Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q ("Quarterly Report") and the documents Ridgewood Energy W Fund, LLC (the "Fund") has incorporated by reference into this Quarterly Report, other than purely historical information, including estimates, projections, statements relating to the Fund's business plans, strategies, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. You are therefore cautioned against relying on any such forward-looking statements. Forward-looking statements can generally be identified by words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "target," "pursue," "may," "will," "will likely result," and similar expressions and references to future periods. Examples of events that could cause actual results to differ materially from historical results or those anticipated include the impact on the Fund's business and operations of any future widespread health emergencies or public health crises such as pandemics and epidemics, weather conditions, such as hurricanes, changes in market and other conditions affecting the pricing, production and demand of oil and natural gas, the cost and availability of equipment, the military conflicts between Russia and Ukraine and Israel and Iran (and proxies) and the global response to such conflicts, acts of terrorism and changes in domestic and foreign governmental regulations. Examples of forward-looking statements made herein include statements regarding projects, investments, insurance, capital expenditures and liquidity. Forward-looking statements made in this document speak only as of the date on which they are made. The Fund undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Critical Accounting Policies and Estimates

There were no changes to the Fund's critical accounting policies and estimates from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024.

Overview of the Fund's Business

The Fund was organized primarily to acquire interests in oil and natural gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of America. The Fund's primary investment objective is to generate cash flow for distribution to its shareholders by generating returns across a portfolio of oil and natural gas projects. Distributions to shareholders are made in accordance with the Fund's limited liability company agreement (the "LLC Agreement").

Ridgewood Energy Corporation (the "Manager") is the Manager, and as such, has direct and exclusive control over the management of the Fund's operations. The Manager performs, or arranges for the performance of, the management, advisory and administrative services required for the Fund's operations. As compensation for its services, the Manager is entitled to receive an annual management fee, payable monthly, equal to 2.5% of the total capital contributions made by the Fund's shareholders, net of cumulative dry-hole well costs incurred by the Fund and fully depleted project investments. The Fund does not currently, nor is there any plan to, operate any project in which the Fund participates. The Manager enters into operating agreements with third-party operators for the management of all exploration, development and producing operations, as appropriate. The Manager also participates in distributions.

Market Conditions

Although briefly spiking in June 2025 related to the war between Israel and Iran, oil prices have softened so far throughout 2025. The movement in oil prices reflected the rolling back of production cuts by OPEC Plus and continued uncertainty about the near-term impact of the Trump Administration's trade policies. The markets have been extremely volatile with the prospect that tariffs will remain a cornerstone of President Trump's economic and foreign policy for the remainder of his term. While oil prices are generally correlated to global economic activity, geopolitics is also a huge factor for the crude market, and the Trump Administration is taking an increasingly hawkish stance towards key crude exporters, such as Russia, Iran and Venezuela. The impact of these issues on global financial and commodity market oil and natural gas prices and their corresponding effect on the Fund remains uncertain.

Commodity Price Changes

Changes in oil and natural gas commodity prices may significantly affect liquidity and expected operating results. Significant declines in oil and natural gas commodity prices not only reduce revenues and profits but could also reduce the quantities of reserves that are commercially recoverable and result in non-cash charges to earnings due to impairment and higher depletion rates.

The Fund anticipates price cyclicality in its planning and believes it is well-positioned to withstand price volatility. The Fund will continue to closely manage and coordinate its capital spending estimates within its expected cash flows to provide for the costs associated with the well recompletions for the Beta Project, as budgeted. See "Results of Operations" under this Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report for more information on the average oil and natural gas prices received by the Fund during the three and nine months ended September 30, 2025 and 2024 and the effect of such average prices on the Fund's results of operations.

Market pricing for oil and natural gas is volatile and is likely to continue to be volatile in the future. This volatility is caused by numerous factors and market conditions that the Fund cannot control or influence. Therefore, it is impossible to predict the future price of oil and natural gas with any certainty. Factors affecting market pricing for oil and natural gas include:

·

worldwide economic, political and social conditions impacting the global supply and demand for oil and natural gas, which may be driven by various risks, including war (such as the invasion of Ukraine by Russia and the evolving Israel-Iran (and proxies) conflict), terrorism, political unrest, or health epidemics;

·

weather conditions;

·

economic conditions, including the impact of continued inflation and associated changes in monetary and trade policies and demand for petroleum-based products;

·

actions by OPEC Plus, the Organization of the Petroleum Exporting Countries and other state-controlled oil companies;

·

political instability in the Middle East and other major oil and gas producing regions;

·

governmental regulations (inclusive of impacts of climate change), both domestic and foreign;

·

domestic and foreign tax policy;

·

the pace adopted by foreign governments for the exploration, development, and production of their national reserves;

·

the supply and price of foreign oil and gas;

·

the cost of exploring for, producing and delivering oil and gas;

·

the discovery rate of new oil and gas reserves;

·

the rate of decline of existing and new oil and gas reserves;

·

available pipeline and other oil and gas transportation capacity;

·

the ability of oil and gas companies to raise capital;

·

the overall supply and demand for oil and gas; and

·

the price and availability of alternate fuel sources.

Business Update

Information regarding the Fund's Beta Project, which is located in the United States offshore waters in the Gulf of America, is provided in the following table. See "Liquidity Needs" under this Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report for information regarding the funding of the Fund's capital commitments.

Total Spent

Total

Working

through

Fund

Project

Interest

September 30, 2025

Budget

Status

(in thousands)

Beta Project

2.89%

$

28,981

$

33,582

The Beta Project, a seven-well project, commenced production from its first two wells in 2016. Additional five wells commenced production in 2017, 2018 and 2019. Two wells are currently shut-in for pressure build that occurred during third quarter 2025. The Fund expects to spend $2.0 million for additional development costs and $2.6 million for asset retirement obligations.

Results of Operations

The following table summarizes the Fund's results of operations during the three and nine months ended September 30, 2025 and 2024, and should be read in conjunction with the Fund's financial statements and notes thereto included within Item 1. "Financial Statements" in Part I of this Quarterly Report.

		Three months ended September 30,								Nine months ended September 30,
		2025				2024				2025				2024
		(in thousands)
Revenue
Oil and gas revenue		$	508			$	858			$	1,827			$	2,853
Other revenue			77				93				267				203
Total revenue			585				951				2,094				3,056
Expenses
Depletion and amortization			257				360				882				1,161
Operating expenses			166				155				512				456
Management fees to affiliate			127				127				380				381
General and administrative expenses			50				44				156				131
Total expenses			600				686				1,930				2,129
(Loss) income from operations			(15	)			265				164				927
Interest income			36				38				99				109
Net income		$	21			$	303			$	263			$	1,036

Overview. The following table provides information related to the Fund's oil and natural gas production and oil and gas revenue during the three and nine months ended September 30, 2025 and 2024. Natural gas liquid sales are included within gas sales.

		Three months ended September 30,								Nine months ended September 30,
		2025				2024				2025				2024
Number of wells producing			7				7				7				7
Total number of production days			550				598				1,806				1,795
Oil sales (in thousands of barrels)			7				11				25				35
Average oil price per barrel		$	65			$	75			$	67			$	77
Gas sales (in thousands of mcfs)			11				17				40				50
Average gas price per mcf		$	3.42			$	2.90			$	3.76			$	3.14

The decrease in production days during the three months ended September 30, 2025 was attributable to the Beta Project, which shut-in two wells for pressure build while the increase in production days during the nine months ended September 30, 2025 was attributable to the Beta Project's shut-in during March 2024 for scheduled maintenance at a third-party gas processing facility. The decreases in sales volumes noted in the table above were primarily attributable to natural declines in production from the Beta Project's wells. See additional discussion in the "Business Update" section above.

Oil and Gas Revenue. Oil and gas revenue during the three months ended September 30, 2025 was $0.5 million, a decrease of $0.4 million from the three months ended September 30, 2024. The decrease was primarily attributable to decreased sales volume totaling $0.3 million coupled with decreased oil prices totaling $0.1 million.

Oil and gas revenue during the nine months ended September 30, 2025 was $1.8 million, a decrease of $1.0 million from the nine months ended September 30, 2024. The decrease was primarily attributable to decreased sales volume totaling $0.8 million coupled with decreased oil prices totaling $0.2 million.

See "Overview" above for factors that impact the oil and gas revenue volume and rate variances.

Other Revenue. Other revenue is generated from the Fund's production handling, gathering and operating services agreement with affiliated entities and other third parties.

Depletion and Amortization. Depletion and amortization during the three months ended September 30, 2025 was $0.3 million, a decrease of $0.1 million from the three months ended September 30, 2024. The decrease was primarily attributable to a decrease in production volumes totaling $0.1 million.

Depletion and amortization during the nine months ended September 30, 2025 was $0.9 million, a decrease of $0.3 million from the nine months ended September 30, 2024. The decrease was primarily attributable to a decrease in production volumes totaling $0.3 million.

See "Overview" above for certain factors that impact the depletion and amortization volume and rate variances.

Operating Expenses. Operating expenses represent costs specifically identifiable or allocable to the Fund's wells, as detailed in the following table.

		Three months ended September 30,								Nine months ended September 30,
		2025				2024				2025				2024
		(in thousands)
Lease operating expense		$	74			$	76			$	234			$	220
Accretion expense			37				24				112				72
Transportation and processing expense			26				37				89				117
Insurance expense			28				18				59				47
Workover expense			1				-				18				-
		$	166			$	155			$	512			$	456

Lease operating expense and transportation and processing expense relate to the Fund's producing projects. Accretion expense relates to the asset retirement obligations established for the Fund's oil and gas properties. Insurance expense represents premiums related to the Fund's projects, which vary depending upon the number of wells producing or drilling. Workover expense represents costs to restore or stimulate production of existing reserves.

Production costs, which include lease operating expense, transportation and processing expense and insurance expense, were $0.1 million ($14.26 per barrel of oil equivalent or "BOE") and $0.4 million ($12.06 per BOE) during the three and nine months ended September 30, 2025, respectively, compared to $0.1 million ($9.64 per BOE) and $0.4 million ($8.83 per BOE) during the three and nine months ended September 30, 2024, respectively.

Production costs were relatively consistent during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. The increases in production costs per BOE during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 were primarily attributable to the Beta Project, which had higher production costs per BOE during the three and nine months ended September 30, 2025 primarily attributable to reduced production volumes due to natural declines in production.

See "Overview" above for factors that impact oil and natural gas production.

Management Fees to Affiliate. An annual management fee, totaling 2.5% of total capital contributions, net of cumulative dry-hole well costs incurred by the Fund and fully depleted project investments, is paid monthly to the Manager. All or a portion of such fee may be temporarily waived by the Manager to accommodate the Fund's short-term commitments.

General and Administrative Expenses. General and administrative expenses represent costs specifically identifiable or allocable to the Fund, such as accounting and professional fees and insurance expenses.

Interest Income. Interest income is comprised of interest earned on cash and cash equivalents and salvage fund.

Capital Resources and Liquidity

Operating Cash Flows

Cash flows provided by operating activities during the nine months ended September 30, 2025 were $1.3 million, related to revenue received of $2.2 million and interest income received of $0.1 million, partially offset by operating expenses of $0.4 million, management fees of $0.4 million, general and administrative expenses of $0.2 million and the settlement of asset retirement obligations of $0.1 million.

Cash flows provided by operating activities during the nine months ended September 30, 2024 were $2.4 million, primarily related to revenue received of $3.2 million and interest income received of $0.1 million, partially offset by operating expenses of $0.4 million, management fees of $0.4 million and general and administrative expenses of $0.1 million.

Investing Cash Flows

Cash flows used in investing activities during the nine months ended September 30, 2025 were $0.2 million, primarily related to investments in salvage fund of $0.2 million, partially offset by proceeds from the salvage fund of $0.1 million.

Cash flows used in investing activities during the nine months ended September 30, 2024 were $0.1 million, primarily related to investments in salvage fund of $0.1 million.

Financing Cash Flows

Cash flows used in financing activities during the nine months ended September 30, 2025 were $0.5 million, related to manager and shareholder distributions.

Cash flows used in financing activities during the nine months ended September 30, 2024 were $1.9 million, related to manager and shareholder distributions.

Capital Expenditures

Capital expenditures for oil and gas properties have been funded with the capital raised by the Fund in its private placement offering and through debt financing. The Fund's capital has been fully invested and as a result, the Fund will not invest in any new projects and will limit its investment activities, if any, to those projects in which it currently has a working interest. Such investment activities, which include estimated capital spending on planned well recompletions for the Beta Project, are expected to be funded from cash flows from operations and existing cash-on-hand and not from equity, debt or off-balance sheet financing arrangements.

See "Business Update" under this Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report for information regarding the Fund's current projects. See "Liquidity Needs" below for additional information.

Liquidity Needs

The Fund's primary short-term and long-term liquidity needs are to fund its operations and capital expenditures for its oil and gas properties. Such needs are funded utilizing operating income and existing cash on-hand.

As of September 30, 2025, the Fund's estimated capital commitments related to its oil and gas properties were $4.7 million (which include asset retirement obligations for the Fund's projects of $2.7 million), of which $1.9 million is expected to be spent during the next twelve months. Future results of operations and cash flows are dependent on the revenues from production and sale of oil and gas from the Beta Project. In addition, cash flow from operations may be impacted by fluctuations in oil and natural gas commodity prices. Based upon its current cash position, salvage fund and its current reserves estimates, the Fund expects cash flow from operations to be sufficient to cover its commitments and ongoing operations. Reserves estimates are projections based on engineering data that cannot be measured with precision, require substantial judgment, and are subject to frequent revision.

The Manager is entitled to receive an annual management fee from the Fund regardless of the Fund's profitability in that year. However, pursuant to the terms of the LLC Agreement, the Manager is also permitted to waive all or a portion of the management fee at its own discretion.

Distributions, if any, are funded from available cash from operations, as defined in the LLC Agreement, and the frequency and amount are within the Manager's discretion. However, distributions may be impacted by amounts of future capital required for the costs associated with the well recompletions for the Beta Project, as budgeted, as well as the funding of estimated asset retirement obligations. Distributions may also be impacted by fluctuations in oil and natural gas commodity prices.

Contractual Obligations

The Fund enters into participation and joint operating agreements with operators. On behalf of the Fund, an operator enters into various contractual commitments pertaining to exploration, development and production activities. The Fund does not negotiate such contracts. No contractual obligations exist as of September 30, 2025 and December 31, 2024, other than those discussed in "Capital Expenditures" above.

Recent Accounting Pronouncements

See Note 1 of "Notes to Unaudited Condensed Financial Statements" - "Organization and Summary of Significant Accounting Policies" contained in Item 1. "Financial Statements" within Part I of this Quarterly Report for a discussion of recent accounting pronouncements.