02/12/2026 | Press release | Distributed by Public on 02/12/2026 11:58
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FORM 5
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| 1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership | |||
| (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares | |||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Batchelor Joshua Lane 2121 SAGE ROAD SUITE 325 HOUSTON, TX77056 |
X | X | Member of 10% owner group | |
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Sage Road Capital, LLC 2121 SAGE ROAD SUITE 325 HOUSTON, TX77056 |
X | Member of 10% owner group | ||
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Banner Oil & Gas, LLC 2121 SAGE ROAD SUITE 325 HOUSTON, TX77056 |
X | Member of 10% owner group | ||
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Woodford Petroleum, LLC 2121 SAGE ROAD SUITE 325 HOUSTON, TX77056 |
Member of 10% owner group | |||
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Stamets Benjamin Andrew 2121 SAGE ROAD SUITE 325 HOUSTON, TX77056 |
X | Member of 10% owner group | ||
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Sage Road Energy II, LP 2121 SAGE ROAD SUITE 325 HOUSTON, TX77056 |
Member of 10% owner group | |||
| /s/ Joshua L. Batchelor | 2026-02-11 | |
| **Signature of Reporting Person | Date | |
| /s/ Benjamin A. Stamets | 2026-02-11 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC | 2026-02-11 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC | 2026-02-11 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC | 2026-02-11 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Manager of Sage Road Energy II, LP | 2026-02-11 | |
| **Signature of Reporting Person | Date |
| (*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| (**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On January 27, 2025, the Issuer entered into a Share Repurchase Agreement with Banner Oil & Gas, LLC, Woodford Petroleum, LLC, and Sage Road Energy II, LP (collectively, the "Selling Stockholders"). Pursuant to the Share Repurchase Agreement, the Issuer, in a private transaction repurchased 635,400 shares of common stock held by the Selling Stockholders, for an aggregate of $1,574,362 or $2.47775 per share. |
| (2) | Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnotes (5), (6) and (7). |
| (3) | Represents the price per share of shares of common stock, $0.01 par value per share, of the Issuer sold in the Issuer's January 2025 underwritten public offering, less commissions and discounts. |
| (4) | Represents shares of common stock, $0.01 par value per share of the Issuer (the "Common Stock"), held by SRC Management Company, LP ("SRC"). The shares held by SRC may be deemed to be beneficially owned by Sage Road Capital, LLC ("Sage Road"), which indirectly controls SRC, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. |
| (5) | Represents shares of the Common Stock held by Banner Oil & Gas, LLC ("Banner"). The shares held by Banner may be deemed to be beneficially owned by Sage Road, which indirectly controls Banner and manages certain funds which own a majority interest of Banner, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. |
| (6) | Represents shares of the Common Stock held by Woodford Petroleum, LLC ("Woodford"). The shares held by Woodford may be deemed to be beneficially owned by Sage Road, which indirectly controls Woodford and manages certain funds which own a majority interest of Woodford, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. |
| (7) | Represents shares of the Common Stock held by Sage Road Energy II, PC ("Sage Road Energy"). The shares held by Sage Road Energy may be deemed to be beneficially owned by Sage Road, which indirectly controls Sage Road Energy and manages certain funds which own a majority interest of Sage Road Energy, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. |