What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 109 added, 98 removed, 464 unchanged (31% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)

(In thousands, except share data)

September 30,

2025 December 31,

31 unchanged sentences

250,000 shares authorized;

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

36,773 issued and outstanding at September 30, 2025 and 37,203 issued and outstanding at December 31, 2024

Additional paid-in capital 983,813 1,000,455

7 unchanged sentences

(In thousands, except per share data)

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

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

2025 2024 2025 2024

27 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands)

1 unchanged sentence

Accumulated Deficit Total

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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

2 unchanged sentences

Stock-based compensation — — 650 — $ 650

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

Dividends paid to stockholders — — ( 4,077 ) — $ ( 4,077 )

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

4 unchanged sentences

Stock-based compensation — — 720 — 720

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

Dividends paid to stockholders — — ( 4,066 ) — ( 4,066 )

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

1 unchanged sentence

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

Six Months Ended June 30, 2024

Issuance of stock awards, net of cancellations 17 — — — —

Tax withholdings paid in exchange for shares withheld on employee vested stock awards — — ( 19 ) — ( 19 )

Stock-based compensation — — 688 — 688

Dividends paid to stockholders — — ( 3,859 ) — ( 3,859 )

Dividend reinvestments 51 — — — —

Repurchases of common stock ( 47 ) — ( 481 ) — ( 481 )

Net income — — — 15,953 15,953

Balance at September 30, 2025 36,773 37 983,813 ( 491,401 ) 492,449

Nine Months Ended September 30, 2024

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

2 unchanged sentences

Stock-based compensation — — 536 — 536

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

Dividends paid to stockholders — — ( 59,965 ) — ( 59,965 )

— — — 11,125 11,125

3 unchanged sentences

Stock-based compensation — — 536 — 536

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

Dividends paid to stockholders — — ( 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 paid to stockholders — — ( 4,112 ) — ( 4,112 )

Net income — — — 25,484 25,484

Balance at September 30, 2024 37,205 37 1,004,264 ( 557,544 ) 446,757

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

3 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

Depreciation, depletion, and amortization 30,959 21,718

Deferred income taxes — ( 15,439 )

(Gain) loss on derivative contracts ( 5,936 ) ( 1,866 )

1 unchanged sentence

Stock-based compensation 2,058 1,779

Other 219 118

Changes in operating assets and liabilities ( 11,390 ) ( 3,972 )

8 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid to shareholders ( 8,191 ) ( 64,003 )

Dividends paid to stockholders ( 12,014 ) ( 68,222 )

Reduction of financing lease liability ( 586 ) ( 563 )

2 unchanged sentences

Net cash used in financing activities ( 19,246 ) ( 69,141 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS and RESTRICTED CASH 4,688 ( 42,652 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS and RESTRICTED CASH 3,076 ( 159,863 )

CASH, CASH EQUIVALENTS and RESTRICTED CASH, beginning of year 99,511 253,944

3 unchanged sentences

Supplemental Disclosure of Noncash Investing and Financing Activities

Capital expenditures for property, plant and equipment in accounts payables and accrued expenses $ 6,852 $ 641

Capital expenditures for property, plant and equipment in accounts payable and accrued expenses $ 10,456 $ 661

Non-cash acquisition purchase price adjustments $ 241 $ 6,852

Right-of-use assets obtained in exchange for financing lease obligations $ 229 $ 230

24 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 June 30, 2025 and December 31, 2024, the Company had $ 102.8 million and $ 98.1 million in cash and cash equivalents, respectively.

As of September 30, 2025 and December 31, 2024, the Company had $ 101.2 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 June 30, 2025 and December 31, 2024, the Company had $ 1.4 million in restricted cash.

As of September 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.

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

The adjustment reduced our lease operating expenses for the nine months ended September 30, 2025.

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.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Recently Adopted Accounting Pronouncements .

4 unchanged sentences

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 $ 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,

The Company’s chief operating decision maker regularly reviews total assets, which were $ 619.0 million and $ 581.5 million as of September 30, 2025 and December 31, 2024, respectively.

The following table presents selected financial information with respect to the Company’s single operating segment (in thousands):

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

2025 2024 2025 2024

27 unchanged sentences

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

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

The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statement disclosures and does not expect an impact to our consolidated financial statements .

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

2 unchanged sentences

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statement disclosures and does not expect an impact to our 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 June 30, 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 June 30, 2025, and December 31, 2024.

The Company had assets classified in Level 2 and 3 of the hierarchy as of September 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 June 30, 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 September 30, 2025 (in thousands):

Fair Value Measurements

18 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 six months ended June 30, 2025 and 2024 (in thousands):

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

The following table summarizes derivative activity (in thousands):

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

2025 2024 2025 2024

9 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 June 30, 2025 (in thousands):

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, (iii) the financial collateral, if any, associated with the Company’s commodity contracts, and (iv) the Company’s net derivative asset and liability positions as of September 30, 2025 (in thousands):

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

3 unchanged sentences

Total $ 2,838 $ 683 $ 2,155 $ — $ 2,155

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):

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, (iii) the financial collateral, if any, associated with the Company’s commodity derivative contracts, and (iv) 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

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

As of June 30, 2025, the Company's open derivative contracts consisted of oil, natural gas, and NGL commodity derivative contracts as follows:

As of September 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

July 2025 - December 2025 NYMEX WTI 500 $ 71.60

October 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

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

Natural Gas (MMBtu)

Fixed Price Swaps

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

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

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

Producer Costless Collars

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

October 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

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

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

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

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

____________________

15 unchanged sentences

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

September 30,

2025 December 31,

21 unchanged sentences

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 June 30, 2025.

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

4 unchanged sentences

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”):

Pursuant to the Plan, claims against the Company were discharged without recovery in each of the following consolidated cases:

• In re SandRidge Energy, Inc.

6 unchanged sentences

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.

However, such losses, if incurred, could be material.

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

On September 11, 2025, the Federal District Court (Western District of Oklahoma) issued summary judgment in favor of the Trust with respect to all claims and dismissed, with prejudice, all claims against the Company.

Separately, the Company had received a demand by two of the settling individual defendants to fund a proposed settlement of $ 17.0 million with those defendants.

4 unchanged sentences

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.

The motions were denied and the Company appealed 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.

2 unchanged sentences

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 June 30, 2025 and December 31, 2024.

As of December 31, 2024 and September 30, 2025, we had partially released our valuation allowance on our deferred tax assets by $ 72.8 million.

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 or six months ended June 30, 2025 or 2024.

The Company has no federal or state income tax expense or benefit for the three and nine-month periods ended September 30, 2025 and $ 15.4 million in federal and state income tax benefit for the same periods in 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 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.

As of September 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.

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.

Of the remaining state NOL carryforwards, $ 652.0 million do not have an expiration date and $ 173.0 million will begin expiring in 2025 through 2037.

Of the remaining state NOL carryforwards, $ 652.0 million do not have an expiration date and $ 183.0 million expire during the years 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 June 30, 2025 or December 31, 2024.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

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 .

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 completed its initial assessment of the OBBBA corporate tax provisions which were enacted on July 4, 2025 and estimated its impact on the consolidated financial statements to be immaterial.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Capital Stock and Equity Awards .

Our authorized capital stock consists of 300.0 million shares, which include 250.0 million shares of common stock, $ 0.001 par value per share (“common stock”), and 50.0 million shares of preferred stock, par value $ 0.001 per share.

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.

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

Further, at September 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 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.

During the nine months ended September 30, 2025, the Company repurchased 0.6 million shares for $ 6.4 million at an average price of $ 10.72 per share.

The Company did not repurchase any common stock under the Program during the nine months ended September 30, 2024.

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

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 stockholders who as of the date immediately prior to the adoption of the Dividend Reinvestment Plan beneficially owned 4.9 % or more of the Company’s outstanding common stock and who would otherwise trigger the rights plan, but only as the result of shares of stock they receive under the Dividend Reinvestment Plan, and not otherwise.

Cash dividend payments totaled $ 12.0 million and $ 68.2 million for the nine months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025, the Company issued 51,401 shares of common stock in lieu of cash dividends under the Dividend Reinvestment Plan.

The Tax Benefits Preservation Plan .

On July 1, 2020, the Board declared a dividend distribution of one right (a “Right”) for each outstanding share of the Company’s common stock to shareholders of record at the close of business on July 13, 2020.

On July 1, 2020, the Board declared a dividend distribution of one right (a “Right”) for each outstanding share of the Company’s common stock to stockholders of record at the close of business on July 13, 2020.

On June 20, 2023, the Company entered into an amendment to the Tax Benefits Preservation Plan to extend the expiration time of the Tax Benefits Preservation Plan from July 1, 2023 to July 1, 2026.

4 unchanged sentences

At the Company's 2024 Annual Meeting held on June 12, 2024, the Company's stockholders approved the extension of the Tax Benefits Preservation Plan to July 1, 2026.

The Company adopted the Tax Benefits Preservation Plan, as amended on March 16, 2021, and June 20, 2023, in order to protect shareholder value against a possible limitation on the Company’s ability to use its tax net operating losses (the “NOLs”) and certain other tax benefits to reduce potential future U.S.

federal income tax obligations.

The NOLs are a valuable asset to the Company, which may inure to the benefit of the Company and its shareholders.

However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), its ability to fully utilize the NOLs and certain other tax benefits will be substantially limited and the timing of the usage of the NOLs and such other benefits could be substantially delayed, which could significantly impair the value of those assets.

Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “ five -percent shareholders” (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned by such shareholder or shareholders at any time over a three-year period.

The Tax Benefits Preservation Plan is intended to prevent against such an “ownership change” by deterring any person or group from acquiring beneficial ownership of 4.9 % or more of the Company’s securities.

SANDRIDGE ENERGY, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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,

The Company adopted the Tax Benefits Preservation Plan, as amended on March 16, 2021, and June 20, 2023, in order to protect stockholder value against a possible limitation on the Company’s ability to use its tax NOLs and certain other tax benefits to reduce potential future U.S.

federal income tax obligations.

The NOLs are a valuable asset to the Company, which may inure to the benefit of the Company and its stockholders.

Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “ five -percent stockholders” (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period.

The following table disaggregates the Company’s revenue by source:

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

2025 2024 2025 2024

13 unchanged sentences

Revenues Receivable.

The Company records an asset in accounts receivable, net on its condensed consolidated balance sheet for revenues receivable from contracts with purchasers at the end of each period.

The Company records an asset in accounts receivable, net on its condensed consolidated balance sheets for revenues receivable from contracts with purchasers at the end of each period.

Pricing for revenues receivable is estimated using current month crude oil, natural gas and NGL prices, net of deductions.

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

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.

As of September 30, 2025, and December 31, 2024 and 2023, the Company had revenues receivable of $ 15.5 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 nine months ended September 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 creditworthiness with the Company.

SANDRIDGE ENERGY, INC.

2 unchanged sentences

Earnings per Share

The following table summarizes the calculation of weighted average common shares outstanding used in the computation of diluted earnings per share:

The following table summarizes the calculation of weighted average shares of common stock outstanding used in the computation of diluted earnings per share:

Net Income (loss)

1 unchanged sentence

(In thousands, except per share amounts)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Basic earnings per share

7 unchanged sentences

$ 15,953 36,708 $ 0.43

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Basic earnings per share

7 unchanged sentences

$ 25,484 37,180 $ 0.69

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Basic earnings per share

7 unchanged sentences

$ 48,560 36,848 $ 1.32

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Basic earnings per share

15 unchanged sentences

Subsequent Events

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.

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

On November 4, 2025, the Board declared a dividend of $ 0.12 per share of the Company’s common stock, which stockholders can elect to receive in cash or additional shares of common stock by enrolling in our previously announced Dividend Reinvestment Plan, payable on November 28, 2025 to stockholders of record on November 14, 2025.

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