Acquisitions

9 Months Ended

Sep. 30, 2025

Note 3 – Acquisitions

Bayswater Acquisition

On February 6, 2025, the Company and certain of its subsidiaries entered into a Purchase and Sale Agreement (the “Bayswater PSA”) with Bayswater Resources, LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP, and Bayswater Exploration & Production, LLC (collectively, “Bayswater”), pursuant to which it agreed to acquire certain oil and natural gas assets (the “Bayswater Assets”) from Bayswater for a purchase price of $602.8 million, subject to certain closing price adjustments, payable in cash and 3,656,099 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) (the “Equity Consideration” and collectively, the “Bayswater Acquisition”).

The Company closed the Bayswater Acquisition effective March 26, 2025 and paid Bayswater cash for the as-adjusted closing purchase price of approximately $482.5 million, $15.0 million of which was deposited in escrow pending the Company’s acquisition of additional working interest (the “Additional Working Interest Acquisition”), which Bayswater acquired and assigned to the Company on April 11, 2025, and issued the Equity Consideration to Bayswater (collectively, the “Bayswater Purchase Price”). The Company funded the cash portion of the Bayswater Purchase Price with cash on hand, the proceeds from the issuance of Common Stock in a public offering, the proceeds from the issuance of the Series F Preferred Stock, and borrowings under its Credit Facility (as defined herein). Refer to Note 14 – Stockholders’ Equity for a discussion of the issuance of Common Stock, Note 13 – Mezzanine Equity for a discussion of the issuance of Series F Preferred Stock, and Note 10 – Debt for a discussion of the Credit Facility. On June 6, 2025, the Company received an interim settlement payment from Bayswater of $30.7 million, $16.1 million of which related to the time period between the post effective date to the close date of the acquisition, resulting in a decrease to the purchase price. The Company completed the final settlement with Bayswater on October 15, 2025, which resulted in the seller paying the Company $31.7 million, as such, the Company will finalize the purchase accounting for the Bayswater acquisition in the fourth quarter of 2025.

The Bayswater Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The estimated fair value of the consideration paid by the Company and the allocation of that amount to the underlying assets acquired and liabilities assumed, on a relative fair value basis, are recorded on the Company’s books as of March 26, 2025, the closing date of the Bayswater Acquisition. Additionally, costs directly related to the Bayswater Acquisition are capitalized as a component of the Bayswater Purchase Price. The preliminary allocation of the total Bayswater Purchase Price in the Bayswater Acquisition, on a relative fair value basis, is based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities assumed as of the closing date using currently available information.

The following table presents the preliminary allocation of the Bayswater Purchase Price, as adjusted for the closing of the Additional Working Interest Acquisition, the interim settlement statement on June 6, 2025, and certain items included on the final settlement statement, which impacted the third quarter of 2025. The Company completed the final settlement with Bayswater on October 15, 2025, which resulted in the seller paying the Company $31.7 million, as such, the Company will finalize the purchase accounting for the Bayswater acquisition in the fourth quarter of 2025.

Preliminary Purchase Price Allocation:	(In thousands)
Consideration:
Cash consideration ⁽¹⁾	$	466,402
Common stock issued to the sellers ⁽²⁾		16,000
Direct transaction costs ⁽³⁾		7,094
Total consideration	$	489,496

Assets acquired:
Oil and natural gas properties ⁽⁴⁾	$	516,648
Other assets		29,031
Acquisition receivable ⁽⁵⁾		14,685
	$	560,364
Liabilities assumed:
Accounts payable and accrued expenses ⁽⁶⁾	$	(68,540	)
Asset retirement obligation, long-term		(2,328	)
	$	(70,868	)

⁽¹⁾	Includes customary purchase price adjustments.

⁽²⁾	Represents approximately 3.7 million shares of Common Stock issued to Bayswater.

⁽³⁾

Represents transaction costs associated with the Bayswater Acquisition, which have been capitalized in accordance with ASC 805, $6.0 million of which are unpaid as of September 30, 2025 and are presented in accrued liabilities on the condensed consolidated balance sheet as of September 30, 2025 and as non-cash on the condensed consolidated statement of cash flows for the nine months ended September 30, 2025.

⁽⁴⁾	Includes the asset retirement obligation asset associated with the proved oil and natural gas properties.

⁽⁵⁾	Represents the remaining February 1 through March 25, 2025 revenue, net of operating expenses, which was received by the Company from Bayswater at final settlement on October 15, 2025.

⁽⁶⁾	Represents the amounts associated with the assets acquired in the Bayswater Acquisition unpaid at the closing date and primarily relates to ad valorem tax liabilities of $27.1 million and suspended revenues of $40.8 million.

The consideration is allocated to the assets acquired and liabilities assumed on a relative fair value basis. The fair value measurements of assets acquired and liabilities assumed, on a relative fair value basis, are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of oil and gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation. Significant inputs to the valuation of oil and gas properties include estimates of: (i) reserves, (ii) future operating and development costs, (iii) future commodity prices, (iv) future plugging and abandonment costs, (v) estimated future cash flows, and (vi) a market—based weighted average cost of capital rate. These inputs require significant judgments and estimates and are the most sensitive and subject to change.

Other 2025 Acquisitions

On July 2, 2025, the Company entered into an agreement to acquire certain assets from Edge Energy II LLC (“Edge Energy”) for a total purchase price of $12.5 million, subject to certain closing adjustments, payable in cash (the “Edge Acquisition”), subject to certain closing price adjustments, payable in cash (the “Edge Purchase Price”). Pursuant to the Edge Acquisition, the Company acquired 47 operated and non-operated wells on approximately 11,000 net acres. The Company closed the Edge Acquisition on July 3, 2025 and funded the transaction by borrowing on its Credit Facility (as defined herein). The Company finalized the purchase accounting for the Edge Acquisition in September 2025.

On August 8, 2025, the Company completed its third acquisition from Exok (as defined herein), acquiring approximately 5,500 net acres for $1.6 million (the “Third Exok Acquisition”). Refer to Note 15 – Common Stock Options and Warrants for a discussion of the First Exok Acquisition and Second Exok Acquisition.

NRO Acquisition

On January 11, 2024, the Company entered into an asset purchase agreement (the “NRO Agreement”) with Nickel Road Development LLC, Nickel Road Operating, LLC, (“NRO”) and Prairie LLC to acquire certain assets owned by NRO (the “Central Weld Assets”) for total consideration of $94.5 million (the “NRO Purchase Price”), subject to certain closing price adjustments and other customary closing conditions (the “NRO Acquisition”). The NRO Purchase Price consisted of $83.0 million in cash and $11.5 million in deferred cash payments. The Company deposited $9.0 million of the NRO Purchase Price into an escrow account on January 11, 2024 (the “Deposit”). On August 15, 2024, the Company and NRO agreed to amend certain terms of the NRO Agreement, pursuant to which the total consideration of the NRO Acquisition was reduced to $84.5 million cash, subject to certain closing price adjustments and other customary closing conditions, and the parties agreed to remove the deferred cash payments. Additionally on August 15, 2024, $6.0 million of the Deposit was released to NRO and the remaining $3.0 million was returned to the Company.

On October 1, 2024, the Company closed the NRO Acquisition and paid $49.6 million to NRO in cash, using cash on hand, the proceeds from the issuance of Common Stock, and a portion of the proceeds from the issuance of the Senior Convertible Note. Refer to Note 10 – Debt for a discussion of the Senior Convertible Note and to Note 14 – Stockholders’ Equity for a discussion of the issuance of Common Stock. The Company completed the final settlement with NRO in December 2024, which resulted in a final purchase price of $55.5 million.

The NRO Acquisition was accounted for as an asset acquisition in accordance with ASC 805. The estimated fair value of the consideration paid by the Company and the allocation of that amount to the underlying assets acquired, on a relative fair value basis, were recorded on the Company’s books as of October 1, 2024, the closing date of the NRO Acquisition. Additionally, costs directly related to the NRO Acquisition were capitalized as a component of the NRO Purchase Price.

The following table presents the allocation of the NRO Purchase Price, adjusted for the final settlement:

Purchase Price Allocation:	(In thousands)
Consideration:
Cash consideration ⁽¹⁾	$	49,270
Deposits on oil and natural gas properties ⁽²⁾		6,000
Direct transaction costs ⁽³⁾		239
Total consideration	$	55,509

Assets acquired:
Oil and natural gas properties ⁽⁴⁾	$	63,591
Prepaid expenses, third-party JIB receivable, and other		104
	$	63,695
Liabilities assumed:
Accounts payable and accrued expenses ⁽⁵⁾	$	(7,965	)
Asset retirement obligation, long-term		(221	)
	$	(8,186	)

⁽¹⁾	Includes the final settlement statement payment of $0.3 million from NRO to the Company.

⁽²⁾	Represents the Deposit paid by the Company to NRO.

⁽³⁾	Represents transaction costs associated with the NRO Acquisition which have been capitalized in accordance with ASC 805.

⁽⁴⁾	Includes the asset retirement obligation asset associated with the proved oil and natural gas properties.

⁽⁵⁾	Represents the amounts associated with the assets acquired in the NRO Acquisition unpaid at the closing date and primarily relates to ad valorem tax liabilities of $6.6 million and suspended revenues of $1.2 million.