Company and Salah Gamoudi 8-K 001-33784 10.1 7/2/2020 10.16 Purchase and Sale Agreement by and between SandRidge Energy, Inc. and Gondola Resources, LLC, dated December 11, 2020 8-K 001-33784 2.1 12/14/2020 10.17 Stock Options Award Agreement - Grayson Pranin 10-K 001-33784 10.17 3/10/2022 10.18 Restricted Stock Units Award Agreement - Grayson Pranin 10-K 001-33784 10.18 3/10/2022 21.1 Subsidiaries of SandRidge Energy, Inc. 10-K 001-33784 21.1 3/10/2022 22.1 Subsidiary Guarantors and Issuers of Guaranteed Securities 10-K 001-33784 22.1 3/4/2021 23.1 Consent of Deloitte & Touche LLP * 23.2 Consent of Cawley, Gillespie & Associates * 23.3 Consent of Ryder Scott Company, L.P. * 31.1 Section 302 Certification-Chief Executive Officer * 31.2 Section 302 Certification-Chief Financial Officer * 32.1 Section 906 Certifications of Chief Executive Officer and Chief Financial Officer * 99.1 Amended Report of Cawley, Gillespie & Associates * 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * 101.SCH XBRL Taxonomy Extension Schema Document * 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF XBRL Taxonomy Extension Definition Document * 101.LAB XBRL Taxonomy Extension Label Linkbase Document * 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as inline XBRL and included as Exhibit 101) * † Management contract or compensatory plan or arrangement SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SANDRIDGE ENERGY, INC. By /s/ Grayson Pranin Grayson Pranin President, Chief Executive Officer and Chief Operating Officer July 15, 2022