What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 114 added, 56 removed, 448 unchanged (28% of the section changed)

26 unchanged sentences

Accounts payable and accrued expenses $ 49,418 $ 50,625

Derivative contracts 1,661 —

Asset retirement obligations 9,014 9,131

9 unchanged sentences

250,000 shares authorized;

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

36,752 issued and outstanding at June 30, 2025 and 37,203 issued and outstanding at December 31, 2024

Additional paid-in capital 987,484 1,000,455

7 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Oil, natural gas and NGL $ 34,531 $ 25,977 $ 77,135 $ 56,260

30 unchanged sentences

Accumulated Deficit Total

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

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

6 unchanged sentences

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

Three Months Ended March 31, 2024

Issuance of stock awards, net of cancellations 72 — — — —

Tax withholdings paid in exchange for shares withheld on employee vested stock awards — — ( 78 ) — ( 78 )

Stock-based compensation — — 720 — 720

Dividends to shareholders — — ( 4,066 ) — ( 4,066 )

Repurchases of common stock ( 97 ) — ( 880 ) — ( 880 )

— — — 19,558 19,558

Balance at June 30, 2025 36,752 $ 37 $ 987,484 $ ( 507,354 ) $ 480,167

Six Months Ended June 30, 2024

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

5 unchanged sentences

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

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

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

3 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

11 unchanged sentences

Purchase of other property and equipment ( 562 ) ( 12 )

Sales tax refund on completion costs 2,800 —

Proceeds from sale of assets 455 571

17 unchanged sentences

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

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

Change in accrued excise tax on repurchases of common stock $ 47 $ —

Change in dividends payable $ 48 $ ( 65 )

19 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, the Company had $ 102.8 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.

As of June 30, 2025 and December 31, 2024, the Company had $ 1.4 million in restricted cash.

Accounts payable and accrued expenses.

The Company’s June 30, 2025 accounts payable and other accrued expenses balance reflects a one-time $ 2.1 million non-cash adjustment of an operating accrual dating back to the Company’s emergence from bankruptcy.

This adjustment reduced our lease operating expenses for the three and six months ended June 30, 2025.

Use of Estimates.

22 unchanged sentences

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)

The Company’s chief operating decision maker regularly reviews total assets which were $ 602.3 million and $ 581.5 million as of June 30, 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 and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Oil $ 16,956 $ 14,732 $ 35,836 $ 30,331

37 unchanged sentences

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 March 31, 2025 and December 31, 2024.

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 and 3 of the hierarchy as of March 31, 2025, and December 31, 2024.

The Company had assets classified in Level 2 and 3 of the hierarchy as of June 30, 2025, and December 31, 2024.

Level 2 Fair Value Measurements

5 unchanged sentences

Fair Value - Recurring Measurement Basis

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):

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 June 30, 2025 (in thousands):

Fair Value Measurements

Assets (Liabilities) at Fair Value

Assets (Liabilities)

Commodity derivative contracts $ — $ 4,211 $ — $ 1,758 $ 2,453

4 unchanged sentences

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):

The following table summarizes the Company’s assets 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

9 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 months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

The following table summarizes derivative activity for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(Gain) loss on derivative contracts $ ( 6,059 ) $ — $ ( 3,572 ) $ —

8 unchanged sentences

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 March 31, 2025 (in thousands):

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

Assets (Liabilities)

Derivative contracts - current $ 4,045 $ 1,081 $ 2,964 $ — $ 2,964

10 unchanged sentences

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:

As of June 30, 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

July 2025 - December 2025 NYMEX WTI 500 $ 71.60

January 2026 - June 2026 NYMEX WTI 300 $ 68.67

Producer Costless Collars

July 2025 - December 2025 NYMEX WTI 675 $ 61.57 Put / $ 78.02 Call

Natural Gas (MMBtu)

Fixed Price Swaps

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

July 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

July 2025 - December 2025 NYMEX Henry Hub 20,500 $ 3.79 Put / $ 7.08 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)

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

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

____________________

45 unchanged sentences

Commitments and Contingencies

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

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

1 unchanged sentence

Additionally, the Company currently expenses all legal costs as they are incurred.

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

Legal Proceedings.

15 unchanged sentences

The Company has not established any liabilities relating to the Lanier Trust matter and believes that the plaintiffs’ claims are without merit.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Separately, the Company had received a demand by two of the settling individual defendants to fund a proposed settlement of $ 17 million with those defendants.

The Company refused and filed an action in Oklahoma state court seeking a declaratory judgment that the defendants were not entitled to indemnification.

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 insurance carriers funded the $ 17 million settlement and then requested indemnification from the Company.

The Company refused and filed an action in Oklahoma state court seeking a declaratory judgment that the insurers were not entitled to indemnification;

the insurers counterclaimed.

Subsequently, the Company voluntarily dismissed its action.

In line with the Company's position regarding the insurers’ claims, the Company filed motions in the United States Bankruptcy Court for the Southern District of Texas seeking to reopen the bankruptcy case and to obtain a declaration that the insurers’ claims were discharged under the September 2016 plan.

The motions were denied and the Company is appealing the bankruptcy court’s decision to the Southern District of the United States District Court of Texas.

Independent of the Company’s appeal to reopen the Bankruptcy case, the insurers’ Oklahoma counterclaim is stayed, with no further development.

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

1 unchanged sentence

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

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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.

4 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 $ 72.8 million as of March 31, 2025 and December 31, 2024.

We have partially released our valuation allowance on our deferred tax assets by $ 72.8 million as of June 30, 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 did not recognize federal or state income tax expense or benefit for the three months ended March 31, 2025 or 2024.

The Company did not recognize federal or state income tax expense or benefit for the three or six months ended June 30, 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 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.

As of June 30, 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.

3 unchanged sentences

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 March 31, 2025 or December 31, 2024.

The Company did not have unrecognized tax benefits at June 30, 2025 or December 31, 2024.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

2 unchanged sentences

The number of years open for state tax audits varies, depending on the state, but are generally from three to five years .

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Capital Stock and Equity Awards .

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 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.

At June 30, 2025, the Company had 36.8 million shares of common stock issued and outstanding.

Further, at June 30, 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.

2 unchanged sentences

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.

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.

During the six months ended June 30, 2025, the Company repurchased 0.5 million shares for $ 6.0 million at an average price of $ 10.89 per share.

The Company did not repurchase any common stock under the Program during the three and six months ended June 30, 2024.

Dividend payments totaled $ 8.2 million and $ 64.0 million for the six months ended June 30, 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 months ended March 31, 2025 and 2024:

Three Months Ended March 31,

The following table disaggregates the Company’s revenue by source for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In thousands)

15 unchanged sentences

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

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.

As of June 30, 2025, and December 31, 2024 and 2023, the Company had revenues receivable of $ 14.7 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 and six months ended June 30, 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 March 31, 2025

Three Months Ended June 30, 2025

Basic earnings per share

7 unchanged sentences

$ 19,558 36,677 $ 0.53

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Basic earnings per share

7 unchanged sentences

$ 8,794 37,158 $ 0.24

Six Months Ended June 30, 2025

Basic earnings per share

$ 32,607 36,850 $ 0.88

Effect of dilutive securities

Restricted stock units — 22

Restricted stock awards — 12

Performance share units (1)

Stock options — —

Diluted earnings per share (2)

$ 32,607 36,884 $ 0.88

Six Months Ended June 30, 2024

Basic earnings per share

$ 19,919 37,063 $ 0.54

Effect of dilutive securities

Restricted stock units — 12

Restricted stock awards — 15

Performance share units (1)

Stock options — 17

Diluted earnings per share (2)

$ 19,919 37,108 $ 0.54

____________________

(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 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.

(2) Incremental shares are excluded if their effect is antidilutive under the treasury stock method.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Subsequent Events

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.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA").

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

The Company has not evaluated all deferred tax balances under the newly enacted tax law for the three and six months periods ended June 30, 2025 and an estimate of the financial impact cannot be made at this time;

however, it is not expected to have a material impact on the Company's consolidated financial statements.

On July 18, 2025, the Board increased the size of the Board from five members to six members and appointed Mr.

Brett Icahn to serve as a member of the Board, effective as of August 1, 2025.

Icahn will serve as a member of the Board until the 2026 annual meeting of stockholders.

On August 5, 2025, the Board approved a dividend reinvestment plan (the “Dividend Reinvestment Plan”), pursuant to which the shareholders of the Company may, at their election, reinvest any dividends declared by the Board.

On August 5, 2025, the Board declared an increased dividend (the “Dividend”) of $ 0.12 per share of the Company’s common stock, payable on September 29, 2025, to shareholders of record as of September 22, 2025.

Shareholders may elect to receive cash or shares of common stock through the Company's Dividend Reinvestment Plan.

In connection with the Dividend Reinvestment Plan, the Board approved a general waiver under the Company’s Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”), by and between the Company and Equiniti (formerly known as American Stock Transfer & Trust Company, LLC).

This waiver applies to any shareholders who beneficially own more than 4.9 % of the Company’s outstanding common stock and who would otherwise trigger the rights plan, but only as the result of shares they receive under the Dividend Reinvestment Plan, and not otherwise.

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