What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-07 · 141 added, 170 removed, 363 unchanged (46% of the section changed)

4 unchanged sentences

(In thousands)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 99,726 $ 98,128

Restricted cash - other 1,384 1,537

Restricted cash 1,383 1,383

Accounts receivable, net 24,879 23,878

16 unchanged sentences

Accounts payable and accrued expenses $ 50,019 $ 50,625

Derivative contracts 1,661 —

Asset retirement obligations 9,014 9,131

1 unchanged sentence

Total current liabilities 61,550 60,595

Derivative contracts 466 —

Asset retirement obligations 60,412 59,449

5 unchanged sentences

250,000 shares authorized;

37,205 issued and outstanding at September 30, 2024 and 37,091 issued and outstanding at December 31, 2023

36,777 issued and outstanding at March 31, 2025 and 37,203 issued and outstanding at December 31, 2024

Additional paid-in capital 991,788 1,000,455

7 unchanged sentences

(In thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Oil, natural gas and NGL $ 42,604 $ 30,283

6 unchanged sentences

Restructuring expenses 40 —

Employee termination benefits — — — 19

(Gain) loss on derivative contracts 2,487 —

22 unchanged sentences

Accumulated Deficit Total

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Balance at January 1, 2025 37,203 $ 37 $ 1,000,455 $ ( 539,961 ) $ 460,531

37,091 $ 37 $ 1,071,021 $ ( 602,947 ) $ 468,111

Issuance of stock awards, net of cancellations 26 — — — —

2 unchanged sentences

Dividends to shareholders — — ( 4,077 ) — ( 4,077 )

Repurchases of common stock ( 452 ) — ( 5,094 ) — ( 5,094 )

— — — 13,049 13,049

Balance at March 31, 2025 36,777 $ 37 $ 991,788 $ ( 526,912 ) $ 464,913

Issuance of stock awards, net of cancellations 64 — — — —

Tax withholdings paid in exchange for shares withheld on employee vested stock awards — — ( 124 ) — ( 124 )

Stock-based compensation — — 536 — 536

Dividends to shareholders — — ( 4,103 ) — ( 4,103 )

— — — 8,794 8,794

Balance at June 30, 2024 37,182 $ 37 $ 1,007,798 $ ( 583,028 ) $ 424,807

Issuance of stock awards, net of cancellations 23 — — — —

Tax withholdings paid in exchange for shares withheld on employee vested stock awards — — ( 129 ) — ( 129 )

Stock-based compensation — — 707 — 707

Dividends to shareholders — — ( 4,112 ) — ( 4,112 )

— — — 25,484 25,484

Balance at September 30, 2024

37,205 $ 37 $ 1,004,264 $ ( 557,544 ) $ 446,757

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Balance at January 1, 2024 37,091 $ 37 $ 1,071,021 $ ( 602,947 ) $ 468,111

36,868 $ 37 $ 1,151,689 $ ( 663,804 ) $ 487,922

Issuance of stock awards, net of cancellations 27 — — — —

1 unchanged sentence

Stock-based compensation — — 536 — 536

— — — 23,758 23,758

Balance at March 31, 2023 36,902 $ 37 $ 1,151,874 $ ( 640,046 ) $ 511,865

Issuance of stock awards, net of cancellations 64 — — — —

Stock-based compensation — — 576 — 576

Dividends to shareholders — — ( 59,965 ) ( 59,965 )

— — — 11,125 11,125

Balance at June 30, 2023 36,966 $ 37 $ 1,078,070 $ ( 623,409 ) $ 454,698

Issuance of stock awards, net of cancellations 125 — — — —

Tax withholdings paid in exchange for shares withheld on employee vested stock awards — — ( 718 ) — ( 718 )

Stock-based compensation — — 544 — 544

Dividends to shareholders ( 3,677 ) ( 3,677 )

— — — 18,670 18,670

Balance at September 30, 2023 37,091 $ 37 $ 1,074,219 $ ( 604,739 ) $ 469,517

Balance at March 31, 2024 37,118 $ 37 $ 1,011,489 $ ( 591,822 ) $ 419,704

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

3 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

Depreciation, depletion, and amortization 10,019 5,754

Deferred income taxes ( 15,439 ) —

(Gain) loss on derivative contracts 2,487 —

1 unchanged sentence

Stock-based compensation 650 536

Other 118 118

Changes in operating assets and liabilities ( 6,015 ) ( 1,774 )

9 unchanged sentences

Reduction of financing lease liability ( 199 ) ( 207 )

Proceeds from exercise of stock options — 94

Repurchases of common stock ( 5,047 ) —

Tax withholdings paid in exchange for shares withheld on employee vested stock awards ( 146 ) ( 103 )

11 unchanged sentences

Asset retirement obligation removed due to divestiture $ ( 288 ) $ —

Accrued excise tax on repurchases of common stock $ 47 $ —

Change in dividends payable $ 9 $ 247

16 unchanged sentences

The unaudited condensed consolidated financial statements were prepared in accordance with the accounting policies stated in the Company’s 2024 Form 10-K, as well as the items noted below.

Cash and Cash Equivalents.

The Company considers all highly-liquid instruments with an original maturity of three months or less to be cash equivalents as these instruments are readily convertible to known amounts of cash and bear insignificant risk of changes in value due to their short maturity period.

Additionally, the Company considers demand deposits or accounts that have the general characteristics of demand deposits where we may deposit additional funds at any time and also effectively withdraw funds at any time without prior notice or penalty to be cash equivalents.

As of March 31, 2025 and December 31, 2024, the Company had $ 99.7 million and $ 98.1 million in cash and cash equivalents, respectively.

Restricted Cash.

T he Company maintains funds related to collateralized letters of credit and secured credit cards.

As of March 31, 2025 and December 31, 2024, the Company had $ 1.4 million in restricted cash.

Use of Estimates.

13 unchanged sentences

Although management believes the estimates used in the areas noted above are reasonable, actual results could differ significantly from those estimates.

Recently Adopted Accounting Pronouncements .

The FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires entities to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, it requires entities to disclose the title and position of the Chief Operating Decision Maker.

The new standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company applied the amendments in this ASU retrospectively to all prior periods presented in the financial statements.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Company’s chief operating decision maker regularly reviews total assets which were $ 588.3 million and $ 581.5 million as of March 31, 2025 and December 31, 2024, respectively.

The following table presents selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(In thousands)

Oil $ 18,880 $ 15,599

Natural gas 12,673 6,007

NGL 11,051 8,677

Total revenues 42,604 30,283

Lease operating expenses 10,917 10,892

Production, ad valorem, and other taxes 3,099 1,896

Depreciation and depletion—oil and natural gas 8,416 4,076

Depreciation and amortization—other 1,603 1,678

General and administrative 3,853 3,332

Restructuring expenses 40 —

(Gain) loss on derivative contracts 2,487 —

Other operating (income) expense — ( 9 )

Total expenses 30,415 21,865

Income (loss) from operations 12,189 8,418

Other income (expense)

Interest income (expense), net 860 2,698

Other income (expense), net — 9

Total other income (expense) 860 2,707

Income (loss) before income taxes 13,049 11,125

Income tax (benefit) — —

Net income (loss) $ 13,049 $ 11,125

Recent Accounting Pronouncements Not Yet Adopted.

5 unchanged sentences

The guidance in this update is effective for fiscal years beginning after December 15, 2024.

We are currently evaluating the potential effect of the adoption of this ASU will have on our consolidated financial statements and related disclosures.

The FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Additionally, it requires entities to disclose the title and position of the Chief Operating Decision Maker.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements.

We expect this ASU to only impact our disclosures with no impact to our consolidated financial statements.

We are currently evaluating the potential effect the adoption of this ASU will have on our consolidated financial statements and related disclosures.

The FASB issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

The objective of ASU 2024-03 is to improve disclosures about a public entity's expenses, primarily through additional disaggregation of income statement expenses.

The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted and may be applied either on a prospective or retrospective basis.

The Company is currently evaluating the impact ASU 2024-03 will have on its financial statement disclosures.

SANDRIDGE ENERGY, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting, amended by ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848.

This guidance provides optional practical expedients and exceptions for applying United States Generally Accepted Accounting Principles ("US GAAP") provisions to contracts, hedging relationships, and other transactions that reference LIBOR, or other reference rates expected to be discontinued because of reference rate changes, if certain criteria are met.

The guidance in this update was effective upon its issuance.

If elected, the guidance is to be applied prospectively through December 31, 2024.

At this time, we do not expect this ASU to impact our disclosures or consolidated financial statements.

Fair Value Measurements

The Company measures and reports certain assets and liabilities on a fair value basis and has classified and disclosed its fair value measurements using the levels of the fair value hierarchy noted below.

The carrying values of cash, restricted cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses and other current liabilities included in the unaudited condensed consolidated balance sheets approximated fair value at September 30, 2024 and December 31, 2023.

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

5 unchanged sentences

The Company considers active markets as those in which transactions for the assets and liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

The Company had assets classified in Level 2 of the hierarchy as of September 30, 2024, as described below, and no assets or liabilities classified in Level 2 of the hierarchy as of December 31, 2023.

The Company had assets classified in Level 2 and 3 of the hierarchy as of March 31, 2025, and December 31, 2024.

Level 2 Fair Value Measurements

4 unchanged sentences

Credit default risk ratings are based on current published credit default swap rates.

Level 3 Fair Value Measurements

Acquisitions.

The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its oil and gas properties acquired.

The Company recognized the assets acquired in our acquisitions at cost at a relative fair value basis (See “Note 5 — Acquisitions” to the accompanying unaudited condensed consolidated financial statements included in this Quarterly Report for additional information).

Fair value was determined using a discounted cash flow model.

The underlying future commodity prices included in the Company’s estimated future cash flows of its oil and gas properties were determined using NYMEX forward strip prices as of the closing date of each acquisition.

The estimated future cash flows also included assumptions independently prepared by Cawley, Gillespie & Associates for the estimates of production from the oil and natural gas properties, future operating, development costs and income taxes of the acquired properties and risk adjusted discount rates.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Fair Value - Recurring Measurement Basis

As of September 30, 2024 the following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the fair value hierarchy (in thousands):

September 30, 2024

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the fair value hierarchy as of March 31, 2025 (in thousands):

Fair Value Measurements

Assets at Fair Value

Assets (Liabilities) at Fair Value

Assets (Liabilities)

Commodity derivative contracts $ — $ ( 3,974 ) $ — $ 1,847 $ ( 2,127 )

1 unchanged sentence

(1) Represents the effect of netting assets and liabilities for counterparties with which the right of offset exists.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the fair value hierarchy as of December 31, 2024 (in thousands):

Fair Value Measurements Netting(1) Assets (Liabilities) at Fair Value

Level 1 Level 2 Level 3

Commodity derivative contracts $ — $ 830 $ — $ 630 $ 200

Total $ — $ 830 $ — $ 630 $ 200

(1) Represents the effect of netting assets and liabilities for counterparties with which the right of offset exists.

Commodity Derivatives

4 unchanged sentences

Commodity derivative contracts were settled on a monthly basis, and the commodity derivative contract valuations were adjusted on a mark-to-market valuation basis quarterly.

The following table summarizes derivative activity for the three and nine-month periods ended September 30, 2024 and 2023 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

The following table summarizes derivative activity for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

(Gain) loss on derivative contracts $ 2,487 $ —

4 unchanged sentences

Because we did not designate any of our derivative contracts as hedges for accounting purposes, changes in the fair value of our derivative contracts were recognized as gains and losses in the earnings of the relevant period.

Changes in fair value were principally measured based on a comparison of future prices to the contract price at the end of the period.

Changes in fair value were principally measured based on a comparison of future prices to the contract price at the end of the period and through the Black-Scholes or other similar valuation method in the case of options.

SANDRIDGE ENERGY, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The following table summarizes (i) the Company's commodity derivative contracts on a gross basis, (ii) the effects of netting assets and liabilities for which the right of offset exists based on master netting arrangements and (iii) the Company’s net derivative asset and liability positions as of September 30, 2024 (in thousands):

September 30, 2024

Gross Amounts

Gross Amounts Offset

Amounts Net of Offset

Financial Collateral

Gross Amounts Gross Amounts Offset Amounts Net of Offset Financial Collateral Net Amount

Derivative contracts - current $ 3,148 $ ( 1,487 ) $ 1,661 $ — $ 1661

Derivative contracts - non-current 826 ( 360 ) 466 — 466

Total $ 3,974 $ ( 1,847 ) $ 2,127 $ — $ 2127

The following tables summarizes (i) the Company's commodity derivative contracts on a gross basis, (ii) the effects of netting assets and liabilities for which the right of offset exists based on master netting arrangements and (iii) the Company’s net derivative asset positions as of December 31, 2024 (in thousands):

Gross Amounts Gross Amounts Offset Amounts Net of Offset Financial Collateral Net Amount

Derivative contracts - current

$ 744 $ 630 $ 114 $ — $ 114

Derivative contracts - non-current 86 — 86 — 86

Total $ 830 $ 630 $ 200 $ — $ 200

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

As of March 31, 2025, the Company's open derivative contracts consisted of oil, natural gas, and NGL commodity derivative contracts as follows:

Period Index Daily Volume Weighted Average Price

Fixed Price Swaps

April 2025 - December 2025 NYMEX WTI 500 $ 71.60

January 2026 - June 2026 NYMEX WTI 300 $ 68.67

Natural Gas (MMBtu)

Fixed Price Swaps

April 2025 - December 2025 NYMEX Henry Hub 8,500 $ 4.17

January 2026 - December 2026 NYMEX Henry Hub 4,500 $ 4.09

Producer Costless Collars

April 2025 - December 2025 NYMEX Henry Hub 8,500 $ 3.50 Put / $ 5.50 Call

April 2025 - December 2025 NYMEX Henry Hub 12,000 $ 4.00 Put / $ 8.20 Call

January 2026 - December 2026 NYMEX Henry Hub 4,500 $ 3.35 Put / $ 5.35 Call

Fixed Price Swaps

April 2025 - December 2025 Mont Belvieu OPIS - C3+ (1)

April 2025 - December 2025 Mont Belvieu OPIS - Ethane (2)

____________________

As of September 30, 2024, the Company's open derivative contracts consisted of natural gas and NGL commodity derivative contracts under which we will receive a fixed price for the contract and pay a floating market price to the counterparty over a specified period for a contracted volume.

These commodity derivative contracts consisted of the following:

Period Type of Derivative Instrument Index (1)

Daily Volume (Bbl) Weighted Average Price Per Barrel

October 2024 - December 2024 Swaps Mont Belvieu OPIS 400 $ 42.76

October 2024 - December 2024 Swaps NYMEX WTI 900 $ 74.85

January 2025 - December 2025 Swaps Mont Belvieu OPIS 300 $ 39.69

January 2025 - December 2025 Swaps NYMEX WTI 500 $ 71.60

January 2026 - June 2026 Swaps NYMEX WTI 300 $ 68.67

(1) NGL swaps exclude ethane

(1) Excludes ethane

(2) Ethane only

SANDRIDGE ENERGY, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

As of December 31, 2024, the Company's open derivative contracts consisted of oil and NGL commodity derivative contracts as follows:

Period Index Daily Volume Weighted Average Price

Fixed Price Swaps

January 2025 - December 2025 NYMEX WTI 500 $ 71.60

January 2026 - June 2026 NYMEX WTI 300 $ 68.67

Fixed Price Swaps

January 2025 - December 2025 Mont Belvieu OPIS - C3+ (1)

____________________

(1) Excludes ethane

Property, Plant and Equipment

Property, plant and equipment consists of the following (in thousands):

September 30,

2025 December 31,

16 unchanged sentences

$ 382,419 $ 378,890

On August 30, 2024, the Company closed the previously announced acquisition of oil and natural gas properties in the Cherokee Play of the Western Anadarko Basin, pursuant to the Purchase and Sale Agreement signed on July 29, 2024, as amended on August 30, 2024 (the “Cherokee Play Acquisition”).

The Company funded the acquisition with cash on hand.

A portion of the purchase price has been held in escrow.

The Cherokee Play Acquisition has been accounted for as an asset acquisition in accordance with ASC 805.

The fair value of the consideration paid by the Company and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on the Company’s books as of the date of the closing.

Determining the fair value of the assets acquired and liabilities assumed requires judgment and certain assumptions to be made, the most significant of these being related to the valuation of oil and natural gas properties.

The inputs and assumptions related to the oil and natural gas properties are categorized as Level 3 in the fair value hierarchy.

SANDRIDGE ENERGY, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The following table represents the allocation of the total cost of the Cherokee Play Acquisition to the assets acquired and liabilities assumed as of the Cherokee Play Acquisition closing date:

(in thousands)

Cash at closing $ 101,686

Holdback and escrow (1)

Total Consideration $ 123,845

Allocation of Total Consideration

Oil and natural gas properties $ 129,681

Total Assets $ 129,681

Accounts Payable and Accrued Expenses

Total liabilities assumed 5,836

Net Assets Acquired and Liabilities Assumed $ 123,845

__________________

(1) Represents escrowed amounts for conveyed interest upon completion of well included in amended Purchase and Sale Agreement (the “PSA”), funds held in escrow pending title due diligence and funds held in escrow to satisfy Seller’s indemnification obligations under Article XII of the PSA.

As part of the Cherokee Play Acquisition, the Company entered a joint development agreement with the seller which provides an option for the Company’s participation in the drilling and completion operations of drilling spacing units.

The joint development agreement terminates upon the earlier of a mutual agreement between each party or the conclusion of drilling and completion operations of the drilling spacing units.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following (in thousands):

September 30,

2025 December 31,

5 unchanged sentences

Commitments and Contingencies

Included below is a discussion of the Company's various future commitments and contingencies as of September 30, 2024.

Included below is a discussion of the Company's various future commitments and contingencies as of March 31, 2025.

The Company has provided accruals where necessary for contingent liabilities, based on ASC 450, Contingencies, when it has determined that a liability is probable and reasonably estimable.

2 unchanged sentences

The commitments and contingencies under these arrangements are not recorded in the accompanying consolidated balance sheets.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Legal Proceedings.

As previously disclosed, on May 16, 2016, the Company and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

The Bankruptcy Court confirmed the joint plan of organization (the “Plan”) of the Debtors on September 9, 2016, and the Debtors subsequently emerged from bankruptcy on October 4, 2016.

The Bankruptcy Court confirmed the joint plan of reorganization (the “Plan”) of the Debtors on September 9, 2016, and the Debtors subsequently emerged from bankruptcy on October 4, 2016.

Pursuant to the Plan, claims against the Company were discharged without recovery in each of the following consolidated cases (the “Cases”):

6 unchanged sentences

5:15-cv-00634-SLP, USDC, Western District of Oklahoma (“Lanier Trust”)

Both cases were settled with all defendants except the SandRidge Mississippian Trust I (“the Trust”), which is being sued by a class of purchasers of units under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, based on allegations that the Trust, made misrepresentations or omissions concerning various topics including the performance of wells operated by the Company.

The Company is contractually obligated to indemnify the Trust for losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and attorneys’ fees and expenses, which it is required to advance.

Such indemnification is not covered by insurance.

Both cases were settled with all defendants except the SandRidge Mississippian Trust I (“the Trust”) in Lanier Trust , which is being sued by a class of purchasers of units under the remaining claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, based on allegations that the Trust, made misrepresentations or omissions concerning various topics including the performance of wells operated by the Company.

The Company may be contractually obligated to indemnify the Trust for losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and attorneys’ fees and expenses, which it is required to advance.

Such indemnification may not be covered by insurance.

Considering the status of the Lanier Trust matter, and the facts, circumstances and legal theories relating thereto, the Company is not able to determine the likelihood of an outcome or provide an estimate of any reasonably possible loss or range of possible loss related thereto.

4 unchanged sentences

The insurance carriers funded the settlement of $ 17 million and filed a counterclaim, which seeks reimbursement of the $ 17 million settlement, with each carrier to receive their funded portion of the $ 17 million.

The Company disputes any liability, as it believes it has meritorious defenses.

The Company disputes any liability, as it believes it has meritorious defenses, and intends to continue to vigorously defend against this claim.

Considering the status of this matter, and the facts, circumstances and legal theories thereto, the Company is not able to determine the likelihood of an outcome.

The Company has not established any liabilities relating to this matter.

In addition to the matters described above, the Company is involved in various lawsuits, claims and proceedings, which are being handled and defended by the Company in the ordinary course of business.

SANDRIDGE ENERGY, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

3 unchanged sentences

In prior years, we determined that the deferred tax assets did not meet the more likely than not threshold of being utilized and thus recorded a valuation allowance.

We have partially released our valuation allowance on our deferred tax assets by $ 66.0 million and $ 50.6 million as of September 30, 2024 and December 31, 2023, respectively.

We have partially released our valuation allowance on our deferred tax assets by $ 72.8 million as of March 31, 2025 and December 31, 2024.

We anticipate being able to utilize these deferred tax assets based on the generation of future income.

A change in the estimate of future income could cause the valuation allowance to be adjusted in subsequent periods.

The Company recognized $ 15.4 million in federal and state income tax benefit for the three and nine-month periods ended September 30, 2024 and no federal or state income tax expense or benefit for the three and nine-month periods ended September 30, 2023.

The Company did not recognize federal or state income tax expense or benefit for the three months ended March 31, 2025 or 2024.

Internal Revenue Code (“IRC”) Section 382 addresses company ownership changes and specifically limits the utilization of certain deductions and other tax attributes on an annual basis following an ownership change.

5 unchanged sentences

The Company adopted the Tax Benefits Preservation Plan, as amended on March 16, 2021 and June 20, 2023, in order to protect the Company’s ability to use its tax NOLs and certain other tax benefits.

As of September 30, 2024, the Company had approximately $ 1.6 billion of federal NOL carryforwards, net of NOLs expected to expire unused due to the 2016 IRC Section 382 limitation.

As of March 31, 2025, the Company had approximately $ 1.6 billion of federal NOL carryforwards, net of NOLs expected to expire unused due to the 2016 IRC Section 382 limitation.

Of the $ 1.6 billion of federal NOL carryforwards, $ 0.7 billion expire during the years 2025 through 2037, while the remaining $ 0.9 billion do not have an expiration date.

1 unchanged sentence

Of the $ 1.0 billion in state NOL carryforwards, $ 199.0 million are derived from states the Company currently does not operate in.

$ 650.7 million do not have an expiration date and $ 237.4 million will begin expiring in 2026 through 2037.

Of the remaining state NOL carryforwards, $ 652.0 million do not have an expiration date and $ 169.0 million will begin expiring in 2025 through 2037.

Additionally, the Company had federal tax credits in excess of $ 33.5 million which begin expiring in 2029.

The Company did not have unrecognized tax benefits at September 30, 2024 or December 31, 2023.

The Company did not have unrecognized tax benefits at March 31, 2025 or December 31, 2024.

The Company’s only taxing jurisdiction is the United States (federal and state).

7 unchanged sentences

Our authorized capital stock consists of 300 million shares, which include 250 million shares of common stock, $ 0.001 par value per share (“common stock”) and 50 million shares of preferred stock, par value $ 0.001 per share.

At September 30, 2024, the Company had 37.2 million shares of common stock issued and outstanding.

Further, at September 30, 2024, the Company had 0.1 million of unvested restricted stock awards, 0.2 million shares of unvested restricted stock units, 0.1 million unvested stock options outstanding and an immaterial number of unvested performance share units.

At March 31, 2025, the Company had 36.8 million shares of common stock issued and outstanding.

Further, at March 31, 2025, the Company had 0.1 million of unvested restricted stock awards, 0.2 million shares of unvested restricted stock units, 0.1 million unvested stock options outstanding and an immaterial number of unvested performance share units.

Share Repurchase Program.

In May 2023, the Company's Board of Directors (the “Board”) approved a share repurchase program (the “Program”) authorizing the Company to repurchase up to an aggregate of $ 75.0 million of the Company’s outstanding common stock with the Company’s cash on hand.

The Program replaced the prior share repurchase program previously approved by the Board in August 2021 of $ 25.0 million.

Purchases under the Program are intended to meet the requirements of Rule 10b5-1 of the Exchange Act.

The Program does not require any specific number of shares to be acquired, and can be modified or discontinued by the Board at any time.

The Company did not repurchase any common stock under the Program or the prior share repurchase program during the three or nine-month periods ended September 30, 2024 or 2023.

In January 2024, the Board approved a one-time cash dividend of $ 1.50 per share of the Company's common stock, which was paid on February 20, 2024 to shareholders of record as of the close of business on February 5, 2024.

The aggregate total payout was approximately $ 55.6 million.

Additionally, in March 2024, the Board increased the on-going quarterly dividend to $ 0.11 per share which was paid in March, May, and August 2024.

The aggregate total payout was $ 12.2 million.

The $ 0.11 per share dividend is subject to quarterly approval by the Board.

Dividend payments for the nine-month period ended September 30, 2024 totaled $ 68.2 million, which included $ 0.4 million of dividends on vested stock awards.

Cash dividends for the nine-months ended September 30, 2023 totaled $ 77.8 million.

During the three months ended March 31, 2025, the Company repurchased 0.5 million shares for $ 5.1 million at an average price of $ 11.26 per share.

The Company did not repurchase any common stock under the Program during the three months ended March 31, 2024.

Dividend payments totaled $ 4.1 million and $ 59.7 million for the three months ended March 31, 2025 and 2024, respectively.

The Tax Benefits Preservation Plan .

15 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The following table disaggregates the Company’s revenue by source for the three and nine-month periods ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

The following table disaggregates the Company’s revenue by source for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(In thousands)

4 unchanged sentences

Oil, Natural Gas and NGL revenues.

A majority of the Company’s revenues come from sales of oil, natural gas and NGLs.

All of the Company’s revenues come from sales of oil, natural gas and NGLs.

In accordance with the contracts governing these sales, revenues are recorded at a point in time when control of the oil, natural gas and NGL production passes to the purchaser at the inlet of the processing plant or pipeline, or the delivery point for onloading to a delivery truck.

8 unchanged sentences

Revenues receivable on operated properties are typically collected the month after the Company delivers the related production to its purchaser.

As of September 30, 2024 and December 31, 2023, the Company had revenues receivable of $ 15.2 million and $ 14.5 million, respectively.

The Company did no t record any credit losses on revenues receivable nor write-offs during the three and nine-month periods ended September 30, 2024 or 2023, as the Company’s purchasers of oil, natural gas and NGL have had no issues of payment collectability or lack of credit worthiness with the Company.

As of March 31, 2025, December 31, 2024, and December 31, 2023, the Company had revenues receivable of $ 18.7 million, $ 15.3 million, and $ 14.5 million, respectively.

The Company did no t record any credit losses on revenues receivable nor write-offs during the three months ended March 31, 2025 or 2024, as the Company’s purchasers of oil, natural gas and NGL have had no issues of payment collectability or lack of credit worthiness with the Company.

SANDRIDGE ENERGY, INC.

6 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Basic earnings per share

7 unchanged sentences

$ 13,049 37,080 $ 0.35

Three Months Ended September 30, 2023

Basic earnings per share $ 18,670 36,969 $ 0.51

Effect of dilutive securities

Restricted stock units — 118

Restricted stock awards — 15

Performance share units (1)

Stock options — 59

Diluted earnings per share (2)

$ 18,670 $ 37,161 $ 0.50

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2024

Basic earnings per share

7 unchanged sentences

$ 11,125 37,134 $ 0.30

Nine Months Ended September 30, 2023

Basic earnings per share $ 59,065 36,906 $ 1.60

Effect of dilutive securities

Restricted stock units — 161

Restricted stock awards — 8

Performance share units (1)

Stock options — 48

Diluted earnings per share (2)

____________________

(1) The performance share unit awards are contingently issuable and are considered in the calculation of diluted earnings per share.

The Company assesses the number of awards that would be issuable, if any, under the terms of the agreement if the end of the reporting period were the end of the contingency period.

(2) The incremental shares of potentially dilutive restricted stock units, restricted stock awards, and stock options were included for the three and nine-month periods ended September 30, 2024 as their effect was dilutive under the treasury stock method.

The incremental shares of potentially dilutive restricted stock units and stock options were included for the three and nine-month periods ended September 30, 2023 as their effect was dilutive under the treasury stock method.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(2) The incremental shares of restricted stock units were excluded for the three months ended March 31, 2025 as their effect was antidilutive under the treasury stock method.

The incremental shares of potentially dilutive restricted stock units, restricted stock awards, and stock options were included for the three months ended March 31, 2024 as their effect was dilutive under the treasury stock method.

Subsequent Events

On November 5, 2024, the Board declared a cash dividend of $ 0.11 per share of the Company’s common stock, payable on November 29, 2024 to shareholders of record on November 15, 2024.

On May 5, 2025, the Board declared a cash dividend of $ 0.11 per share of the Company’s common stock, payable on June 2, 2025 to shareholders of record on May 19, 2025.

Tabl e of Contents

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-Q

Item 1. Financial Statements