What changed in this filing

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Item 1A. Risk Factors

2026-03-05 compared with 2025-03-11 · 61 added, 29 removed, 429 unchanged (17% of the section changed)

9 unchanged sentences

• A financial downturn could negatively affect our business, results of operations, financial condition, cash flows and access to capital

• Our producing properties are depleting assets, and the development or acquisition of additional reserves would be necessary to maintain or increase our production levels as the natural decline of our producing assets would result in a decrease in production levels.

Failure to successfully identify, complete and integrate acquisitions of properties or business combinations, or the lack of development activity, could slow or even eliminate our growth or offset the natural decline of our producing properties and adversely affect our results of operations.

• Future drilling activities face substantial uncertainties

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• All of our operations are located in the Mid-Continent region, making us vulnerable to risks associated with operating in a limited number of major geographic areas

• The inability of our significant customers to meet their obligations to us may adversely affect our financial results

• Oil and natural gas wells are subject to operational hazards that can cause substantial losses for which we may not be adequately insured

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• Cybersecurity incidents or other failures in telecommunications or IT systems could result in information theft, data corruption and significant disruption of our business operations

◦ Repercussions from terrorist activities or armed conflict could harm our business

• Conservation measures and technological advances could reduce demand for oil and natural gas

◦ Events outside of our control, including an epidemic or outbreak of an infectious disease, may materially adversely affect our business

Risks Relating to our NOLs

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• Anti-takeover provisions in our charter documents may make it more difficult to acquire us, even though such acquisitions may be beneficial to our stockholders

• There is no guarantee of future dividends or stock repurchases.

The declaration of dividends and repurchases of our common stock are at the discretion of our Board of Directors, based on relevant considerations, with no assurance of future payments or repurchases at levels anticipated by stockholders.

For a more complete discussion of the material risk factors relevant to us, see below.

10 unchanged sentences

• the amount of exports from the U.S.;

and worldwide political and economic conditions, including armed conflict and related sanctions;

and worldwide political and economic conditions, including armed conflict and related sanctions including, but not limited to, the conflicts in the Middle East, Ukraine and Iran, and political instability in Venezuela;

• the level of global and U.S.

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As a result, such tariffs could materially and adversely affect our business, financial condition, results of operations, and cash flows.

Failure to successfully identify, complete and integrate acquisitions of properties or business combinations, or the lack of development activity, could slow or even eliminate our growth due to the natural decline of our producing properties and adversely affect our results of operations.

Our future success depends on the development or acquisition of additional oil, natural gas and NGL reserves that are economically recoverable, as our proved reserves will generally decline as reserves are depleted.

To increase reserves and production, we would need to undertake replacement activities to undertake development, exploration and other replacement activities, requiring substantial capital expenditures.

Such activities may not result in significant additional reserves and efforts to drill productive wells at low finding costs may be unsuccessful.

The successful acquisition of businesses and producing properties requires an assessment of several factors, including;

recoverable reserves, future oil and natural gas prices and their applicable differentials, operating costs and potential environmental and other liabilities.

The accuracy of these assessments is inherently uncertain and we may not be able to identify attractive acquisition opportunities.

In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices.

Our review may not reveal all existing or potential problems including title defects or environmental issues, which, if material, could render an interest worthless, nor may it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities.

Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken.

Significant acquisitions and other strategic transactions may involve other risks that may cause our business to be adversely impacted, including diversion of our management’s attention to evaluating and negotiating such transactions and our failure to realize the full benefit that we expect in estimated proved reserves, production volume or other benefits anticipated therefrom, or to realize these benefits within the expected time frame.

We may not be able to complete acquisitions or do so on commercially acceptable terms, as our ability to complete acquisitions may be dependent upon, among other things, our ability to obtain debt and equity financing and, in some cases, regulatory approvals.

To the extent we incur indebtedness in connection with any acquisition, our leverage and debt service obligations may increase, which could adversely affect our liquidity, financial flexibility and balance sheet.

Further, our future acquisitions may be in geographic regions in which we do not currently hold properties.

If we enter into new geographic markets, we may be subject to additional and unfamiliar legal and regulatory requirements and other unforeseen difficulties.

Compliance with regulatory requirements may impose substantial additional obligations on us and our management, cause us to expend additional time and resources in compliance activities and increase our exposure to penalties or fines for non-compliance with such additional legal requirements.

Further, the success of any completed acquisition will depend on our ability to effectively integrate the acquired business or properties into our existing operations, the process of which may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources.

In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions.

We may also need to hire additional personnel in connection with any such acquisition, which may not be readily available following an acquisition.

Any of the unfavorable circumstances mentioned above could have a material adverse effect on our financial condition and results of operations.

The inability to effectively manage the integration of acquisitions could reduce our focus on subsequent acquisitions and current operations, which, in turn, could negatively impact our growth and results of operations.

The declaration of dividends and any repurchases of our common stock are each within the discretion of the Board based upon a review of relevant considerations, and there is no guarantee that we will pay any dividends on or repurchase shares of our common stock in the future or at levels anticipated by our stockholders.

Dividends, whether fixed or variable, and stock repurchases are authorized and determined by the Board in its sole discretion and depend upon a number of factors, including our financial results, cash requirements and future prospects, potential restrictions in future debt agreements, as well as such other factors deemed relevant by the Board.

In May 2023, the Board approved a share repurchase program of $75.0 million of our outstanding common stock, of which $68.3 million was available as of December 31, 2025.

However, this share repurchase program may be suspended from time to time, modified, extended or discontinued by the Board at any time.

Similarly, any dividends, whether fixed or variable, we may declare in the future will be determined by the Board in its sole discretion.

Any elimination of, or downward revision in, our share repurchase program or dividend policy could have an adverse effect on the market price of our common stock.

Future drilling activities face substantial uncertainties.

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The failure to obtain additional financing could result in a curtailment of our operations relating to development of prospects, which in turn could lead to a possible loss of properties and a decline in our oil, natural gas and NGL reserves.

Future price declines may result in reductions of the asset carrying values of our oil and natural gas properties.

Future commodity price declines may result in reductions of the asset carrying values of our oil and natural gas properties.

We utilize the full cost method of accounting for costs related to our oil and natural gas properties.

6 unchanged sentences

The amount of such future write-downs and non-cash charges could be substantial.

In addition, reductions in commodity prices may cause certain wells to become uneconomic to operate, resulting in the curtailment of uneconomic wells, which could reduce our cashflows and potential reserves.

Our estimated reserves are based on many assumptions that may turn out to be different.

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We base the estimated discounted future net cash flows from our proved reserves on 12-month average index prices and costs, as is required by SEC rules and regulations.

Actual future net cash flows from our oil and natural gas properties will be affected by actual prices we receive for oil, natural gas and NGLs, as well as other factors such as:

Actual future net cash flows from our oil and natural gas properties will be affected by actual prices we receive for oil, natural gas and NGLs to include derivative instruments, as well as other factors such as:

• the actual cost of development and production expenditures;

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The timing of both our production and incurrence of expenses in connection with the development and production of oil and natural gas properties will affect the timing of actual future net cash flows from proved reserves, and thus their actual present value.

In addition, we use a 10% discount factor when calculating discounted future net cash flows, which may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with the Company or the oil and natural gas industry in general.

In addition, the 10% discount factor we use when calculating discounted future net cash flow requirements in compliance with ASC 932, “Extractive Activities — Oil and Gas,” may not be the most appropriate based on prevailing interest rate, market, risks or other factors.

We will not know conclusively prior to drilling whether oil or natural gas will be present in sufficient quantities to be economically producible.

33 unchanged sentences

All of our operations are located in the Mid-Continent region, making us vulnerable to risks associated with operating in a limited number of major geographic areas.

With the divestment of our North Park Basin assets in February 2021, all of our production and reserves are located in the Mid-Continent region.

All of our production and reserves are located in the Mid-Continent region.

This concentration could disproportionately expose us to operational and regulatory risk in this area.

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These factors could have a significantly greater impact on our financial condition, results of operations and cash flows than if our properties were more diversified.

The inability of our significant customers to meet their obligations to us may adversely affect our financial results.

We are subject to credit risk due to the concentration of our crude oil, NGL and natural gas receivables with several significant customers.

During the year ended December 31, 2025, our three largest customers accounted for approximately 68% of our revenue, with our largest two customers representing 32.6% and 21.5% of our revenue.

This concentration of customers may impact our overall credit risk since these entities may be similarly affected by changes in economic and other conditions.

Furthermore, we cannot predict the extent to which our customers' businesses would be impacted if oil and natural gas prices decline, such prices remain depressed for a sustained period of time or other conditions in our industry were to deteriorate.

If we were to lose one or more of our significant customers and were unable to sell our production to other customers on terms we consider acceptable, our business, financial condition, results of operations and cash flows could be adversely impacted.

"Note 1—Summary of Significant Accounting Policies” to the accompanying consolidated financial statements included in Item 8 of this Form 10-K for further discussion of significant customers and concentration of risk.

Oil and natural gas wells are subject to operational hazards that can cause substantial losses for which we may not be adequately insured.

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For example, the EPA published permitting guidance in February 2014 addressing the use of diesel fuel in fracturing operations;

issued CAA final regulations in 2012 and additional CAA regulations in June 2016 governing performance standards for the oil and natural gas industry;

and in June 2016 issued final effluent limitations guidelines under the CWA that waste-water from shale natural gas extraction operations must meet before discharging to a publicly-owned treatment plant.

issued the Quad Oa regulations for the oil and natural gas industry under CAA, as described above;

and in June 2016 issued final effluent limitations guidelines under the CWA that wastewater from shale natural gas extraction operations must meet before discharging to a publicly-owned treatment plant.

The EPA also issued an Advance Notice of Proposed Rulemaking under TSCA in 2014 regarding reporting of the chemical substances and mixtures used in hydraulic fracturing, but, to date, has taken no further action.

Separately, the BLM published a final rule in March 2015 that establishes more stringent standards for performing hydraulic fracturing on federal and Indian lands.

However, the U.S.

District Court of Wyoming struck down this rule in June 2016, and after various appeals and a presidential executive order directing it to review rules related to the energy industry, the BLM published a final rule rescinding the 2015 rule in December 2017.

From time to time, the U.S.

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Climate change laws and regulations restricting emissions of GHGs could result in increased operating costs and reduced demand for the oil and natural gas that we produce.

The EPA previously published its findings that emissions of GHGs present a danger to public health and the environment because such gases are, according to the EPA, contributing to warming of the Earth’s atmosphere and other climatic changes.

Based on these findings, the EPA has adopted various rules to address GHG emissions under existing provisions of the CAA.

The EPA previously published its Endangerment Findings that emissions of GHGs present a danger to public health and the environment because such gases are, according to the EPA, contributing to warming of the Earth’s atmosphere and other climatic changes, which the EPA has proposed rescinding.

Based on its Endangerment Findings, the EPA has adopted various rules to address GHG emissions under existing provisions of the CAA.

For example, the EPA has adopted rules requiring the reporting of GHG emissions from various oil and natural gas operations on an annual basis, which includes certain of our operations.

In addition, in June 2016, the EPA finalized rules to reduce methane emissions from new, modified or reconstructed sources in the oil and natural gas sector, including implementation of an LDAR program to minimize methane emissions, under the CAA’s New Source Performance Standards Quad Oa.

However, the EPA has taken several steps to delay implementation of the Quad Oa standards.

The agency proposed a rulemaking in June 2017 to stay the requirements for a period of two years and in October 2018, the EPA proposed revisions to Quad Oa, such as changes to the frequency for monitoring fugitive emissions at well sites and changes to requirements that a professional engineer certify when meeting certain Quad Oa requirements is technically infeasible.

In September 2020, the EPA finalized amendments to Quad Oa that rescind requirements for the transmission and storage segment of the oil and natural gas industry and rescind methane-specific limits that apply to the industry’s production and processing segments, among other things.

On June 30, 2021, Congress issued a joint resolution pursuant to the Congressional Review Act disapproving the September 2020 rule, and on November 15, 2021, EPA issued a proposed rule to revise the Quad Oa regulations.

On November 8, 2022, EPA issued a supplemental notice of proposed rulemaking that would impose standards for certain sources that were not addressed in the November 2021 proposal, revise the previously proposed emissions standards, and establish a “super emitter response program” allowing local regulatory agencies and EPA-certified third parties to issue notices to owners and operators of regulated facilities when they detect a so-called “super-emitting event.” Additionally, as discussed above in the description of our business, various regulatory bodies have announced or are considering new rules and regulations impacting our operations and our business, including the EPA’s final rule under the CAA to reduce methane emissions from the oil and natural gas industry, EPA and BLM methane emissions limitations, cap and trade programs launched by states and regions in which we operate, and, to the extent applicable, the Paris Agreement.

Additionally, as discussed above in the description of our business, various regulatory bodies have announced or are considering new rules and regulations impacting our operations and our business, including the EPA’s final rule under the CAA to reduce methane emissions from the oil and natural gas industry under Subparts OOOOb/c, EPA and BLM methane emissions limitations, cap and trade programs launched by states and regions in which we operate, and, to the extent applicable, the Paris Agreement.

See “Business—Environmental, Health, and Safety Regulations” in Item 1 of this report for information about climate change laws and regulations restricting emissions of GHGs that could impact our operations and business.

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increased insurance premiums;

and damage to the company’s competitiveness, stock price, and long-term shareholder value.

and damage to the company’s competitiveness, stock price, and long-term stockholder value.

Repercussions from terrorist activities or armed conflict could harm our business.

Terrorist activities, anti-terrorist efforts or other armed conflict involving the United States or its interests abroad may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations.

If events of this nature occur and persist, the attendant political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on prevailing oil and natural gas prices and causing a reduction in our revenues.

If events of this nature occur and persist, the attendant political instability and societal disruption, including, but not limited to, the conflicts in the Middle East, Ukraine and Iran, and political instability in Venezuela, could reduce overall demand for oil and natural gas, potentially putting downward pressure on prevailing oil and natural gas prices and causing a reduction in our revenues.

Oil and natural gas production facilities, transportation systems and storage facilities could be direct targets of terrorist attacks, and/or operations could be adversely impacted if infrastructure integral to our operations is destroyed by such attacks.

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In particular, Section 382 of the IRC imposes limitations on a company’s ability to use NOLs upon certain changes in such ownership.

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 IRC) 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.

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 IRC) 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.

Calculations pursuant to Section 382 of the IRC can be very complicated and no assurance can be given that upon further analysis, our ability to take advantage of our NOLs may be limited to a greater extent than we currently anticipate.

1 unchanged sentence

If we are limited in our ability to use our NOLs in future years in which we have taxable income, we will pay more taxes than if we were able to utilize our NOLs fully.

On July 1, 2020, our Board of Directors approved, and the Company adopted, as amended on March 16, 2021, a Tax Benefits Preservation Plan in order to protect shareholder 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.

On July 1, 2020, the Board approved, and the Company adopted, as amended on March 16, 2021, a Tax Benefits Preservation Plan 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 Tax Benefits Preservation Plan was approved at the 2021 annual meeting of stockholders on May 25, 2021.

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

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

The Tax Benefits Preservation Plan is designed to reduce the likelihood of an “ownership change” as defined under Section 382 of the IRC in order to protect our NOLs by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the Company’s securities.

However, there is no assurance that the Tax Benefits Preservation Plan will prevent all transfers that could result in such an “ownership change.”

On August 5, 2025 the Board approved a general waiver under the Tax Benefits Preservation Plan to allow certain stockholders to acquire stock under the dividend reinvestment plan.

There is no assurance that the Tax Benefits Preservation Plan will prevent an “ownership change.”

The value of our NOLs and certain other tax benefits is also dependent upon the tax rates expected to be in effect at the time the taxable income is expected to be generated.

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The Tax Benefits Preservation Plan was approved at the 2021 annual meeting of stockholders on May 25, 2021.

Each share of our common stock issued thereafter will also include one right.

Each right entitles its holder, under certain circumstances, to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock at an exercise price of $5.00 per right, subject to adjustment.

The Company's Board of Directors (the "Board") adopted the Tax Benefits Preservation Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our ability to use our NOLs.

The Board adopted the Tax Benefits Preservation Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our ability to use our NOLs.

We may utilize these NOLs in certain circumstances to offset future United States taxable income and reduce our United States federal income tax liability.

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• lack of a provision for cumulative voting in the election of directors;

• the ability of our Board to authorize the issuance of “blank check” preferred stock to increase the number of outstanding shares and thwart a takeover attempt;

• advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;

• the ability of the Board to authorize the issuance of “blank check” preferred stock to increase the number of outstanding shares and thwart a takeover attempt;

• advance notice requirements for nominations for election to the Board or for proposing matters that can be acted upon by stockholders at stockholder meetings;

• limitations on who may call a special meeting of stockholders.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors