Battalion Oil Corporation

03/23/2026 | Press release | Distributed by Public on 03/23/2026 14:48

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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

The following discussion is intended to assist in understanding our results of operations and our current financial condition. Our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K contain additional information that should be referred to when reviewing this material.

Statements in this discussion may be forward-looking. These forward-looking statements involve risks and uncertainties, including those discussed below, which could cause actual results to differ from those expressed. For more information, see "Special note regarding forward-looking statements."

Overview

We are an independent energy company focused on the acquisition, production, exploration and development of onshore liquids-rich oil and natural gas assets in the United States ("U.S."). Our properties and drilling activities are currently focused in the Delaware Basin of West Texas, where we have an extensive drilling inventory that we believe offers attractive economics.

Our financial results depend upon many factors but are largely driven by the volume of our oil and natural gas production and the price that we receive for that production. Our production volumes will decline as reserves are depleted unless we expend capital in successful development and exploration activities or acquire properties with existing production. The amount we realize for our production depends predominantly upon commodity prices, which are affected by changes in market demand and supply, as impacted by overall economic activity, weather, transportation take-away capacity constraints, inventory storage levels, basis differentials and other factors. Accordingly, finding and developing oil and natural gas reserves at economical costs is critical to our long-term success.

When commodity prices decline significantly, our ability to finance our capital budget and operations may be adversely impacted. While we use derivative instruments to provide partial protection against declines in oil and natural gas prices, the total volumes we hedge are less than our expected production, vary from period to period based on our view of current and future market conditions, remain consistent with the requirements in effect under our 2024 Amended Term Loan Agreement and extend, on a rolling basis, for the next four years. These limitations result in our liquidity being susceptible to commodity price declines. Additionally, while intended to reduce the effects of volatile commodity prices, derivative transactions may limit our potential gains and increase our potential losses if commodity prices were to rise substantially over the price established by the hedge. Our hedge policies and objectives may change significantly as our operational profile changes and/or commodities prices change. We do not enter into derivative contracts for speculative trading purposes.

Recent Developments

Monument Draw Acquisition

On March 10, 2026, we entered into a purchase and sale agreement to acquire certain oil and natural gas assets, comprising 7,090 net acres located in Ward County, Texas, from RoadRunner Resource Holding LLC (formerly, Sundown Energy LP) ("RoadRunner"), effective March 1, 2026, in an all-stock transaction. Under the terms of the agreement, upon closing on March 19, 2026, we issued 485,000 shares of our common stock to RoadRunner in exchange for the assets. The acquired acreage is directly adjacent to our existing Monument Draw acreage. The transaction is subject to customary post-closing adjustments.

Private Placement Equity Offering

On March 3, 2026, we entered into a definitive agreement to sell in a private placement to an institutional investor 1,800,000 shares of our common stock and 927,273 prefunded warrants for the purchase of common stock at $5.50 per share for total proceeds of $15.0 million. The offering closed on March 4, 2026, on satisfaction of customary closing

conditions. We intend to use the net proceeds received from the offering for working capital and general corporate purposes.

West Quito Divestiture

On December 18, 2025, we entered into an agreement of sale and purchase with MCM Delaware Resources, LLC ("MCM") to sell substantially all of our oil and natural gas properties and related assets in the West Quito Draw area located in the Southern Delaware Basin in Ward County, Texas (the "West Quito Assets") for a total sales price of approximately $62.6 million, subject to adjustment for accounting between the effective date of December 1, 2025 and the closing date and other customary adjustments (the "West Quito Divestiture"). The West Quito Divestiture closed on February 24, 2026 for an adjusted sales price of $60.1 million. The West Quito Assets include approximately 6,100 net acres in Ward County, Texas and proved reserves for these properties accounted for approximately 6.0 MMboe, or approximately 10%, of our proved reserves at December 31, 2025. We used $45.6 million of the net proceeds from closing to repay amounts outstanding under the 2024 Amended Term Loan Agreement on February 24, 2026 - $40.0 million pursuant to the Third Amendment and prepayment of $5.6 million for the scheduled quarterly amortization payment for the quarterly period ending March 31, 2026. Pursuant to the Third Amendment, $12.9 million of Reinvestment Proceeds are to be used to acquire additional contiguous non-operated oil and natural gas properties consisting of proved developed reserves in Ward and Winkler Counties, Texas, to fund permitted capital expenditures in the Monument Draw area and/or to fund the drilling and completion of two Monument Draw wells within 180 days after receipt. Should such funds have not been spent within the 180-day period, the Reinvestment Proceeds shall be used to prepay borrowings outstanding under the 2024 Amended Term Loan Agreement.

Term Loan Credit Facility

On February 24, 2026, we entered into the Third Amendment to our 2024 Amended Term Loan Agreement. Pursuant to the Third Amendment, among other changes specified therein, (a) the lenders consented to the transactions contemplated by the West Quito Divestiture sale agreement; and (b) we were required, upon receipt of the net cash proceeds from the West Quito Divestiture, to prepay the outstanding principal amount of the 2024 Amended Term Loan Agreement borrowings in an aggregate amount equal to $40.0 million. We may retain the remaining net cash proceeds received from the West Quito Divestiture, subject to certain reinvestment requirements, set forth in the Third Amendment

H2S Treating Joint Venture

In May 2022, we entered into a joint venture agreement with Caracara to develop the AGI Facility in Winkler County, Texas. The joint venture, operating as WAT, also entered into a GTA with us for natural gas production from our Monument Draw area.Under the GTA, we were to pay a treating rate that varied based on volumes delivered to the AGI Facility and we had a minimum volume commitment of 20 MMcf per day. The GTA had a tiered-rate structure based on actual volumes delivered. In exchange for contributing to the joint venture a wellbore with an approved permit for the injection of acid gas and surface land, we retained a 5% equity interest in WAT, an unconsolidated subsidiary. Caracara provided the initial capital for the construction of the Facility, which was expected to have an initial capacity of approximately 30 MMcf per day, and a design capacity to treat up to 10% combined concentrations for H2S and CO2. We initially expected the AGI Facility to be mechanically complete in early April 2023 and the facility to be in service in the second quarter of 2023. However, during commissioning and initial operations, it was determined that additional pressure was required to initiate gas injection. To correct this issue, a positive displacement pump was ordered and installed. The AGI Facility's injection well also experienced pressure communication between the tubing and annular space after an injection procedure. Workover operations commenced to remediate this issue.

During the third quarter of 2023, additional complications were encountered with the workover operation at the AGI Facility causing higher than expected costs. To fund this workover operation, we advanced capital contributions totaling approximately $18.5 million to date as of September 30, 2024 on behalf of our joint venture partner in WAT. Pursuant to the terms of the agreement governing the joint venture, we believed that we had multiple remedies to recover such advance, including (1) declaring such payment a loan, which pursuant to the agreement would have an interest rate of the lesser of 15% or the maximum rate permitted by law, (2) recoupment from distributions from the joint venture and (3)

reallocation of equity of the joint venture based on the relative level of total capital contributions by the parties after taking into account the advance. Pursuant to such, we initially recorded the advanced amount as a contract asset. During the fourth quarter of 2024, Caracara delivered a demand notice disputing our claims, indicating that the carrying value of the contract asset may not be recoverable and as a result, we recognized $18.5 million of impairment of charges to reduce the carrying value of the contract asset to zero at December 31, 2024.

After significant complications and delays, the AGI Facility began processing gas on March 9, 2024 and treated volumes from March 2024 to August 11, 2025. In addition to general facility downtime, the AGI Facility experienced interruptions in processing due to failure to complete necessary improvement and maintenance projects, including pump and other facility equipment replacement. The AGI Facility processed over 9.3 Bcf of natural gas before ceasing operations. On August 11, 2025, we received notice from WAT that it was ceasing taking deliveries of natural gas and was ceasing operations effective immediately. In response, we temporarily shut-in a portion of our Monument Draw field production while management actively worked to identify and execute on a plan for long-term alternative gas processing. During the fourth quarter of 2025, we concluded that the fair value of our equity method investment in WAT was less than the carrying value of the investment in unconsolidated affiliate asset recorded on our consolidated balance sheet and recorded an impairment of $1.1 million to reduce the carrying value of the investment in unconsolidated affiliate asset to zero as of December 31, 2025.

We terminated the GTA with WAT on January 19, 2026.

Following termination of the GTA, we entered into an agreement with a publicly traded large-cap midstream provider to process our natural gas production at an alternative facility. This processing provider has the ability to process substantially all of our natural gas production from Monument Draw.

Capital Resources and Liquidity

Overview.Our ability to execute our operating strategy is dependent on our ability to maintain adequate liquidity and access additional capital, as needed. Our future capital resources and liquidity depend, in part, on our success in developing our leasehold interests, growing our reserves and production and finding additional reserves. Sufficient levels of available cash are required to fund capitalexpenditures necessary to offset inherent declines in our production and proven reserves. We generated a net loss available to common stockholders of $36.8 million for the year ended December 31, 2025 and had negative working capital of $6.5 million as of December 31, 2025. As of December 31, 2025, we had $28.0 million of cash and cash equivalents, no borrowing capacity remaining under our 2024 Amended Term Loan Agreement (see Item 8. Consolidated Financial Statements and Supplementary Date - Note 6, Debt) and a total of $22.5 million in debt repayments due under our 2024 Term Loan Agreement through December 2026. At December 31, 2025, $30.0 million remained available for issuance on or before August 31, 2026 under a support letter from the Investors. We closed on the sale of our West Quito Assets on February 24, 2026 for net proceeds of $60.1 million, of which $45.6 million was used to repay a portion of outstanding borrowings under our 2024 Amended Term Loan Agreement - $40.0 million pursuant to the Third Amendment and prepayment of $5.6 million for the scheduled quarterly amortization payment for the quarterly period ending March 31, 2026. Pursuant to the Third Amendment, $12.9 million of proceeds from the sale (the "Reinvestment Proceeds") are to be used to acquire additional contiguous non-operated oil and natural gas properties consisting of proved developed reserves in Ward and Winkler Counties, Texas, to fund permitted capital expenditures in the Monument Draw area and/or to fund the drilling and completion of two Monument Draw wells within 180 days after receipt. Should such funds have not been spent within the 180-day period, the Reinvestment Proceeds shall be used to prepay borrowings outstanding under the 2024 Amended Term Loan Agreement. On March 3, 2026, we entered into a definitive agreement to sell in a private placement to an institutional investor 1,800,000 shares of our common stock and 927,273 prefunded warrants for the purchase of common stock at $5.50 per share for total proceeds of $15.0 million. The offering closed on March 4, 2026, on satisfaction of customary closing conditions. We intend to use the net proceeds received from the offering for working capital and general corporate purposes.

Our 2024 Amended Term Loan Agreement contains certain restrictive covenants as well as a mandatory repayment schedule. We are required to make scheduled quarterly amortization payments in an aggregate principal amount equal to 2.50% of the aggregate principal amount of the total loans outstanding.

We continue to execute on a plan to reduce operating and capital costs to improve cash flow. We believe that, based upon our operational forecasts, cash and cash equivalents on hand, proceeds from the sale of our West Quito Assets and from the private placement equity offering,and cost reduction measures, it is probable that we will have sufficient liquidity to fund our operations, meet our debt requirements and maintain compliance with our future debt covenants as described in Item 8. Consolidated Financial Statements and Supplementary Date - Note 6 Debtfor the next 12 months from the issuance of these consolidated financial statements. We will, however, continue to consider alternative liquidity sources which could include entering into other financing arrangements (e.g. future equity raises), a sale of a portion of our assets, seeking capital partners for our drilling program, pursuing strategic merger opportunities or joint ventures, the sale of the Company, or pursuing additional general and administrative or other cost reduction opportunities. Our estimates and forecasts are based upon assumptions that may prove to be incorrect due to many factors that are currently unknown, such as prevailing economic conditions, many of which are beyond our control. In the event the assumptions underlying our estimates and forecasts prove to be incorrect, our operating plans, capital requirements, and covenant compliance may be adversely impacted.

In the event our cash flows are materially less than anticipated or our costs are materially greater than anticipated and other sources of capital we historically have utilized are not available on acceptable terms, we may be required to curtail drilling, development, land acquisitions and other activities to reduce our capital spending. However, significant or prolonged reductions in capital spending will adversely impact our production and may negatively affect our future cash flows.

We continuously monitor changes in market conditions and will continue to adapt our operational plans as necessary to strive to maintain sufficient liquidity, facilitate drilling on our undeveloped acreage position and permit us to selectively expand our acreage, as well as meet our debt obligations and restrictive covenants. We have been, and continue to, explore strategic transactions to address these concerns, while also looking at opportunities to significantly reduce expenses in the near term. However, there can be no assurance that, absent additional capital, reducing costs or other material favorable developments, the company will not experience liquidity and covenant compliance issues in the future.

On May 30, 2025, we received written notice (the "Notice") on behalf of the NYSE American indicating that we are no longer in compliance with NYSE American's continued listing standards. Specifically, the letter stated that we are not in compliance with the continued listing standards set forth in Sections 1003(a)(i) and 1003(a)(ii) of the NYSE American Company Guide (the "Company Guide"). Section 1003(a)(i) requires a listed company to have stockholders' equity of $2.0 million or more if the listed company has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. Section 1003(a)(ii) requires a listed company to have stockholders' equity of $4.0 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Our noncompliance resulted from our reporting stockholders' equity of $(1.8) million as of March 31, 2025, and losses from continuing operations and/or net losses in three of our four most recent fiscal years ended December 31, 2024. We continue to report negative stockholders' equity at December 31, 2025 of $(32.8) million and additional losses from continuing operations. The Notice further provided that we must submit a plan of compliance (the "Plan") by June 30, 2025 addressing how we intend to regain compliance with the continued listing standards by November 30, 2026. Such Plan was submitted by the required deadline and our Plan was accepted by the NYSE. The Notice has no immediate impact on the listing of our shares of common stock, which will continue to be listed and traded under the symbol "BATL" on the NYSE American during this period, subject to our compliance with the other listing requirements of the NYSE American. The notice does not affect our ongoing business operations or our reporting requirements with the Securities and Exchange Commission.

Other Risks and Uncertainties. Our ability to complete transactions and maintain or increase our liquidity is subject to a number of variables, including our level of oil and natural gas production, proved reserves and commodity prices, the amount and cost of our indebtedness, as well as various economic and market conditions that have historically affected the oil and natural gas industry. Even if we are otherwise successful in growing our proved reserves and production, if oil and natural gas prices decline for a sustained period of time, our ability to fund our capital expenditures, complete acquisitions, reduce debt, meet our financial obligations and become profitable may be materially impacted.

Additionally, in periods of increasing commodity prices, we continue to be at risk to supply chain issues, including, but notlimited to, labor shortages, pipe restrictions and potential delays in obtaining frac and/or drilling related equipment that could impact our business. During these periods, the costs and delivery times of rigs, equipment and supplies may also be substantially greater. The unavailability or high cost of drilling rigs and/or frac crews, pressure pumping equipment, tubulars and other supplies, and of qualified personnel can materially and adversely affect our operations and profitability.

Lastly, actual or anticipated declines in domestic or foreign economic activity or growth rates, regional or worldwide increases in tariffs or other trade restrictions, turmoil affecting the U.S. or global financial system and markets and a severe economic contraction either regionally or worldwide, resulting from international conflicts, efforts to contain pandemics or other factors, could materially affect our business and financial condition and impact our ability to finance operations by worsening the actual or anticipated future drop in worldwide oil demand, negatively impacting the price received for oil and natural gas production or adversely impacting our ability to comply with covenants in our 2024 Amended Term Loan Agreement. Negative economic conditions could also adversely affect the collectability of our trade receivables or performance by our vendors and suppliers or cause our commodity hedging arrangements to be ineffective if our counterparties are unable to perform their obligations. All of the foregoing may adversely affect our business, financial condition, results of operations, cash flows and, potentially, compliance with the covenants contained in our 2024 Amended Term Loan Agreement.

Capital Expenditures. During 2025, we spent approximately $74.6 million in capital expenditures, including drilling, completion, support infrastructure and other capital costs. During 2025, we ran one operated rig in the Delaware Basin. We drilled and cased 6.0 gross (5.6 net) operated wells, completed 6.0 gross (5.6 net), and put online 6.0 gross (5.6 net) operated wells during the year.

Debt Obligations. On December 26, 2024 (the "Initial Closing Date"), we and our wholly-owned subsidiary Halcón Holdings, LLC (the "Borrower"), entered into the 2024 Term Loan Agreement. Pursuant to the 2024 Term Loan Agreement, the lenders party thereto agreed to provide the Borrower with (i) an initial term loan facility in the aggregate principal amount of $162.0 million, funded on December 26, 2024 and (ii) an incremental term loan facility in the aggregate principal amount of up to $63.0 million to be made available to the Borrower from January 3, 2025 until the date that is the earliest to occur of (x) the date on which such incremental term facility is fully drawn, (y) the date on which such incremental term facility is terminated and (z) January 11, 2025, subject to the satisfaction of certain conditions. On January 9, 2025, the Borrower entered into the First Amendment to its 2024 Term Loan Agreement. Pursuant to the First Amendment, the Borrower incurred $63.0 million of Incremental Term Loans.

The maturity date of the 2024 Amended Term Loan Agreement is December 26, 2028.

All obligations under the 2021 Amended Term Loan Agreement were refunded, refinanced and repaid in full by the loans under the 2024 Term Loan Agreement as the net proceeds of the 2024 Term Loan Agreement were used to repay all outstanding indebtedness under the 2021 Amended Term Loan Agreement in an aggregate amount of approximately $152.1 million, including accrued and unpaid interest, and to pay related fees and expenses related to the new credit agreement.

Borrowings under the 2024 Amended Term Loan Agreement initially bore interest at a rate per annum equal to a forward-looking term rate based on SOFR for a tenor of three months (with a credit spread adjustment of 0.15% per annum) (or another applicable reference rate, as determined pursuant to the terms of the 2024 Amended Term Loan Agreement) plus an applicable margin of 7.75%.

On November 12, 2025, we entered into the Second Amendment, which amended the Applicable Margin (as defined in the 2024 Amended Term Loan Agreement) to be the rate per annum set forth below under the caption "SOFR Loans Spread" or "ABR Loans Spread", as the case may be, based on the Total Net Leverage Ratio; provided that (a) until the Adjustment Date (the date of delivery of financial statements pursuant to the 2024 Amended Term Loan Agreement) following the Second Amendment effective date, the Applicable Margin shall be the applicable rate per annum set forth below in Category 1 and (b) the Applicable Margin shall be the applicable rate per annum set forth in Category 4 below at any time that an Event of Default (as defined in the 2024 Amended Term Loan Agreement) exists:

Total Net Leverage Ratio

SOFR Loans Spread

ABR Loans Spread

Category 1
≤ 2.50 to 1.00

7.75%

6.75%

Category 2
> 2.50 to 1.00 ≤ 3.00 to 1.00

8.00%

7.00%

Category 3
> 3.00 to 1.00 ≤ 3.25 to 1.00

8.25%

7.25%

Category 4
> 3.25 to 1.00

8.50%

7.50%

The Applicable Margin shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Total Net Leverage Ratio in accordance with the table above.

The Second Amendment provides that we shall not permit the Total Net Leverage Ratio, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending March 31, 2025), to be greater than the levels set forth in the following table for the applicable quarter:

Fiscal Quarter

Total Net Leverage Ratio

Fiscal quarters ending March 31, 2025 through and including June 30, 2025

2.75 to 1.00

Fiscal quarter ending September 30, 2025

2.50 to 1.00

Fiscal quarter ending December 31, 2025

3.20 to 1.00

Fiscal quarter ending March 31, 2026

3.25 to 1.00

Fiscal quarter ending June 30, 2026

3.40 to 1.00

Fiscal quarter ending September 30, 2026

3.50 to 1.00

Fiscal quarter ending December 31, 2026

3.40 to 1.00

Fiscal quarter ending March 31, 2027

3.25 to 1.00

Fiscal quarter ending June 30, 2027

3.00 to 1.00

Fiscal quarter ending September 30, 2027 and each fiscal quarter thereafter

2.50 to 1.00

Additionally, the Second Amendment provides that we shall not permit the Asset Coverage Ratio, as of the last day of any fiscal quarter (commencing with the fiscal quarter ending March 31, 2025) to be less than the applicable level set forth in the following table for the applicable fiscal quarter:

Fiscal Quarter

Asset Coverage Ratio

Fiscal quarters ending March 31, 2025 through and including December 31, 2026

1.85 to 1.00

Each fiscal quarter thereafter

2.00 to 1.00

We may elect, at our option, to prepay any borrowing outstanding under the 2024 Amended Term Loan Agreement. Such voluntary prepayments, certain mandatory prepayments and change of control prepayments are subject to the following prepayment premium, as applicable:

Period

Premium

Months 0 - 12

Make-whole amount equal to 12 months of interest plus 4.00%

Months 13 - 30

2.00%

Thereafter

0.00%

In the event we shall receive a disapproval notice (as defined in the 2024 Term Loan Agreement) from the required lenders under the 2024 Amended Term Loan Agreement rejecting or otherwise disqualifying a proposed buyer in connection with a permitted change in control thereunder to be consummated within 12 months following the Initial Closing Date, such voluntary prepayments, certain mandatory prepayments and change of control prepayments are subject to the following prepayment premium, as applicable:

Period

Premium

Months 0 - 9

Make-whole amount equal to 9 months of interest plus 2.00%

Months 10 - 30

2.00%

Thereafter

0.00%

We are required to make scheduled quarterly amortization payments in an aggregate principal amount equal to 2.50% of the aggregate principal amount of the loans outstanding commencing with the fiscal quarter ending June 30, 2025. We may be required to make mandatory prepayments of the loans under the 2024 Amended Term Loan Agreement in connection with the incurrence of non-permitted debt, certain asset sales and with excess cash on hand in excess of certain maximum levels. Subsequent to the closing of the West Quito Divestiture on February 24, 2026, we used $40.0 million of the net proceeds as prepayment of the loan per the terms of the Third Amendment.

Amounts outstanding under the 2024 Amended Term Loan Agreement are guaranteed by certain of our direct and indirect subsidiaries and secured by a security interest in substantially all of the assets of the Borrower and such direct and indirect subsidiaries, and of the equity interests of the Borrower held by the Company.

The 2024 Amended Term Loan agreement contains certain financial covenants (as defined in the 2024 Term Loan Agreement), including the maintenance of the following ratios.

Asset Coverage Ratio not to fall below 1.85x as of December 31, 2025 through and including December 31, 2026 and 2.00x for each fiscal quarter thereafter (see above), determined as of the last day of each fiscal quarter;
Total Net Leverage Ratio not to exceed 3.20x as of December 31, 2025 and not to exceed the levels set forth in the table above for each fiscal quarter thereafter, determined as of the last day of each fiscal quarter;
Current Ratio not to fall below 1.00x, determined on the last day of each calendar month commencing with the calendar month ending March 31, 2025; and
Liquidity not to fall below the greater of (x) $10,000,000 and (y) the amount equal to the scheduled principal and interest payments for the immediately succeeding three month period, determined as of the last day of any fiscal quarter.

On February 24, 2026, we entered into the Third Amendment to our 2024 Amended Term Loan Agreement. Pursuant to the Third Amendment, among other changes specified therein, (a) the lenders consented to the transactions contemplated by the West Quito Divestiture sale agreement; and (b) we were required, upon receipt of the net cash proceeds from the West Quito Divestiture, to prepay the outstanding principal amount of the 2024 Amended Term Loan Agreement borrowings in an aggregate amount equal to $40.0 million. We may retain the remaining net cash proceeds received from the West Quito Divestiture, subject to certain reinvestment requirements, set forth in the Third Amendment

Under the 2024 Amended Term Loan Agreement, we are required to hedge approximately 85% to 50% of our anticipated oil and natural gas production, in varying percentages by year, on a rolling basis for the next four years. The 2024 Amended Term Loan Agreement also contains certain events of default, including non-payment; breaches of representations and warranties; non-compliance with covenants or other agreements; cross-default to material indebtedness; judgments; change of control; and voluntary and involuntary bankruptcy.

Changes in the level and timing of our production, drilling and completion costs, the cost and availability of transportation for our production and other factors varying from our expectations can affect our ability to comply with

the covenants under our 2024 Amended Term Loan Agreement. As a consequence, we endeavor to anticipate potential covenant compliance issues and work with our lenders to address any such issues ahead of time.

The results presented in this Form 10-K are not necessarily indicative of future operating results. For further information regarding these risks and uncertainties on us, see "Risk Factors" in Item 1A of this Annual Report on Form 10-K.

Cash Flow. Net (decrease) increase in cash, cash equivalents and restricted cash is summarized as follows for the periods presented (in thousands):

Years Ended December 31,

​ ​ ​

2025

2024

Cash flows provided by operating activities

$

39,090

$

35,355

Cash flows used in investing activities

(74,951)

(65,443)

Cash flows provided by (used in) financing activities

44,114

(7,728)

Net increase (decrease) in cash, cash equivalents and restricted cash

$

8,253

$

(37,816)

Operating Activities. Net cash flows provided by operating activities for the years ended December 31, 2025 and 2024 were $39.1 million and $35.4 million, respectively. Operating cash flows for the year ended December 31, 2025 increased from the prior year primarily due to lower gathering and transportation expense and changes in working capital. The increase in operating cash flows in 2025 were partially offset by decreased oil and natural gas revenues as a result of lower realized commodity prices and lower production volumes than the comparable prior year period.

Investing Activities. Net cash flows used in investing activities for the years ended December 31, 2025 and 2024 were approximately $75.0 million and $65.4 million, respectively.

During the year ended December 31, 2025, we spent $74.6 million on oil and natural gas capital expenditures, of which $61.7 million related to drilling and completion costs and $11.4 million related to the development of our treating equipment and gathering support infrastructure.

During the year ended December 31, 2024, we spent $64.6 million on oil and natural gas capital expenditures, of which $57.8 million related to drilling and completion costs and $5.7 million related to the development of our treating equipment and gathering support infrastructure.

Financing Activities. Net cash flows provided by financing activities for the year ended December 31, 2025 were $44.1 million compared to net cash flows used in financing activities for the year ended December 31, 2024 of $7.7 million. During the year ended December 31, 2025, we received net proceeds of $61.1 million from the incurrence of the Incremental Term Loans and repaid $16.9 million under our 2024 Amended Term Loan Agreement.

During the year ended December 31, 2024, prior to the refinancing transaction, we made principal payments of $52.4 million under our 2021 Amended Term Loan Agreement. On December 26, 2024, we entered into the 2024 Term Loan Agreement, incurring $162.0 million in borrowings, which such proceeds were used to repay all amounts outstanding under the 2021 Amended Term Loan Agreement in the amount of $147.7 million. Additionally, we incurred $8.2 million of debt issuance costs related to the new credit agreement. We received $38.8 million in proceeds from the sales and issuance of preferred stock during the year ended December 31, 2024.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"). The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect our reported results of operations and the amount of reported assets, liabilities and proved oil and natural gas reserves. Some accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. Actual results may differ from the estimates and assumptions used in the preparation of our

consolidated financial statements. Described below are the significant policies we apply in preparing our consolidated financial statements, some of which are subject to alternative treatments under U.S. GAAP. We also describe the significant estimates and assumptions we make in applying these policies. We discussed the development, selection and disclosure of each of these with our audit committee. See Item 8. Consolidated Financial Statements and Supplementary Data-Note 1, "Financial Statement Presentation and Summary of Significant Accounting Policies," for a discussion of additional accounting policies and estimates made by management.

Oil and Natural Gas Activities

Full Cost Method

We use the full cost method of accounting for our oil and natural gas activities. Under this method, all costs incurred in the acquisition, exploration and development of oil and natural gas properties are capitalized into a cost center (the amortization base or full cost pool). Such amounts include the cost of drilling and equipping productive wells, treating equipment and gathering support facilities costs, dry hole costs, lease acquisition costs and delay rentals. All general and administrative costs unrelated to drilling activities are expensed as incurred. The capitalized costs of our evaluated oil and natural gas properties, plus an estimate of our future development and abandonment costs, are amortized on a unit-of-production method based on our estimate of total proved reserves. Our financial position and results of operations could have been significantly different had we used the successful efforts method of accounting for our oil and natural gas activities.

Proved Oil and Natural Gas Reserves

Estimates of our proved reserves included in this report are prepared in accordance with U.S. GAAP and SEC guidelines. Our engineering estimates of proved oil and natural gas reserves directly impact financial accounting estimates, including depletion, depreciation and accretion expense and the full cost ceiling test limitation. Proved oil and natural gas reserves are the estimated quantities of oil and natural gas reserves that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under defined economic and operating conditions. The process of estimating quantities of proved reserves is very complex, requiring significant subjective decisions in the evaluation of all geological, engineering and economic data for each reservoir. The accuracy of a reserve estimate is a function of (i) the quality and quantity of available data; (ii) the interpretation of that data; (iii) the accuracy of various mandated economic assumptions; and (iv) the judgment of the persons preparing the estimate. The data for a given reservoir may change substantially over time as a result of numerous factors, including additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. Changes in oil and natural gas prices, operating costs and expected performance from a given reservoir also will result in revisions to the amount of our estimated proved reserves.

Our estimated proved reserves for the years ended December 31, 2025 and 2024 were prepared by NSAI, an independent oil and natural gas reservoir engineering consulting firm. For more information regarding reserve estimation, including historical reserve revisions, refer to Item 8. Consolidated Financial Statements and Supplementary Data-"Supplemental Oil and Gas Information (Unaudited)."

Depletion Expense

Our rate of recording depletion expense is primarily dependent upon our estimate of proved reserves, which is utilized in our unit-of-production method calculation. If the estimates of proved reserves were to be reduced, the rate at which we record depletion expense would increase, reducing net income. Such a reduction in reserves may result from calculated lower market prices, which may make it non-economic to drill for and produce higher cost reserves. At December 31, 2025, a five percent positive revision to proved reserves would decrease the depletion rate by approximately $0.52 per Boe and a five percent negative revision to proved reserves would increase the depletion rate by approximately $0.56 per Boe.

Full Cost Ceiling Test Limitation

Under the full cost method, we are subject to quarterly calculations of a ceiling or limitation on the amount of our oil and natural gas properties that can be capitalized on our balance sheet. If the net capitalized costs of our oil and natural gas properties exceed the cost center ceiling, we are subject to a ceiling test write-down to the extent of such excess. If required, it would reduce earnings and impact stockholders' equity in the period of occurrence and could result in lower amortization expense in future periods. The present value of our estimated proved reserves (discounted at 10%) is a major component of the ceiling calculation and represents the component that requires the most subjective judgments. However, the associated prices of oil and natural gas reserves that are included in the discounted present value of the reserves do not require judgment. The ceiling calculation dictates that we use the unweighted arithmetic average price of oil and natural gas as of the first day of each month for the 12-month period ending at the balance sheet date. If average oil and natural gas prices decline, it is possible that write-downs of our oil and natural gas properties could occur in the future. In addition to commodity prices, our production rates, levels of proved reserves, future development costs, transfers of unevaluated properties to our full cost pool, capital spending and other factors will determine our actual ceiling test calculation and impairment analyses in future periods.

Using the first-day-of-the-month average for the 12-months ended December 31, 2025 of the WTI crude oil spot price of $66.01 per barrel, adjusted by lease or field for quality, transportation fees, and regional price differentials, and the first-day-of-the-month average for the 12-months ended December 31, 2025 of the Henry Hub natural gas price of $3.39 per MMBtu, adjusted by lease or field for energy content, transportation fees, and regional price differentials, our ceiling test calculation did not generate an impairment at December 31, 2025, holding all other inputs and factors constant. Based on SEC prices as of March 1, 2026, the prices utilized in the first quarter 2026 full cost ceiling test limitation calculation will be $63.80 per barrel of oil and $3.72 per MMBtu of natural gas. Applying these first quarter 2026 prices and holding all other inputs constant to those used in the calculation of our December 31, 2025 ceiling test, no full cost ceiling limitation impairment is indicated for March 31, 2026. However, a full cost ceiling limitation impairment may still be realized in the future based on the outcome of numerous other factors such as declines in the actual trailing twelve-month SEC prices, production, lower commodity prices, changes in estimated future development costs and operating expenses, and other revisions to our proved reserves. Any such ceiling test impairments in the future could be material to our net earnings.

Future Development Costs

Future development costs include costs incurred to obtain access to proved reserves such as drilling costs and the installation of production equipment. Future abandonment costs include costs to dismantle and relocate or dispose of our production facilities, gathering systems and related structures and restoration costs. We develop estimates of these costs for each of our properties based upon their geographic location, type of production facility, well depth, currently available procedures and ongoing consultations with construction and engineering consultants. Because these costs typically extend many years into the future, estimating these future costs is difficult and requires management to make judgments that are subject to future revisions based upon numerous factors, including changing technology and the political and regulatory environment. We review our assumptions and estimates of future development and future abandonment costs on an annual basis. At December 31, 2025, a five percent increase in future development and abandonment costs would increase the depletion rate by approximately $0.25 per Boe and a five percent decrease in future development and abandonment costs would decrease the depletion rate by $0.26 per Boe.

Accounting for Derivative Instruments and Hedging Activities

We account for our derivative activities under the provisions of the Financial Accounting Standards Board's (the "FASB") Accounting Standards Codification ("ASC" Topic 815, Derivatives and Hedging ("ASC 815"). ASC 815 establishes accounting and reporting that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at fair value. From time to time, in accordance with our policy, we may hedge a portion of our forecasted oil and natural gas production. We elected to not designate any of our positions for hedge accounting. Accordingly, we record the net change in the mark-to-market valuation of these positions, as well as payments and receipts on settled contracts, in "Net gain (loss) on derivative contracts" on the consolidated statements of operations.

The Company's purchaser, gathering and/or processing, or transportation contracts have no net settlement provisions and no market mechanism to facilitate net settlement. As such, those contracts qualify for the normal purchase and normal sale exception under ASC 815.

Income Taxes

Our provision for income taxes includes both state and federal taxes. We account for income taxes using the asset and liability method wherein deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. We classify all deferred tax assets and liabilities, along with any related valuation allowance, as noncurrent on the consolidated balance sheets.

In assessing the need for a valuation allowance on our deferred tax assets, we consider possible sources of taxable income that may be available to realize the benefit of deferred tax assets, including projected future taxable income, the reversal of existing temporary differences, taxable income in carryback years and available tax planning strategies. We consider all available evidence (both positive and negative) in determining whether a valuation allowance is required. Based upon the evaluation of available evidence, a valuation allowance of $316.4 million has been applied against our deferred tax asset balance as of December 31, 2025.

ASC Topic 740, Income Taxes ("ASC 740") creates a single model to address accounting for the uncertainty in income tax positions and prescribes a minimum recognition threshold a tax position must meet before recognition in the financial statements. We apply significant judgment in evaluating our tax positions and estimating our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The actual outcome of these future tax consequences could differ significantly from these estimates, which could impact our financial position, results of operations and cash flows. The evaluation of a tax position in accordance with ASC 740 is a two-step process. The first step is a recognition process to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more likely than not recognition threshold, it is presumed that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. The second step is a measurement process whereby a tax position that meets the more likely than not recognition threshold is calculated to determine the amount of benefit/expense to recognize in the financial statements. The tax position is measured at the largest amount of benefit/expense that is more likely than not of being realized upon ultimate settlement.

Results of Operations

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The table below set forth financial information for the periods presented.

Years Ended

December 31,

In thousands (except per unit and per Boe amounts)

​ ​ ​

2025

2024

Operating revenues:

Oil

$

142,951

$

174,607

Natural gas

3,665

(2,213)

Natural gas liquids

18,346

20,822

Other

1,081

677

Total operating revenues

166,043

193,893

Operating expenses:

Production:

Lease operating

44,804

45,275

Workover and other

6,454

5,215

Taxes other than income

9,842

11,238

Gathering and other

43,742

54,117

General and administrative:

General and administrative

14,574

18,204

Stock-based compensation

48

152

Depletion, depreciation and accretion:

Depletion - Full cost

50,710

51,297

Depreciation - Other

351

638

Accretion expense

1,083

991

Asset impairment

1,072

18,511

Other income (expenses):

Net gain on derivative contracts

45,263

2,308

Interest expense and other

(26,747)

(14,956)

Loss on extinguishment of debt

-

(7,489)

Net income (loss)

$

11,879

$

(31,882)

Production:

Crude oil - MBbls

2,251

2,363

Natural gas - MMcf

7,452

7,814

Natural gas liquids - MBbls

922

971

Total MBoe(1)

4,415

4,636

Average daily production - Boe(1)

12,096

12,667

Average price per unit (2):

Crude oil price - Bbl

$

63.51

$

73.89

Natural gas price - Mcf

0.49

(0.28)

Natural gas liquids price - Bbl

19.90

21.44

Total per Boe(1)

37.36

41.68

Average cost per Boe:

Production:

Lease operating

$

10.15

$

9.77

Workover and other

1.46

1.12

Taxes other than income

2.23

2.42

Gathering and other

9.91

11.67

General and administrative:

General and administrative

3.30

3.93

Stock-based compensation

0.01

0.03

Depletion

11.49

11.06

(1) Determined using a ratio of six Mcf of natural gas to one barrel of oil, condensate, or NGLs based on approximate energy equivalency. This is an energy content correlation and does not reflect the value or price relationship between the commodities.
(2) Amounts exclude the impact of cash paid/received on settled contracts as we did not elect to apply hedge accounting.

Operating Revenues. Oil, natural gas and NGLs revenues were $165.0 million and $193.2 million for the years ended December 31, 2025 and 2024, respectively. The decrease of $28.3 million in revenue is primarily attributable to a $19.6 million decrease resulting from lower average realized prices and an $8.7 million decrease due to lower production volumes in 2025 compared to 2024. The amount we realize for our production depends predominantly upon commodity prices, which are affected by changes in market demand and supply, as impacted by overall economic activity, weather, transportation take-away capacity constraints, inventory storage levels, quality of production, basis differentials and other factors.

Production for the years ended December 31, 2025 and 2024 averaged 12,096 Boe/d and 12,667 Boe/d, respectively. Production is lower in 2025 compared with 2024 in total due largely to natural production declines on our existing producing wells and curtailed production resulting from the AGI Facility complications. In 2025, we put online 6.0 gross (5.6 net) operated wells while in 2024 we put online 4.0 gross (3.88 net) operated wells.

Lease Operating Expenses. Lease operating expenses were $44.8 million and $45.3 million for the years ended December 31, 2025 and 2024, respectively. On a per unit basis, lease operating expenses were $10.15 per Boe and $9.77 per Boe for the years ended December 31, 2025 and 2024, respectively. The increase year over year in lease operating expenses and on a per unit basis is primarily a result of an inflationary market increase in maintenance, power, and chemical costs.

Workover and Other Expenses. Workover and other expenses were $6.5 million and $5.2 million for the years ended December 31, 2025 and 2024, respectively. On a per unit basis, workover and other expenses were $1.46 per Boe and $1.12 per Boe for the years ended December 31, 2025 and 2024, respectively. The increased workover and other expenses in 2025 compared to 2024 relate to increased workover activity during 2025 and includes costs related to a non-recurring well cleanout program that meaningfully increased production on wells in which workovers were completed combined with a higher volume of electric submersible pump (or "ESP") maintenance during the year.

Taxes Other than Income. Taxes other than income were $9.8 million and $11.2 million for the years ended December 31, 2025 and 2024, respectively. Most production taxes are based on production volumes and realized prices at the wellhead. As revenues or volumes from oil and natural gas sales increase or decrease, production taxes on these sales also increase or decrease, as such, taxes other than income decreased due to the decrease in production volumes and revenues. On a per unit basis, taxes other than income were $2.23 per Boe and $2.42 per Boe for the years ended December 31, 2025 and 2024, respectively.

Gathering and Other Expenses. Gathering and other expenses were $43.7 million and $54.1 million for the years ended December 31, 2025 and 2024, respectively. On a per unit basis, gathering and other expenses were $9.91 per Boe and $11.67 per Boe for the years ended December 31, 2025 and 2024, respectively. Our gathering and other expenses are primarily driven by the amount and location of natural gas production, the concentration of H2S in our sour gas produced and the amounts paid to treat our sour gas volumes. The decrease in gathering and other expenses in total and on a per unit basis for the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily related to progress made at the central production facilities yielding lower labor and repair costs as well as increased throughput and overall production volumes being treated by the AGI Facility during 2025. Although the AGI Facility ceased operations on August 11, 2025, we were able to secure favorable treating rates at alternative facilities. The AGI Facility treated natural gas production from March 2024 to August 11, 2025. In January 2026, we were able to secure long-term alternative processing for our high concentration H2S production.

General and Administrative Expense. General and administrative expense was $14.6 million and $18.2 million for the years ended December 31, 2025 and 2024, respectively. The decrease in general and administrative expense for 2025 compared to 2024 is primarily associated with a decrease in nonrecurring costs related to the terminated merger and lower professional fees offset by an increase payroll and employee benefits costs. On a per unit basis, general and administrative expense were $3.30 per Boe and $3.93 per Boe for the years ended December 31, 2025 and 2024, respectively.

Depletion, Depreciation, and Amortization Expense. Depletion expense was $50.7 million and $51.3 million for the years ended December 31, 2025 and 2024, respectively. On a per unit basis, depletion expense was $11.49 per Boe and $11.06 per Boe for the years ended December 31, 2025 and 2024, respectively. Depletion for oil and natural gas

properties is calculated using the unit-of-production method, which depletes the capitalized costs of evaluated properties plus future development costs based on the ratio of production for the current period to total reserve volumes of evaluated properties as of the beginning of the period. The decrease of $0.6 million in depletion expense for the year ended December 31, 2025 compared to 2024 is primarily due to the decrease in production.The increase in our depletion rate for the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily due to decreased proved reserves relative to the change in future development costs associated with those reserves when comparing 2025 to 2024.

Asset impairment. Asset impairment totaled $1.1 million and $18.5 million for the years ended December 31, 2025 and 2024, respectively. During the fourth quarter of 2025, we concluded that the fair value of our equity method investment in WAT was less than the carrying value of the investment in unconsolidated affiliate asset recorded on our consolidated balance sheet and recorded an impairment of $1.1 million to reduce the carrying value of the investment in unconsolidated affiliate asset to zero as of December 31, 2025. During the fourth quarter of 2024, Caracara delivered a demand notice disputing our claims, indicating that the carrying value of the previously recorded contract asset may not be recoverable and as a result, we recognized $18.5 million of impairment of charges to reduce the carrying value of the contract asset to zero as of December 31, 2024.

Net gain on derivative contracts. We enter into derivative commodity instruments to economically hedge our exposure to price fluctuations on our anticipated oil and natural gas production. Consistent with prior years, we have elected not to designate any positions as cash flow hedges for accounting purposes. Accordingly, we recorded the net change in the mark-to-market value of these derivative contracts in the consolidated statements of operations. We recorded a net derivative gain of $45.3 million ($29.5 million net gain on unsettled contracts and $15.8 million net gain on settled contracts) for the year ended December 31, 2025 and a net derivative gain of $2.3 million ($11.1 million net gain on unsettled contracts and $8.8 million net loss on settled contracts) for the year ended December 31, 2024. At December 31, 2025, we had a $23.5 million derivative asset, $16.1 million of which was classified as current, and we had a $2.3 million derivative liability, $0.6 million of which was classified as current.

Interest Expense and Other. Interest expense and other was $26.7 million and $15.0 million for the years ended December 31, 2025 and 2024, respectively. Interest expense and other was higher for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to interest expense and other including the receipt of a $10.0 million payment during 2024 for the merger termination. Our weighted average interest rate for the year ended December 31, 2025, was approximately 12.05%. For the first quarter of 2026, we anticipate our interest rate will be 11.57% on outstanding borrowings.

Recently Issued Accounting Pronouncements

We discuss recently adopted and issued accounting standards in Item 8. Consolidated Financial Statements and Supplementary Data-Note 1, "Financial Statement Presentation and Summary of Significant Accounting Policies."

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