Filed 2026-03-16 · Period ending 2025-12-31 · 70,434 words · SEC EDGAR
# W&T OFFSHORE INC (WTI) — 10-K **Filed:** 2026-03-16 **Period ending:** 2025-12-31 **Accession:** 0001104659-26-028315 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1288403/000110465926028315/) **Origin leaf:** 7d03176878642ab7230a0a81fca0af0dc1d782419eb72dc14af7d4ab891b2645 **Words:** 70,434 --- **Table of Contents UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **WASHINGTON, D.C. 20549** **Form****10-K** | | | | | | ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 | | For the fiscalyear ended December31,2025 or | | | | | | TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 | | For the transition period from to Commission File Number 1-32414 ***W&T OFFSHORE,INC.** **(Exact name of registrant as specified in its charter)** | | | | | | Texas | | 72-1121985 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) | | | | | | | 5718 Westheimer Road, Suite700 Houston, Texas | | 77057-5745 | | | (Address of principal executive offices) | | (Zip Code) | | Registrants telephone number, including area code: **(****713****)****626-8525** | | | | | | | | Securities registered pursuant to Section 12(b)of the Act: | | | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common Stock, par value $0.00001 | WTI | New York Stock Exchange | | Securities Registered pursuant to Section12(g)of the Act: **None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days. YesNo Indicate by check mark whether the registrant has submitted electronically every interactive data file required to be submitted pursuant to Rule405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule12b-2 of the Exchange Act. | | | | | | | Largeacceleratedfiler | | Acceleratedfiler | | | | Non-accelerated filer | | Smallerreportingcompany | | | | | | Emerging growth company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section404(b)of Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). YesNo The aggregate market value of the registrants common stock held by non-affiliates was approximately $162,137,940 based on the closing sale price of $1.65 per share as reported by the New York Stock Exchange on June30, 2025. The number of shares of the registrants common stock outstanding on February28, 2026was 148,777,698. **DOCUMENTS INCORPORATED BY REFERENCE** Portions of the registrants Proxy Statement relating to the Annual Meeting of Shareholders, to be filed within 120days of the end of the fiscalyear covered by this report, are incorporated by reference into PartIII of this Form10-K. Table of Contents **W&T OFFSHORE,INC.** **TABLE OF CONTENTS** | | | | | | Page | | | Cautionary Statement Regarding Forward-Looking Statements | ii | | | Summary of Risk Factors | v | | | Glossary | vii | | | | | | | | PARTI | | | | | Item1. | Business | 1 | | | Item1A. | Risk Factors | 11 | | | Item1B. | Unresolved Staff Comments | 32 | | | Item 1C. | Cybersecurity | 32 | | | Item2. | Properties | 33 | | | Item3. | Legal Proceedings | 39 | | | Item4. | Mine Safety Disclosures | 39 | | | | | | | | PARTII | | | | Item5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 39 | | | Item6. | [Reserved] | 40 | | | Item7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 40 | | | Item7A. | Quantitative and Qualitative Disclosures About Market Risk | 54 | | | Item8. | Financial Statements and Supplementary Data | 55 | | | Item9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 97 | | | Item9A. | Controls and Procedures | 97 | | | Item9B. | Other Information | 97 | | | Item9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 98 | | | | | | | | PARTIII | | | | Item10. | Directors, Executive Officers and Corporate Governance | 98 | | | Item11. | Executive Compensation | 98 | | | Item12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 98 | | | Item13. | Certain Relationships and Related Transactions, and Director Independence | 98 | | | Item14. | Principal Accountant Fees and Services | 98 | | | | | | | | PARTIV | | | | Item15. | Exhibits and Financial Statement Schedules | 99 | | | Item16. | Form 10-K Summary | 102 | | | | | | | | Signatures | 103 | | i Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K (Form10-K) contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements, other than statements of historical fact included in this Form 10-K, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements.These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us.If the risks or uncertainties materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements and assumptions. Known material risks that may affect our financial condition and results of operations are discussed in Item1A. Risk Factors*, and market risks are discussed in Item7A. *Quantitative and Qualitative Disclosures About Market Risk*, of this Form10-K and may be discussed or updated from time to time in subsequent reports filed with the SEC. When used in this Form 10-K, the words could, believe, anticipate, intend, estimate, expect, project, forecast, may, objective, plan, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We assume no obligation, nor do we intend, to update these forward-looking statements, unless required by law. Unless the context requires otherwise, references in this Form10-K to W&T, we, us, our and the Company refer to W&T Offshore,Inc. and its consolidated subsidiaries. The information included in this Form 10-K includes forward-looking statements that involve risks and uncertainties that could materially affect our expected results of operations, liquidity, cash flows and business prospects. Such statements specifically include our expectations as to our future financial position, liquidity, cash flows, results of operations and business strategy, potential acquisition opportunities, other plans and objectives for operations, capital for sustained production levels, expected production and operating costs, reserves, hedging activities, capital expenditures, return of capital, improvement of recovery factors and other guidance. Actual results may differ from anticipated results, sometimes materially, and reported results should not be considered an indication of future performance. For any such forward-looking statement that includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while we believe such assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results, sometimes materially. Factors (but not necessarily all the factors) that could cause results to differ include, among others: | | the regulatory environment, including availability or timing of, and conditions imposed on, obtaining and/or maintaining permits and approvals, including those necessary for drilling and/or development projects; | | | | the impact of current, pending and/or future laws and regulations, and of legislative and regulatory changes and other government activities, including those related to permitting, drilling, completion, well stimulation, operation, maintenance or abandonment of wells or facilities, managing energy, water, land, greenhouse gases or other emissions, protection of health, safety and the environment, or transportation, marketing and sale of our products; | | | | inflation levels; | | | | global economic trends, geopolitical risks and general economic and industry conditions, such as the global supply chain disruptions and the government interventions into the financial markets and economy in response to inflation levels and world health events; | | | | volatility of oil, NGL and natural gas prices; | | | | the global energy future, including the factors and trends that are expected to shape it, such as concerns about climate change and other air quality issues, the transition to a low-emission economy and the expected role of different energy sources; | | ii [Table of Contents](#TOC) | | supply of and demand for oil, NGLs and natural gas, including due to the actions of foreign producers, importantly including OPEC and other major oil producing companies (OPEC+) and change in OPEC+s production levels; | | | | disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver our oil and natural gas and other processing and transportation considerations; | | | | inability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures, meet our working capital requirements or fund planned investments; | | | | price fluctuations and availability of natural gas and electricity; | | | | our ability to use derivative instruments to manage commodity price risk; | | | | our ability to meet our planned drilling schedule, including due to our ability to obtain permits on a timely basis or at all, and to successfully drill wells that produce oil and natural gas in commercially viable quantities; | | | | uncertainties associated with estimating proved reserves and related future cash flows; | | | | our ability to replace our reserves through exploration and development activities; | | | | drilling and production results, lowerthanexpected production, reserves or resources from development projects or higherthanexpected decline rates; | | | | our ability to obtain timely and available drilling and completion equipment and crew availability and access to necessary resources for drilling, completing and operating wells; | | | | changes in tax laws; | | | | effects of competition; | | | | uncertainties and liabilities associated with acquired and divested assets; | | | | our ability to make acquisitions and successfully integrate any acquired businesses; | | | | asset impairments from commodity price declines; | | | | large or multiple customer defaults on contractual obligations, including defaults resulting from actual or potential insolvencies; | | | | geographical concentration of our operations; | | | | the creditworthiness and performance of our counterparties with respect to our hedges; | | | | impact of derivatives legislation affecting our ability to hedge; | | | | failure of risk management and ineffectiveness of internal controls; | | | | catastrophic events, including tropical storms, hurricanes, earthquakes, pandemics or other world health events; | | | | environmental risks and liabilities under U.S. federal, state, tribal and local laws and regulations (including remedial actions); | | | | potential liability resulting from pending or future litigation; | | | | our ability to recruit and/or retain key members of our senior management and key technical employees; | | | | information technology failures or cyberattacks; | | | | governmental actions and political conditions, as well as the actions by other third parties that are beyond our control; | | | | our ability to obtain surety bonds on commercially reasonable terms; expected collateral requirements under existing or future surety agreements; market factors impacting the availability of surety bonds; | | | | the amount of collateral required to be posted from time to time in our hedging transactions, letters of credit, surety bonds and other secured debt; and | | | | the impact of any prolonged federal government shutdown or lapse in federal appropriations that could disrupt our operations and future drilling plans and opportunities. | | Reserve engineering is a process of estimating underground accumulations of oil, NGLs and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities, or changes in commodity prices, may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, oil and NGLs that are ultimately recovered. iii [Table of Contents](#TOC) All forward-looking statements, expressed or implied, included in this Form 10-K are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. iv [Table of Contents](#TOC) SUMMARY RISK FACTORS The following is a summary of the principal risks described in more detail under Part I, Item 1A. *Risk Factors*, in this Form 10-K. Market and Competitive Risks | | Oil, NGL and natural gas prices can fluctuate widely due to a number of factors that are beyond our control. | | | | If oil, NGL and natural gas prices decrease from their current levels, we may be required to further reduce the estimated volumes and future value associated with our total proved reserves or record impairments to the carrying values of our oil and natural gas properties. | | | | Commodity derivative positions may limit our potential gains. | | | | Competition for oil and natural gas properties and prospects is intense; some of our competitors have larger financial, technical and personnel resources that may give them an advantage in evaluating and obtaining properties and prospects. | | | | Market conditions or operational impediments may hinder our access to oil and natural gas markets or delay our production. | | | | If we are forced to shut-in production, we will likely incur greater costs to bring the associated production back online, and will be unable to predict the production levels of such wells once brought back online. | | Operating Risks | | Production periods and relatively short reserve lives for our Gulf of America properties may subject us to higher reserve replacement needs and may impair our ability to reduce production during periods of low oil, NGL and natural gas prices. | | | | We are not insured against all of the operating risks to which our business is exposed. | | | | We conduct exploration, development and production operations on the deep shelf and in the deepwater of the Gulf of America, which presents unique operating risks. | | | | We may not be in a position to control the timing of development efforts, associated costs or the rate of production of the reserves from our non-operated properties. | | | | We are subject to numerous risks inherent to the exploration and production of oil and natural gas. | | | | We are subject to drilling and other operational hazards. | | | | The geographic concentration of our properties in the Gulf of America subjects us to an increased risk of loss of revenues or curtailment of production from factors specifically affecting the Gulf of America, including hurricanes. | | | | A significant portion of our production, revenue and cash flow is concentrated in our Mobile Bay Properties. | | | | New technologies may cause our current exploration and drilling methods to become obsolete, and we may not be able to keep pace with technological developments in our industry. | | | | Estimates of our proved reserves depend on many assumptions that may turn out to be inaccurate. | | | | Prospects that we decide to drill may not yield oil or natural gas in commercial quantities or quantities sufficient to meet our targeted rates of return. | | | | We may not realize all of the anticipated benefits from our future acquisitions. | | | | Our future acquisitions and divestitures could expose us to potentially significant liabilities, including plugging and abandonment and decommissioning liabilities. | | | | Our operations could be adversely impacted by security breaches, including cybersecurity breaches, which could affect the systems, processes and data needed to run our business. | | | | Acquisitions and emerging technologies may increase our cybersecurity risk. | | | | The loss of members of our senior management could adversely affect us. | | | | There may be circumstances in which the interests of significant stockholders could conflict with the interests of our other stockholders. | | Capital Risks | | Our debt level could negatively affect our financial condition, results of operations and business prospects. | | v [Table of Contents](#TOC) | | Our debt agreements contain restrictions that limit our abilities to incur certain additional debt or liens or engage in other transactions, which could limit growth and our ability to respond to changing conditions. | | | | We have significant capital needs to conduct our operations and replace our production, and our ability to access the capital and credit markets to raise capital or refinance our existing indebtedness on favorable terms may be limited by industry conditions and financial markets. | | | | If we default on our secured debt, the value of the collateral securing our secured debt may not be sufficient to ensure repayment of all such debt. | | | | We may not be able to repurchase the 10.75% Senior Second Lien Notes upon a change of control. | | | | We may be required to post cash collateral pursuant to our agreements with sureties under our existing or future bonding arrangements, which could have a material adverse effect on our liquidity and our ability to execute our capital expenditure plan, our asset retirement obligations (ARO) plan and comply with our existing debt instruments. | | Legal, Government and Regulatory Risks | | We are subject to numerous environmental, health and safety regulations which are subject to change and may also result in material liabilities and costs. | | | | We may be unable to provide financial assurances in the amounts and under the time periods required by the BOEM if the BOEM submits future demands to cover our decommissioning obligations. | | | | Additional deepwater drilling laws, regulations and other restrictions, delays and other offshore-related developments in the Gulf of America may have a material adverse effect on our business, financial condition, or results of operations. | | | | Our estimates of future ARO may vary significantly from period to period, and unanticipated decommissioning costs could materially adversely affect our future financial position and results of operations. | | | | We are subject to numerous laws, rules, regulations and policies that can adversely affect the cost, manner or feasibility of doing business. | | | | We are subject to laws, rules, regulations and policies regarding data privacy and security. | | | | The Inflation Reduction Act of 2022 could accelerate the transition to a low-carbon economy and could impose new costs on our operations. | | | | Changes in U.S. trade policy and the impact of tariffs may have a negative effect on our business, financial condition and results of operations. | | | | A prolonged government shutdown or lapse in federal appropriations could disrupt our offshore operations and delay required regulatory approvals. | | | | We are subject to risks arising from climate change, including risks related to energy transition, which could result in increased costs and reduced demand for the oil and natural gas we produce and physical risks which could disrupt our production and cause us to incur significant costs in preparing for or responding to those effects. | | | | Attention to environmental, social and governance (ESG) matters may impact our business. | | | | Certain U.S. federal income tax deductions currently available with respect to oil and natural gas exploration and development may be eliminated as a result of future legislation. | | | | Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations. | | | | Our articles of incorporation and bylaws, as well as Texas law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock. | | | | While we paid quarterly dividends during 2025, there can be no assurance that we will pay dividends in the future. | | vi [Table of Contents](#TOC) GLOSSARY The following are abbreviations and definitions of certain terms used in this Annual Report on Form10-K. *Bbl*. One stock tank barrel or 42 United States gallons liquid volume. *Bcf*. Billion cubic feet, typically used to describe the volume of natural gas. *Boe*. Barrel of oil equivalent determined using the ratio of six Mcf of natural gas to one barrel of oil or condensate. *Boe/d*. Barrel of oil equivalent per day. *BOEM*. Bureau of Ocean Energy Management. *BSEE*. Bureau of Safety and Environmental Enforcement. *Btu.*British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water one degree Fahrenheit. *Completion.*The installation of permanent equipment for the production of oil or natural gas. *Conventional shelf*. Water depths less than 500 feet. *Deep shelf*. Water depths greater than 500 feet and less than 15,000 feet. *Deepwater*. Water depths greater than 500 feet. *DOI*. Department of the Interior. *Development*. The phase in which petroleum resources are brought to the status of economically producible by drilling developmental wells and installing appropriate production systems. *Development well*. A well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive. *Dry hole.*A well that proves to be incapable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas well. *Economically producible*. Refers to a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. *Exploratory well*. A well drilled to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well. *Extension well*. A well drilled to extend the limits of a known reservoir. *Field*. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature or stratigraphic condition. *Gross acres*or*gross wells*. The total acres or wells, as the case may be, in which a working interest is owned. *MBbls*. One thousand barrels of crude oil or other liquid hydrocarbons. *MBoe*. One thousand barrels of oil equivalent. *Mcf*. One thousand cubic feet, typically used to describe the volume of a gas. vii [Table of Contents](#TOC) *MMBbls*. One million barrels of crude oil or other liquid hydrocarbons. *MMBoe*. One million barrels of oil equivalent. *MMBtu*. One million British thermal units. *MMcf*. One million cubic feet, typically used to describe the volume of a gas. *Natural gas.*A combination of light hydrocarbons that, in average pressure and temperature conditions, are found in a gaseous state.In nature, it is found in underground accumulations and may potentially be dissolved in oil or may also be found in a gaseous state. *Net acres or net wells*. The sum of the fractional working interests owned in gross acres or gross wells, as the case may be. *NGLs*. Natural gas liquids. Hydrocarbons which can be extracted from wet natural gas and become liquid under various combinations of pressure and temperature. NGLs consist primarily of ethane, propane, butane and natural gasoline. *NYMEX.* The New York Mercantile Exchange. *NYMEX Henry Hub.*Henry Hub is the major exchange for pricing natural gas futures on the New York Mercantile Exchange. *Oil*. Crude oil and condensate. *OCS.*Outer continental shelf. *ONRR*. Office of Natural Resources Revenue. The agency performs the offshore royalty and revenue management functions of the former Minerals Management Service. *OPEC+*. Organization of Petroleum Exporting Countries and other state controlled companies. *Productive well*. A well that is found to have economically producible hydrocarbons. *Proved developed reserves*. Proved reserves of any category that can be expected to be recovered: (i)through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii)through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. The SEC provides a complete definition of developed oil and gas reserves in Rule 4-10(a)(6) of Regulation S-X. *Proved reserves*. Those quantities of oil, NGLs and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically produciblefrom a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulationsprior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. The SEC provides a complete definition of proved reserves in Rule4-10(a)(22) of Regulation S-X. *Proved undeveloped reserves (PUDs)*. Proved reserves of any category that are expected to be recovered from future wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. The SEC provides a complete definition of undeveloped reserves in Rule 4-10(a)(31) of Regulation S-X. *PV-10*. The present value of estimated future revenues, discounted at 10% annually, to be generated from the production of proved reserves determined in accordance with SEC guidelines, net of estimated production and future viii [Table of Contents](#TOC) development costs, using prices and costs as of the date of the estimation without future escalation. PV-10 excludes cash flows for asset retirement obligations, general and administrative expenses, derivatives, debt service and income taxes. *Recompletion*. The completion for production of an existing well bore in another formation from that which the well has been previously completed. *Reservoir*. A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reserves. *SEC pricing*. The unweighted average first-day-of-the-month commodity price for crude oil and natural gas for each month within the twelve-month period preceding the reported period, adjusted by lease for market differentials (quality, transportation fees, energy content and regional price differentials). The SEC provides a complete definition of pricing in Modernization of Oil and Gas Reporting (Final Rule, Release Nos. 33-8995; 34-59192). *Standardized measure of discounted future net cash flows.*The discounted future net cash flows related to estimated proved reserves based on prices used in estimating the reserves, year-end costs, and statutory tax rates, at a 10 percent annual discount rate. See*Financial Statements and Supplementary Data Note17 Supplemental Oil and Gas Disclosures*under PartII, Item8 in this Form10-K for additional information regarding this calculation. *Unproved properties*. Properties with no proved reserves. *WTI.* West Texas Intermediate grade crude oil.**A light crude oil produced in the United States with an American Petroleum Institute gravity of approximately 38-40 and the sulfur content is approximately 0.3%. ix [Table of Contents](#TOC) PARTI ITEM1. BUSINESS W&T Offshore,Inc. (we, our or us) is a publicly held Texas corporation. We are an independent oil and natural gas producer with substantially all our operations offshore in the Gulf of America. We are active in the acquisition, exploration and development of oil and natural gas properties. We operate in one reportable segment. Since our founding in 1983 by our Chairman and Chief Executive Officer, Tracy Krohn, we have developed significant technical expertise in finding and developing properties in the Gulf of America with existing production which provide the best opportunity to achieve a return on our invested capital. We have successfully discovered and produced properties on the conventional shelf and in the deepwater across the Gulf of America. We have continuallygrown our footprint in the Gulf of America through acquisitions, exploration and development. As of December31,2025, we held working interests in 49offshore producing fields in federal and state waters. Our producing fields are located in federal and state waters in the Gulf of America in water depths ranging from less than 10 feet to up to 7,300 feet. The reservoirs in our offshore fields are generally characterized as having high porosity and permeability, with higher initial production rates relative to other domestic reservoirs. Our acreage, well,production and reserves information are described in more detail under PartI, Item2. *Properties,* in this Form10-K. Business Strategy The Gulf of America offers unique advantages, and we are uniquely positioned to create value with a diverse portfolio in valuable shelf, deep shelf and deepwater projects. Our diverse portfolio of operations in the Gulf of America enables stacked pay development, attractive primary production, and recompletion opportunities. We use advanced seismic and geoscience tools to execute successful drilling projects. In managing our business, we are focused on optimizing production and increasing reserves in a profitable and prudent manner, while managing cash flows to meet our obligations and investment needs. Our goal is to pursue lower risk, high rate of return projects and develop oil and natural gas resources that allow us to grow our production, reserves and cash flow in a capital efficient manner, and organically enhance the value of our assets helping to ensure the long-term sustainability of our business. We follow a proven and consistent business strategy: | | Focus on free cash flow generation. Our strong production base and cost optimization has generated steady free cash flows. The Gulf of America is an area where we have developed significant technical expertise and where high production rates associated with hydrocarbon deposits have historically provided us the best opportunity to achieve high rates of return on our invested capital. | | | | Maintain and optimize high-quality conventional asset base with low decline. We generate incremental production from probable reserves and possible reserves due to natural drive mechanisms. Typical fields with high-quality sands offer mechanisms superior to primary depletion and they often enjoy incremental reserve adds annually. Fewer conventional wells are required to develop these fields. While we continue to utilize proven techniques and technologies, we will also continuously seek efficiencies in our drilling, completion and production techniques in order to optimize ultimate resource recoveries, rates of return and cash flows. | | | | Capitalize on unique and accretive acquisition opportunities. We strategically pursue the acquisition of compelling producing assets that generate cash flows at attractive valuations with upside potential and optimization opportunities. We may also use our capital flexibility to pursue value-enhancing, bolt-on acquisitions to opportunistically improve our positions in existing assets. | | 1 [Table of Contents](#TOC) | | Reduce costs to improve margins. We grow in opportunistic ways as we manage our balance sheet prudently andreinvestfree cash flow. Our existing portfolio of 200 structures (142 of which we operate) provides a key advantage when evaluating and developing prospect opportunities and serves to reduce capital expenditures and maximize our returns on capital expenditures. | | | | Preserve ample liquidity and maintain financial flexibility. By operating within our free cash flow, we are able to improve liquidity and optimize our balance sheet. | | | | Maintain safety, sustainability and corporate responsibility as key principles for operations across all areas of our business. We are focused on maintaining high standards of safety, environmental responsibility and corporate citizenship across all elements of our business. We closely monitor safety performance and consistently take steps to improve our performance. We strive to execute our business plan while simultaneously minimizing our environmental footprint, including emissions, potential spills and other impacts. Production from the Gulf of America continues to provide some of the lowest greenhouse gas (GHG) emissions intensity due to the nature of subsea wells and established offshore pipelines, and we continue to strive to lower our GHG emissions. Finally, we aim to be a good corporate citizen in the regions and communities where we operate. | | We intend to execute the following elements of our business strategy in order to achieve our strategic goals: | | Exploit existing and acquired properties to add additional reserves and production; | | | | Explore for reserves on our extensive acreage holdings and in other areas of the Gulf of America; | | | | Acquire reserves with substantial upside potential and additional leasehold acreage complementary to our existing acreage position at attractive prices; | | | | Continue to manage our balance sheet in a prudent manner and continue our track record of financial flexibility in any commodity price environment; and | | | | Carry out our business strategy in a safe and socially responsible manner. | | We continually monitor current and forecasted commodity prices to assess if changes to our plans are needed. Our significant inside ownership ensures that executive managements interests are highly aligned with those of our shareholders, thus incentivizing executive management to maximize value and mitigate risk in executing our business strategy, generating shareholder value. Competition The oil and natural gas industry is highly competitive. We encounter strong competition from numerous entities, including major domestic and foreign oil companies, other independent oil and natural gas companies and individual producers and operators, in acquiring oil and natural gas properties, contracting for drilling equipment and securing trained personnel. Many of these competitors are large, well-established companies that have financial and other resources substantially greater than ours. As a result, our competitors may be better able to withstand the financial pressures of significant declines in oil and natural gas prices, unsuccessful drill attempts, delays, sustained periods of volatility in financial markets and generally adverse global and industry-wide economic conditions, and may have a greater ability to provide the extensive regulatory financial assurances required for offshore properties and to absorb the burdens from changes in applicable laws and regulations. As a smaller oil and natural gas company, however, we have greater flexibility in decision making, can adapt quicker to market changes, have the potential for higher profit margins on smaller projects and have the opportunity to develop innovative strategies without the constraints of large-scale operations. 2 [Table of Contents](#TOC) Oil and Natural Gas Marketing and Delivery Commitments The market for our oil, NGL and natural gas production depends on factors beyond our control, including the extent of domestic production and imports of oil, NGLs and natural gas; the proximity and capacity of natural gas pipelines and other transportation facilities; the demand for oil, NGLs and natural gas; the marketing of competitive fuels; and the effect of state and federal regulation. The oil and natural gas industry also competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers. We sell our oil, NGLs and natural gas to third-party customers. The terms of sale under the majority of existing contracts are short-term, usually one year or less in duration. The prices received for oil, NGL and natural gas sales are generally tied to monthly or daily indices as quoted in industry publications. We are not dependent upon, or contractually limited to, any one customer or small group of customers. In 2025, BP Products North America and Shell Trading (US) Company accounted for 33% and 17%, respectively, of our revenues from sales of oil, NGLs and natural gas. Given the commoditized nature of the products we produce and market and the location of our production in the Gulf of America, we believe the loss of any of the customers above would not result in a material adverse effect on our ability to market future oil and natural gas production, as we believe that replacement customers could be obtained in a relatively short period of time on terms, conditions, and pricing substantially similar to those currently existing. **Seasonal Nature of Our Business** Generally, the demand for and price of natural gas increases during the wintermonths and decreases during the summermonths. However, these seasonal fluctuations are somewhat reduced because during the summer, pipeline companies, utilities, local distribution companies and industrial users purchase and place a portion of their anticipated winter requirements of natural gas into storage facilities. As utilities continue to switch from coal to natural gas, some of this seasonality has been reduced as natural gas is used for both heating and cooling. In addition, the demand for oil is higher in the wintermonths but does not fluctuate seasonally as much as natural gas. Seasonal weather changes affect our operations. Tropical storms and hurricanes occur in the Gulf of America during the summer and fall, which can require us to evacuate personnel and shut in production until a storm subsides. Also, periodic storms during the winter often impede our ability to safely load, unload and transport personnel and equipment, which can delay production and sales of our oil and natural gas. Insurance Coverage In accordance with industry practice, we maintain insurance coverage against some, but not all, of the operating risks to which our business is exposed. In general, our current insurance policies cover risks incident to the operation of oil and natural gas wells, including, but not limited to, personal injury or loss of life, severe damage to and destruction of property and equipment, pollution or other environmental damage and the suspension of operations. We do not carry business interruption insurance. Our general and excess liability policies currently provide for $300.0 million of coverage for bodily injury and property damage liability, including coverage for liability claims resulting from seepage, pollution or contamination. Our Energy Package (defined as certain insurance policies relating to our oil and natural gas properties, which include named windstorm coverage) contains multiple layers of insurance coverage for our operating activities, with higher limits of coverage for higher valued properties and wells. Under the Energy Package, the limits for well control range from $30.0 million to $500.0 million depending on the risk profile and contractual requirements. With respect to coverage for named windstorms, we have a $162.5million aggregate limit covering one of our higher valued properties, and $150.0million for all other properties subject to four regional retentions ranging from $1.0 million to $15.0 million on the conventional shelf properties and $7.5 million on the deepwater properties. We believe that our coverage limits are sufficient and are consistent with our exposure; however, we cannot insure against all possible losses. As a result, any damage or loss not covered by insurance could have a material adverse effect on our financial condition, results of operations and cash flow. 3 [Table of Contents](#TOC) We annually re-evaluate the purchase of insurance, coverage limits and deductibles. Future insurance coverage for the oil and natural gas industry could increase in cost and may include higher deductibles or retentions. In addition, some forms of insurance may become unavailable in the future or unavailable on terms that are economically acceptable. No assurance can be given that we will be able to insure our business activities at the levels we desire because of either limited market availability or unfavorable economics (limited coverage for the underlying cost). Environmental, Health and Safety Matters and Government Regulations Our operations are subject to complex and stringent federal, state and local laws and regulations that, among other things, govern the issuance of permits to conduct exploration, drilling and production operations, the amounts and types of materials that may be released into the environment and the discharge and disposal of waste materials and,to the extent waste materials are transported and disposed of in onshore facilities, remediation of any releases of those waste materials from such facilities. The federal environmental laws and regulations applicable to us and our operations include, among others, the following: | | The Resource Conservation and Recovery Act, as amended, regulates the generation, transportation, storage, treatment and disposal of non-hazardous and hazardous wastes and can require cleanup of hazardous waste disposal sites; | | | | The Comprehensive Environmental Response, Compensation, and Liability Act, as amended, (CERCLA) and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that are considered to be responsible for the release of a hazardous substance into the environment; | | | | The Clean Air Act, as amended (the CAA), and comparable state and local requirements restrict the emission of air pollutants from many sources through the imposition of air emission standards, construction and operating permitting programs and other compliance requirements; | | | | The Clean Water Act, as amended, and analogous state laws, prohibit any discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States, except in compliance with permits issued by federal and state governmental agencies; | | | | The Oil Pollution Act of 1990, as amended (the OPA), holds owners and operators of offshore oil production or handling facilities, including the lessee or permittee of the area where an offshore facility is located, strictly liable for the costs of removing oil discharged into waters of the United States, including the OCS or adjoining shorelines, and for certain damages from such spills; | | | | The Endangered Species Act, as amended, restricts activities that may affect federally identified endangered and threatened species or their habitats; | | | | The Migratory Bird Treaty Act, as amended, implements various treaties and conventions between the United States and certain other nations for the protection of migratory birds; and | | | | The National Environmental Policy Act, as amended, requires careful evaluation of the environmental impacts of oil and natural gas production activities on federal lands. | | In addition to the federal laws and regulations above, we are also subject to the requirements of the Occupational Safety and Health Administration (OSHA) and comparable state statutes, where applicable. These laws and the implementing regulations strictly govern the protection of the health and safety of employees. The OSHA hazard communication standard, the EPA community right-to-know regulations under TitleIII of CERCLA and similar state statutes, where applicable, require that we organize and/or disclose information about hazardous materials used or produced in our operations.Such laws and regulations also require us to ensure our workplaces meet minimum safety standards and provide for compensation to employees injured as a result of our failure to meet these standards as well as civil and/or criminal penalties in certain circumstances.We believe that we are in substantial compliance with all such existing laws and regulations applicable to our current operations and that our continued compliance with existing requirements will not have a material adverse impact on our financial condition and results of operations. 4 [Table of Contents](#TOC) Numerous governmental agencies issue rulesand regulations to implement and enforce such laws, which are often costly to comply with, and a failure to comply may result in substantial administrative, civil and criminal penalties; the imposition of investigatory, remedial and corrective action obligations or the incurrence of capital expenditures; the occurrence of restrictions, delays or cancellations in the permitting, or development or expansion of projects; and the issuance of orders enjoining some or all of our operations in affected areas. We consider the costs of environmental compliance to be a necessary and manageable part of our business. However, based on policy and regulatory trends and increasingly stringent laws, our capital expenditures and operating expenses related to compliance with the protection of the environment have increased over the years and may continue to increase. We cannot predict with any reasonable degree of certainty our future exposure concerning such matters. See Item 1A*. Risk Factors* contained herein for further discussion of governmental regulation and ongoing regulatory changes, including with respect to environmental matters. The change of Presidential administration in the early part of 2025 saw promising developments in the oil and natural gas regulatory environment. On January 20, 2025, President Trump issued Executive Order 14154,*Unleashing American Energy*. Section 3 of that Order directed heads of agencies to review existing regulations to identify agency actions that impose an undue burden on the identification, development, or use of domestic energy resources. The Trump administration also issued Executive Order 14156,*Declaring a National Energy Emergency*, stating that the United States insufficient energy production, transportation, refining and generation constituted an unusual and extraordinary threat to the nations economy, national security, and foreign policy. Furthermore, on February 3, 2025, Secretary Burgum issued Secretarial Order 3418,*Unleashing American Energy*. Section 4(b) of that Order directed agency officials to prepare an action plan that will include steps to suspend, revise, or rescind certain regulations. Other Regulation of the Oil and Natural Gas Industry The oil and natural gas industry is extensively regulated by numerous federal, state and local authorities.Rules and regulations affecting the oil and natural gas industry are under consistent review for amendment or expansion, which could increase the regulatory burden and the potential sanctions for noncompliance. Relatedly, numerous federal and state departments and agencies are authorized to issue rules and regulations binding on the oil and natural gas industry and its individual members, some of which carry substantial penalties for failure to comply. Historically, our compliance with existing requirements has not had a material adverse effect on our financial position, results of operations or cash flows. Because such laws and regulations are frequently amended or reinterpreted, we are unable to predict the future cost or impact of complying with such laws. Although the regulatory burden on the oil and natural gas industry may increase our cost of doing business, these burdens generally do not affect us any differently or to any greater or lesser extent than they affect other companies in the industry with similar types, quantities and locations of production. Exploration and Production Statutes, rules and regulations affecting exploration and production are subject to extensive and continually changing regulations as legislation affecting the oil and natural gas industry is under constant review for amendment or expansion. The regulatory burden on the oil and natural gas industry increases the cost of doing business and, consequently, affects its profitability. Our exploration and production are subject to various types of regulation at the federal, state and local levels. These types of regulation include, but are not limited to, requiring permits for the drilling of wells, drilling bonds and reports concerning operations. Most jurisdictions in which we operate also regulate one of more of the following: | | the location of wells; | | | | the method of drilling and casing wells; | | | | the plugging and abandonment of wells and, following cessation of operations, the removal or appropriate abandonment of all production facilities, structures and pipelines; and | | | | the produced water and disposal of wastewater, drilling fluids and other liquids and solids utilized or produced in the drilling and extraction process. | | Our operations on federal oil and natural gas leases in the OCS waters of the Gulf of America are subject to regulation by the BSEE, the BOEM and the ONRR, all of which are agencies of the DOI. The BSEE and the BOEM work to ensure the development of energy and mineral resources on the OCS is done in a safe and environmentally and economically responsible way. The ONRR performs the offshore royalty and revenue management functions of the former Minerals Management Service. 5 [Table of Contents](#TOC) The federal government cannot conduct offshore lease sales without the development and approval of a National Outer Continental Shelf Oil and Gas Leasing Program (the OCS Program). The Outer Continental Shelf Lands Act (the OCSLA) authorizes the Secretary of the Interior to establish a schedule of lease sales for a five-year period. There is no requirement under the OCSLA that mandates any sales in any locations, nor does the law prescribe any specific timing for the development of the OCS Program. These leases are awarded by the BOEM based on competitive bidding and contain relatively standardized terms. Prior to commencement of offshore operations, lessees must obtain the BOEMs approval for exploration, development and production plans. In addition to permits required from other agencies such as the U.S. Environmental Protection Agency (the EPA), lessees must obtain a permit from the BSEE prior to the commencement of drilling and comply with regulations governing, among other things, engineering and construction specifications for production facilities, safety procedures, plugging and abandonment of wells on the OCS, calculation of royalty payments and the valuation of production for this purpose, and decommissioning of facilities, structures and pipelines. Pursuant to OCSLA, the President may withdraw from disposition any of the unleased lands of the OCS. On January 6, 2025, former President Biden issued two memoranda (Withdrawal Memoranda) under OCSLA that withdrew approximately 625 million acres of the U.S. OCS, including the Eastern Planning Area of the Gulf of America, from being considered for new oil or natural gas leases, including for exploration, development and production. However, the Western and Central Planning Areas in the Gulf of America were not included in President Bidens withdrawal. On January 20, 2025, President Trump issued an Executive Order revoking President Bidens Withdrawal Memoranda and the U.S. Secretary of the Interior subsequently issued an order directing the DOI to take all actions available to expedite the leasing of the OCS for oil and gas exploration and production. Both President Bidens and President Trumps actions described above with respect to OCSLA have been challenged in federal district courts. On October 2, 2025, the U.S. District Court for the Western District of Louisiana granted in part a motion for summary judgment filed by plaintiffs challenging the Withdrawal Memoranda, including the States of Louisiana, Alaska, Georgia and Mississippi, the Gulf Energy Alliance and the American Petroleum Institute, declaring that the Withdrawal Memoranda are unlawful because they exceed the authority granted to the President under section 12(a) of the OCSLA. The challenge to President Trumps revocation of the Withdrawal Memoranda remains ongoing. Earlier in 2025, the Secretary of the Interior directed BOEM to initiate steps to develop a new schedule for offshore oil and natural gas lease sales in the OCS, which, once finalized, will be the 11th National OCS Program replacing the current 2024-2029 National OCS Program that includes just three lease sales in the Gulf of America. In June 2025, the public comment period on BOEMs request for information and comments on the preparation of the 11th National OCS Program closed. In November 2025, the DOI announced the first proposal for the 2026 - 2031 OCS Program. This proposed OCS Program includes sales of five oil and natural gas leases in the western and central Gulf of America, where existing leasing is concentrated. It also includes two lease sales (one in 2029 and one in 2030) in the eastern Gulf of America that is currently withdrawn from leasing. Most of the eastern Gulf of America has not previously been leased, and no commercial production has occurred there to date. The Gulf of Mexico Energy Security Act of 2006 (the GOMESA) had prohibited oil and natural gas leasing in a defined area of the eastern Gulf of America. Although the GOMESA moratorium expired on June 30, 2022, President Trump effectively extended this moratorium for another decade by withdrawing this area from leasing consideration through June 2032. Some Members of Congress and other stakeholders wish to make the Eastern Gulf leasing moratorium permanent. By contrast, oil and natural gas industry groups and some others have advocated for shrinking the area covered by the ban, or eliminating the ban before its scheduled expiration date. Although the public comment period on the proposed OCS Program (1st Analysis and Proposal) ended on January 23, 2026, the proposed OCS Program remains subject to further analysis, comment, revision, approval and additional comments. On July 4, 2025, the OneBig Beautiful BillAct (the OBBBA) was signed into law. The OBBBA requires two oil and natural gas lease sales each year through 2040 in the Gulf of America region.These would be in addition to offshore oil and natural gas lease sales mandated under the 2026 2031 OCS Program. The first sale was held in December 2025 and generated over $300 million in high bids for 181 blocks across 80 million acres. A second sale is proposed for March 2026. The OBBBA also rolled back the Inflation Reduction Acts royalty rate increase for offshore leases, returning the minimum royalty rate to 12.5% and eliminating royalty payments on natural gas produced from federal land and consumed or lost through venting, flaring or negligent release during upstream operations. 6 [Table of Contents](#TOC) Decommissioning and Financial Assurance Requirements The BOEM requires that lessees demonstrate financial strength and reliability according to its regulations and provide acceptable financial assurances to assure satisfaction of lease obligations, including decommissioning activities in the OCS. In April 2024, BOEM released a final rule that changed the way BOEM evaluates the financial health of companies and offshore assets in setting financial assurance requirements. Under the new rule, BOEM revised the criteria for determining whether OCS oil and natural gas lessees and grant holders are required to provide supplemental financial assurance to backstop their decommissioning obligations. On April 8, 2025, pursuant to the directives described in *Business Environmental, Health and Safety Matters and Government Regulations* under Part I, Item I contained herein, the DOI, through a joint filing in the U.S. District Court for the Western District of Louisiana (Case no. 2:24-cv-00820), indicated that it will not seek supplemental financial assurance in the Gulf of America except in the case of (a) sole liability properties and (b) certain non-sole liability properties that do not have a financially strong co-owner or predecessor in title and meet other conditions. In May 2025, the DOI announced its intent to revise this rule, and in March 2026, BOEM published a proposed rule setting forth amendments to the existing financial assurance regulatory framework. The proposed rule would, among other things, (i) permit BOEM to consider the financial strength of predecessors with joint and several liability when determining whether supplemental financial assurance is required, (ii) revise the level of BSEE probabilistic estimates of decommissioning cost used for determining the amount of supplemental financial assurance required from P70 to P50, (iii) provide BOEM with discretion, in circumstances where decommissioning is scheduled to occur within one year of a supplemental financial assurance demand, to accept third-party decommissioning contracts or decommissioning schedules in lieu of requiring new supplemental financial assurance, (iv) eliminate the requirement that a lessee challenging a supplemental financial assurance demand post an appeal bond equal to the amount of the demand in order to obtain a stay pending appeal, and (v) explicitly recognize dual-obligee bonds (which identify multiple obligees) as an acceptable form of financial assurance. The proposed rule is subject to a 60-day public comment period, which is expected to end on May 8, 2026. While we view this as a positive development, the substance and timing of future legal and regulatory actions cannot be predicted at this time. Additionally, regardless of any changes that may come as a result of the Secretarial Order, the BOEM has the right to issue liability orders in the future, including if it determines there is a substantial risk of nonperformance of the interest holders decommissioning liabilities. Regulation of Sales and Transportation of Oil, NGLs and Natural Gas **Our sales of oil, NGLs and natural gas are affected by the availability, terms and cost of transportation. The price and terms for access to pipeline transportation are subject to extensive federal and state regulation. The interstate transportation and sale for resale of oil, NGLs and natural gas is subject to federal regulation, including regulation of the terms, conditions and rates for interstate transportation, storage and various other matters. The OCSLA, which is administered by the BOEM and the Federal Energy Regulatory Commission (the FERC), requires that all pipelines operating on or across the OCS provide open access, non-discriminatory transportation service. One of the FERCs principal goals in carrying out the OCSLAs mandate is to increase transparency in the OCS market, to provide producers and shippers assurance of open access service on pipelines located on the OCS, and to provide non-discriminatory rates and conditions of service on such pipelines. Interstate transportation rates for oil, NGLs and natural gas are regulated by the FERC. In general, interstate oil, condensate, NGL and natural gas pipeline rates must be cost-based, although settlement rates agreed to by all shippers are permitted and market-based rates may be permitted in certain circumstances. The FERC has established an indexing system for such transportation, which generally allows such pipelines to take an annual inflation-based rate increase. In certain limited circumstances, intrastate transmission of natural gas may also be affected directly or indirectly by the FERCs regulations. The price we receive from the sale of oil and NGLs is affected by the cost of transporting those products to market. We do not believe that the regulatory decisions or activities relating to interstate or intrastate oil or NGL pipelines will affect us in a way that materially differs from the way they affect other oil and NGL producers or marketers. Other than as described above, our sales of liquids, which include oil, condensate and NGLs, are not currently regulated and are transacted at market prices. 7 [Table of Contents](#TOC) Although natural gas prices are currently unregulated, Congress has historically been active in the area of natural gas regulation. We cannot predict whether new legislation to regulate natural gas may be proposed, what proposals, if any, might actually be enacted by Congress or the various state legislatures, and what effect, if any, the proposals might have on the operations of the underlying properties. Climate Change The return of President Trump to the White House in January 2025 triggered a sweeping rollback of United States climate policy, reversing many of the initiatives introduced under former President Biden. In January 2025, President Trump announced that the United States was withdrawing from the United Nations-sponsored Paris Agreement. He also issued additional executive orders aimed at boosting fossil fuels and undoing Biden-era initiatives to limit GHG emissions. He declared a national energy emergency and revoked many of President Bidens executive orders on climate change. New orders instruct agencies to roll back restrictions on offshore drilling and reconsider protections for Alaskas Arctic National Wildlife Refuge. President Trump also issued amoratorium on new wind power projectson federal lands, pausing new leases and permits for both onshore and offshore wind farms. He revoked an executive order that compelled government regulators toassess the risks of climate change to the financial system and he instructed agencies to review any regulations that might burden the development of domestic energy resources. These executive orders and the subsequent changes to regulations have had a tangible impact on the regulatory environment as it relates to climate change. Additionally, on February 12, 2026, EPS Administrator Lee Zeldin signed a final rule repealing the EPSs 2009 finding that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment. We anticipate that the final rule, one published in the Federal Register, will be the subject of widespread litigation. In March 2024, the EPA published its final rule establishing more stringent methane rules for new, modified, and reconstructed facilities, known as Quad Ob, as well as standards for existing sources for the first time ever, known as Quad Qc. Under the final rules, states have two years to prepare and submit their plans to impose methane emission controls on existing sources. The presumptive standards established under the final rule are generally the same for both new and existing sources and include enhanced leak detection survey requirements using optical gas imaging and other advanced monitoring to encourage the deployment of innovative technologies to detect and reduce methane emissions, reduction of emissions by 95% through capture and control systems, zero-emission requirements for certain devices, and the establishment of a super emitter response program that would allow third parties to make reports to EPA of large methane emission events, triggering certain investigation and repair requirements. Fines and penalties for violations of these rules can be substantial. In July 2025, the EPA published its interim final rule extending certain compliance deadlines by 18 months. We are unable to predict the expected cost to comply with such requirements. The Inflation Reduction Act of 2022 (the IRA) imposed the first ever federal fee on GHG emissions through a methane emissions charge. Under this rule, the methane emissions charge for 2024 was established at $900 per ton emitted over annual methane emissions thresholds, and would increase to $1,200 in 2025, and $1,500 in 2026. However, in February 2025, Congress voted to overturn the EPAs waste emissions charge rule, which was signed into law on March 14, 2025. On May 12, 2025, the EPA issued a final rule to remove the waste emissions charge regulations from the Code of Federal Regulations, rendering the rule null and void. Although the rule has been overturned, the implementation of revised air emission standards could result in stricter permitting requirements, which could delay, limit or prohibit our ability to obtain such permits and result in increased compliance costs on our operations, including expenditures for pollution control equipment, the costs of which could be significant. In addition, in October 2023, the Federal Reserve, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation (the FDIC) released a finalized set of principles guiding financial institutions with $100 billion or more in assets on the management of physical and transition risks associated with climate change. These principles to limit funding to companies in fossil fuel-related industries could have adversely affected our liquidity or access to capital. In October 2025, the FDIC formally rescinded these principles. Separately, the U. S. Securities and Exchange Commission (SEC) issued a final rule in March 2024 that established a framework for the reporting of climate risks, targets and metrics. In April 2024, less than a month after the issuance of the final rule, the SEC issued an order staying the rules in April 2024. In March 2025, the SEC voted to end its defense of this rule, effectively withdrawing its support for the regulation. However, the rule remains on hold pending 8 [Table of Contents](#TOC) such legal challenges, which are currently held in abeyance by the Eighth Circuit Court of Appeals until such time as the SEC determines whether the rule will be rescinded, repealed, modified or defended in litigation. Although the rule has been stayed, any new laws or regulations imposing more stringent requirements on our business related to the disclosure of climate related risks may result in reputation harms among certain stakeholders if they disagree with our approach to mitigating climate-related risks, increased compliance costs resulting from the development of any disclosures, and increased costs of and restrictions on access to capital to the extent we do not meet any climate-related expectations or requirements of financial institutions. Although the Trump Administration has signaled a rollback of the climate regulatory environment, continuing political and social attention to the issue of climate change has resulted in both existing and proposed international agreements and national, regional, and local legislation and regulatory measures to limit GHG emissions and mitigate the effects of climate change. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG emissions reporting and tracking programs and regulations that directly limit GHG emissions from certain sources. Compliance with these rules or others could result in increased compliance costs on our operations. Litigation risks are also increasing, as a number of cities, local governments and other plaintiffs have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels and therefore are responsible for roadway and infrastructure damages as a result, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts. We are not currently a defendant in any of these lawsuits but could be named in actions making similar allegations. An unfavorable ruling in any such case could significantly impact our operations and could have an adverse impact on our financial condition. Additionally, our access to capital may be impacted by climate change policies. Stockholders and bondholders currently invested in fossil fuel energy companies such as ours, but concerned about the potential effects of climate change, may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices that favor clean power sources, such as wind and solar, making those sources more attractive, and these lenders may elect not to provide funding for fossil fuel energy companies. Many of the largest U.S. banks have made net zero carbon emission commitments and have announced that they will be assessing financed emissions across their portfolios and taking steps to quantify and reduce those emissions. These and other developments in the financial sector could lead to some lenders restricting access to capital for or divesting from certain industries or companies, including the oil and natural gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions. Additionally, there is the possibility that financial institutions will be required to adopt additional policies that limit funding to fossil fuel energy companies. Finally, some scientists have concluded that increasing concentrations of GHG emissions in the Earths atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other extreme climatic events, as well as chronic shifts in temperature and precipitation patterns. Our offshore operations are particularly at risk from severe climatic events, which have the potential to cause physical damage to our assets and thus could have an adverse effect on our exploration and production operations. Additionally, changing meteorological conditions, particularly temperature, may result in changes to the amount, timing, or location of demand for energy or the products we produce. While our consideration of changing weather conditions and inclusion of safety factors in design is intended to reduce the uncertainties that climate change and other events may potentially introduce, our ability to mitigate the adverse impacts of these events depends in part on the effectiveness of our facilities and our disaster preparedness and response and business continuity planning, which may not have considered or be prepared for every eventuality. **Financial Information** We operate our business as a single segment. See*Financial Statements and Supplementary Data*under PartII, Item8 in this Form10-K for our financial information. 9 [Table of Contents](#TOC) Human Capital Resources As of December31,2025, we had approximately 370 employees who conduct our business in Texas, Alabama, Louisiana and the Gulf of America. Our workforce in Texas is primarily composed of our corporate employees, including our executive officers, drilling and production managers, technical engineers and administrative and support staff. Our employees in Alabama, Louisiana and the Gulf of America areprimarily composed of skilled labor who conduct our field operations and managethird-partypersonnel used in support of our field operations. We consider our employees to be our most valuable asset and believe that our success depends on our ability to attract, develop and retain our employees. We strive to provide a work environment that attracts and retains the top talent in the industry, reflects our core values and demonstrates these values to the communities in which we operate. Diversity and Inclusion We recognize that a diverse workforce provides the best opportunity to obtain unique perspectives, experiences and ideas to help our business succeed, and we are committed to providing a diverse and inclusive workplace to attract and retain talented employees. From recent graduates to experienced hires, we seek to attract and develop top talent to continue building a unique blend of cultures, backgrounds, skills and beliefs that mirror the world we live in. The key to our past and future successes is promoting a workforce culture that embraces integrity, honesty and transparency to those with whom we interact, and fosters a trusting and respectfulwork environment that embraces changes and moves us forward in an innovative and positive way. Our Code of Business Conduct and Ethics prohibits illegal discrimination or harassment of any kind. Safety, Health and Wellness The success of our business is fundamentally connected to the well-being of our people. We are committed to the safety, health and wellness of our employees. Our highest priorities are the safety of all personnel and protection of the environment.We actively promote the highest standards of safety behavior and environmental awareness and strive to meet or exceed all applicable local and natural regulations. To drive a culture of personnel safety in our operations, we operate under a comprehensive Safety and Environmental Management System (SEMS). Our 2025 total recordable incident rate for employees was 0.24, which is far below the industry average for the Gulf of America from 2024 of 0.58. Although incident reporting practices are subject to some subjectivity and vary by operator, we have historically had below average incident rates compared to the industry average for the Gulf of America, and we strive to continue to excel at protecting our personnel. Our Health, Safety, Environmental and Regulatory (HSE&R) group is comprised of a Vice President, HSE&R and 15 staff personnel, including managers. The group works with field personnel to create and regularlyreview safety policies and procedures, in an effort to support continuous improvement of our SEMS. Our board of directors reviews our material safety metrics on a quarterly basis. Safety and Environmental metrics are incorporated into employee evaluations when determining compensation. Benefits and Compensation**** We pride ourselves on providing an attractive compensation and benefits program that allows our employees to view working at W&T as more than where they work, but a place where they may grow and develop. Our ability to succeed depends on recruiting and retaining top talent in the industry. We believe employees choose W&T in part due to our professional advancement opportunities, on the job training, engaging culture and competitive compensation and benefits. As part of our compensation philosophy, we believewe must offer and maintain market competitive total rewards programs in order to attract and retain superior talent. These programs not only include base wages and incentives in support of our pay for performance culture, but also healthand retirement benefits. We focus many programs on employee wellness. We believe these solutions helpthe overall health and wellness of our employees and helpus successfully manage healthcare and prescription drug costs for our employee population. 10 [Table of Contents](#TOC) Website Access to Company Reports We file Annual Reports on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K and other reports and amendments to those reports with the SEC. Our reports filed with the SEC are available free of charge to the general public through our website at*www.wtoffshore.com.*These reports are accessible on our website as soon as reasonably practicable after being filed with, or furnished to, the SEC. This Form10-K and our other filings can also be obtained by contacting: Investor Relations, W&T Offshore,Inc., 5718 Westheimer Road, Suite700, Houston, Texas 77057or by calling (713)297-8024. Information on our website is not a part of this Form10-K. ITEM1A. RISK FACTORS In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to us and our industry could materially impact our future performance and results of operations. We have provided below a list of known material risk factors that should be reviewed when considering buying or selling our securities. These are not all the risks we face, and other factors currently considered immaterial or unknown to us may impact our future operations. **Market and Competitive Risks** Oil, NGL and natural gas prices can fluctuate widely due to a number of factors that are beyond our control. Depressed oil, NGLs or natural gas prices adversely affect our business, financial condition, cash flow, liquidity or results of operations and could affect our ability to fund future capital expenditures needed to find and replace reserves, meet our financial commitments and to implement our business strategy. The price we receive for our oil, NGLs and natural gas production directly affects our revenues, profitability, access to capital, ability to produce these commodities economically and future rate of growth. Historically, oil, NGLs and natural gas prices have been volatile and subject to wide price fluctuations in response to domestic and global changes in supply and demand, economic and legal forces, events and uncertainties, and numerous other factors beyond our control, including: | | general economic conditions and level of economic growth, including low or negative growth; | | | | changes in global supply and demand for oil, NGLs and natural gas; | | | | events that impact global market demand, such as a pandemic or other world health event; | | | | production quotas or other actions that might be imposed by OPEC+, including a potential increase in OPEC+ oil supply and any related impact on global oil prices and domestic oil production; | | | | the price and quantity of imports of foreign oil, NGLs, natural gas and liquefied natural gas into the U.S.; | | | | acts of war, terrorism or political instability in oil producing countries (e.g. the invasion of Ukraine by Russia and conflicts in the Middle East, including the recent escalation involving Iran and recent U.S. intervention in Venezuela); | | | | domestic and foreign governmental regulations and taxes; | | | | U.S. federal, state and foreign government policies and regulations regarding current and future exploration and development of oil and gas; | | | | political conditions and events, including embargoes and moratoriums, affecting oil-producing activities; | | | | the level of domestic and global oil and natural gas exploration and production activities; | | | | the level of global oil, NGLs and natural gas inventories; | | | | adverse weather conditions and exceptional weather conditions, including severe weather events in the U.S. Gulf Coast; | | | | technological advances affecting energy consumption and the availability and cost of alternative energy sources; | | | | the price, availability and acceptance of alternative fuels; | | | | speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts; | | | | cyberattacks on our information infrastructure or systems controlling offshore equipment; | | | | activities by non-governmental organizations to restrict the exploration and production of oil and natural gas so as to minimize or eliminate future emissions of carbon dioxide, methane gas and other GHGs; | | | | the effect of energy conservation efforts; | | 11 [Table of Contents](#TOC) | | the availability of pipeline and other transportation alternatives and third-party processing capacity; and | | | | geographic differences in pricing. | | Extended periods of lower prices for oil, NGLs and natural gas can have a material adverse impact on our results of operations, financial condition and liquidity. Among other things, our earnings, cash flows and capital expenditure programs could be negatively affected, as could our production and our estimates of proved reserves. A significant or sustained decline in liquidity could adversely affect our credit ratings, potentially increase financing costs and reduce access to capital markets. We may be unable to realize anticipated cost savings and expenditure reductions that are intended to compensate for such downturns. In addition, extended periods or low commodity prices can have a material adverse impact on the results of operations, financial condition and liquidity of our suppliers, vendors, partners and customers upon which our own results of operations and financial condition depend. If oil, NGL and natural gas prices decrease from their current levels, we may be required to further reduce the estimated volumes and future value associated with our total proved reserves or record impairments to the carrying values of our oil and natural gas properties. Lower future oil, NGLs and natural gas prices may reduce our estimates of the proved reserve volumes that may be economically recovered, which would reduce the total volumes and future value of our proved reserves. Under the full cost method of accounting for oil and gas producing activities, a ceiling test is performed at the end of each quarter to determine if our oil and gas properties have been impaired. Capitalized costs of oil and gas properties are generally limited to the present value of future net revenues of proved reserves based on the average price of the 12-month period prior to the ending date of each quarterly assessment using the unweighted arithmetic average of the first-day-of-the-month price for eachmonth within such period. Impairments of our oil and gas properties are more likely to occur during prolonged periods of depressed oil, NGLs and natural gas pricing. While we have not recorded an impairment of our oil and gas properties during 2025, any further decreases in commodity pricing could cause an impairment, which would result in a non-cash charge to earnings. Commodity derivative positions may limit our potential gains. In order to manage our exposure to price risk in the marketing of our production, we have entered into commodity derivative positions with respect to a portion of our expected future production from oil and natural gas, and may in the future enter into commodity derivative positions with respect to oil or natural gas. See *Financial Statements and Supplementary Data Note10Financial Instruments* under PartII, Item8 in this Form10-K for additional information on our derivative contracts and transactions. While these commodity derivative positions are intended to reduce the effects of price volatility, they may also limit future income if prices were to rise substantially over the price established by such positions. In addition, such transactions may expose us to the risk of financial loss in certain circumstances, including instances in which there is a widening of price differentials between delivery points for our production and the delivery points assumed in the hedge arrangements or the counterparties to the derivative contracts fail to perform under the terms of the contracts. Competition for oil and natural gas properties and prospects is intense; some of our competitors have larger financial, technical and personnel resources that may give them an advantage in evaluating and obtaining properties and prospects. We operate in a highly competitive environment for reviewing prospects, acquiring properties, marketing oil, NGLs and natural gas and securing trained personnel. Many of our competitors have financial resources that allow them to obtain substantially greater technical expertise and personnel than we have. We actively compete with other companies in our industry when acquiring new leases or oil and natural gas properties. For example, new leases acquired from the BOEM are acquired through a sealed bid process and are generally awarded to the highest bidder. Our competitors may be able to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. Our competitors may also be able to pay more to acquire productive oil and natural gas properties and exploratory prospects than we are able or willing to pay or finance. Finally, companies with larger financial resources may have a significant advantage in terms of meeting any potential new bonding or financial assurance requirements. If we are unable to compete successfully in these areas in the future, our future revenues and growth may be diminished or restricted. 12 [Table of Contents](#TOC) Market conditions or operational impediments may hinder our access to oil and natural gas markets or delay our production. The marketability of our production depends mostly upon the availability, proximity, and capacity of oil and natural gas gathering systems, pipelines and processing facilities, which in some cases are owned by third parties. Market conditions or the unavailability of satisfactory oil and natural gas transportation arrangements may hinder our access to oil and natural gas markets or delay our production. The availability of a ready market for our oil and natural gas production depends on a number of factors, including the demand for and supply of oil and natural gas and the proximity of reserves to pipelines and terminal facilities. Our ability to market our production depends substantially on the availability and capacity of gathering systems, pipelines and processing facilities, which in some cases are owned and operated by third parties. We also depend upon third-party pipelines that provide delivery options from our facilities. Because we do not own or operate these pipelines, their continued operation is not within our control. These pipelines may become unavailable for a number of reasons, including testing, maintenance, capacity constraints, accidents, government regulation, weather-related events or other third-party actions. If any of these third-party pipelines become partially or fully unavailable to transport oil and natural gas, or if the gas quality specification for the natural gas pipelines changes so as to restrict our ability to transport natural gas on those pipelines, our revenues could be adversely affected. A portion of our oil and natural gas is processed for sale on platforms owned by third parties with no economic interest in our wells and no other processing facilities would be available to process such oil and natural gas without significant investment by us. In addition, third-party platforms could be damaged or destroyed by tropical storms, hurricanes or other weather events, which could reduce or eliminate our ability to market our production. As of December31,2025, two fields, accounting for approximately 1.0 MMBoe (or 0.8%) of our total proved reserves, are tied back to separate, third-party owned platforms. Although we have entered into contracts for the process of our production with the owners of such platforms, there can be no assurance that the owners of such platforms will continue to process our oil and natural gas production. In recent years, we have seen a consolidation of gathering systems, pipelines and processing facilities in the Gulf of America, which has led to fewer midstream counterparties to contract with for transportation and processing. As part of these consolidation efforts, we have also seen a decommissioning of midstream assets. A reduction in the number of potential midstream counterparties and available midstream infrastructure could negatively impact our ability to market production. If we are forced to shut-in production, we will likely incur greater costs to bring the associated production back online, and will be unable to predict the production levels of such wells once brought back online. If we are forced to shut-in production, we will likely incur greater costs to bring the associated production back online. Cost increases necessary to bring the associated wells back online may be significant enough that such wells would become uneconomic at low commodity price levels, which may lead to decreases in our proved reserve estimates and potential impairments and associated charges to our earnings. If we are able to bring wells back online, there is no assurance that such wells will be as productive following recommencement as they were prior to being shut-in. Any shut-in or curtailment of the oil, natural gas and NGLs produced from our fields could adversely affect our financial condition and results of operations. In addition, we may be required to shut in wells because of a reduction in demand for our production or because of inadequacy or unavailability of pipelines, gathering system capacity or processing facilities. If that were to occur, then we would be unable to realize revenue from those wells until arrangements were made to process or deliver our production to market. 13 [Table of Contents](#TOC) **Operating Risks** Production periods and relatively short reserve lives for our Gulf of America properties may subject us to higher reserve replacement needs and may impair our ability to reduce production during periods of low oil, NGL and natural gas prices. All of our current production is from the Gulf of America. Proved reserves in the Gulf of America generally have shorter reserve lives than proved reserves in many other producing regions of the United States, in part due to the difference in rulesrelated to booking PUDs between conventional and unconventional basins. Our independent petroleum consultant estimates that 34.0% of our total proved reserves as of December31,2025 will be depleted within threeyears. As a result, our need to replace proved reserves and production from new investments is relatively greater than that of producers who recover lowerpercentages of their proved reserves over a similar time period, such as those producers who have a larger portion of their proved reserves in areas other than the Gulf of America. Exploring for, developing or acquiring reserves is capital intensive and uncertain. We may not be able to economically find, develop or acquire additional reserves or make the necessary capital investments if our cash flows from operations decline or external sources of capital become limited or unavailable. Our need to generate revenues to fund ongoing capital commitments or repay debt may limit our ability to slow or shut-in production from producing wells during periods of low prices for oil and natural gas. We cannot assure you that our future exploitation, exploration, development and acquisition activities will result in additional proved reserves or that we will be able to drill productive wells at acceptable costs. Further, current market conditions may adversely impact our ability to obtain financing to fund acquisitions, and further lower the level of activity and depress values in the oil and natural gas property sales market. We are not insured against all of the operating risks to which our business is exposed. In accordance with industry practice, we maintain insurance against some, but not all, of the operating risks to which our business is exposed. We insure some, but not all, of our properties from operational loss-related events. We currently carry multiple layers of insurance coverage in our Energy Package, covering our operating activities, with higher limits of coverage for higher valued properties and wells. Our insurance coverage includes deductibles that have to be met prior to recovery, as well as sub-limits or self-insurance. Additionally, our insurance is subject to exclusions and limitations, and there is no assurance that such coverage will adequately protect us against liability from all potential consequences, damages or losses. See Part I, Item 1*. Business Insurance Coverage* for more information on our insurance coverage. In the past, tropical storms and hurricanes in the Gulf of America have caused catastrophic losses and property damage. Similar events may cause damage or liability in excess of our coverage that might severely impact our financial position. We may be liable for damages from an event relating to a project in which we own a non-operating working interest. Well control insurance coverage becomes limited from time to time and the cost of such coverage becomes both more costly and more volatile. In the past, we have been able to renew our policies each annual period, but our coverage has varied depending on the premiums charged, our assessment of the risks and our ability to absorb a portion of the risks. The insurance market may further change dramatically in the future due to severe storm damage, major oil spills or other events. Such events as noted above may also cause a significant interruption to our business, which might also severely impact our financial position. We may experience production interruptions for which we do not have business interruption insurance. We annually re-evaluate the purchase of insurance, policy limits and terms. Future insurance coverage for our industry could increase in cost and may include higher deductibles or retentions. In addition, some forms of insurance may become unavailable in the future or unavailable on terms that we believe are economically acceptable. No assurance can be given that we will be able to maintain insurance in the future at rates that we consider reasonable, and we may elect to maintain minimal or no insurance coverage.The occurrence of a significant event for which our losses are not fully insured or indemnified, or for which the insurance companies will not pay our claims, could have a material adverse effect on our financial condition and results of operations. 14 [Table of Contents](#TOC) In addition, we may not be able to secure additional insurance or bonding that might be required by new governmental regulations. Currently, the OPA requires owners and operators of offshore oil production facilities to have ready access to between $35.0 million and $150.0 million, which amount is based on a worst case oil spill discharge volume demonstration that can be used to cover costs that could be incurred in responding to an oil spill at our facilities on the OCS. We are currently required to demonstrate that we have ready access to $70.0 million.If OPA is amended to increase the minimum level of financial responsibility, we may experience difficulty in providing financial assurances sufficient to comply with this requirement. We conduct exploration, development and production operations on the deep shelf and in the deepwater of the Gulf of America, which presents unique operating risks. The deep shelf and the deepwater of the Gulf of America are areas that have had less drilling activity due, in part, to their geological complexity, depth and higher cost to drill and ultimately develop. There are additional risks associated with deep shelf and deepwater drilling that could result in substantial cost overruns and/or result in uneconomic projects or wells. Deeper targets are more difficult to interpret with traditional seismic processing. Moreover, drilling costs and the risk of mechanical failure are significantly higher because of the additional depth and adverse conditions, such as high temperature and pressure. For example, the drilling of deepwater wells requires specific types of rigs with significantly higher day rates as compared to the rigs used in shallower water, sophisticated sea floor production handling equipment, expensive state-of-the-art platforms and infrastructure investments. Deepwater wells have greater mechanical risks because the wellhead equipment is installed on the sea floor. In addition, due to the significant time requirements involved with exploration and development activities, particularly for wells in the deepwater or wells not located near existing infrastructure, actual oil and natural gas production from new wells may not occur, if at all, for a considerable period of time following the commencement of any particular project. Accordingly, we cannot provide assurance that our oil and natural gas exploration activities in the deep shelf, the deepwater and elsewhere will be commercially successful. We may not be in a position to control the timing of development efforts, associated costs or the rate of production of the reserves from our non-operated properties. As of December31,2025, we operate 86.7% of our wells. For those wells that we do not operate, we have limited ability to exercise influence over the operations and their associated costs. Our dependence on the operator and other working interest owners and our limited ability to influence operations and associated costs of properties operated by others could prevent the realization of anticipated results in drilling or acquisition activities. We are subject to numerous risks inherent to the exploration and production of oil and natural gas. Oil and natural gas exploration and production activities involve certain risks that a combination of experience, knowledge and careful evaluation may not be able to overcome. Our future success will depend on the success of our exploration and production activities and on the future existence of the infrastructure and technology that will allow us to take advantage of our findings. Additionally, some of our properties are located in deepwater, which generally increases the capital and operating costs, technical challenges and risks associated with exploration and production activities. As a result, our exploration and production activities are subject to numerous risks, including the risk that drilling will not result in commercially viable production. Our decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of seismic data through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. Furthermore, the marketability of expected production from our prospects will also be affected by numerous factors. These factors include, but are not limited to, market fluctuations of oil and natural gas prices, proximity, capacity and availability of pipelines, the availability of processing facilities, equipment availability and government regulations (including, without limitation, regulations relating to prices, taxes, royalties, allowable production, importing and exporting of hydrocarbons, environmental, safety, health and climate change). The effect of these factors, individually or jointly, may result in us not receiving an adequate return on invested capital. 15 [Table of Contents](#TOC) We are subject to drilling and other operational hazards. The exploration, development and production of oil and gas properties involves a variety of operating risks, including the risk of fire, explosions, blowouts, pipe failure, abnormally pressured formations and environmental hazards such as oil spills, gas leaks, pipeline ruptures or discharges. Additionally, our offshore operations are subject to the additional hazards of marine operations, such as capsizing, collisions and adverse weather and sea conditions, including the effects of tropical storms, hurricanes and other weather events. If we experience any of these problems, well bores, platforms, gathering systems and processing facilities could be affected, which could adversely affect our ability to conduct operations. If any of these industry operating risks occur, we could have substantial losses. Substantial losses may be caused by injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties, suspension of operations and production, repairs to resume operations and loss of reserves. Any of these industry operating risks could have a material adverse effect on our business, results of operations and financial condition. The geographic concentration of our properties in the Gulf of America subjects us to an increased risk of loss of revenues or curtailment of production from factors specifically affecting the Gulf of America, including hurricanes. The geographic concentration of our properties along the U.S. Gulf Coast and adjacent waters on and beyond the OCS means that some or all of our properties could be affected by the same event should the Gulf of America experience severe weather, including tropical storms and hurricanes;delays or decreases in production, the availability of equipment, facilities or services; changes in the status of pipelines that we depend on for transportation of our production to the marketplace; delays or decreases in the availability of capacity to transport, gather or process production; and changes in the regulatory environment. Because a majority of our properties could experience the same conditions at the same time, these conditions could have a greater impact on our results of operations than they might have on other operators who have properties over a wider geographic area. A significant portion of our production, revenue and cash flow is concentrated in our Mobile Bay Properties. Because of this concentration, any production problems, impacts of adverse weather or inaccuracies in reserve estimates could have a material adverse impact on our business. For 2025, approximately 36% of our production and 20% of our total revenue was attributable to our interests in certain oil and natural gas leasehold interests and associated wells and units located off the coast of Alabama, in state coastal and federal Gulf of America waters approximately 70 miles south of Mobile, Alabama (the Mobile Bay Properties). This concentration means that any impact on our production from this field, whether because of mechanical problems, adverse weather, well containment activities, changes in the regulatory environment or otherwise, could have a material adverse effect on our business. During 2025, our Mobile Bay Properties were shut-in for various reasons, including compressor problems and downstream operated plant issues. These shut-ins resulted in deferred production of approximately 686 MBoe based on production rates prior to the shut-ins. Any additional shut-ins, depending on the duration of the shut-in, could have a material adverse impact on our business. In addition, if the actual reserves associated with the Mobile Bay Properties are less than our estimated reserves, such a reduction of reserves could have a material adverse effect on our business, financial condition, results of operations and cash flows. New technologies may cause our current exploration and drilling methods to become obsolete, and we may not be able to keep pace with technological developments in our industry. The oil and natural gas industry is subject to rapid and significant advancements in technology, including the introduction of new products and services using new technologies (such as the use of artificial intelligence and machine learning). As competitors use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new technologies, provide enhancements and new integrations from our existing platforms, develop new products that achieve market acceptance or innovate quickly enough to keep pace with rapid technological developments at a substantial cost. In addition, competitors may have greater financial, 16 [Table of Contents](#TOC) technical and personnel resources that allow them to enjoy technological advantages, and that may in the future, allow them to implement new technologies before we can. We rely heavily on the use of advanced seismic technology to identify exploitation opportunities and to reduce our geological risk. Seismic technology or other technologies that we may implement in the future may become obsolete. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable to us. If we are unable to maintain technological advancements consistent with industry standards, our business, results of operations and financial condition may be materially adversely affected. Estimates of our proved reserves depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in the estimates or underlying assumptions will materially affect the quantities of and present value of future net revenues from our proved reserves. Our actual recovery of reserves may substantially differ from our estimated proved reserves. The process of estimating oil and natural gas reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to economic factors. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and the calculation of the present value of our reserves at December31,2025. In order to prepare ouryear-end reserve estimates, our independent petroleum consultant projected our production rates and timing of development expenditures. Our independent petroleum consultant also analyzed available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary and may not be under our control. The process also requires economic assumptions about matters such as oil and natural gas prices, operating expenses, capital expenditures, taxes and availability of funds. Therefore, estimates of oil and natural gas reserves are inherently imprecise. Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves will most likely vary from our estimates. Any significant variance could materially affect the estimated quantities and present value of our reserves. In addition, our independent petroleum consultant may adjust estimates of proved reserves to reflect production history, drilling results, prevailing oil and natural gas prices and other factors, many of which are beyond our control. You should not assume that the standardized measure of discounted future net cash flows or the present value of future net revenues from our proved oil and natural gas reserves is the current market value of our estimated oil and natural gas reserves. In accordance with SEC requirements, we base the estimated discounted future net cash flows from our proved reserves on the 12-month unweighted first-day-of-the-month average price for each product and costs in effect on the date of the estimate. Actual future prices and costs may differ materially from those used in the present value estimate. At December31,2025, approximately 6% of our estimated proved reserves (by volume) were undeveloped. Any or all of our PUD reserves may not be ultimately developed or produced or may not be ultimately produced during the time periods we plan or at the costs we budget, which could result in the write-off of previously recognized reserves. Recovery of PUD reserves generally requires significant capital expenditures and successful drilling or waterflood operations. Our reserve estimates include the assumptions that we incur capital expenditures to develop these undeveloped reserves and the actual costs and results associated with these properties may not be as estimated. Any material inaccuracies in these reserve estimates or underlying assumptions materially affect the quantities and present value of our reserves, which could adversely affect our business, results of operations and financial condition. Prospects that we decide to drill may not yield oil or natural gas in commercial quantities or quantities sufficient to meet our targeted rates of return. A prospect is an area in which we own an interest, could acquire an interest or have operating rights, and have what our geoscientists believe, based on available seismic and geological information, to be indications of economic accumulations of oil or natural gas. Our prospects are in various stages of evaluation, ranging from a prospect that is ready to be drilled to a prospect that will require substantial seismic data processing and interpretation, which will not enable us to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in commercial quantities.Sustained low oil, NGLs and natural gas pricing may also 17 [Table of Contents](#TOC) significantly impact the projected rates of return of our projects without the assurance of significant reductions in costs of drilling and development. To the extent we drill additional wells in the deepwater and/or on the deep shelf, our drilling activities could become more expensive. In addition, the geological complexity of deepwater and deep shelf formations may make it more difficult for us to sustain our historical rates of drilling success. As a result, we can offer no assurance that we will find commercial quantities of oil and natural gas and, therefore, we can offer no assurance that we will achieve positive rates of return on our investments. We may not realize all of the anticipated benefits from our future acquisitions. We expect to grow by expanding the exploitation and development of our existing assets, in addition to making targeted acquisitions in the Gulf of America. We may not realize all of the anticipated benefits from future acquisitions, such as increased earnings, cost savings and revenue enhancements, for various reasons, including higher than expected acquisition and operating costs or other difficulties, unknown liabilities, inaccurate reserve estimates and fluctuations in market prices. This could lead to potential adverse short-term or long-term effects on our financial and operating results. Our future acquisitions and divestitures could expose us to potentially significant liabilities, including plugging and abandonment and decommissioning liabilities. Successful acquisitions of oil and natural gas properties require an assessment of a number of factors, including estimates of recoverable reserves, the timing of recovering reserves, exploration potential, future oil and natural gas prices, operating costs and potential environmental, regulatory and other liabilities, including plugging and abandonment and decommissioning liabilities. Such assessments are inexact and may not disclose all material issues or liabilities. In connection with our assessments, we also perform a review of the acquired properties. However, such a review may not reveal all existing or potential problems. Additionally, such review may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. There may be threatened, contemplated, asserted or other claims against the acquired assets related to environmental, title, regulatory, tax, contract, litigation or other matters of which we are unaware, which could materially and adversely affect our production, revenues and results of operations. We may be successful in obtaining contractual indemnification for preclosing liabilities, including environmental liabilities, but we expect that we will generally acquire interests in properties on an as is basis with limited remedies for breaches of representations and warranties. In addition, even if we are able to obtain such indemnification from the sellers, these indemnification obligations usually expire over time and could potentially expose us to unindemnifiable liabilities, which could materially adversely affect our production, revenues and results of operations. Our operations could be adversely impacted by security breaches, including cybersecurity breaches, which could affect the systems, processes and data needed to run our business. We rely on our information technology (IT) infrastructure and management information systems to operate and record aspects of our business. Although we take security measures to protect against cybersecurity risks, including unauthorized access to our confidential and proprietary information, our security measures may not be able to detect or prevent every attempted breach. Similar to other companies, we have experienced cyber-attacks, although we have not suffered any material losses related to such attacks as of the date of this Form 10-K. Security breaches include, among other things, illegal hacking, computer viruses, interference with treasury function, theft or acts of vandalism or terrorism. A breach could result in an interruption in our operations, malfunction of our platform control devices, disabling ofour communication links, unauthorized publication of our confidential business or proprietary information, unauthorized release of customer or employee data, violation of privacy or other laws and exposure to litigation. Any of these security breaches could have a material adverse effect on our consolidated financial position, results of operations and cash flows. Geopolitical tensions, sanctions, and retaliatory actions could result in increased cybersecurity attacks against U.S. companies. Acquisitions and emerging technologies may increase our cybersecurity risk. As we pursue our strategy to grow through acquisitions and implement new initiatives that improve our operations and cost structure, we are also expanding and improving our information technologies, resulting in a larger technological 18 [Table of Contents](#TOC) presence, utilization of cloud computing services, and corresponding exposure to cybersecurity risk. Certain new technologies that we may evaluate or deploy, such as use of autonomous vehicles, remote-controlled equipment, virtual reality, automation and artificial intelligence, present new and significant cybersecurity and safety risks that must be analyzed and addressed before implementation. If we fail to assess and identify cybersecurity risks associated with acquisitions and new initiatives, we may become increasingly vulnerable to such risks. The loss of members of our senior management could adversely affect us. To a large extent, we depend on the services of our senior management. The loss of the services of any of our senior management could have a negative impact on our operations. We do not maintain or plan to obtain for the benefit of the Company any insurance against the loss of any of these individuals. See our definitive proxy statement to be filed with the SEC within 120days after the end of our fiscalyear covered by this Form10-K for more information regarding our senior management team. There may be circumstances in which the interests of significant stockholders could conflict with the interests of our other stockholders. Our CEO owns a significant portion of our common stock. Circumstances may arise in which he may have an interest in pursuing or preventing acquisitions, divestitures, hostile takeovers or other transactions, or conflicts of interest could arise in the future regarding, among other things, decisions related to our financing, capital expenditures and business plans, or the pursuit of certain business opportunities, including the payment of dividends or the issuance of additional equity or debt, that, in his judgment, could enhance his investment in us or in another company in which he invests. Such circumstances or conflicts might adversely affect us or other holders of our common stock. In addition, our significant concentration of share ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in companies with significant stockholder concentrations or with such potential conflicts. **Capital Risks** Our debt level could negatively affect our financial condition, results of operations and business prospects. As of December31,2025, we had $358.8 million of principal amount of long-term debt outstanding. Our level of indebtedness has important consequences on our operations, including: | | increasing our vulnerability to general adverse economic and industry conditions; | | | | limiting our ability to fund future working capital requirements, capital expenditures and ARO, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets; | | | | requiring that we dedicate a substantial portion of our cash flow from operations to payments of interest and principal on our debt obligations, thereby reducing the availability of cash flow for funding future working capital requirements, capital expenditures and ARO obligations, engaging in future acquisitions or development activities or otherwise realizing the value of our assets; | | | | limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; | | | | limiting or impairing our ability to obtain additional financing or refinancing in the future or requiring us to seek alternative financing, which may be more restrictive or expensive; and | | | | placing us at a competitive disadvantage compared to our competitors that have less debt. | | We cannot be certain that our cash flow will be sufficient to allow us to pay the principal and interest on our debt or otherwise meet our future obligations. In such scenarios, we may be required to refinance all or part of our existing debt, sell assets, reduce capital expenditures, obtain new financing or issue equity. However, we may not be able to accomplish any of these transactions on terms acceptable to us or such actions may not yield sufficient capital to meet our obligations. Any of the above risks could have a material adverse effect on our business, financial condition, cash flows and results of operations. 19 [Table of Contents](#TOC) Our debt agreements contain restrictions that limit our abilities to incur certain additional debt or liens or engage in other transactions, which could limit growth and our ability to respond to changing conditions. In January 2025, we issued $350.0 million in aggregate principal amount of our 10.75% Senior Second Lien Notes due 2029 (the 10.75% Notes) and entered into a new credit agreement with initial bank lending commitments of $50.0 million with a letter of credit sublimit of $10.0 million (the Credit Agreement). The indenture (the 2025 Indenture) governing our 10.75% Notes and our Credit Agreement contain a number of significant restrictive covenants in addition to covenants restricting the incurrence of additional debt. These covenants limit our ability and the ability of certain subsidiaries, among other things, to: | | make loans and investments; | | | | incur or guarantee additional indebtedness; | | | | create certain liens; | | | | transfer or sell assets; | | | | enter into agreements that restrict dividends or other payments from our subsidiaries to us; | | | | consolidate, merge or transfer all or substantially all of the assets of the Company; | | | | enter into transactions with our affiliates; | | | | pay dividends or make other distributions on capital stock or subordinated indebtedness; and | | | | create subsidiaries that would not be restricted by the covenants of the 2025 Indenture. | | Our Credit Agreement requires us, among other things, to maintain certain financial ratios and satisfy certain financial condition tests. These restrictions may also limit our ability to obtain future financings, withstand a future downturn in our business or the economy in general, or otherwise conduct necessary corporate activities. We may also be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us from the restrictive covenants under our 2025 Indenture and our Credit Agreement. A breach of any covenant in the agreements governing our debt would result in a default under such agreement after any applicable grace periods. A default, if not waived, could result in acceleration of the debt outstanding under such agreement and in a default with respect to, and acceleration of, the debt outstanding under any other debt agreements. The accelerated debt would become immediately due and payable. If that should occur, we may not be able to make all of the required payments or borrow sufficient funds to refinance such accelerated debt. Even if new financing were then available, it may not be on terms that are acceptable to us. We have significant capital needs to conduct our operations and replace our production, and our ability to access the capital and credit markets to raise capital or refinance our existing indebtedness on favorable terms may be limited by industry conditions and financial markets. We spend a substantial amount of capital for the acquisition, exploration, exploitation, development, and production of oil and natural gas reserves. We fund our capital expenditures primarily through operating cash flows and cash on hand. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, oil and natural gas prices, actual drilling results, the availability of drilling rigs and other services and equipment and regulatory, technological and competitive developments. A further reduction in commodity prices may result in a further decrease in our actual capital expenditures, which would negatively impact our ability to grow production. If low oil and natural gas prices, operating difficulties, declines in reserves or other factors, many of which are beyond our control, cause our revenues and cash flows from operating activities to decrease, we may be limited in our ability to fund the capital necessary to complete our capital expenditure program. After utilizing our available sources of financing, we may be forced to raise additional debt or equity to fund such capital expenditures. Disruptions in the capital and credit markets, in particular with respect to the energy sector, could limit our ability to access these markets or may significantly increase our cost to borrow. Volatility in the energy sector, together with the higher interest rate environment, has caused and may continue to cause lenders to increase the interest rates under our credit facilities, enact tighter lending standards, refuse to refinance existing debt around maturity on favorable terms or at all and may reduce or cease to provide funding to borrowers. 20 [Table of Contents](#TOC) If we are unable to access the capital and credit markets on favorable terms, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity and our ability to repay or refinance our debt. If we default on our secured debt, the value of the collateral securing our secured debt may not be sufficient to ensure repayment of all of such debt. Our Credit Agreement and our 10.75% Notesare secured by various liens on our oil and natural gas properties. Any future borrowings under our Credit Agreement would be secured on a first priority basis by the assets securing the 10.75% Notes. If the proceeds of the sale of the collateral securing the 10.75% Notes or any future indebtedness incurred under the Credit Agreement are not sufficient to repay all amounts due in respect of such debt, then claims against our remaining assets to repay any amounts still outstanding under our secured obligations would be unsecured, and our ability to pay our other unsecured obligations and any distributions in respect of our capital stock would be significantly impaired. With respect to some of the collateral securing our debt, any collateral trustees security interest and ability to foreclose on the collateral will also be limited by the need to meet certain requirements, such as obtaining third-party consents, paying court fees that may be based on the principal amount of the parity lien obligations and making additional filings. If we are unable to obtain these consents, pay such fees or make these filings, the security interests may be invalid, and the applicable holders and lenders will not be entitled to the collateral or any recovery with respect thereto. These requirements may limit the number of potential bidders for certain collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. We may not be able to repurchase the 10.75% Notes upon a change of control. If we experience certain kinds of changes of control, we must give holders of the 10.75% Notes the opportunity to sell us their notes at 101% of their principal amount, plus accrued and unpaid interest. However, in such an event, we might not be able to pay the holders the required repurchase price for the notes they present to us because we might not have sufficient funds available at that time, or the terms of our Credit Agreement or other agreements we may enter into in the future may prevent us from applying funds to repurchase the 10.75% Notes. The source of funds for any repurchase required as a result of a change of control will be our available cash or cash generated from our oil and gas operations or other sources, including: | | borrowings under the Credit Agreement or other sources; | | | | sales of assets; or | | | | sales of equity. | | Finally, using available cash to fund the potential consequences of a change of control may impair our ability to obtain additional financing in the future, which could negatively impact our ability to conduct our business operations. We may be required to post cash collateral pursuant to our agreements with sureties under our existing or future bonding arrangements, which could have a material adverse effect on our liquidity and our ability to execute our capital expenditure plan, our ARO plan and comply with our existing debt instruments. Pursuant to the terms of our agreements with various sureties under our existing bonding arrangements, or under any future bonding arrangements we may enter into, we may be required to post collateral. Additional collateral would likely be in the form of cash or letters of credit. We cannot provide assurance that we will be able to satisfy collateral demands for current bonds or for future bonds. 21 [Table of Contents](#TOC) On August14, 2024, we filed a complaint seeking declaratory relief (the Original Complaint) in the U.S. District Court for the Southern District of Texas, Houston Division, against Endurance Assurance Corporation and Lexon Insurance Company (the Sompo Sureties), providers of private and government-required surety bonds that secure decommissioning obligations we may have with respect to certain of our oil and natural gas assets (the Sompo Sureties Litigation). As described in the Original Complaint, we have paid all negotiated premiums associated withthe bonds issued by the Sompo Sureties prior to the Original Complaint and have not suffered a material change to our financial status. Despite this, the Sompo Sureties issued us written demands requesting we provide collateral to the Sompo Sureties. On October9, 2024, the Sompo Sureties filed an answer and counterclaim alleging breach of contract due to our failure to provide the collateral demanded by the Sompo Sureties. The Sompo Sureties originally issued approximately $55.0 million in surety bonds on our behalf. However, the BOEM cancelled a $13.1 million bond after we fulfilled our decommissioning obligations. Despite this, the Sompo Sureties have requested approximately $55.0 million in cash collateral. On October21, 2024, U.S. Specialty Insurance Company (USSIC) filed a petition in the District Court of Harris County, Texas, alleging, among other things, breach of the indemnity agreement between USSIC and us and seeking to compel us to provide the collateral demanded by USSIC (the USSIC Litigation). On October25, 2024, we filed a notice of removal with the District Court of Harris County, Texas, removing the case to U.S. District Court for the Southern District of Texas, Houston Division. USSIC has issued approximately $111.0 million in surety bonds on our behalf and has requested $23.0 million in cash collateral. On November8, 2024, Pennsylvania Insurance Company a/k/a Applied Surety Underwriters (Applied) filed a petition in the United States District Court for the Southern District of Texas, Houston Division, alleging, among other things, breach of the indemnity agreement between Applied and us and seeking to compel us to provide the collateral demanded by Applied and unpaid premiums of approximately $0.4 million (the Applied Litigation). Applied issued approximately $11.3 million in surety bonds on our behalf and has requested approximately $11.3 million in cash collateral. Also on November8, 2024, United States Fire Insurance Company (U.S. Fire and, together with the Sompo Sureties, USSIC and Applied, the Sureties) filed a petition in the United States District Court for the Southern District of Texas, Houston Division, alleging, among other things, breach of the indemnity agreement between U.S. Fire and us and seeking to compel us to provide the collateral demanded by U.S. Fire (the U.S. Fire Litigation). U.S. Fire claims to have issued approximately $93.5 million in surety bonds on our behalf and has requested approximately $93.5 million in cash collateral. The Sureties aggregate collateral demands against us total approximately $183.7 million. In addition, Philadelphia Indemnity Insurance Company (PIIC) separately made a collateral demand of $71.0 million. No legal action has been filed by PIIC as of the date hereof. The total aggregate collateral demanded by the Sureties and PIIC is approximately $254.7 million (the Demanded Collateral). On November22, 2024, the court consolidated the Sompo Sureties Litigation, USSIC Litigation, the Applied Litigation, and the U.S. Fire Litigation (as consolidated, the Sureties Litigation). On December11, 2024, as a result of the foregoing, we filed an amended complaint (the Original Complaint, as amended, the Complaint) against the Sureties. The Complaint, in relevant part, seeks declaratory relief that (1)the Sureties may not enforce their indemnity agreements such that their action constitute an abuse of right; (2)the Sureties interpretation of the indemnity agreements render the agreements illusory; (3)the Sureties may not make unreasonable demands for collateral; (4)the Sureties must accept reasonable collateral as offered by us; (5)no additional collateral is required of us; (6)the Sureties may not make joint demands for collateral that are inconsistent with those of each other such that we cannot comply with each demand; and (7)the Sureties changed business model are not legitimate grounds to demand further collateral beyond that offered by us. We further assert the following counterclaim against the Sureties: (1)violations of the Sherman Antitrust Act; (2)violations of the Texas Free Enterprise and Antitrust Act; (3)violations of the Texas Insurance Code Section541; (4)tortious interference with existing contracts and prospective business relationships; and (5)conspiracy. On June 14, 2025, we entered into a Settlement and Release Agreement, dated effective as of June 13, 2025 (the USSIC Settlement Agreement), by and between us and USSIC and, on June 15, 2025, we entered into a Settlement Agreement, dated effective as of June 14, 2025 (the PIIC Settlement Agreement, and, together with the USSIC 22 [Table of Contents](#TOC) Settlement Agreement, the Settlement Agreements), by and between us and PIIC to dismiss all claims related to the Sureties Litigation without prejudice. Pursuant to the applicable Settlement Agreement, USSIC and PIIC agree that: (i) there will be no change to the 2024 premium rates paid by us or any of its affiliates, subsidiaries or joint venture entities, for any currently existing surety bond executed by USSIC or PIIC until after December 31, 2026, at the earliest, (ii) USSIC and PIIC withdraw all demands for collateral and agree not to request, demand, or otherwise insist on collateral, whether related to a surety bond or pursuant to the indemnity agreements, until after December 31, 2026, at the earliest; provided that such restriction shall not apply if (a) we do not pay premiums owed to USSIC or PIIC when due; (b) a claim is made by a third party against any bond issued by USSIC or PIIC to us or its affiliates or subsidiaries; (c) there is an initiation of an insolvency proceeding for us or any of its affiliates, subsidiaries or joint venture entities, whether voluntary or involuntary; (d) there is an uncured event of default under the indenture governing our second lien notes due 2029 that results in an acceleration, in whole or in part, of the indebtedness thereunder; or (e) we or our affiliates or subsidiaries initiate a lawsuit against USSIC or PIIC. Each of the Settlement Agreements also provides that, in the event that we enter into an agreement to provide collateral to another party in settlement of the Sureties Litigation on bonds existing as of the date of the Settlement Agreement, we shall, on a pro rata basis, provide substantially similar collateral to USSIC or PIIC as it does to such other party. The entry into the Settlement Agreements resulted in the withdrawal of approximately $94 million in collateral demands. On June 30, 2025, we announced that the presiding judge in the Sureties Litigation recommended denying the requests for preliminary injunction submitted by two surety providers. The preliminary injunction would have required us to immediately post $105 million of collateral. The recommendation would effectively nullify all current collateral requests related to the Sureties Litigation by the surety providers and we will not be required to post collateral (if at all) until a determination on the merits of the Sureties Litigation with the remaining surety providers. All of the remaining parties to the Sureties Litigation previously agreed to mediate the case until the mediator declares an impasse. Mediation is no longer active as the mediator has declared an impasse with respect to the surety providers that did not enter into the Settlement Agreements. We continue to evaluate potential avenues for resolution of the remaining related premium and collateral-related matters. To the extent that the Sureties succeed in forcing us to fulfill the Demanded Collateral, or in the event that other surety entities attempt to do the same, the fulfilment of such demands could be significant and our liquidity position will be negatively impacted, and we may be required to seek alternative financing. To the extent we are unable to secure adequate financing, we may be forced to reduce our capital expenditures in the current year or future years; unable to execute our ARO plan; or unable to comply with our existing debt instruments. **Legal,** **Government and Regulatory Risks** We are subject to numerous environmental, health and safety regulations which are subject to change and may also result in material liabilities and costs. Our operations are subject to U.S. federal, state and local environmental, health and safety laws and regulations governing, among other things, the emission and discharge of pollutants into the environment, the generation, storage, handling, use and transportation of toxic and hazardous wastes and the health and safety of our employees. Our operations in the Gulf of America require permits from federal and state governmental agencies in order to perform drilling and completion activities and conduct other regulated activities. There is a risk that we have not been or will not be at all times in complete compliance with these permits and the environmental laws and regulations to which we are subject. Any failure by us to comply with applicable environmental laws and regulations may result in governmental authorities taking action against us that could adversely impact our operations and financial condition, including the: | | issuance of administrative, civil and criminal penalties; | | | | denial or revocation of permits or other authorizations; | | | | imposition of limitations on our operations; and | | | | performance of site investigatory, remedial or other corrective actions. | | If we fail to obtain permits in a timely manner or at all (for example, due to opposition from community or environmental groups, government delays, changes in laws or the interpretation thereof, or any other reason), such 23 [Table of Contents](#TOC) failure could impede our operations, which could have a material adverse effect on our results of operations and our financial condition. The longer-term trend of more expansive and stringent environmental legislation and regulations is expected to continue, which makes it challenging to predict the cost or impact on our future operations. Liabilities associated with environmental matters could have a material adverse effect on our business, financial condition and results of operations. Under certain environmental laws, we could be exposed to strict, joint and several liability for cleanup costs and other damages relating to releases of hazardous materials or contamination,regardless of whether we were responsible for the release or contamination, and even if our operationswere lawful or in accordance with industry standards at the time. Additional changes in environmental laws, regulations, guidelines or enforcement interpretations could require us to devote capital or other resources to comply with those laws and regulations. These changes could also subject us to additional costs and restrictions, including increased fuel costs. In addition, such changes in laws or regulations could increase the costs of compliance and doing business for our customers and thereby decrease the demand for our services. New laws and regulations, amendment of existing laws and regulations, reinterpretation of legal requirements or increased governmental enforcement could significantly increase our capital expenditures and operating costs or could result in delays,limitations or cancelations toour exploration and production activities, which could have an adverse effect on our financial condition, results of operations, or cash flows. See *Business Other Regulation of the Oil and Natural Gas Industry* under PartI, Item1 in this Form10-K for a more detailed description of our environmental regulations. We may be unable to provide financial assurances in the amounts and under the time periods required by the BOEM if the BOEM submits future demands to cover our decommissioning obligations. The BOEM requires that lessees demonstrate financial strength and reliability according to its regulations and provide acceptable financial assurances to assure satisfaction of lease obligations, including decommissioning activities in the OCS. In April 2024, BOEM released a final rule that changes the way BOEM evaluates the financial health of companies and offshore assets in setting financial assurance requirements. Under the new rule, BOEM revised the criteria used for determining whether OCS oil and natural gas lessees and grant holders are required to provide supplemental financial assurance to backstop their decommissioning obligations. Following the announcement of the new rule, a series of lawsuits from both states and industry groups were filed against BOEM to block the implementation of the new rule. On April 8, 2025, the DOI, through a joint filing in the U.S. District Court for the Western District of Louisiana (Case no. 2:24-cv-00820), indicated that it will not seek supplemental financial assurance in the Gulf of America except in the case of (a) sole liability properties and (b) certain non-sole liability properties that do not have a financially strong co-owner or predecessor in title and meet other conditions. In May 2025, the DOI announced its intent to revise this rule, and in March 2026, BOEM published a proposed rule setting forth amendments to the existing financial assurance regulatory framework. The proposed rule would, among other things, (i) permit BOEM to consider the financial strength of predecessors with joint and several liability when determining whether supplemental financial assurance is required, (ii) revise the level of BSEE probabilistic estimates of decommissioning cost used for determining the amount of supplemental financial assurance required from P70 to P50, (iii) provide BOEM with discretion, in circumstances where decommissioning is scheduled to occur within one year of a supplemental financial assurance demand, to accept third-party decommissioning contracts or decommissioning schedules in lieu of requiring new supplemental financial assurance, (iv) eliminate the requirement that a lessee challenging a supplemental financial assurance demand post an appeal bond equal to the amount of the demand in order to obtain a stay pending appeal, and (v) explicitly recognize dual-obligee bonds (which identify multiple obligees) as an acceptable form of financial assurance. The proposed rule is subject to a 60-day public comment period, which is expected to end on May 8, 2026. A failure to comply with BOEMs financial assurance requirements could cause BOEM to commence enforcement proceedings or take other remedial action against us, including assessing civil penalties, suspending operations or production, or initiating procedures to cancel leases, which, if upheld, would have a material adverse effect on our business, properties, results of operations and financial condition. In addition, if we are required to provide collateral in the form of cash or letters of credit, our liquidity position could be negatively impacted, and we may be required to seek 24 [Table of Contents](#TOC) alternative financing. To the extent we are unable to secure adequate financing, we may be forced to reduce our capital expenditures. Additionally, as a result of adverse developments in restructuring and bankruptcies of companies operating in the OCS, many surety companies have left the offshore surety market or greatly decreased their participation in the offshore surety market, which has materially reduced the availability of surety bonds for projects in the OCS and may reduce the ability of companies operating in the OCS to obtain bonding without posting collateral. As a result, bonding may not be available to us on commercially reasonable terms, which may lead to significantly increased costs on our operations. Further, there may not be sufficient surety bond capacity available for companies in the OCS which could consequently have a material adverse effect on our ability to conduct operations. All of these factors may make it more difficult for us to obtain the financial assurances required by the BOEM to conduct operations in the OCS. We cannot predict what actions President Trump may take regarding these regulations or the timing thereof or the availability of surety bonds on commercially reasonable terms in the marketplace. There is significant uncertainty with respect to the financial assurance regulatory requirements and current market availability of surety bonds. These and other changes to BOEM bonding and financial assurance requirements could result in increased costs on our operations and consequently have a material adverse effect on our business and results of operations. Additional deepwater drilling laws, regulations and other restrictions, delays and other offshore-related developments in the Gulf of America may have a material adverse effect on our business, financial condition, or results of operations. Issuance of new or amended rulemakings restricting deepwater leasing, permitting or drilling could result in more stringent or costly restrictions, delays or cancellations to our operations as well as those of similarly situated offshore energy companies on the OCS. Compliance with any added or more stringent regulatory requirements or enforcement initiatives and existing environmental and spill regulations, together with uncertainties or inconsistencies in decisions by governmental agencies, delays in the processing and approval of drilling permits and exploration, development, oil spill response and decommissioning plans and possible additional regulatory initiatives, could adversely affect or delay new drilling and ongoing development efforts. Moreover, if material spill incidents were to occur in the future, the United States could elect to issue directives to temporarily cease drilling activities and, in any event, issue further safety and environmental laws and regulations regarding offshore oil and natural gas exploration and development, any of which could have a material adverse effect on our business. We cannot predict with any certainty the full impact of any new laws or regulations on our drilling operations or on the cost or availability of insurance to cover some or all of the risks associated with such operations. Since taking office in January 2025, President Trump has expressed support for an expansion of offshore oil and natural gas drilling and has taken executive action to rescind several Biden-era restrictions on OCS leasing for oil and natural gas exploration and development. See PartI,**Item1.*Business Environmental, Health and Safety Matters and Regulations*and*Other Regulation of the Oil and Natural Gas Industry* for more discussion on orders and regulatory initiatives impacting the oil and natural gas industry. Our estimates of future ARO may vary significantly from period to period, and unanticipated decommissioning costs could materially adversely affect our future financial position and results of operations. We are required to record a liability for the present value of our ARO to plug and abandon inactive non-producing wells, to remove inactive or damaged platforms, and inactive or damaged facilities and equipment, collectively referred to as idle iron, and to restore the land or seabed at the end of oil and natural gas production operations. An existing BSEE NTL describes the obligations of offshore operators to timely decommission idle iron by means of abandonment and removal. Pursuant to these idle iron NTL requirements, BSEE issued us letters, directing us to plug and abandon certain wells that the agency identified as no longer capable of production in paying quantities by specified timelines. In response, we are currently evaluating the list of wells proposed as idle iron by BSEE and currently anticipate that those wells determined to be idle iron will be decommissioned by the specified timelines or at times as otherwise determined by BSEE following further discussions with the agency. While we have established AROs for well decommissioning, additional AROs, significant in amount, may be necessary to conduct plugging and abandonment of the wells designated in the future as idle iron, but we do not expect the costs to plug and abandon such additional wells will have a material 25 [Table of Contents](#TOC) effect on our financial condition, results of operations or cash flows. Nevertheless, these decommissioning activities are typically considerably more expensive for offshore operations as compared to most land-based operations due to increased regulatory scrutiny and the logistical issues associated with working in waters of various depths, and there exists the possibility that increased liabilities beyond what we established as AROs may arise and the pace for completing these activities could be adversely affected by idle iron decommissioning activities being pursued by other offshore oil and gas lessees that may also have received similar BSEE directives, which could restrict the availability of equipment and experienced workforce necessary to accomplish this work. Estimating future restoration and removal costs in the Gulf of America is especially difficult because most of the removal obligations may be manyyears in the future, regulatory requirements are subject to change or such requirements may be interpreted more restrictively, and asset removal technologies are constantly evolving, which may result in additional, increased or decreased costs. As a result, we may make significant increases or decreases to our estimated ARO in future periods. For example, because we operate in the Gulf of America, platforms, facilities and equipment are subject to damage or destruction as a result of hurricanes and other adverse weather conditions. The estimated cost to plug and abandon a well or dismantle a platform can change dramatically if the host platform from which the work was anticipated to be performed is damaged or toppled rather than structurally intact. Accordingly, our estimate of future ARO could differ dramatically from what we may ultimately incur as a result of damage from a hurricane or other natural disaster. Additionally, a sustained lower commodity price environment may cause our non-operator partners to be unable to pay their fair share of costs, which may require us to pay our proportionate share of the defaulting partys share of costs. We have divested, as assignor, various leases, wells and facilities located in the Gulf of America where the purchasers, as assignees, typically assume all abandonment obligations acquired. Certain of these counterparties in these divestiture transactions or third parties in existing leases have filed for bankruptcy protection or undergone associated reorganizations and may not be able to perform required abandonment obligations. Under certain circumstances, regulations or federal laws, such as the OCSLA, could impose joint and several strict liability and require predecessor assignors, such as us, to assume such obligations. As of December31,2025, we have $36.2 million of loss contingency recorded related to anticipated decommissioning obligations. See Part II, Item 8. *Financial Statements and Supplementary Data Note 5 Commitments and Contingencies*for more information. We are subject to numerous laws, rules, regulations and policies that can adversely affect the cost, manner or feasibility of doing business. Our operations and facilities are subject to extensive federal, state and local laws and regulations relating to the exploration, development, production and transportation of oil and natural gas and operational safety. Future laws or regulations, any adverse change in the interpretation of existing laws and regulations or our failure to comply with such legal requirements may harm our business, results of operations and financial condition. Our operations could be significantly delayed or curtailed, and our cost of operations could significantly increase as a result of regulatory requirements or restrictions. Regulated matters include lease permit restrictions; limitations on our drilling activities in environmentally sensitive areas, such as marine habitats, and restrictions governing the discharge of materials into the environment; bonds or other financial responsibility requirements to cover drilling contingencies and well decommissioning costs; the spacing of wells; operational reporting; reporting of natural gas sales for resale; and taxation. Under these laws and regulations, we could be liable for personal injuries, property and natural resource damages, well site reclamation costs, and governmental sanctions, such as fines and penalties. Failure to comply with these laws and regulations also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws and regulations could change in ways that could substantially increase our costs. Any such liabilities, penalties, suspensions, terminations or regulatory changes could have a material adverse effect on our results of operations and financial condition, as well as the market price of our common stock. We are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations. See *Business Environmental, Health and Safety Matters and Regulations*and*Other Regulation of the Oil and Natural Gas Industry*under PartI, Item1 in this Form10-K for a more detailed explanation of regulations impacting our business. 26 [Table of Contents](#TOC) We are subject to laws, rules, regulations and policies regarding data privacy and security. Many of these laws and regulations are subject to change and reinterpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations or other harm to our business. We are subject to a variety of federal, state and local laws, directives, rules and policies relating to data privacy and cybersecurity. The regulatory framework for data privacy and cybersecurity worldwide is continuously evolving and developing, and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. It is also possible that inquiries from governmental authorities regarding cybersecurity breaches increase in frequency and scope. These data privacy and cybersecurity laws also are not uniform, which may complicate and increase our costs for compliance. Any failure or perceived failure by us or our third-party service providers to comply with any applicable laws relating to data privacy and cybersecurity, or any compromise of security that results in the unauthorized access, improper disclosure, or misappropriation of data, could result in significant liabilities and negative publicity and reputational harm, one or all of which could have an adverse effect on our reputation, business, financial condition and operations. The Inflation Reduction Act of 2022 could accelerate the transition to a low carbon economy and could impose new costs on our operations. The IRA contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions. These incentives offered for various clean energy industries could further accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives. This could decrease demand for oil and natural gas, increase our compliance and operating costs and consequently adversely affect our business. Changes in U.S. trade policy and the impact of tariffs may have a negative effect on our business, financial condition and results of operations. Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. For example, on April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all countries and individualized higher tariffs on certain other countries. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. Global trade policy continues to evolve and the ultimate impact of recent developments with respect to U.S. tariffs is unclear. On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA). Following the Supreme Courts decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Furthermore, the process for potential refunds remains unclear. These and future changes in tariffs, trade policies, trade actions, or retaliatory trade measures in response, have resulted and may continue to result in decreased demand and price for the commodities that we produce, increase our operating costs and contribute to inflation in the markets in which we operate. Changes in tariffs and trade restrictions can be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes, tariffs, trade agreements or policies, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain. If we are unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on our business and results of operations. 27 [Table of Contents](#TOC) A prolonged government shutdown or lapse in federal appropriations could disrupt our offshore operations and delay required regulatory approvals. From time to time, the U.S. federal government has experienced periods of prolonged shutdowns. A prolonged government shutdown, lapse in federal appropriations or other resulting restrictions on federal agency operations could result in significant delays or interruptions in future federal lease sales, permitting, inspections, approvals, decommissioning plans, and other agency actions (including actions by BOEM, BSEE, US. Coast Guard) upon which our offshore exploration, development and production activities in the U.S. Gulf of America depend. Such delays could increase project timelines, cause suspension or postponement of planned drilling plans, completion, tie-ins or platform work, and could decrease production, postpone capital projects, increase other costs or delay revenues, which could have a material adverse effect on our business, results of operations and cash flows. In addition, a government shutdown could affect supply-chain timing and create macroeconomic uncertainty that affects commodity markets and project financing which could materially adversely affect our financial condition, liquidity and results of operations. We are subject to risks arising from climate change, including risks related to energy transition, which could result in increased costs and reduced demand for the oil and natural gas we produce and physical risks which could disrupt our production and cause us to incur significant costs in preparing for or responding to those effects. The return of President Trump to the White House in January 2025 triggered a sweeping rollback of United States climate policy, reversing many of the initiatives introduced under former President Biden. In January 2025, President Trump announced that the United States was withdrawing from the United Nations-sponsored Paris Agreement. He also issued additional executive orders aimed at boosting fossil fuels and undoing Biden-era initiatives to limit GHG emissions. He declared a national energy emergency and revoked many of Bidens executive orders on climate change. New orders instruct agencies to roll back restrictions on offshore drilling and reconsider protections for Alaskas Arctic National Wildlife Refuge. President Trump also issued amoratorium on new wind power projectson federal lands, pausing new leases and permits for both onshore and offshore wind farms. He revoked an executive order that compelled government regulators toassess the risks of climate change to the financial system and he instructed agencies to review any regulations that might burden the development of domestic energy resources. These executive orders and the subsequent changes to regulations have had a tangible impact on the regulatory environment as it relates to climate change. Additionally, on February 12, 2026, EPS Administrator Lee Zeldin signed a final rule repealing the EPSs 2009 finding that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment. We anticipate that the final rule, one published in the Federal Register, will be the subject of widespread litigation. Nonetheless, our operations remain subject to a series of climate-related transition risks, including regulatory, political and litigation and financial risks associated with the production and processing of fossil fuels and emission of GHGs. See Part I, Item 1*.* *Business * *Other Regulation of the Oil and Natural Gas Industry* for more discussion on the threat of climate change and restriction of GHG emissions. The adoption and implementation of any international, federal, regional or state legislation, executive actions, regulations, policies or other regulatory initiatives that impose more stringent standards for GHG emissions on our operations or in areas where we produce oil and natural gas could result in increased compliance costs or costs of consuming fossil fuels, and thereby reduce demand for the oil and natural gas that we produce. Companies in the oil and natural gas industry are often the target of activist efforts from both individuals and non-governmental organizations regarding climate change and environmental and sustainability matters. Activism could materially and adversely impact our ability to operate our business and raise capital. The foregoing factors may cause operational delays or restrictions, increased operating costs and additional regulatory burden. Additionally, litigation risks to oil and natural gas companies are increasing, as a number of cities, local governments and other plaintiffs have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels, and therefore are responsible for roadway and infrastructure damages as a result, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately 28 [Table of Contents](#TOC) disclose those impacts. We are not currently a defendant in any of these lawsuits but could be named in actions making similar allegations. Further, stockholders and bondholders currently invested in fossil fuel energy companies such as ours but concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices, and some of them may elect not to provide funding for fossil fuel energy companies. Many of the largest U.S. banks have made emission reduction commitments and have announced that they will be assessing financed emissions across their portfolios and are taking steps to quantify and reduce those emissions. There is also a risk that financial institutions may be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector, and more broadly, some investors, including investment advisors and certain sovereign wealth funds, pension funds, university endowments and family foundations, have stated policies to disinvest in the oil and natural gas sector based on their social and environmental considerations. Certain other stakeholders have also pressured commercial and investment banks to stop financing oil and gas production and related infrastructure projects. These and other developments in the financial sector could lead to some lenders and investors restricting access to capital for or divesting from certain industries or companies, including the oil and natural gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions. Such developments could result in downward pressure on the stock prices of oil and natural gas companies, including ours. This could also result in an increase in our expenses and a reduction of available capital funding for potential development projects, impacting our future financial results. Additionally, attention from consumers and other stakeholders on combating climate change, together with changes in consumer and industrial/commercial preferences and behavior and societal pressure on companies to address climate change may result in increased availability of, and increased demand from consumers and industry for, energy sources other than oil and natural gas (including wind, solar, geothermal, tidal and biofuels as well as electric vehicles) and development of, and increased demand from consumers and industry for, lower-emission products and services (including electric vehicles and renewable residential and commercial power supplies) as well as more efficient products and services. These developments may in the future adversely affect the demand for products manufactured with, or powered by, petroleum products, as well as the demand for, and in turn the prices of, oil and natural gas products. Lastly, most scientists have concluded that increasing concentrations of GHG in the Earths atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods, rising sea levels and other climatic events. If any such effects were to occur, they could adversely affect or delay demand for oil or natural gas products or cause us to incur significant costs in preparing for or responding to the effects of climatic events themselves, which may not be fully insured. Potential adverse effects could include disruption of our production activities, including, for example, damages to our facilities from winds or floods, increases in our costs of operation, or reductions in the efficiency of our operations, impacts on our personnel, supply chain, or distribution chain, as well as potentially increased costs for insurance coverages in the aftermath of such effects. Any of these effects could have an adverse effect on our assets and operations. Our ability to mitigate the adverse physical impacts of climate change depends in part upon our disaster preparedness and response and business continuity planning. Due to the concentrated nature of our portfolio of properties, a number of our properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio of properties. Each of these developments may in the future adversely affect the demand for products manufactured with, or powered by, petroleum products, as well as the demand for, and in turn the prices of, oil and natural gas products. Additionally, political, financial and litigation risks may result in us having to restrict, delay or cancel production activities, incur liability for infrastructure damages as a result of climatic changes, or impair the ability to continue to operate in an economic manner, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Attention to ESG matters may impact our business. Increasing scrutiny related to ESG matters, societal expectations for companies to address climate change and sustainability concerns, and investor, societal, and other stakeholder expectations regarding ESG and sustainability 29 [Table of Contents](#TOC) practices and related disclosures may result in increased costs, reduced demand for the oil and natural gas we produce, reduced profits, increased risks of governmental investigations and private party litigation, and negative impacts on our stock price and access to capital markets. Attention to climate change, for example, may result in demand shifts for the hydrocarbon products we produce as well as additional governmental investigations and private litigation against us. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation of or contribution to the assented damage, or to other mitigating factors. If we do not adapt to or comply with investor or other stakeholder expectations and standards on ESG matters as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to growing concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected. Further, our operations, projects and growth opportunities require us to have strong relationships with various key stakeholders, including our shareholders, employees, suppliers, customers, local communities and others. We may face pressure from stakeholders, including activist investors, many of whom are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability while at the same time remaining a successfully operating public company. Responses to such pressure could adversely impact our business by distracting management and other personnel from their primary responsibilities, require us to incur increased costs, and/or result in reputational harm. Moreover, if we do not successfully manage expectations across these varied stakeholder interests, it could erode stakeholder trust and thereby affect our brand and reputation. Such erosion of confidence could negatively impact our business through decreased demand and growth opportunities, delays in projects, increased legal action and regulatory oversight, adverse press coverage and other adverse public statements, difficulty hiring and retaining top talent, difficulty obtaining necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms and difficulty securing investors and access to capital. Organizations that provide information to investors on corporate governance, climate change, health and safety and other ESG related factors have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with fossil energy-related assets could lead to increased negative investor sentiment toward us or our customers and to the diversion of investment to other industries, which could have a negative impact on our unit price and/or our access to and costs of capital. In addition, our continuing efforts to research, establish, accomplish and accurately report on the implementation of our ESG strategy, including any specific ESG objectives, may also create additional operational risks and expenses and expose us to reputational, legal and other risks. While we create and publish voluntary disclosures regarding ESG matters from time to time, some of the statements in those voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. In addition, our current ESG governance structure may not allow us to adequately identify or manage ESG-related risks and opportunities, which may include failing to achieve ESG-related strategies and goals. Certain U.S. federal income tax deductions currently available with respect to oil and natural gas exploration and development may be eliminated as a result of future legislation. From time to time, legislation has been proposed that would, if enacted into law, make significant changes to U.S. tax laws, including certain key U.S. federal income tax provisions currently available to oil and gas companies. Such proposed legislative changes have included, but have not been limited to, (i) the repeal of the percentage depletion allowance for natural gas and oil properties, (ii) the elimination of current deductions for intangible drilling and development costs, and (iii) an extension of the amortization period for certain geological and geophysical expenditures. Although these provisions were largely unchanged in recent federal tax legislation such as the IRA, Congress could consider, and could include, some or all of these proposals as part of future tax reform legislation. Moreover, other more general features of any additional tax reform legislation, including changes to cost recovery rules, may be developed that 30 [Table of Contents](#TOC) also would change the taxation of oil and gas companies. It is unclear whether these or similar changes will be enacted in future legislation and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals or any similar changes in U.S. federal income tax laws could eliminate or postpone certain tax deductions that currently are available with respect to oil and gas development or increase costs, and any such changes could have an adverse effect on our financial position, results of operations and cash flows. Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations. We are subject to taxes by U.S. federal, state and local tax authorities. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including changes in the valuation of our deferred tax assets and liabilities, expected timing and amount of the release of any tax valuation allowances, or changes in tax laws, regulations, or interpretations thereof. In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state and local taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations. Our articles of incorporation and bylaws, as well as Texas law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock. Certain provisions of our articles of incorporation and bylaws, as well as the Texas Business Organizations Code, could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders. Among other things, our articles of incorporation and bylaws: | | provide advance notice procedures with regard to stockholder nominations of candidates for election as directors or other stockholder proposals to be brought before meetings of our stockholders, which may preclude our stockholders from bringing certain matters before our stockholders at an annual or special meeting; | | | | provide our board of directors the ability to authorize issuance of preferred stock in one or more series, which makes it possible for our board of directors to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us and which may have the effect of deterring hostile takeovers or delaying changes in control or management of us; | | | | provide that the authorized number of directors may be changed only by resolution of our board of directors; | | | | provide that, subject to the rights of holders of any series of preferred stock to elect directors or fill vacancies in respect of such directors as specified in the related preferred stock designation, all vacancies, including newly created directorships be filled by the affirmative vote of holders of a majority of directors then in office, even if less than a quorum, or by the sole remaining director, and will not be filled by our stockholders; | | | | no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; | | | | provide that, subject to the rights of the holders of shares of any series of preferred stock, if any, to remove directors elected by such series of preferred stock pursuant to our articles of incorporation (including any preferred stock designation thereunder), directors may be removed from office at any time, only for cause and by the holders of 60% of the voting power of all outstanding voting shares entitled to vote generally in the election of directors; | | | | provide that special meetings of our stockholders may be called by the Chairman of our board of directors, our President, by our Secretary upon the written request of a majority of the total number of directors of our board of directors, or at least 25% of the voting power of all outstanding shares entitled to vote generally at the special meeting; and | | | | provide that the provisions of our articles of incorporation can only be amended or repealed by the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of our common stock entitled to vote thereon, voting together as a single class. | | Further, we are incorporated in Texas. The Texas Business Organizations Code contains certain provisions that could make an acquisition by a third party more difficult. 31 [Table of Contents](#TOC) While we paid quarterly dividends during 2025, there can be no assurance that we will pay dividends in the future. After reinstating our dividend policy in November 2023, we have paid quarterly dividends of $0.01 per share of common stock. We cannot provide assurance that we will, at any time in the future, again generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend or that our board of directors would determine to use any of our net profits to pay a dividend. Future dividends may be affected by, among other factors: | | the availability of surplus or net profits, which in turn depend on the performance of our business; | | | | our debt service requirements and other liabilities; | | | | restrictions contained in our debt agreements; | | | | our future capital requirements, including to fund our operating expenses and other working capital needs; and | | | | the prices that we receive for our oil, NGL and natural gas production. | | A decision not to pay dividends or a reduction in our dividend payments in the future could have a negative effect on our stock price. ITEM1B. UNRESOLVED STAFF COMMENTS None ITEM 1C. CYBERSECURITY We maintain a comprehensive cyber risk management program designed to identify, assess, mitigate, and monitor cybersecurity threats across both our corporate and operational technology environments. This program is integrated within our IT and risk management systems and addresses both the corporate and the operational IT environment. Our program is aligned with recognized industry standards, including the National Institute of Standards and Technology (the NIST), the Control Objectives for Information Technologies and ISO 27001, and is evaluated annually by our internal audit department against these frameworks. Our information security practices emphasize strong governance, well-defined policies and continuous improvement to safeguard critical systems and data. We maintain a structured incident-response framework consistent with NIST guidelines, ensuring that any security events are promptly identified, assessed, and escalated to the appropriate leadership. Our incident response framework applies to our personnel, including contractors and partners that perform functions or services that require securing our information assets, and to all devices and networks that we own. The response framework details the coordinated, multi-functional approach for investigating, containing, and mitigating incidents. This process supports coordinated decision-making and maintains clear communication with senior management and our board of directors when necessary. Cybersecurity incidents are escalated based on predefined criteria to our Chief Information Officer (CIO) & Chief Information Security Officer (CISO), General Counsel, senior leadership, and, when appropriate, the Audit Committee and our board of directors. The program is led by our CIO and CISO, who oversees the identification and management of information security risks. Our CIO & CISO brings extensive experience in both Information Technology and Operational Technology security and holds the following professional certifications: | | Certified Information Systems Security Professional (CISSP) | | | | Certified Information Systems Auditor (CISA) | | | | Certified in Risk and Information Systems Control (CRISC) | | In addition to these credentials, our CIO & CISO is an active member of InfraGard, ISC2, and ISACA, and serves as an advisory board member for multiple cybersecurity industry organizations. 32 [Table of Contents](#TOC) We require all employees to complete mandatory security training during onboarding and annual refresher training thereafter. We also engage qualified third-party partners to support key cybersecurity functions, including managed detection and response, antivirus monitoring, penetration testing, and other specialized services. We maintain specific policies and practices governing our third-party security risks, including our third-party assessment process. Under our third-party assessment process, we gather information from certain third parties who contract with us and share or receive data, or have access to or integrate with our systems, in order to help us assess potential risks associated with their security controls. We require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any issues that may affect us. Oversight of our cybersecurity program is provided by the Audit Committee of the board of directors. Executive leadership, including the CIO & CISO provides regular updatesat least quarterlyon cybersecurity risks, program maturity, and mitigation strategies. Additionally, all members of the board of directors attend quarterly training sessions through internal and external IT specialists, which include review of IT whitepapers, presentations, and other learning materials. Each of the members of the board of directors has also completed certificated training concerning IT security, IT fraud, and other common enterprise-level IT threats. While cybersecurity threats remain an inherent risk to all organizations and we face risks from cybersecurity threats that could have a material adverse effect on our business, financial condition, results of operations, cash flows or reputation, our robust risk management strategies have been effective. Accordingly, to our knowledge, over the past three years we have not experienced any material cybersecurity incidents, and such risks have not materially affected and are not reasonably likely to materially affect, our business strategy, results of operations or financial condition. We continue to monitor and strengthen our defenses as part of our ongoing commitment to protecting our business operations, financial performance, and reputation. ITEM2. PROPERTIES We lease our corporate headquarters in Houston, Texas. We own and lease our operating and administrative facilities in Alabama and Louisiana, respectively. We believe our properties and facilities are suitable and adequate for their present and intended purposes and are operating at a level consistent with the requirements of the industry in which we operate. Proved Reserves Our reserve information is derived from our reserve report prepared by Netherland, Sewell& Associates, Inc (NSAI), our independent reserve engineering firm.Our estimates of proved reserves are based on the quantities of oil, NGLs and natural gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimate. In order to establish reasonable certainty with respect to our estimated proved reserves, NSAI used technical and economic data including, but not limited to, well logs, geologic maps, seismic data, historical price and cost information, and property ownership interests. The reserves in this report have been estimated using deterministic methods; these estimates have been prepared in accordance with the Standards Pertaining to the Estimating of and Auditing of Oil& Gas Reserves information promulgated by the Society of Petroleum Engineers (SPE Standards). NSAI used standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, analogy and reservoir modeling that are considered to be appropriate and necessary to categorize and estimate reserves in accordance with SEC definitions and regulations. The data in the table below represents estimates only. Oil, NGLs and natural gas reserve engineering is inherently a subjective process of estimating underground accumulations of oil, NGLs and natural gas that cannot be measured exactly. The accuracy of any reserve estimateis a function of the quality of available data and engineering and 33 [Table of Contents](#TOC) geological interpretation and judgment. Accordingly, reserve estimates may vary from the quantities of oil, NGLs and natural gas that are ultimately recovered. The following table presents our estimated net proved reserves at December31,2025: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Oil | | NGLs | | Natural | | | | PV-10 | | | | | (MMBbls) | | (MMBbls) | | Gas (Bcf) | | MMBoe | | (in millions) | | | Proved developed producing | | 22.5 | | 8.9 | | 325.1 | | 85.5 | | $ | 829.2 | | | Proved developed non-producing | | 10.4 | | 2.7 | | 93.8 | | 28.8 | | | 244.3 | | | Total proved developed | | 32.9 | | 11.6 | | 418.9 | | 114.3 | | | 1,073.5 | | | Proved undeveloped | | 5.8 | | 0.1 | | 4.4 | | 6.7 | | | 41.8 | | | Total proved | | 38.7 | | 11.7 | | 423.3 | | 121.0 | | $ | 1,115.3 | | In accordance with guidelines established by the SEC, our estimated proved reserves as of December31,2025 were calculated using the WTI oil average spot price of $66.01 per barrel and the Henry Hub natural gas average spot price of $3.39 per MMBtu as the referenced price and, after adjusting for quality, transportation, fees, energy content and regional price differences, the adjusted average product prices were $64.97 per barrel for oil, $19.67 per barrel for NGLs and $3.88 per Mcf for natural gas. In determining the estimated price for NGLs, a ratio was computed for each field of the NGL realized price compared to the WTI oil spot price. This ratio was then applied to the oil price using SEC guidance. Such prices were held constant throughout the estimated lives of the reserves. Future production and development costs are based on year-end costs with no escalation. **Reconciliation of PV-10 to Standardized Measure of Discounted Future Net Cash Flows** Future prices received for production and costs may vary, perhaps significantly, from the prices and costs assumed for purposes of these estimates. The standardized measure of discounted future net cash flows is the after-tax present value of estimated future net revenues to be generated from the production of proved reserves, determined in accordance with the rulesand regulations of the SEC, without giving effect to nonproperty related expenses such as general and administrative expenses and debt service or to depreciation, depletion and amortization and discounted using an annual discount rate of 10%. Future income tax expenses are calculated by applying the year-end statutory tax rates to the pre-tax net cash flows. The standardized measure of discounted future net cash flows shown should not be construed as the current market value of the reserves. The 10% discount factor, which is required by Financial Accounting Standards Board pronouncements, is not necessarily the most appropriate discount rate. The present value, no matter what discount rate is used, is materially affected by assumptions as to timing of future production, which may prove to be inaccurate. At December31,2025, our proved reserves had a standardized measure of discounted future net cash flows of $651.3 million and a present value of future net pre-tax cash flows attributable to estimated net proved reserves, discounted at 10% per annum (PV-10) of $1,115.3 million.PV10 is a computation of the standardized measure of discounted future net cash flows on a pretax basis and is computed on the same basis as standardized measure of discounted future net cash flows but does not include a provision for ARO, federal income taxes, Texas gross margin tax or other state taxes. Neither PV-10 nor PV-10 before ARO are financial measures defined under accounting principles generally accepted in the United States of America (GAAP); therefore, the following table reconciles these amounts to the standardized measure of discounted future net cash flows, which is the most directly comparable GAAP financial measure. Management believes that the non-GAAP financial measures of PV-10 and PV-10 before ARO are relevant and useful for evaluating the relative monetary significance of oil and natural gas properties. PV-10 and PV-10 before ARO are used internally when assessing the potential return on investment related to oil and natural gas properties and in evaluating acquisition opportunities. We believe the use of pre-tax measures is valuable because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid. Management believes that the presentation of PV-10 and PV-10 before ARO provide useful information to investors because they are widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. PV-10 and PV-10 before ARO are not measures of financial or operating performance under GAAP, nor are they intended to represent the current market value of our estimated oil and natural gas reserves. PV-10 and PV-10 before ARO should not be considered in isolation or as substitutes for the standardized measure of discounted future net 34 [Table of Contents](#TOC) cash flows as defined under GAAP. Investors should not assume that PV-10, or PV-10 before ARO, ofour proved oil and natural gas reserves shown below represent a current market value of our estimated oil and natural gas reserves. The table below provides a reconciliation of PV-10 and PV-10 before ARO to the standardized measure of discounted future net cash flows relating to our estimated proved oil and natural gas reserves (in millions): | | | | | | | | | | | | | | | | December31, | | | | | | 2025 | | 2024 | | 2023 | | | | PV-10 | | $ | 1,115.3 | | $ | 1,229.5 | | $ | 1,080.9 | | | | Future income taxes, discounted at 10% | | | (130.8) | | | (154.8) | | | (151.0) | | | | PV-10 before ARO | | | 984.5 | | | 1,074.7 | | | 929.9 | | | | Present value of estimated ARO, discounted at 10% | | | (333.2) | | | (334.6) | | | (246.7) | | | | Standardized measure of discounted future net cash flows | | $ | 651.3 | | $ | 740.1 | | $ | 683.2 | | | **Changes in Proved Reserves** The following table discloses our estimated changes in proved reserves during 2025: | | | | | | | | MMBoe | | | Proved reserves at December 31, 2024 | | 127.0 | | | Reserves additions (reductions): | | | | | Net revisions (1) | | 6.5 | | | Sale of minerals in place | | (0.1) | | | Production | | (12.4) | | | Net reserve additions (reductions) | | (6.0) | | | Total proved reserves at December 31, 2025 | | 121.0 | | | (1) | Net revisions are primarily attributable to higher prices for natural gas partially offset by lower oil prices and a decrease in the number of PUD locations. | | See*Proved Undeveloped Reserves*below for a table reconciling the change in PUDs during 2025. See*Financial Statements and Supplementary Data Note17 Supplemental Oil and Gas Disclosures*under PartII, Item8 in this Form10-K for additional information. **Proved Undeveloped Reserves** PUDs are proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. All proved undeveloped locations conform to the SEC rules defining proved undeveloped locations. We do not have any reserves that would be classified as synthetic oil or synthetic natural gas. The following table presents changes in our PUDs (in MMBoe): | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | 2023 | | | PUDs, beginning of year | | 21.7 | | 19.7 | | 20.5 | | | Revisions of previous estimates | | (15.0) | | 0.8 | | (1.3) | | | Purchase of minerals in place | | | | 1.2 | | 0.5 | | | PUDs, end of year | | 6.7 | | 21.7 | | 19.7 | | 35 [Table of Contents](#TOC) The revisions of previous estimates were primarily due to PUD locations becoming uneconomic under current conditions (5.7 MMBoe) and PUD locations being dropped in compliance with the SECs five-year rule (9.2 MMBoe). This rule requires oil and natural gas companies to classify undeveloped reserves as proved if the development plan for the reserves provides for drilling within five years of being booked. Reserves that remain undeveloped for more than five years from the date they were booked may still be classified as PUDs, but only if it is justified by specific circumstances. We annually review all PUDs to ensure an appropriate plan for development exists. The following table presents our estimates as to the timing of converting our PUDs to proved developed reserves: | | | | | | | | | | | | | Percentageof | | | | | | | | PUDReserves | | | | | | NumberofPUD | | Scheduledtobe | | | | Year Scheduled for Development | | Locations | | Developed | | | | 2026 | | 2 | | 51 | % | | | 2027 | | 1 | | 7 | % | | | 2028 | | 3 | | 32 | % | | | 2029 | | | | | % | | | 2030+ | | 1 | | 10 | % | | | Total | | 7 | | 100 | % | | As of December31,2025, we believe that we will be able to develop 2.6 MMBoe (approximately 40% of the total 6.7 MMBoe classified as PUDs) within five years from the date such PUDs were initially recorded. The primary exceptions to the five-year rule are at the Ship Shoal 349 field (Mahogany) and the Viosca Knoll 823 field (Virgo) where future development drilling has been planned as sidetracks of existing wellbores due to conductor slot limitations and rig availability. Twosidetrack PUD locations, one each at Mahogany and Virgo, will be delayed until an existing well is depleted and available to sidetrack. Based on the latest reserve report, these PUD locations are expected to be developed in 2038 and 2026, respectively. The other exception is at the Garden Banks 783 field where significant spending has already begun on rig and platform modifications for development drilling, but the timeline has been extended to 2026 before we will be able to mobilize the rig.Future development costs associated with our PUDs at December31,2025were estimated at $198.4million. **Qualifications of Technical Persons and Internal Controls over Reserves Estimation Process** Our policies and procedures regarding internal controls over the recording of our reserves is structured to objectively and accurately estimate our reserves quantities and present values in compliance with both accounting principles generally accepted in the United States and the SECs regulations. Our estimated proved reserve information as of December31,2025included in this Form10-K was prepared by our independent petroleum consultants, NSAI, in accordance with generally accepted petroleum engineering and evaluation principles and definitions and guidelines established by the SEC. The NSAI report is based on its independent evaluation of engineering and geophysical data, product pricing, operating expenses, and the reasonableness of future capital requirements and development timing estimates provided by us. The scope and results of their procedures are summarized in a letter included as an exhibit to this Form10-K. The primary technical person at NSAI responsible for overseeing the preparation of the reserves estimates presented herein has been practicing consulting petroleum engineering at NSAI since 2015 and has over sixyears of prior industry experience. NSAI has informed us that he meets or exceeds the education, training, and experience requirements set forth in the*Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information*promulgated by the Society of Petroleum Engineers and is proficient in the application of industry standard practices to engineering evaluations as well as the application of SEC and other industry definitions and guidelines. We maintain an internal staff of reservoir engineers and geoscience professionals who work closely with our independent petroleum consultant to ensure the integrity, accuracy and timeliness of the data, methods and assumptions used in the preparation of the reserves estimates. Additionally, our senior management reviews any significant changes to our proved reserves on a quarterly basis. Our Director of Reservoir Engineering has over 36years of oil and gas 36 [Table of Contents](#TOC) industry experience and has managed the preparation of public company reserve estimates the last 22years. He joined the Company in 2016 after spending the preceding 12years as Director of Corporate Engineering for Freeport-McMoRan Oil& Gas. He has also served in various engineering and strategic planning roles with both Kerr-McGee and with Conoco,Inc. He earned a Bachelor of Science degree in Petroleum Engineering from Texas A&M University in 1989 and a masters degree in Business Administration from the University of Houston in 1999. **Reserve** **Technologies** Proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations,consistent with the definition in Rule 4-10(a)(24) of Regulation S-X. The term reasonable certainty implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. To achieve reasonable certainty, our independent petroleum consultant employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps, seismic data, well test data, production data, historical price and cost information and property ownership interests. The accuracy of the estimates of our reserves is a function of: | | the quality and quantity of available data and the engineering and geological interpretation of that data; | | | | estimates regarding the amount and timing of future operating costs, severance taxes, development costs and workovers, all of which may vary considerably from actual results; | | | | the accuracy of various mandated economic assumptions such as the future prices of oil, NGLs and natural gas; and | | | | the judgment of the persons preparing the estimates. | | Because these estimates depend on many assumptions, any or all of which may differ substantially from actual results, reserve estimates may be different from the quantities of oil and natural gas that are ultimately recovered. **Reporting of Natural Gas and Natural Gas Liquids** We produce NGLs as part of the processing of our natural gas. The extraction of NGLs in the processing of natural gas reduces the volume of natural gas available for sale. We report all natural gas production information net of the effect of any reduction in natural gas volumes resulting from the processing of NGLs. Developed and Undeveloped Acreage The following table summarizes our developed and undeveloped acreage at December31,2025: | | | | | | | | | | | | | | | | | | DevelopedAcreage | | UndevelopedAcreage | | TotalAcreage | | | | | Gross | | Net | | Gross | | Net | | Gross | | Net | | | Shelf | | 463,398 | | 413,930 | | 13,813 | | 13,813 | | 477,211 | | 427,743 | | | Deepwater | | 136,169 | | 54,020 | | 5,760 | | 5,760 | | 141,929 | | 59,780 | | | Alabama State Waters | | 5,553 | | 2,716 | | | | | | 5,553 | | 2,716 | | | Total | | 605,120 | | 470,666 | | 19,573 | | 19,573 | | 624,693 | | 490,239 | | Our net acreage decreased 12,050 net acres (2%) from December31,2024 due to lease expirations. Approximately 96.0% of our net acreage is held by production. We have the right to propose future exploration and development projects on the majority of our acreage. 37 [Table of Contents](#TOC) The following table presents the timing of expiration of our undeveloped leasehold acreage: | | | | | | | | | | Undeveloped Acreage | | | | | Net | | Percent of Total | | | 2026 | | | | 0% | | | 2027 | | 14,573 | | 74% | | | 2028 | | 5,000 | | 26% | | | 2029 | | | | 0% | | | Thereafter | | | | 0% | | | Total | | 19,573 | | 100% | | In making decisions regarding drilling and operations activity for 2025and beyond, we give consideration to undeveloped leasehold interests that may expire in the near term in order that we might retain the opportunity to extend such acreage. Drilling Activity We did not complete any wells during 2025, 2024 and 2023. Productive Wells Productive wells consist of producing wells and wells capable of production. Gross wells are the total number of productive wells in which we have a working interest, regardless of our percentage interest. A net well is not a physical well but is a concept that reflects actual working interest we hold in a given well. Our wells may produce both oil and natural gas. We classify a well as an oil well if the net equivalent production of oil was greater than natural gas for the well. The following table sets forth information relating to the productive wells in which we owned a working interest as of December31,2025: | | | | | | | | | | | | | | | | | | OilWells(1) | | GasWells(2) | | TotalWells | | | | | Gross | | Net | | Gross | | Net | | Gross | | Net | | | Operated | | 173.0 | | 164.8 | | 95.0 | | 88.3 | | 268.0 | | 253.1 | | | Non-operated | | 36.0 | | 6.3 | | 5.0 | | 1.3 | | 41.0 | | 7.6 | | | Total | | 209.0 | | 171.1 | | 100.0 | | 89.6 | | 309.0 | | 260.7 | | | (1) | Includes 21 gross (19.9 net) oil wells with multiple completions. | | | (2) | Includes 5 gross (4.3 net) natural gas wells with multiple completions. | | 38 [Table of Contents](#TOC) Production Data The following table presents information relating to our production volumes, average realized sales prices and average production costs: | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Production volumes: | | | | | | | | | | | | Oil (MBbls) | | | 5,115 | | | 5,255 | | | 5,050 | | | NGLs (MBbls) | | | 1,139 | | | 1,212 | | | 1,415 | | | Natural gas (MMcf) | | | 36,890 | | | 34,296 | | | 37,591 | | | Total oil equivalent (MBoe) | | | 12,402 | | | 12,183 | | | 12,730 | | | Average realized sales prices: | | | | | | | | | | | | Oil ($/Bbl) | | $ | 64.09 | | $ | 75.28 | | $ | 75.52 | | | NGLs ($/Bbl) | | | 17.88 | | | 23.08 | | | 22.93 | | | Natural gas ($/Mcf) | | | 3.90 | | | 2.65 | | | 2.93 | | | Oil equivalent ($/Boe) | | | 39.68 | | | 42.23 | | | 41.16 | | | Average production costs: (1) | | | | | | | | | | | | Oil equivalent ($/Boe) | | $ | 26.17 | | $ | 25.41 | | $ | 22.30 | | | (1) | Includes lease operating expenses and gathering, transportation and production taxes. | | ITEM3. LEGAL PROCEEDINGS See *Financial Statements and Supplementary Data Note 5 Commitments and Contingencies* under Part II, Item 8 in this Form 10-K for information on various legal proceedings to which we are party or our properties are subject. ITEM4. MINE SAFETY DISCLOSURES Not applicable. **PARTII** ITEM5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed and principally traded on the NYSE under the symbol WTI. As of February 28, 2026, there were 124 registered holders of our common stock. Dividends On March 5, 2026, our board of directors declared a quarterly cash dividend of $0.01 per share of common stock to be paid on March 26, 2026 to shareholders of record at the close of business on March 19, 2026. The decision to pay additional dividends on our common stock is at the discretion of our board of directors and is subject to periodic review of our performance, which includes the current economic environment and applicable debt agreement restrictions. Stock Performance Graph The performance graph below shows the cumulative total shareholder return on our common stock compared with the S&P Oil and Gas Exploration and S&P 500 indices over the five-year period beginning on December 31, 2020. The results are based on an investment of $100 in our common stock, the S&P Oil and Gas Exploration and the S&P 500. The graph assumes reinvestment of dividends. The information contained in the graph below is furnished and not filed and is not incorporated by reference into any document that incorporates this Form10-K by reference. 39 [Table of Contents](#TOC) * Equity Compensation Plan Information For equity compensation plan information, refer to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* under Part III, Item 12 in this Annual Report on Form 10-K. Issuer Purchases of Equity Securities None. Unregistered Sales of Equity Securities None. ITEM6. [RESERVED] ITEM7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with Part I, Item 1. *Business*, Item 1A. *Risk Factors*, Item 2. *Properties* and Item 7A. *Quantitative and Qualitative Disclosures About Market Risk* and with Part II, Item8. *Financial Statements and Supplementary Data* and other financial information appearing elsewhere in this 2025 Form 10-K. The following discussion and analysis includes forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Form 10-K, particularly in Part I, Item1A. *Risk Factors*. 40 [Table of Contents](#TOC) This section primarily discusses 2025 and 2024 items and comparisons between 2025 and 2024. Discussions of 2024 items and comparisons between 2024 and 2023 that are not included in this Form 10-K are incorporated by reference to Part II, Item 7. *Managements Discussion and Analysis of Financial Condition and Results of Operations*of our Annual Report on Form 10-K for the year ended December31,2024. Business Overview We are an independent oil and natural gas producer, active in the exploration, development and acquisition of oil and natural gas properties in the Gulf of America. As of December31,2025, we held working interests in 49offshore producing fields in federal and state waters(which include 42 fields in federal waters and seven in state waters). We currently have under lease approximately 624,700 gross acres (490,200net acres) spanning across the outer continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 5,600gross acres in Alabama state waters, 477,200 gross acres on the conventional shelf and approximately 141,900gross acres in the deepwater. A majority of our daily production is derived from wells we operate. Our interests in fields, leases, structures and equipment are primarily owned by our wholly-owned subsidiaries and through our proportionately consolidated interest in Monza Energy LLC. In managing our business, we are focused on optimizing production and making profitable investments, pursuing high rate of return projects and developing oil and natural gas resources in a manner that allows us to grow our production, reserves and cash flow in a capital efficient manner, organically enhancing the value of our assets. **Significant Developments** Receipt of Insurance Proceeds In January 2025, we received $58.5 million related to the settlement of claims related to the Mobile Bay plant turnaround in February 2023. During the turnaround, the MB 78-1 well was shut-in and did not return to production following completion of the planned maintenance. We filed a claim under our Energy Package Policy and in December 2024, we and the underwriters of the Energy Package Policy agreed to a settlement of claims. Issuance of 10.75% Notes and Related Transactions On January 28, 2025, we issued $350.0 million of 10.75% Notes. The 10.75% Notes were issued at par and mature on February 1, 2029. The net proceeds from the issuance of the 10.75% Notes along with cash on hand were used to (i) purchase for cash pursuant to a tender offer (the Tender Offer), such of our 11.75% Senior Second Lien Notes due 2026 (the 11.75% Notes) that were validly tendered (and not validly withdrawn) pursuant to the Tender Offer, (ii) on or after August 1, 2025, redeem in full any remaining 11.75% Notes not validly tendered and accepted for purchase in the Tender Offer and, pending such redemptions, satisfy and discharge the indenture governing the 11.75% Notes; (iii) repay outstanding amounts under the credit agreement of certain of our indirect, wholly-owned subsidiaries (the Term Loan), and (iv) pay any premiums, fees and expenses relating to these transactions. Termination of Legacy Credit Agreement and Entry into Credit Agreement On January 28, 2025, in conjunction with the issuance of the 10.75% Notes, we terminated our Sixth Amended and Restated Credit Agreement (the Legacy Credit Agreement) and entered into the Credit Agreement which provides us a revolving credit and letter of credit facility with initial bank lending commitments of $50.0 million with a letter of credit sublimit of $10.0 million. The Credit Agreement matures on July 28, 2028. Appeal with the Office of Natural Resources Revenue On August 26, 2025, the United States District Court for the Eastern District of Louisiana issued a favorable order on the Companys motion for summary judgment regarding the disallowance of allowable reduction of cash payments for royalties owed to the ONRR. On December 15, 2025 and December 16, 2025, the ONRR released the Companys administrative appeal bonds. The Company remains in discussions with the ONRR regarding the related litigation bond and the amount, if any, to be refunded or credited to the Company. As a result of the order, the Company reversed its $5.3 million accrual related to this matter. 41 [Table of Contents](#TOC) Bonding Disputes On June 14, 2025, we entered into the USSIC Settlement Agreement and, on June 15, 2025, we entered into the PIIC Settlement Agreement to dismiss all claims with the applicable parties related to the Sureties Litigation without prejudice. Pursuant to the applicable Settlement Agreement, USSIC and PIIC agree that: (i) there will be no change to the 2024 premium rates paid by us or any of its affiliates, subsidiaries or joint venture entities, for any currently existing surety bond executed by USSIC or PIIC until after December 31, 2026, at the earliest, (ii) USSIC and PIIC withdraw all demands for collateral and agree not to request, demand, or otherwise insist on collateral, whether related to a surety bond or pursuant to the indemnity agreements, until after December 31, 2026, at the earliest; provided that such restriction shall not apply if (a) we do not pay premiums owed to USSIC or PIIC when due; (b) a claim is made by a third party against any bond issued by USSIC or PIIC to us or its affiliates or subsidiaries; (c) there is an initiation of an insolvency proceeding for us or any of its affiliates, subsidiaries or joint venture entities, whether voluntary or involuntary; (d) there is an uncured event of default under the indenture governing our second lien notes due 2029 that results in an acceleration, in whole or in part, of the indebtedness thereunder; or (e) we or our affiliates or subsidiaries initiate a lawsuit against USSIC or PIIC. Each of the Settlement Agreements also provides that, in the event that we enter into an agreement to provide collateral to another party in settlement of the Sureties Litigation on bonds existing as of the date of the Settlement Agreement, we shall, on a pro rata basis, provide substantially similar collateral to USSIC or PIIC as it does to such other party. The entry into the Settlement Agreements resulted in the withdrawal of approximately $94 million in collateral demands. On June 30, 2025, we announced that the presiding judge in the Sureties Litigation recommended denying the requests for preliminary injunction submitted by two surety providers. The preliminary injunction would have required us to immediately post $105 million of collateral. The recommendation would effectively nullify all current collateral requests related to the surety litigation by the surety providers and we will not be required to post collateral (if at all) until a determination on the merits of the Sureties Litigation with the remaining surety providers. All of the remaining parties to the Sureties Litigation previously agreed to mediate the case until the mediator declares an impasse. Mediation is no longer active as the mediator has declared an impasse with respect to the surety providers that did not enter into the Settlement Agreements. We continue to evaluate potential avenues for resolution of the remaining related premium and collateral-related matters. First Quarter 2026 Dividend On March 5, 2026, we declared a first quarter dividend of $0.01 per share. We expect to pay the dividend on March 26, 2026 to stockholders of record on March 19, 2026. Business Outlook Our financial condition, cash flow and results of operations are significantly affected by the volume of our oil, NGLs and natural gas production and the prices that we receive for such production. Changes in the prices that we receive for our production impact all aspects of our business; most notably our cash flows from operations, revenues, capital allocation and budgeting decisions and our reserves volumes. Prices of oil, NGLs and natural gas have historically been volatile and can fluctuate significantly over short periods of time for many factors outside of our control, including changes in market supply and demand, which are impacted by weather conditions, pipeline capacity constraints, inventory storage levels,domestic production activities and political issues, and international geopolitical and economic events. The EIA published its latest Short-Term Energy Outlook in January 2026. The EIA expects oil prices to decline in 2026, as global oil production exceeds global oil demand, causing inventories to rise. The EIA forecasts that the spot price for WTI oil will average $52.25 per barrel in 2026, 20% less than the average price of $65.46 per barrel in 2025 and then average $50.33 per barrel in 2027. The unwinding of OPEC+ production cuts and strong growth in oil production outside of OPEC+ results in global oil production growing in the EIA forecast. Although the EIA is forecasting OPEC+ will increase production, they expect the group will produce less oil than stated in its most recent production target in an effort to avoid significant inventory builds. 42 [Table of Contents](#TOC) The EIA expects the spot prices for Henry Hub natural gas to average $3.46 per MMBtu in 2026, down 2% from the 2025 average of $3.53 per MMBtu, and average $4.59 per MMBtu in 2027. The EIA expects wholesale natural gas prices to increase due to growth in demand, led by expanding liquified natural gas exports, and more natural gas consumption in the electric power sector from growing demand for power in the commercial and industrial sectors. Our average realized sales price for oil and natural gas differs from the WTI average price and the NYMEX Henry Hub average price, respectively, primarily due to premiums or discounts, quality adjustments, location adjustments and volume weighting (collectively referred to as differentials). Oil price differentials primarily represent the transportation costs in moving produced oil at the wellhead to a refinery and are based on the availability of pipeline, rail and other transportation. Natural gas price differentials are strongly impacted by local market fundamentals, availability of transportation capacity from producing areas and seasonal impacts. Prices and differentials for NGLs are related to the supply and demand for the products making up these liquids. Some of them more typically correlate to the price ofoilwhile others are affected by natural gas prices as well as the demand for certain chemical products which are used as feedstock. We are also monitoring the impact of the tariffs announced by the United States federal government in 2025 and 2026. While there is significant uncertainty as to the duration of these and any further tariffs, and the impacts these tariffs and any corresponding retaliatory tariffs will have on the oil and gas industry and on commodity prices, we do not currently expect that the financial impact of the tariffs will be material to capital expenditures or operating expenses in 2026. **Key Challenges and Uncertainties** In addition to general market conditions and competition in the oil and natural gas industry, we believe the following represent the key challenges and uncertainties we will face in the future. Commodity Prices A prolonged period of weak commodity prices may create uncertainties in our financial condition and results of operations. Such uncertainties may include: | | ceiling test write-downs of the carrying value of our oil and natural gas properties; | | | | reductions in our proved reserves and the estimated value thereof; | | | | additional supplemental bonding and potential collateral requirements; and | | | | our ability to fund capital expenditures needed to replace produced reserves, which must be replaced on a long-term basis to provide cash to fund liquidity needs. | | Deferred Production Our oil, NGLs and natural gas production can be significantly affected by both planned and unplanned production downtime caused by events such as planned repairs and upgrades, third-party downtime associated with non-operated properties and the transportation, gathering or processing of production and weather events. For 2025, we estimate deferred production was approximately 2.5 MMBoe. BOEM Matters The BOEM requires that lessees demonstrate financial strength and reliability according to its regulations and provide acceptable financial assurances to assure satisfaction of lease obligations, including decommissioning activities in the OCS. In April 2024, BOEM released a final rule that changed the way BOEM evaluates the financial health of companies and offshore assets in setting financial assurance requirements. Under the new rule, BOEM revised the criteria for determining whether OCS oil and natural gas lessees and grant holders are required to provide supplemental financial assurance to backstop their decommissioning obligations. On April 8, 2025, pursuant to directives from the Trump administration, the DOI, through a joint filing in the U.S. District Court for the Western District of Louisiana (Case no. 2:24-cv-00820), indicated that it will not seek supplemental financial assurance in the Gulf of America except in the case of (a) sole liability properties and (b) certain non-sole liability properties that do not have a financially strong 43 [Table of Contents](#TOC) co-owner or predecessor in title and meet other conditions. Further, in May 2025, the DOI announced its intent to revise the rule, and in March 2026, BOEM published a proposed rule setting forth amendments to the existing financial assurance regulatory framework. The proposed rule would, among other things, (i) permit BOEM to consider the financial strength of predecessors with joint and several liability when determining whether supplemental financial assurance is required, (ii) revise the level of BSEE probabilistic estimates of decommissioning cost used for determining the amount of supplemental financial assurance required from P70 to P50, (iii) provide BOEM with discretion, in circumstances where decommissioning is scheduled to occur within one year of a supplemental financial assurance demand, to accept third-party decommissioning contracts or decommissioning schedules in lieu of requiring new supplemental financial assurance, (iv) eliminate the requirement that a lessee challenging a supplemental financial assurance demand post an appeal bond equal to the amount of the demand in order to obtain a stay pending appeal, and (v) explicitly recognize dual-obligee bonds (which identify multiple obligees) as an acceptable form of financial assurance. The proposed rule is subject to a 60-day public comment period, which is expected to end on May 8, 2026. The substance and timing of such legal and regulatory actions cannot be predicted at this time. The future cost of compliance with respect to supplemental financial assurances, including the obligations imposed on us, whether as current or predecessor lessee or grant holder in respect of BOEMs final rule or any new, more stringent, rules related to supplemental financial assurances could materially and adversely affect our financial condition, cash flows, liquidity and results of operations. Additionally, regardless of the final rule, BOEM has the right to issue liability orders in the future, including if it determines there is a substantial risk of nonperformance of the interest holders decommissioning liabilities. For more information on the BOEM and financial assurance obligations to that agency, see *Business Environmental, Health and Safety Matters and Government Regulations Other Regulation of the Oil and Natural Gas Industry* under PartI, Item1 of this Form10-K. Bonding In prior years, some of the sureties, which provided us surety bonds that we use for supplemental financial assurance purposes, requested and received collateral from us. Pursuant to the terms of our agreement with various sureties under our existing bonding arrangements, we may be required to post collateral. These sureties may request additional collateral from us in the future, which could be significant and could materially impact our liquidity. To the extent we are unable to provide collateral or provide an adequate alternative, including financing, we may be forced to reduce our capital expenditures in the current year or future years, may be unable to execute our ARO plan or may be unable to comply with our existing debt instruments. To the extent that the Sureties succeed in forcing us to fulfill the Demanded Collateral, or in the event that other surety entities attempt to do the same, the fulfilment of such demands could be significant and our liquidity position could be negatively impacted, and we may be required to seek alternative financing. For more information on risks associated with our bonding, please see *Risk Factors* under PartI, Item1A of this Form10-K. RESULTS OF OPERATIONS **Revenues** Our revenues are derived from the sale of our oil and natural gas production, as well as the sale of NGLs. Our oil, NGL and natural gas revenues do not include the effects of derivatives, which are reported in *Derivative gain, net* in our Consolidated Statements of Operations. 44 [Table of Contents](#TOC) The following table presents information regarding our revenues, production volumes and average realized sales prices (which exclude the effect of hedging unless otherwise stated) for 2025 and 2024 (in thousands, except average realized sales prices data): | | | | | | | | | | | | | | | Year Ended December31, | | | | | | | | 2025 | | 2024 | | | Change | | | Revenues: | | | | | | | | | | | | Oil | | $ | 327,845 | | $ | 395,620 | | $ | (67,775) | | | NGLs | | | 20,371 | | | 27,978 | | | (7,607) | | | Natural gas | | | 143,948 | | | 90,877 | | | 53,071 | | | Other | | | 9,298 | | | 10,786 | | | (1,488) | | | Total revenues | | $ | 501,462 | | $ | 525,261 | | $ | (23,799) | | | | | | | | | | | | | | | Production Volumes: | | | | | | | | | | | | Oil (MBbls) | | | 5,115 | | | 5,255 | | | (140) | | | NGLs (MBbls) | | | 1,139 | | | 1,212 | | | (73) | | | Natural gas (MMcf) | | | 36,890 | | | 34,296 | | | 2,594 | | | Total oil equivalent (MBoe) | | | 12,402 | | | 12,183 | | | 219 | | | | | | | | | | | | | | | Average daily equivalent sales (Boe/day) | | | 33,978 | | | 33,287 | | | 691 | | | | | | | | | | | | | | | Average realized sales prices: | | | | | | | | | | | | Oil ($/Bbl) | | $ | 64.09 | | $ | 75.28 | | $ | (11.19) | | | NGLs ($/Bbl) | | | 17.88 | | | 23.08 | | | (5.20) | | | Natural gas ($/Mcf) | | | 3.90 | | | 2.65 | | | 1.25 | | | Oil equivalent ($/Boe) | | | 39.68 | | | 42.23 | | | (2.55) | | | Oil equivalent ($/Boe), including realized commodity derivatives | | | 41.00 | | | 42.47 | | | (1.47) | | Changes in average sales prices and production volumes caused the following changes to our oil, NGL and natural gas revenues between 2025 and 2024 (in thousands): | | | | | | | | | | | | | Price | | Volume | | Total | | | Oil | $ | (57,231) | | $ | (10,544) | | $ | (67,775) | | | NGLs | | (5,918) | | | (1,689) | | | (7,607) | | | Natural gas | | 46,197 | | | 6,874 | | | 53,071 | | | | $ | (16,952) | | $ | (5,359) | | $ | (22,311) | | Production volumes increased by 219 MBoe to 12,402 MBoe during 2025 compared to the same period in 2024, primarily due to restoring production at our West Delta 73, MO 916 and Main Pass 108 fields and increased production at our Mobile Bay fields due to well stimulation work and reduced downtime, partially offset by unplanned third party pipeline outages and the shut-in of a well due to solids production. 45 [Table of Contents](#TOC) **Operating Expenses** The following table presents information regarding costs and expenses and selected average costs and expenses per Boe sold for the periods presented and corresponding changes (in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | | | | 2025 | | 2024 | | | Change | | | Operating expenses: | | | | | | | | | | | | Lease operating expenses | | $ | 298,781 | | $ | 281,488 | | $ | 17,293 | | | Gathering, transportation and production taxes | | | 25,743 | | | 28,177 | | | (2,434) | | | Depreciation, depletion and amortization | | | 116,405 | | | 143,025 | | | (26,620) | | | Asset retirement obligations accretion | | | 33,381 | | | 32,374 | | | 1,007 | | | General and administrative expenses | | | 79,955 | | | 82,391 | | | (2,436) | | | Total operating expenses | | $ | 554,265 | | $ | 567,455 | | $ | (13,190) | | | | | | | | | | | | | | | Average per Boe ($/Boe): | | | | | | | | | | | | Lease operating expenses | | $ | 24.09 | | $ | 23.10 | | $ | 0.99 | | | Gathering, transportation and production taxes | | | 2.08 | | | 2.31 | | | (0.23) | | | Depreciation, depletion and amortization | | | 9.39 | | | 11.74 | | | (2.35) | | | Asset retirement obligations accretion | | | 2.69 | | | 2.66 | | | 0.03 | | | General and administrative expenses | | | 6.45 | | | 6.76 | | | (0.31) | | | Total operating expenses | | $ | 44.70 | | $ | 46.57 | | $ | (1.87) | | Lease operating expenses Lease operating expenses include the expense of operating and maintaining our wells, platforms and other infrastructure primarily in the Gulf of America. These operating costs are comprised of several components including direct or base lease operating expenses, insurance premiums, workover costs and facility maintenance expenses. Our lease operating costs, which depend in part on the type of commodity produced, the level of workover activity and the geographical location of the properties,**increased $17.3million to $298.8million in 2025compared to $281.5 million in 2024. On a per Boe basis, lease operating expenses increased to $24.09per Boe during 2025compared to $23.10per Boe during 2024. On a component basis, base lease operating expenses increased $10.0 million, workover expenses increased $5.6 million and facility maintenance expenses increased$2.7million. These increases were partially offset by a decrease of $1.0 million in hurricane repairs. Expenses for direct labor, materials, supplies, repair, third-party costs and insurance comprise the most significant portion of our base lease operating expense. Base lease operating expenses increased primarily due to fields brought online during 2025 and increased repairs and maintenance in various fields, partially offset by a full year of a cost sharing agreement that began in mid-2024, cost reductions in several fields and reduced expenses from the abandonment work to shutdown certain of our fields. Workover and facilities maintenance expensesconsist of costs associated with major remedial operations on completed wells to restore, maintain or improve the wells production. Since these remedial operations are not regularly scheduled, workover and maintenance expense are not necessarily comparable from period to period.The increases in workover expenses and facilities maintenance expenses were dueto the timing and mix of projects undertaken. Hurricane expenses consist of costs for minor repairs and restoring production, as well as evacuating employees and contractors incurred as a result of Hurricanes Francine, Helene and Rafael during 2024. 46 [Table of Contents](#TOC) Gathering, transportation and production taxes Gathering and transportation consist of costs incurred in the post-production shipping of oil, NGLs, and natural gas to the point of sale.**Production taxes consist of severance taxes levied by the Alabama Department of Revenue, the Louisiana Department of Revenue and the Texas Department of Revenue on production of oil and natural gas from land or water bottoms within the boundaries of each state. Gathering, transportation and production taxes decreased to $25.7 million in 2025compared to $28.2 million in 2024, primarily due tohigher processing fees for our Mobile Bay production that had to be re-routed to a different processing plant due to the shut-in of our Mobile Bay processing plant during 2024. Depreciation, depletion and amortization **Depreciation, depletion and amortization expense (DD&A) is the expensing of the capitalized costs incurred to acquire, explore and develop oil and natural gas reserves. We use the full cost method of accounting for oil and natural gas activities. DD&A decreased $26.6 million for 2025 compared to 2024 primarily due to $28.6 million from a decrease in the depletion rate per Mcfe offset by $2.0 million from the increase in production for 2025 compared with 2024. The DD&A rate decreased to $9.39 per Boe in 2025 from $11.74 per Boe in 2024. The DD&A rate per Boe decreased primarily as a result ofdecreases in future development costs and a lower depreciable base, partially offset by decreased proved reserves. The lower depreciable base is due to the $58.5 million in insurance proceeds and $11.9 million of proceeds from the sale of oil and natural gas properties that were included in our full cost pool. Asset retirement obligations accretion expense**** Accretion expense is the expensing of the changes in value of our ARO as a result of the passage of time over the estimated productive life of the related assets as the discounted liabilities are accreted to their expected settlement values. Accretion expense increased to $33.4 million in 2025 compared to $32.4 million in 2024 primarily due to the increase in our ARO liability as a result of revisions to the estimates used in calculating the liability. General and administrative expenses General and administrative (G&A) expenses generally consist of costs incurred for overhead, including payroll and benefits for our corporate staff, costs of maintaining our headquarters, costs of managing our production operations, bad debt expense, share-based compensation costs, audit and other fees for professional services and legal compliance.**For 2025, G&A expenses were $80.0million compared to $82.4million in 2024. The decrease is primarily due to a decrease of $4.6 million in non-recurring legal and professional fees, partially offset by a $2.0 million increase in share-based compensation costs. **Other Income and Expense** The following table presents the components of other income and expense for the periods presented and corresponding changes (in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | | | | 2025 | | 2024 | | | Change | | | Interest expense, net | | $ | 36,495 | | $ | 40,454 | | $ | (3,959) | | | Loss on extinguishment of debt | | | 15,015 | | | | | | 15,015 | | | Derivative gain, net | | | (13,593) | | | (3,589) | | | (10,004) | | | Other expense, net | | | 8,415 | | | 18,071 | | | (9,656) | | | Income tax expense (benefit) | | | 50,927 | | | (9,985) | | | 60,912 | | Interest expense, net **Interest expense, net of interest income, decreased $4.0 million for 2025 compared with 2024 primarily due to a decrease of $42.3 million from the redemption of the 11.75% Notes and the repayment of the Term Loan in late January 2025, partially offset by $37.3 million incurred on the 10.75% Notes issued in late January 2025.** 47 [Table of Contents](#TOC) Loss on extinguishment of debt**** During 2025, we recorded a loss on extinguishment of debt related to our January 2025 refinancing. The loss consisted of (i) $9.8 million of premiums paid on the redemption of the tendered 11.75% Notes; (ii) $4.6 million related to the write-off of unamortized debt issuance costs; (iii) $0.5 million of fees related to the refinancing; and (iv) $0.2 million related to the legal defeasance of the untendered 11.75% Notes. Derivative gain, net Unrealized gains or losses on open derivative contracts relate to production for future periods; however, changes in the fair value of all of our open derivative contracts are recorded as a gain or loss on our Consolidated Statements of Operations at the end of each month. During 2025, the $13.6 million derivative gain consisted of $16.3 million of realized gains on settled contracts offset by a $2.7 million unrealized loss from the decrease in the fair value of the open contracts. During 2024, the $3.6 million derivative gain consisted of $2.9 million of realized gains on settled contracts and $0.7 million of unrealized gain, net, from the increase in the fair value of the open contracts. Other expense, net During 2025, other expense, net, was $8.4million, compared to $18.1million for 2024. The decrease in other expense, net was primarily due to (i) the release of an accrual of $5.3 million related to our dispute with the ONRR, (ii) a $3.4 million decrease in the accrual of additional expenses for net abandonment obligations related to our assumption of decommissioning obligations when certain counterparties in past divestiture transactions or third parties in existing leases have filed for bankruptcy protection or have been unable to perform required abandonment obligations and (iii) an increase of $1.9 million in income from unconsolidated affiliates in 2025. Income tax expense (benefit) Our effective tax rate for 2025 was not meaningful and differed from the federal statutory rate primarily due to the recording of a $71.2 million valuation allowance in 2025 against our net deferred tax assets as it is more likely than not that our deferred tax assets in excess of our deferred tax liabilities will currently not be utilized. Our effective tax rate for 2024 was 10.3% and differed from the federal statutory rateprimarily due to the impact of state income taxes, non-deductible compensation and adjustments to the valuation allowance on our deferred tax assets. **LIQUIDITY AND CAPITAL RESOURCES** **Liquidity Overview** Our primary liquidity needs are to fund capital and operating expenditures and strategic acquisitions to allow us to replace our oil and natural gas reserves, repay and service outstanding borrowings, operate our properties and satisfy our ARO. We have funded such activities in the past with cash on hand, net cash provided by operating activities, sales of property, securities offerings and bank and other borrowings, and expect to continue to do so in the future. We expect to support our business requirements primarily with cash on hand and cash generated from operations. As of December31,2025, we had $140.6million of available cash on hand and $43.9 million available under our Credit Agreement, based on a borrowing base of $50.0 million and $6.1 million of letters of credit outstanding. We also have up to approximately $83.0 million of availability through our at-the-market equity offering program, pursuant to which we may offer and sell shares of our common stock from time to time. Based on our current financial condition and current expectations of future market conditions, we believe our cash on hand, cash flows from operating activities and access to the equity markets from our at-the-market equity offering program will provide us with additional liquidity to continue our growth to take advantage of the current commodity environment and will allow us to meet our cash requirements for at least the next 12 months and beyond. We continuously review our liquidity and capital resources. If market conditions were to change, for instance, due to uncertainty created by geopolitical events, a pandemic or a significant prolonged decline in oil and natural gas prices, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be negatively impacted. 48 [Table of Contents](#TOC) **Cash Flow Information** The following table summarizes cash flows provided by (used in) each type of activity for the following periods (in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | | | | 2025 | | 2024 | | | Change | | | Operating activities | | $ | 77,243 | | $ | 59,539 | | $ | 17,704 | | | Investing activities | | | 21,861 | | | (118,177) | | | 140,038 | | | Financing activities | | | (69,039) | | | (8,562) | | | (60,477) | | Operating activities Our largest source of operating cash is collecting cash from customers and joint interest partners from sales of our products. The primary use of operating cash is to pay our suppliers, employees and others for a wide range of goods and services. Net cash provided by operating activities for 2025was $77.2million, increasing $17.7 million from 2024. This was primarily due to an increase of $29.6 million from changes in operating assets and liabilities offset by a decrease of $11.9 million in net loss adjusted for certain non-cash items. The increase in operating assets and liabilities is primarily related to lower accounts receivable balances due to decreased revenues partially offset by higher accounts payable and accrued liabilities balances in the current period. The decrease in net loss adjusted for certain non-cash items was primarily related to a $23.8 million decrease in revenues and increases in cash operating expenses, partially offset by a $10.1 million increase in derivative cash receipts. Investing activities Our principal recurring investing activity is the funding of acquisitions and investments in oil and natural gas properties to support and generate revenues from operations. Net cash provided by investing activities for 2025 increased $140.0 million compared to2024. During 2025, we received $58.5 million in insurance proceeds and $11.9 million in proceeds from the sale of oil and natural gas properties. As we use the full cost method of accounting for our oil and natural gas properties, these proceeds were recorded in our full cost pool. This increase in cash flows and a $79.9 million decrease in acquisition of property interests was partially offset by an $11.3 million increase in investments in oil and natural gas properties. Financing activities Net cash used in financing activities during 2025 increased by $60.5 million compared to 2024. In connection with our debt refinancing in January 2025, we received $350.0 million in proceeds from the issuance of our 10.75% Notes and used these proceeds, along with cash on hand, to (i) purchase for cash, pursuant to the Tender Offer, $269.8 million of our 11.75% Notes; (ii) repay $114.2 million of amount outstanding under our Term Loan; (iii) purchase $5.3 million of government securities to be used in the legal defeasance of the remaining principal of our 11.75% Notes not validly tendered and accepted for purchase in the Tender Offer; and (iv) pay $21.8 million in premiums, fees and debt issuance costs. **Capital Expenditures** The level of our investment in oil and natural gas properties changes from time to time depending on numerous factors including the prices of oil, NGLs and natural gas, acquisition opportunities, liquidity and financing options and the results of our exploration and development activities. 49 [Table of Contents](#TOC) The following table presents our investments in oil and gas properties and equipment for exploration, development, acquisitions and other leasehold costs (in thousands): | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | | Exploration and development | | | | | | | | | Conventional shelf (1) | | $ | 47,030 | | $ | 17,755 | | | Deepwater | | | 6,015 | | | 7,650 | | | Acquisitions of interests | | | 711 | | | 80,635 | | | Seismic and other | | | 1,658 | | | 8,150 | | | Investments in oil and gas property/equipment accrual basis | | $ | 55,414 | | $ | 114,190 | | | (1) | Includes exploration and development capital expenditures in Alabama state waters. | | Our preliminary capital expenditure budget for 2026has been established in the range of $19.5millionto $24.5million, which excludes acquisitions. In our view of the outlook for 2026, we believe this level of capital expenditure will enhance our liquidity capacity throughout 2026and beyond while providing liquidity to make strategic acquisitions. At current pricing levels, we expect our cash flows to cover our liquidity requirements, and we expect additional financing sources to be available if needed. If our liquidity becomes stressed from significant or prolonged reductions in realized prices, we have flexibility in our capital expenditure budget to reduce investments. We strive to maintain flexibility in our capital expenditure projects and if commodity prices improve, we may increase our investments. **Acquisitions ** We have grown by making strategic acquisitions of producing properties in the Gulf of America. We seek opportunities where we can exploit additional drilling projects and reduce costs. Any future acquisitions are subject to the completion of satisfactory due diligence, the negotiation and resolution of significant legal issues, the negotiation, documentation and completion of mutually satisfactory definitive agreements among the parties, the consent of our lenders, our ability to finance the acquisition and approval of our board of directors. We cannot guarantee that any such potential transaction would be completed on acceptable terms, if at all. **Asset Retirement Obligations****** We have obligations to plug and abandon wells, remove platforms, pipelines, facilities and equipment and restore the land or seabed at the end of oil and natural gas production operations. During 2025, we paid $36.8 million related to these obligations. Our ARO estimates as of December31,2025and 2024were $561.9million and $548.8 million, respectively. As our ARO estimates are for work to be performed in the future, and in the case of our non-current ARO, extend from one-to-manyyears in the future, the timing and amount of actual expenditures could be substantially different than our estimates. See PartI, Item1A. *Risk Factors* and*Financial Statements and Supplementary Data Note3 Asset Retirement Obligations*under PartII, Item8 in this Form10-K for additional information regarding our ARO. **Debt** As of December31,2025, we have $358.8 million in aggregate principal amount of long-term debt outstanding, with $8.8 million in aggregate principal amount coming due over the next twelve months. For additional information about our long-term debt, see Part II, Item 8. *Financial Statements and Supplementary Data Note 4 Debt*of this Annual Report. 50 [Table of Contents](#TOC) **Dividend**s During 2025, we declared cash dividends totaling approximately $6.4 million to holders of our common stock. The amount and frequency of future dividends is subject to the discretion of our board of directors and primarily depends on earnings, capital expenditures, debt covenants and various other factors. For additional information about our dividends, see Part II, Item 8. *Financial Statements and Supplementary Data Note 6 Stockholders Equity and Note 18 Subsequent Events*of this Annual Report. **Contractual Obligations and Commitments** Our material cash commitments from known contractual and other obligations consist primarily of obligations for debt and related interest, operating leases, ARO and other obligations as part of normal operations. Certain amounts included in our contractual obligations as of December31,2025 are based on our estimates and assumptions about these obligations, including their duration, anticipated actions by third parties and other factors. See *Financial Statements and Supplementary Data Note 4 Debt*under Part II, Item 8 in this 10-K for information regarding scheduled maturities of our debt. See *Financial Statements and Supplementary Data Note 9 Leases*under Part II, Item 8 in this 10-K for information regarding scheduled maturities of our operating leases. As of December31,2025, we have expected cash payments for estimated interest on our long-term debt of $37.8 million payable within the next twelve months and $78.4 million payable through the maturity dates of our long-term debt. As of December31,2025, we had obligations for estimated fees for surety bonds related to obligations under certain purchase and sale agreements and for supplemental bonding for plugging and abandonment of $7.1 million payable in the next twelve months and $88.1 million through the estimated timing of the plugging and abandonment obligation occurs. The amounts are based on current market rates and conditions for these types of bonds and are subject to change. Excluded are potential increases in surety bond requirements which cannot be determined. Additionally, we have obligations related to estimates of minimum quantities obligations for certain pipeline contracts which were assumed in conjunction with the purchase of an interest in the Heidelberg field of $0.4 million in the next twelve months and $0.4 million through the term of the contracts. We have obligations under joint interest arrangements related to commitments that have not yet been incurred. In these instances, we are obligated to pay, according to our interest ownership, a portion of exploration and development costs, and operating costs, which potentially could be offset by our interest in future revenue from these non-operated properties. We also have obligations to plug and abandon well bores, remove platforms, pipelines, facilities and equipment and restore the land or seabed at the end of oil and natural gas production operations. These obligations for future commitments cannot be determined due to the variability of factors involved. CRITICAL ACCOUNTING ESTIMATES An accounting policy is deemed to be critical if the nature of the estimate or assumption it incorporates is subject to a material level of judgment related to matters that are highly uncertain and changes in those estimates and assumptions are reasonably likely to materially impact our consolidated financial statements. These estimates reflect our best judgment about current, and for some estimates, future, economic and market conditions and their potential effects based on information available as of the date of these financial statements. Our most significant accounting policies are discussed in *Financial Statements and Supplementary Data Note1 Basis of Presentation and Significant Accounting Policies* under PartII, Item8 in this Form10-K. We believe that the following are the critical accounting estimates used in the preparation of our consolidated financial statements for the year ended December31,2025. There are other items within our consolidated financial statements that require estimation and judgment, but they are not deemed critical as defined above. 51 [Table of Contents](#TOC) **Accounting for Oil and Natural Gas Properties** We account for our oil and natural gas operations using the full cost method of accounting.Under this method, substantially all costs incurred in connection with the acquisition, development and exploration of oil and natural gas reserves are capitalized. These capitalized amounts include the internal costs directly related to acquisition, development and exploration activities, asset retirement costs, and capitalized interest. Under the full cost method, dry hole costs, geological and geophysical costs, and overhead costs directly related to these activities are capitalized into the full cost pool, which is subject to amortization and assessed for impairment on a quarterly basis through a ceiling test calculation as discussed below. 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 for oil, NGLs and natural gas, which may make it non-economic to drill for and produce higher cost reserves. At December31,2025, a five percent positive revision to proved reserves would decrease the depletion rate by approximately $0.06 per Mcfe and a five percent negative revision to proved reserves would increase the depletion rate by approximately $0.06 per Mcfe. 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 Consolidated 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 in the period of occurrence and could result in lower amortization expense in future periods. The PV-10 of our estimated proved reserves is a major component of the ceiling calculation and represents the component that requires the most subjective judgments. However, the associated prices of oil, NGL 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, 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 December31,2025 of the WTI 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 December31,2025 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 December31,2025. Additionally, a 10% reduction in PV-10 at December31,2025, while all other factors remained constant, would also not have generated an impairment. The policies discussed above impact the carrying value of our properties and involve significant judgments about the impact of future events on our estimated cash flows. Future events and circumstances currently unknown to us could require future impairments to our properties and materially change the carrying value of our properties. **Oil and Natural Gas Reserve Quantities** Proved oil, NGL and natural gas reserves are estimated in accordance with the rules established by the SEC and the Financial Accounting Standards Board. The rules require that reserve estimates be prepared under existing economic and operating conditions using a trailing 12-month average price with no provision for price and cost escalation in future years except by contractual arrangements. Our reserve estimates are prepared by our reserve engineers and our independent petroleum consultant, NSAI. 52 [Table of Contents](#TOC) Our reserve estimates are updated at least annually using geological and reserve data, as well as production performance data. Reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. It is possible that, because of changes in market conditions or the inherent imprecision of reserve estimates, the estimates of future cash inflows, future gross revenues, the amount of oil and natural gas reserves, the remaining estimated lives of oil and natural gas properties, or any combination of the above may be increased or decreased. Increases in recoverable economic volumes generally reduce per unit depletion rates, while decreases in recoverable economic volumes generally increase per unit depletion rates. A decline in proved reserves may result from lower market prices, which may make it uneconomical to drill for and produce higher cost fields. In addition, a decline in proved reserve estimate may impact the outcome of our assessment of oil and natural gas producing properties for impairment. We cannot predict what reserve revisions may be required in future periods. We periodically reevaluate proved reserves along with estimates of future production rates, production costs and the timing of development expenditures. Future results of operations for any period could be materially affected by changes in our assumptions. Significant changes in these estimates could result in a change to our estimated reserves, which could lead to a material change to our production depletion expense. **Asset Retirement Obligations** We have significant obligations associated with the retirement of our oil and natural gas wells and related infrastructure. We have obligations to plug and abandon all wells, remove our platforms, pipelines, facilities and equipment and restore the land or seabed at the end of oil and natural gas production operations. Estimating the future restoration and removal cost requires us to make estimates and judgments because the removal obligations may be manyyears in the future and contracts and regulations often have vague descriptions of what constitutes removal. Asset removal technologies and costs are constantly changing, as are regulatory, political, environmental, safety and public relations considerations. We accrue a liability with respect to these obligations based on our estimates of the timing and the fair value of an obligation to replace, remove or retire the associated assets. After initial recording, the liability is accreted to its future estimated value using an assumed cost of funds. In estimating the liabilityassociated with our AROs, we utilize several assumptions, including a credit-adjusted risk-free interest rate, estimated costs of decommissioning services, estimated timing of when the work will be performed and a projected inflation rate. To the extent future revisions to these estimates impact the value of our abandonment liability, a corresponding adjustment is made to our oil and natural gas property balance. **Income Taxes** Our income tax expense and deferred tax assets and liabilities reflect managements best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining consolidated income tax expense. Deferred income taxes arise from temporary differences between the book carrying amounts and the tax basis of assets and liabilities, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence including scheduled reversals of deferred tax liabilities, projected future taxable income, taxplanning strategies and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for changes in accounting policies and incorporate assumptions, including the amount of future U.S. federal and state pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent taxplanning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we use to manage the underlying business. As of December31,2025, we have federal net operating loss (NOL) carryforwards of $87.1 million that do not expire, state NOL carryforwards of $108.8 million that expire on various dates from 2038 through 2040 and interest expense limitation carryforwards of $117.5 million that do not expire. We believe that it is more likely than not that the benefit from certain of these carryforwards will not be realized. In recognition of this risk, we have provided a full 53 [Table of Contents](#TOC) valuation allowance against the deferred tax assets related to these carryforwards. If our assumptions change and we determine that we will be able to realize these carryforwards, the tax benefits related to any reversal of the valuation allowance on deferred tax assets as of December31,2025 would be recognized as a reduction of income tax expense. ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the normal course of business, we are exposed to certain market risks that are inherent to the business of exploration and development of oil and natural gas. We may enter into derivative contracts to manage or reduce market risk, but we do not enter into derivative contracts for speculative purposes. We do not designate our derivative contracts as hedges for accounting purposes. Accordingly, the changes in the fair value of these derivative contracts are recognized currently in earnings. **Commodity Price Risk** Our major market risk exposure is the fluctuation of prices for oil, NGLs and natural gas. These fluctuations have a direct impact on our revenues, earnings and cash flow. For example, assuming a 10% decline in our average realized oil, NGL and natural gas sales prices in 2025 and assuming no other items had changed, our revenue would have decreased by approximately $49.2 million in 2025. This amount would be representative of the effect on operating cash flows under these price change assumptions. We have attempted to mitigate commodity price risk and stabilize cash flows associated with our forecasted sales of oil and natural gas production through the use of swaps, purchased calls and purchased puts. Our derivatives will not mitigate all the commodity price risks of our forecasted sales of natural gas production and, as a result, we will be subject to commodity price risks on our remaining forecasted production. The following table summarizes the historical results of our hedging activities: | | | | | | | | | | | | Year Ended | | | | | December31, | | | | | 2025 | | 2024 | | | Oil ($/Bbl): | | | | | | | | | Average realized sales price, before the effects of derivative settlements | | $ | 64.09 | | $ | 75.28 | | | Effects of realized commodity derivatives | | | 0.14 | | | | | | Average realized sales price, including realized commodity derivatives | | $ | 64.23 | | $ | 75.28 | | | | | | | | | | | | Natural Gas ($/Mcf) | | | | | | | | | Average realized sales price, before the effects of derivative settlements | | $ | 3.90 | | $ | 2.65 | | | Effects of realized commodity derivatives | | | 0.42 | | | 0.08 | | | Average realized sales price, including realized commodity derivatives | | $ | 4.32 | | $ | 2.73 | | **Interest Rate Risk** As of December31,2025, our interest rate risk exposure is mitigated as a result of fixed interest rates on all our long-term debt outstanding. Should we ever have amounts outstanding under our Credit Agreement, we would be subject to some interest rate risk exposure, as our Credit Agreement has a variable interest rate per annum, which, at our option, is equal to either (a) an adjusted rate based on the Secured Overnight Financing Rate (SOFR) plus an applicable margin that varies from 3.75% to 4.75% depending on the utilization of the Credit Agreement or (b) a base rate plus an applicable margin that varies from 2.75% to 4.75%, such base rate calculated based on the highest of (i) the federal funds effective rate plus of 1.0%, (ii) the U.S. Prime Rate and (iii) an adjusted SOFR rate for a 1-month interest period plus 1.0%. We do not have any derivative contracts related to interest rates as of December31,2025. 54 [Table of Contents](#TOC) ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA W&T OFFSHORE,INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | Page | | | Managements Report on Internal Control over Financial Reporting | 56 | | | Reports of Independent Registered Public Accounting Firm (PCAOB ID 034) | 57 | | | Report of Independent Registered Public Accounting Firm (PCAOB ID 0042) | 61 | | | Consolidated Financial Statements: | 62 | | | Consolidated Balance Sheets as of December 31, 2025 and 2024 | 62 | | | Consolidated Statements of Operations for theyears ended December31, 2025, 2024 and 2023 | 63 | | | Consolidated Statements of Changes in Shareholders Equity (Deficit) for theyears ended December31, 2025, 2024and 2023 | 64 | | | Consolidated Statements of Cash Flows for theyears ended December31, 2025, 2024and 2023 | 65 | | | Notesto Consolidated Financial Statements | 66 | | 55 [Table of Contents](#TOC) MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules13a-15(f)and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States (GAAP). Our internal control over financial reporting includes those policies and procedures that (i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and (iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving their control objectives. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December31,2025in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The effectiveness of our internal control over financial reporting as of December31,2025has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein. 56 [Table of Contents](#TOC) **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Shareholders and the Board of Directors of W&T Offshore Inc. **Opinion on Internal Control over Financial Reporting** We have audited the internal control over financial reporting of W&T Offshore Inc. and subsidiaries (the Company) as of December 31, 2025, based on criteria established in *Internal Control Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in *Internal Control Integrated Framework (2013)* issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 16, 2026, expressed an unqualified opinion on those financial statements. **Basis for Opinion** The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. **Definition and Limitations of Internal Control over Financial Reporting** A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Houston, Texas March 16, 2026 57 [Table of Contents](#TOC) **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Shareholders and the Board of Directors of W&T Offshore, Inc. **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of W&T Offshore, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in shareholders' equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in *Internal Control Integrated Framework* (*2013*) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 16, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. **Basis for Opinion** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. **Critical Audit Matters** The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Oil and Natural Gas Property and Depletion Oil and Natural Gas Reserve Quantities Refer to Note 1 to the financial statements *Critical Audit Matter Description* The Company uses the full cost method of accounting for its oil and natural gas properties. The Companys proved oil and natural gas properties are depleted using the units of production method and are evaluated for impairment by the ceiling test calculation, utilizing the Companys estimate of proved reserves in accordance with the rules established by the SEC and the Financial Accounting Standards Board. The Companys estimate of proved reserves requires 58 [Table of Contents](#TOC) management to make significant estimates and assumptions related to the future rates of production, the future development expenditures associated with proved undeveloped reserves, and the timing of development expenditures and the intention to develop proved undeveloped reserves within the five-year development period (unless specific circumstances justify a longer period) as prescribed by SEC guidelines. The Company engages an independent reservoir engineering firm, managements specialist, to estimate oil and natural gas quantities using these assumptions and engineering data. Changes in these assumptions or engineering data could have a significant impact on the amount of depletion and impairment recorded for the Companys proved oil and natural gas properties. Given the significant judgments made by management and managements specialist, performing audit procedures to evaluate the Companys estimated proved reserves, including managements estimates and assumptions related to future rates of production, future development expenditures, and the timing of such development expenditures within the five-year development period (or the justification of applying a longer development period), required a high degree of auditor judgment and an increased extent of effort. *How the Critical Audit Matter Was Addressed in the Audit* Our audit procedures to evaluate managements significant judgments and assumptions related to estimated proved reserves included the following, among others: | | We tested the effectiveness of controls over the reserve report, including those over managements estimation of future development expenditures, managements evaluation of the feasibility of their development plan and their adherence to SEC guidelines when classifying future locations within proved undeveloped reserves, and managements review of the report compiled by the independent reservoir engineering firm. | | | | We evaluated the reasonableness of managements development plan by comparing the forecasts to: | | | o | Historical conversions of proved undeveloped oil and natural gas reserves into proved developed oil and natural gas reserves. | | | o | Internal communications to management and the Board of Directors. | | | o | Prior year reserve reports to evaluate whether the forecasted date of development for each proved undeveloped location is within five years of the date of its original inclusion in proved reserves. | | | o | The facts and circumstances for the inclusion of any proved undeveloped locations with a development period longer than five years. | | | o | The financial ability of the Company to execute its drilling program. | | | | We evaluated the reasonableness of managements estimate of future development expenditures by comparing the estimate to: | | | o | Historical development of similar wells, including location of the well. | | | o | Internal data and internal communications to management. | | | o | Approval for expenditures. | | | | We evaluated the reasonableness of managements estimated reserve quantities by performing the following: | | | o | Evaluating the experience, qualifications and objectivity of managements specialist, an independent reservoir engineering firm. | | | o | Performing analytical procedures on the reserve quantities developed by managements specialist. | | Asset Retirement Obligations Refer to Notes 1 and 3 to the financial statements *Critical Audit Matter Description* The Company has obligations to plug and abandon well bores, remove platforms, pipelines, facilities and equipment and restore the land or seabed at the end of oil and natural gas production operations. The Company records a separate liability for the present value of an asset retirement obligation based on the estimated timing and amount to replace, remove or retire the associated assets, with an offsetting increase to oil and natural gas property costs. Several assumptions are utilized to estimate the asset retirement obligation liabilities, including a credit-adjusted risk-free 59 [Table of Contents](#TOC) interest rate, estimated costs of decommissioning services, estimated timing of when the work will be performed and a projected inflation rate. After initial recording, the liability is accreted to its future estimated value. If necessary, adjustments are made to the liability based on changes in expected future decommissioning costs. The estimation of the asset retirement obligation requires significant judgment given the magnitude of the expected decommissioning costs and uncertainty related to the timing of when the decommissioning work will be performed. Total asset retirement obligations as of December 31, 2025 are $561.8 million, with $26.1 million classified as a current liability and $535.7 million classified within long-term liabilities. Given the significant judgments made by management, performing audit procedures to evaluate the Companys asset retirement obligations, including managements estimates and assumptions related to future decommissioning costs and the expected timing of such future decommissioning costs, required a high degree of auditor judgment and an increased extent of effort. *How the Critical Audit Matter Was Addressed in the Audit* Our audit procedures to evaluate managements significant judgments and assumptions related to asset retirement obligations included the following, among others: | | We tested the effectiveness of controls over asset retirement obligations, including those over the estimation of the future decommissioning costs and the expected timing of such future decommissioning costs. | | | | We evaluated the reasonableness of managements estimate of future decommissioning costs by comparing the estimate to: | | | o | Historical decommissioning costs incurred. | | | o | Internal data and internal communications to management. | | | o | Approval for expenditures. | | | | We evaluated the reasonableness of managements expected timing of its future retirement obligations by comparing such dates to assumptions used in other areas, including the remaining well useful lives used in the estimation of oil and natural gas reserves. | | /s/ DELOITTE & TOUCHE LLP Houston, TX March 16, 2026 We have served as the Company's auditor since 2024. 60 [Table of Contents](#TOC) **Report of Independent Registered Public Accounting Firm** To the Shareholders and the Board of Directors of W&T Offshore, Inc. and subsidiaries **Opinion on the Financial Statements** We have audited the accompanying consolidated statements of operations, changes in shareholders (deficit) equity and cash flows of W&T Offshore, Inc. and subsidiaries (the Company) for the year ended December31, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December31, 2023, in conformity with U.S. generally accepted accounting principles. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Ernst & Young, LLP We have served as the Companys auditor from 2000 to 2024. Houston, Texas March 6, 2024 61 [Table of Contents](#TOC) W&T Offshore, Inc. Consolidated Balance Sheets (In thousands) | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | | Assets | | | | | | | | | Current assets: | | | | | | | | | Cash and cash equivalents | | $ | 140,558 | | $ | 109,003 | | | Restricted cash | | | 62 | | | 1,552 | | | Accounts receivable: | | | | | | | | | Oil, natural gas liquids and natural gas sales | | | 59,633 | | | 63,558 | | | Joint interest, net | | | 24,473 | | | 25,841 | | | Prepaid expenses and other current assets | | | 14,543 | | | 18,504 | | | Total current assets | | | 239,269 | | | 218,458 | | | | | | | | | | | | Oil and natural gas properties and other, net | | | 662,082 | | | 777,741 | | | Restricted deposits for asset retirement obligations | | | 24,026 | | | 22,730 | | | Deferred income taxes | | | 35 | | | 48,808 | | | Other assets | | | 30,395 | | | 31,193 | | | Total assets | | $ | 955,807 | | $ | 1,098,930 | | | Liabilities and Shareholders Deficit | | | | | | | | | Current liabilities: | | | | | | | | | Accounts payable | | $ | 98,406 | | $ | 83,625 | | | Accrued liabilities | | | 39,809 | | | 33,271 | | | Undistributed oil and natural gas proceeds | | | 59,065 | | | 53,131 | | | Advances from joint interest partners | | | 2,394 | | | 2,443 | | | Current portion of asset retirement obligations | | | 26,147 | | | 46,326 | | | Current portion of long-term debt, net | | | 8,458 | | | 27,288 | | | Total current liabilities | | | 234,279 | | | 246,084 | | | | | | | | | | | | Asset retirement obligations | | | 535,704 | | | 502,506 | | | Long-term debt, net | | | 342,355 | | | 365,935 | | | Other liabilities | | | 15,781 | | | 16,182 | | | | | | | | | | | | Commitments and contingencies | | | 27,440 | | | 20,800 | | | | | | | | | | | | Shareholders deficit: | | | | | | | | | Preferred stock: $0.00001 par value; 20,000 shares authorized; no shares issued | | | | | | | | | Common stock: $0.00001 par value; 400,000 shares authorized; 151,647 shares and 150,243 shares issued, respectively | | | 2 | | | 2 | | | Additional paid-in capital | | | 604,732 | | | 595,407 | | | Retained deficit | | | (780,319) | | | (623,819) | | | Treasury stock: 2,869 shares, at cost | | | (24,167) | | | (24,167) | | | Total shareholders deficit | | | (199,752) | | | (52,577) | | | Total liabilities and shareholders deficit | | $ | 955,807 | | $ | 1,098,930 | | See accompanying Notes to Consolidated Financial Statements. 62 [Table of Contents](#TOC) W&T Offshore,Inc. Consolidated Statements of Operations (In thousands, except per share amounts) | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Revenues: | | | | | | | | | | | | Oil | | $ | 327,845 | | $ | 395,620 | | $ | 381,389 | | | NGLs | | | 20,371 | | | 27,978 | | | 32,446 | | | Natural gas | | | 143,948 | | | 90,877 | | | 110,158 | | | Other | | | 9,298 | | | 10,786 | | | 8,663 | | | Total revenues | | | 501,462 | | | 525,261 | | | 532,656 | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | | Lease operating expenses | | | 298,781 | | | 281,488 | | | 257,676 | | | Gathering, transportation and production taxes | | | 25,743 | | | 28,177 | | | 26,250 | | | Depreciation, depletion, and amortization | | | 116,405 | | | 143,025 | | | 114,677 | | | Asset retirement obligations accretion | | | 33,381 | | | 32,374 | | | 29,018 | | | General and administrative expenses | | | 79,955 | | | 82,391 | | | 75,541 | | | Total operating expenses | | | 554,265 | | | 567,455 | | | 503,162 | | | | | | | | | | | | | | | Operating (loss) income | | | (52,803) | | | (42,194) | | | 29,494 | | | | | | | | | | | | | | | Interest expense, net | | | 36,495 | | | 40,454 | | | 44,689 | | | Loss on extinguishment of debt | | | 15,015 | | | | | | | | | Derivative gain, net | | | (13,593) | | | (3,589) | | | (54,759) | | | Other expense, net | | | 8,415 | | | 18,071 | | | 5,621 | | | (Loss) income before income taxes | | | (99,135) | | | (97,130) | | | 33,943 | | | Income tax expense (benefit) | | | 50,927 | | | (9,985) | | | 18,345 | | | Net (loss) income | | $ | (150,062) | | $ | (87,145) | | $ | 15,598 | | | | | | | | | | | | | | | Net (loss) income per common share: | | | | | | | | | | | | Basic | | $ | (1.01) | | $ | (0.59) | | $ | 0.11 | | | Diluted | | | (1.01) | | | (0.59) | | | 0.11 | | | | | | | | | | | | | | | Weighted average common shares outstanding: | | | | | | | | | | | | Basic | | | 148,207 | | | 147,133 | | | 146,483 | | | Diluted | | | 148,207 | | | 147,133 | | | 148,302 | | See accompanying Notes to Consolidated Financial Statements. 63 [Table of Contents](#TOC) W&T Offshore,Inc. Consolidated Statements of Changes in Shareholders Equity (Deficit) (In thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | Additional | | | | | | | | | | Shareholders | | | | | CommonStock | | Paid-In | | Retained | | TreasuryStock | | Equity | | | | | Shares | | Value | | Capital | | Deficit | | Shares | | Value | | (Deficit) | | | Balances at December31,2022 | | 146,133 | | $ | 1 | | $ | 576,588 | | $ | (544,788) | | 2,869 | | $ | (24,167) | | $ | 7,634 | | | Cash dividends | | | | | | | | | | | (1,466) | | | | | | | | (1,466) | | | Share-based compensation | | | | | | | | 10,383 | | | | | | | | | | | 10,383 | | | Shares withheld related to net settlement of equity awards | | | | | | | | (957) | | | | | | | | | | | (957) | | | Share-based compensation common stock issuances | | 448 | | | | | | | | | | | | | | | | | | | | Net income | | | | | | | | | | | 15,598 | | | | | | | | 15,598 | | | Balances at December31,2023 | | 146,581 | | | 1 | | | 586,014 | | | (530,656) | | 2,869 | | | (24,167) | | | 31,192 | | | Cash dividends | | | | | | | | | | | (6,018) | | | | | | | | (6,018) | | | Share-based compensation | | | | | | | | 10,192 | | | | | | | | | | | 10,192 | | | Shares withheld related to net settlement of equity awards | | | | | | | | (799) | | | | | | | | | | | (799) | | | Share-based compensation common stock issuances | | 793 | | | 1 | | | | | | | | | | | | | | 1 | | | Net loss | | | | | | | | | | | (87,145) | | | | | | | | (87,145) | | | Balances at December31,2024 | | 147,374 | | | 2 | | | 595,407 | | | (623,819) | | 2,869 | | | (24,167) | | | (52,577) | | | Cash dividends | | | | | | | | | | | (6,438) | | | | | | | | (6,438) | | | Share-based compensation | | | | | | | | 10,092 | | | | | | | | | | | 10,092 | | | Shares withheld related to net settlement of equity awards | | | | | | | | (767) | | | | | | | | | | | (767) | | | Share-based compensation common stock issuances | | 1,404 | | | | | | | | | | | | | | | | | | | | Net loss | | | | | | | | | | | (150,062) | | | | | | | | (150,062) | | | Balances at December31,2025 | | 148,778 | | $ | 2 | | $ | 604,732 | | $ | (780,319) | | 2,869 | | $ | (24,167) | | $ | (199,752) | | See accompanying Notes to Consolidated Financial Statements. 64 [Table of Contents](#TOC) W&T Offshore,Inc. Consolidated Statements of Cash Flows (In thousands) | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Operating activities: | | | | | | | | | | | | Net (loss) income | | $ | (150,062) | | $ | (87,145) | | $ | 15,598 | | | Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | | | | | | | | | | Depreciation, depletion, amortization and accretion | | | 149,786 | | | 175,399 | | | 143,695 | | | Share-based compensation | | | 12,226 | | | 10,192 | | | 10,383 | | | Amortization of debt issuance costs | | | 3,371 | | | 4,562 | | | 6,980 | | | Loss on extinguishment of debt | | | 15,015 | | | | | | | | | Derivative gain, net | | | (13,593) | | | (3,589) | | | (54,759) | | | Derivative cash receipts, net | | | 14,561 | | | 4,527 | | | (8,932) | | | Deferred income expense (benefit) | | | 50,674 | | | (10,077) | | | 18,485 | | | Changes in operating assets and liabilities: | | | | | | | | | | | | Accounts receivable | | | 5,294 | | | (19,621) | | | 12,586 | | | Prepaid expenses and other current assets | | | 3,411 | | | (1,450) | | | (2,712) | | | Accounts payable, accrued liabilities and other | | | 23,325 | | | 26,433 | | | 7,972 | | | Asset retirement obligation settlements | | | (36,765) | | | (39,692) | | | (33,970) | | | Net cash provided by operating activities | | | 77,243 | | | 59,539 | | | 115,326 | | | | | | | | | | | | | | | Investing activities: | | | | | | | | | | | | Investment in oil and natural gas properties and equipment | | | (48,650) | | | (37,357) | | | (41,813) | | | Acquisition of property interests | | | (711) | | | (80,635) | | | (27,384) | | | Proceeds from sale of oil and natural gas properties | | | 11,916 | | | | | | | | | Insurance proceeds | | | 58,500 | | | | | | | | | Purchase of corporate aircraft | | | | | | | | | (8,983) | | | Purchases of furniture, fixtures and other | | | (121) | | | (185) | | | (3,428) | | | Distribution from unconsolidated affiliate | | | 927 | | | | | | | | | Net cash provided by (used in) investing activities | | | 21,861 | | | (118,177) | | | (81,608) | | | | | | | | | | | | | | | Financing activities: | | | | | | | | | | | | Proceeds from issuance of 10.75% Senior Second Lien Notes | | | 350,000 | | | | | | | | | Proceeds from issuance of 11.75% Senior Second Lien Notes | | | | | | | | | 275,000 | | | Repayment of 11.75% Senior Second Lien Notes | | | (269,830) | | | | | | | | | Repayment of 9.75% Second Senior Lien Notes | | | | | | | | | (552,460) | | | Repayment of Term Loan | | | (114,159) | | | | | | (33,741) | | | Repayments of TVPX Loan | | | (1,100) | | | (1,100) | | | (733) | | | Purchase of government securities in connection with legal defeasance of 11.75% Senior Second Lien Notes | | | (5,348) | | | | | | | | | Premium payments and debt extinguishment costs | | | (10,230) | | | | | | | | | Debt issuance costs | | | (11,599) | | | (762) | | | (7,380) | | | Payment of dividends | | | (6,006) | | | (5,902) | | | (1,466) | | | Other | | | (767) | | | (798) | | | (957) | | | Net cash used in financing activities | | | (69,039) | | | (8,562) | | | (321,737) | | | | | | | | | | | | | | | Change in cash, cash equivalents and restricted cash | | | 30,065 | | | (67,200) | | | (288,019) | | | Cash, cash equivalents and restricted cash, beginning of year | | | 110,555 | | | 177,755 | | | 465,774 | | | Cash, cash equivalents and restricted cash, end of period | | $ | 140,620 | | $ | 110,555 | | $ | 177,755 | | See accompanying Notes to Consolidated Financial Statements. 65 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements** NOTE 1 ** BASIS OF PRESENTATION AND SUMMARY OF**SIGNIFICANT ACCOUNTING POLICIES **Nature of Operations** W&T Offshore,Inc. (with subsidiaries referred to herein as the Company) is an independent oil, NGL and natural gas producer with substantially all of its operations offshore in the Gulf of America. The Company is active in the exploration, development and acquisition of oil and natural gas properties. The Company operates in one reportable segment. **Basis of Presentation** The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and a variable interest entity in Monza Energy LLC (Monza), which is accounted for under the proportional consolidation method. All significant intercompany accounts and transactions have been eliminated. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rulesand regulations of the U.S. Securities and Exchange Commission (the SEC) for annual financial information. **Use of Estimates** The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the reported amounts of proved oil and natural gas reserves. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While the Company believes that the estimates and assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from those estimates. **Cash Equivalents** The Company considers all highly liquid investments purchased with original or remaining maturities of threemonths or less at the date of purchase to be cash equivalents. **Restricted Cash** The Company maintains funds related to collateralized letters of credit. **Accounts Receivable and Allowance for Credit Losses** Accounts receivable are recorded at historical cost, net of an allowance for credit losses, to reflect the net amounts to be collected. Receivables consist of sales of production to customers and joint interest billings. Payment of the Companys accounts receivable is typically received within 30-60 days. At each reporting period, a loss methodology is used to determine the recoverability of material receivables using historical data, current market conditions and forecasts of future economic conditions to determine expected collectability. 66 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** Changes to the allowance for credit losses are as follows(in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Allowance for credit losses, beginning of period | | $ | 10,414 | | $ | 11,130 | | $ | 12,062 | | | Additional provisions for the year | | | 320 | | | 473 | | | 123 | | | Uncollectible accounts written off or collected | | | (205) | | | (1,189) | | | (1,055) | | | Allowance for credit losses, end of period | | $ | 10,529 | | $ | 10,414 | | $ | 11,130 | | **Derivative Financial Instruments** The Company monitors its exposure to various business risks and has used derivative instruments to manage exposure to commodity price risk from sales of oil and natural gas. The Company elects not to designate its derivative instruments as hedging instruments. Accordingly, the derivative instruments are recorded in the Consolidated Balance Sheets at fair value with settlements of such contracts, and changes in the unrealized fair value, recorded as *Derivative gain, net* in the Consolidated Statements of Operations in each period presented. Although the Company has master netting arrangements with its counterparties, the amounts recorded on the Consolidated Balance Sheets are on a gross basis. The related cash flow impact of the Companys derivative instruments is reflected as cash flows from operating activities unless the derivative instrument contained a significant financing element, in which case the related cash flow impact was reflected as cash flows from financing activities in the Consolidated Statements of Cash Flows. **Oil and Natural Gas Properties and Other, Net** Oil and Natural Gas Properties The Company uses the full cost method of accounting for its oil and natural gas properties. Under full cost accounting, all costs associated with the acquisition, exploration, development and abandonment of oil, NGL and natural gas reserves are capitalized into a full cost pool. Acquisition costs include costs incurred to purchase, lease or otherwise acquire properties. Exploration costs include costs of drilling exploratory wells and external geological and geophysical costs, which mainly consist of seismic costs. Development costs include the cost of drilling development wells and costs of completions, platforms, facilities and pipelines. Costs associated with production, certain geological and geophysical costs and general and administrative costs are expensed in the period incurred. Capitalized costs included in the amortization base are amortized using the units-of-production method based on production. Under this method, depreciation and depletion is computed at the end of each period by multiplying total production for the period by a depletion rate. The depletion rate is determined by dividing the total unamortized cost pool plus future development costs by net equivalent proved reserves at the beginning of the period. Costs associated with unproved properties are excluded from the amortization base until the Company has made an evaluation that proved reserves exist or impairment has occurred. All items classified as unproved property are assessed, on an individual basis or as a group if properties are individually insignificant, on a periodic basis for possible impairment. The assessment includes consideration of various factors, including, but not limited to, the following: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; assignment of proved reserves; and whether the proved reserves can be developed economically. During any period in which these factors indicate an impairment, all or a portion of the associated leasehold costs are transferred to the full cost pool and become subject to amortization. As of both December31,2025 and 2024, there were no unproved properties included in Oil and natural gas properties, net. Under the full-cost method of accounting, total capitalized costs of oil and natural gas properties (including capitalized ARO), net of accumulated depletion and amortization, may not exceed the ceiling limitation. A ceiling limitation calculation is performed quarterly. If the ceiling limitation is exceeded, a write-down of the full cost pool is required. A write-down of the carrying value of the full cost pool is a non-cash charge and is recorded as an expense on a 67 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** pretax basis and separately disclosed. Any such write-downs are not recoverable or reversible in future periods. The Company didnot record a ceiling test write-down during 2025, 2024 or 2023. The ceiling test limit is calculated as: (i)the present value of estimated future net revenues from proved reserves, less estimated future development costs, discounted at 10%; (ii)plus the cost of unproved oil and natural gas properties not being amortized; (iii)plus the lower of cost or estimated fair value of unproved oil and natural gas properties included in the amortization base; and (iv)less related income tax effects. Estimated future net revenues used in the ceiling test for each period are based on current prices for each product, defined by the SEC as the unweighted average of first-day-of-the-month commodity prices over the prior twelvemonths for that period. All prices are adjusted by field for quality, transportation fees, energy content and regional price differentials. Sales of proved and unproved oil and natural gas properties, whether or not being amortized currently, are accounted for as adjustments of capitalized costs with no gain or loss recognized unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas. Other Property Other property is stated at cost less accumulated depreciation and amortization, which is computed using the straight-line method based on the estimated useful lives of the respective assets, generally ranging from three to seven years. Leasehold improvements are amortized over the shorter of their economic lives or the lease term. Repairs and maintenance costs are expensed in the period incurred. Significant improvements or betterments are capitalized if they extend the useful life of the asset. Other property is reviewed for possible impairment whenever events or changes in circumstances indicate that estimated future net operating cash flows directly related to the asset or asset group including disposal value is less than the carrying amount of the asset or asset group. Impairment is measured as the excess of the carrying amount of the impaired asset or asset group over its fair value. The Company didnot record any impairments related to other property during 2025, 2024 or 2023. **Asset Retirement Obligations** The Company has obligations to plug and abandon well bores, remove platforms, pipelines, facilities and equipment and restore the land or seabed at the end of oil and natural gas production operations. The Company records a separate liability for the present value of an asset retirement obligation (ARO) based on the estimated timing and amount to replace, remove or retire the associated assets, with an offsetting increase to oil and natural gas property costs. After initial recording, the liability accretes each period until it is settled, and the liability is removed and the capitalized ARO included in oil and natural gas properties is depreciated on a unit-of-production basis within the full cost pool. Both the accretion and depreciation are included in the consolidated statements of operations. If the Company incurs an amount different from the amount accrued for the associated ARO, the Company recognizes the difference as an adjustment to oil and natural gas properties. In estimating the liability associated with its ARO, the Company utilizes several assumptions, including a credit-adjusted risk-free interest rate, estimated costs of decommissioning services, estimated timing of when the work will be performed and a projected inflation rate. Asset removal technologies and costs are constantly changing, as are regulatory, political, environmental, safety and public relations considerations, which can substantially affect estimates of these future costs from period to period. **Revenue Recognition** The Company revenue is primarily derived from the sale of oil and natural gas production, as well as the sale of NGLs that are extracted from natural gas during processing.Revenue is presented disaggregated in the Consolidated Statements of Operations by major product. Revenue is recognized when the following five steps are completed: (1) the contract with the customer has been identified, (2) the performance obligation (promise) in the contract has been identified, (3) the transaction price has been 68 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** determined, (4) the transaction price has been allocated to the performance obligations in the contract, and (5) revenue has been recognized when a performance obligation has been satisfied. The Company records revenues from the sale of oil, NGLs and natural gas at the point in time that control of the product is transferred to the customer and collectability is probable. Revenue is measured based on contract consideration allocated to each unit of commodity and excludes amounts collected on behalf of third parties. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue. For sales of oil production, the Company recognizes revenue when control transfers at the delivery point at the net price received. Generally, this occurs when the Company (i) sells its oil production at the wellhead where control of the oil transfers to the customer or (ii) delivers its oil production to the customer at a contractual delivery point at which the customer takes custody, title and risk of loss of the product. For sales of NGL and natural gas production, the Company evaluated its natural gas gathering and processing arrangements in place with midstream companies and has determined that control of the natural gas is transferred at the tailgate of the midstream entitys processing plant. Accordingly, revenues are presented on a gross basis for amounts expected to be received from the midstream company or third-party purchasers through the gathering and treating process. Any fees incurred to gather or process the natural gas are presented separately as*Gathering, transportation and production taxes*on the Consolidated Statements of Operations. The performance obligation is the delivery of the commodity at a point in time. Prices for oil, natural gas and NGLs sales are negotiated based on index or spot price, distance from the well to pipeline, commodity quality and prevailing supply and demand conditions. To the extent that actual quantities and values of oil, NGLs and natural gas are unavailable for a given reporting period because of timing or information not received from third parties, the expected sales volumes and price for those properties must be estimated. Under its sales contracts, the Company invoices customers once its performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date. The Company recognized amounts due from contracts with customers of $59.6 million and $63.6 million as of December 31, 2025 and 2024, respectively, as *Accounts receivable****Oil, natural gas liquids and natural gas sales* on the Consolidated Balance Sheet. A significant number of the Companys product sales are short-term in nature with a contract term of one year or less. For those contracts, the Company has elected the practical expedient permitting the Company not to disclose the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. For the Companys product sales that have a contract term greater than one year,the Company has elected the practical expedient permitting the Company not to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, each unit of product generally represents a separate performance obligation; therefore future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. **Share-Based Compensation** Share-based compensation cost is measured at the date of grant based on the calculated fair value of the award and is recognized over the period during which the recipient is required to provide service in exchange for the award. The compensation cost is determined based on awards ultimately expected to vest; therefore the Company has reduced the compensation cost for estimated forfeitures based on historical forfeiture rates. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods to reflect actual forfeitures. The Company has adopted a sequencing policy to determine how to allocate shares among outstanding awards when there are not enough shares available under the Companys long-term incentive plan (the Plan) to satisfy its commitments to deliver shares upon vesting. Under the Companys sequencing policy, the Company will apply the following parameters when determining the availability and allocation of shares available for issuance: 69 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** | | The Company will evaluate share availability using the maximum potential shares that could be issued, including assuming performance stock units (PSUs) vest at their maximum payout level (200%); | | | | The determination of available shares will initially be made as of the grant date, and the Company will reassess share availability at each reporting date; | | | | If multiple awards are granted on the same date, the Company will allocate available shares to awards based on vesting date, with earlier-vesting awards receiving priority for equity classification; and | | | | Because restricted stock units (RSUs) awarded to members of the Companys board must be settled exclusively in shares, the Company will reserve available shares for these grants when determining the allocation of authorized shares. | | **Income Taxes** The Companys provision for income taxes includes U.S. state and federal taxes. Income taxes are recorded in accordance with accounting for income taxes under GAAP which results in the recognition of deferred tax assets and liabilities determined by applying tax rates in effect at the end of a reporting period to the cumulative temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. The effects of changes in tax rates and laws on deferred tax balances are recognized in the period in which the new legislation is enacted. A valuation allowance is established on deferred tax assets when it is more likely than not that some portion or all the related tax benefits will not be realized. **EarningsPer Share** Basic earnings per common share is calculated by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing earnings available to common stockholders by the weighted average number of diluted common shares outstanding, which includes restricted stock units and performance stock units when the effect is dilutive. **Fair Value Measurements** Fair value is defined as the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Inputs to valuation techniques are classified as either observable (market data obtained from independent sources) or unobservable (the Companys market assumptions) within the following hierarchy: | | Level 1 quoted prices in active markets for identical assets or liabilities. | | | | Level 2 quoted process for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. | | | | Level 3 significant inputs to the valuation model are unobservable. | | Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of these techniques requires significant judgment and is primarily dependent upon the characteristics of the asset or liability, the principal (or most advantageous) market in which participants would transact for the asset or liability and the quality and availability of inputs. **Concentration of Credit Risk** Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, accounts receivable and derivative instruments. 70 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** All the Companys cash and cash equivalents are maintained with several major financial institutions in the United States.Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, the Company regularly monitors the financial stability of these financial institutions and believes that it is not exposed to any significant default risk. The Companys customers consist primarily of major oil and natural gas companies, well-established oil and pipeline companies and independent oil and natural gas producers and suppliers. The majority of the Companys production is sold to customers under short-term contracts at market-based prices. In addition, the Company operates a substantial portion of its oil and natural gas properties. As the operator of a property, the Company makes full payment for costs associated with the property and seeks reimbursement from the other working interest owners in the property for their share of those costs. The Companys joint interest partners are primarily independent oil and natural gas producers. The Company attempts to minimize credit risk exposure to its purchasers and joint interest owners through formal credit policies, monitoring procedures and letters of credit or guarantees when considered necessary. In 2025, two customers accounted for approximately 33% and 17%, respectively, of the Companys revenue from sales of oil, NGL and natural gas. In 2024, two customers accounted for approximately 44% and 12%, respectively, of the Companys receipts from sales of oil, NGL and natural gas. In 2023, two customers accounted for approximately 41% and 13%, respectively, of the Companys receipts from sales of oil, NGL and natural gas. The loss of any of the customers above is not expected to result in a material adverse effect on the Companys ability to market future oil and natural gas production as replacement customers could be obtained in a relatively short period of time on terms, conditions and pricing substantially similar to those currently existing. The Company is exposed to credit loss in the event of nonperformance by the derivative counterparties; however, the Company currently anticipates that the derivative counterparties will be able to fulfill their contractual obligations. The Company is not required to provide additional collateral to the derivative counterparties and does not require collateral from the derivative counterparties. **Recently Adopted Accounting Standards** The Company adopted Accounting Standards Update No. 2023-09,*Improvements to Income Tax Disclosures* (ASU 2023-09)for the year ended December31,2025. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. The Company adopted ASU 2023-09 and applied the disclosure requirements on a prospective basis effective for the year ended December 31, 2025. The adoption of ASU 2023-09 did not have an impact on our consolidated financial statements but required additional disclosures (see *Note**11 Income Taxes*). **Accounting Standards to be Adopted** In November 2024, the FASB issued Accounting Standards Update No. 2024-03,*Disaggregation of Income Statement*Expenses (ASU 2024-03) to enhance the disclosures required for certain expense captions in the Company annual and interim consolidated financial statements. ASU 2024-03 is effective prospectively or retrospectively for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company continues to evaluate the impact of ASU 2024-03 on its disclosures however, it is not expected to have a material impact on the Companys consolidated financial statements. No other new accounting pronouncements issued or effective during 2025 have had or are expected to have a material impact on the Companys consolidated financial statements. 71 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** NOTE 2 ****ACQUISITIONS AND DISPOSITION **Acquisitions** On December 13, 2023, the Company entered into a purchase and sale agreement to acquire rights, titles and interest in and to certain leases, wells and personal property in the central shelf region of the Gulf of America, among other assets, for $72.0 million. The transaction closed on January 16, 2024 for $77.3 million (including closing fees and other transaction costs) and was funded using cash on hand. The Company also assumed the related AROs associated with these assets. On September 20, 2023, the Company entered into a purchase and sale agreement to acquire working interests in certain oil and natural gas producing assets in the central and eastern shelf region of the Gulf of America for $32.0 million, subject to normal and customary post-effective date adjustments (including net operating cash flow attributable to the properties from the effective date of June 1, 2023 to the close date). The transaction closed on September 20, 2023 for $27.4 million and was funded with cash on hand. The Company also assumed the related AROs associated with these assets. In February 2024, the Company received a final settlement statement for this acquisition and recorded an additional $3.3 million of oil and natural gas properties. The Company determined that the assets acquired did not meet the definition of a business, and these transactions were accounted for as asset acquisitions. An acquisition qualifying as an asset acquisition requires, among other items, that the total purchase price, including transaction costs, be allocated to the assets acquired and liabilities based on their relative fair values. The fair value measurements of the oil and natural gas properties acquired and AROs assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs represent Level 3 measurements in the fair value hierarchy and include, but are not limited to, estimates of reserves, future operating and development costs, future commodity prices, estimated future cash flows and appropriate discount rates. These inputs required judgments and estimates by the Companys management at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired. The following tables represent the Companys allocation of total purchase price consideration to the identifiable assets acquired and liabilities assumed based on the fair values on the date of acquisition (in thousands): | | | | | | | | | | | | January2024 | | September2023 | | | Oil and natural gas properties and other, net | | $ | 94,970 | | $ | 43,736 | | | Asset retirement obligations | | | (17,647) | | | (16,352) | | | Allocated purchase price | | $ | 77,323 | | $ | 27,384 | | **Disposition** In December 2024, the Company entered into a purchase and sale agreement to sell a non-core interest in the Garden Banks Blocks 385 and 386. The effective date of the sale was December 1, 2024, and the transaction closed on January 8, 2025 for $11.9 million following customary purchase price adjustments. As the Company uses the full cost method of accounting for its oil and natural gas properties, the proceeds were accounted for as an adjustment to its capitalized costs with no gain or loss recognized. NOTE 3 ****ASSET RETIREMENT OBLIGATIONS The changes in ARO were as follows (in thousands): | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | | Asset retirement obligations, beginning of period | | $ | 548,832 | | $ | 498,815 | | | Liabilities settled | | | (36,765) | | | (39,692) | | | Accretion expense | | | 33,381 | | | 32,374 | | | Liabilities acquired | | | | | | 17,647 | | 72 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** | Disposition of oil and natural gas properties | | | (1,469) | | | | | | Liabilities incurred | | | 1,175 | | | | | | Revisions of estimated liabilities (1) | | | 16,697 | | | 39,688 | | | Asset retirement obligations, end of period | | | 561,851 | | | 548,832 | | | Less: Current portion | | | (26,147) | | | (46,326) | | | Long-term | | $ | 535,704 | | $ | 502,506 | | | (1) | The revisions of estimated liabilities are related to changes in the estimated timing, scopes of work and costs. | | NOTE 4****DEBT The components comprising the Companys debt are presented in the following table (in thousands): | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | | 10.75% Senior Second Lien Notes due 2029: | | | | | | | | | Principal | | $ | 350,000 | | $ | | | | Unamortized debt issuance costs | | | (7,645) | | | | | | Total | | | 342,355 | | | | | | | | | | | | | | | Term Loan: | | | | | | | | | Principal | | | | | | 114,159 | | | Unamortized debt issuance costs | | | | | | (2,027) | | | Total | | | | | | 112,132 | | | | | | | | | | | | 11.75% Senior Second Lien Notes due 2026: | | | | | | | | | Principal | | | | | | 275,000 | | | Unamortized debt issuance costs | | | | | | (2,919) | | | Total | | | | | | 272,081 | | | | | | | | | | | | TVPX Loan: | | | | | | | | | Principal | | | 8,825 | | | 9,925 | | | Unamortized discount | | | (305) | | | (771) | | | Unamortized debt issuance costs | | | (62) | | | (144) | | | Total | | | 8,458 | | | 9,010 | | | | | | | | | | | | Total debt, net | | | 350,813 | | | 393,223 | | | Less current portion, net | | | (8,458) | | | (27,288) | | | Long-term debt, net | | $ | 342,355 | | $ | 365,935 | | **Debt Refinancing** On January 28, 2025, the Company issued and sold $350.0million in aggregate principal amounts of its10.75% Senior Second Lien Notes due 2029 (the 10.75% Notes). The Company used the net proceeds from the issuance of the 10.75% Notes, along with cash on hand, to (i) purchase for cash pursuant to a tender offer (the Tender Offer), such of the Companys 11.75% Senior Second Lien Notes due 2026 (the 11.75% Notes) that were validly tendered pursuant to the terms thereof; (ii) repay the $114.2 million of outstanding amounts under the credit agreement of certain of the Companys indirect, wholly-owned subsidiaries (the Term Loan); (iii) fund the full redemption amount for an August 1, 2025 redemption of the remaining 11.75% Notes not validly tendered and accepted for purchase in the Tender Offer; and (iv) pay any premiums, fees and expenses relating to these transactions. On January13, 2025, the Company commenced the Tender Offer for any and all of the Companys outstanding 11.75% Notes. On January 28, 2025, the Company accepted and purchased $269.7 million aggregate principal amount of the outstanding 11.75% Notes for a purchase price equal to $1,036.25 for each $1,000 principal amount of the Notes 73 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** purchased. An additional $89,000 of Notes were tendered on February 12, 2025. The Company purchased these Notes for $89,905 plus accrued interest. After giving effect to this purchase, an aggregate $5.2 million principal amount of the 11.75% Notes remained outstanding. The Company then effected a legal defeasance of the 11.75% Notes by purchasing $5.3 million of government securities and depositing these government securities with the trustee. The government securities generated sufficient cash upon maturity to effect the trustees optional redemption on August 1, 2025 of the remaining $5.2 million of outstanding principal plus interest. Upon the deposit of the government securities with the trustee, the Company caused the satisfaction and discharge of the indenture governing the 11.75% Notes. The trustee acknowledged such discharge and satisfaction. As a result, the Company and the Guarantors of the 11.75% Notes have been released from their remaining obligations under the indenture governing the 11.75% Notes. On January28, 2025, in conjunction with the issuance of the 10.75% Notes, the Company terminated its Sixth Amended and Restated Credit Agreement (the Legacy Credit Agreement) and entered into a new credit agreement (the Credit Agreement). These transactions were accounted for as an extinguishment and the Company recognized a loss of $15.0 million in 2025. **10.75%****Senior Second Lien Notes due 2029** The 10.75% Notes (effective interest rate of 11.5% for 2025) were issued under an indenture dated January 28, 2025 (the Indenture). The10.75% Notes mature on February 1, 2029 and interest is payable on each February 1 and August 1, commencing August 1, 2025. The10.75% Notes are guaranteed by the Companys direct and indirect wholly-owned subsidiaries (the Guarantors) and are secured by second priority liens (subject to permitted liens and certain other exceptions) on substantially all of the oil and natural gas properties of the Company and the Guarantors. Prior to February 1, 2027, the Company may redeem all or any portion of the10.75% Notes at a redemption price equal to100% of the principal amount of the outstanding10.75% Notes plus accrued and unpaid interest to the redemption date plus the Applicable Premium (as defined in the Indenture). In addition, prior to February 1, 2027, the Company may, at its option, on one or more occasions, redeem up to35% of the aggregate original principal amount of the10.75% Notes in an amount not greater than the net cash proceeds from certain equity offerings at a redemption price of110.75% of the principal amount of the outstanding10.75% Notes plus accrued and unpaid interest to the redemption date. From February 1, 2027 to (and including) January 31, 2028, the Company may redeem the10.75% Notes in whole or in part, at redemption prices (expressed as percentages of the principal amount thereof) equal to105.375% and100.000% from February 1, 2028 and thereafter, plus accrued and unpaid interest, if any, to the redemption date. The Indenture includes a number of covenants that, among other things, limit the Companys ability and the ability of its Restricted Subsidiaries (as defined in the Indenture), including the Guarantors, to (i)make investments; (ii)incur additional indebtedness or issue certain types of preferred stock; (iii)create certain liens; (iv)sell assets; (v)enter into agreements that restrict dividends or other payments from the Companys subsidiaries to the Company; (vi)consolidate, merge or transfer all or substantially all of the assets of the Company; (vii)engage in transactions with affiliates; (viii)pay dividends or make other distributions on capital stock or subordinated indebtedness; and (ix)create subsidiaries that would not be restricted by the covenants of the Indenture. These covenants are subject to important exceptions and qualifications set forth in the Indenture. In addition, most of the above-described covenants will terminate if both S&P Global Ratings, a division of S&P Global Inc., and Moodys Investors Service,Inc. assign the Notes an investment grade rating and no default exists with respect to the Notes. The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest; breach of other agreements in the Indenture; failure to pay certain other indebtedness; the failure to pay certain final judgments against the Company or its Restricted Subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. 74 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** **TVPX Loan** In May 2023, the Company acquired a corporate aircraft froma company affiliated with and controlled bythe CompanysChairman, Chief Executive Officer (CEO) and President, Tracy W. Krohn. The terms of the transactions were reviewed and approved by the Audit Committee of the Companys board of directors. See*Note 16 Related Parties*. The purchase price of the aircraft was $19.1million, which was paid using $9.0million of the Companys cash on hand and through the assumption of an approximately $11.8 million amortizing loan (the TVPX Loan), not in its individual capacity but as owner trustee of the trust which holds title to the aircraft, a wholly owned indirect subsidiary of the Company, as the borrower. Using current market rates, the Company determined that the fair market value of the TVPX Loan was $10.1million at the time of assumption. The TVPX Loan bears a fixed interest rate of2.49% per annum (effective rate of 9.0% for 2025) and requires monthly amortization payments of $91.7thousand plus accrued interest, and a balloon payment of $8.0million at the end of the loan term in September 2026. The TVPX Loan is guaranteed by the Company on an unsecured basis. **Credit Facility** The Credit Agreement provides the Company a revolving credit and letter of credit facility (the Credit Facility), with initial bank lending commitments of $50.0 million with a letter of credit sublimit of $10.0 million. The Credit Facility matures on July28, 2028. The Credit Facility is guaranteed by the Guarantors and is secured by a first-priority lien on substantially all of the natural gas and oil properties and personal property assets of the Company and the Guarantors and the Companys ownership in certain joint venture entities. The Credit Agreement requires prepayment of all outstanding revolving loans every three months commencing on March31, 2025, and the Company is prohibited from borrowing for a five-day period following such prepayment. To the extent the Consolidated Net Leverage Ratio (as defined in the Credit Agreement) exceeds 2.00 to 1.00 on the last day of any calendar month, the Company would be required to prepay the revolving loans in an amount equal to 75% of Excess Cash Flow (as defined in the Credit Agreement). If the aggregate amount outstanding under the Credit Facility exceeds the Credit Facility commitments at any time, the Company would be required to immediately upon request repay indebtedness to eliminate such excess. The Company will be required to make additional prepayments in the event of certain dispositions or casualty events, as more particularly described in the Credit Agreement. Borrowings under the Credit Facility bear interest at a variable rate per annum which, at the Companys option, is equal to either (a)an adjusted rate based on the Secured Overnight Financing Rate (SOFR) plus an applicable margin that varies from 3.75% to 4.75% depending on the utilization of the Credit Agreement or (b)a base rate plus an applicable margin that varies from 2.75% to 3.75%, such base rate calculated based on the highest of (i) the federal funds effective rate plus of 1.0%, (ii) the U.S. Prime Rate and (iii) an adjusted SOFR rate for a one-month interest period plus 1.0%. Interest is payable quarterly in arrears for Base Rate loans, at the end of the applicable interest period for Term SOFR loans (but not less frequently than quarterly) and upon the prepayment or maturity of the underlying loans. Additionally, the Company is required to pay both a quarterly commitment fee of 0.5% and a quarterly letter of credit fee in arrears in respect of unused commitments under the Credit Facility, and an annual administrative fee in the amount of $45,000, paid quarterly as set forth in the Credit Agreement. The applicable margins and letter of credit fee are calculated based upon the utilization levels of the Credit Facility as a percentage of the borrowing base then in effect and range from 3.75% to 4.75%. TheCredit Agreementincludes certain customary affirmative and negative covenants including, but not limited to, restrictions on the Companys ability to incur additional indebtedness, create liens on the Companys property, pay dividends and make restricted payment or certain investments, in each cash subject to certain exceptions. The Credit Agreement also requires the Company to (i) maintain a ratio of consolidated current assets to consolidated current liabilities of at least 1.00 to 1.00 for each fiscal quarter; (ii) maintain a ratio of consolidated total debt to EBITDAX of no greater than 2.50x, tested on a rolling four quarter basis; and (iii) maintain a minimum PDP PV-10 (as defined in the Credit Agreement) of $100 million as of the last day of any fiscal quarter. 75 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** In the event the Revolving Credit Exposure (as defined in the Credit Agreement) is greater than or equal to $20.0 million, the Company is required to enter into hedging transactions with prices, notional amounts and periods of time as applicable in the Credit Agreement. On or before January28, 2026, the Company is required to use commercially reasonable efforts to enter into an amendment or amendment and restatement of the Credit Agreement to include a reserve-based lending construct. As of the date of this Form 10-K, the Credit Agreement has not been amended or amended and restated to include a reserve-based lending construct. The Company continues to work with the administrative agent and the lenders toward an amendment to implement such a reverse-based lending facility. Failure to convert the Credit Facility to a reserve-based lending facility is not an event of default under the Credit Agreement. As of December31,2025, there were no borrowings outstanding under the Credit Agreement, and letters of credit outstanding were $6.1 million. There was $43.9 million available for the issuance of letters of credit and borrowings under the Credit Agreement as of December31,2025. **Maturities of Long-Term Debt** The maturities of the Companys principal amounts of long-term debt are as follows (in millions): | | | | | | | 2026 | | $ | 8.8 | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | 350.0 | | | 2030 | | | | | | Thereafter | | | | | | Total | | $ | 358.8 | | **Covenants** The Companys debt agreements contain certain representations, warranties, covenants and other terms and conditions which are customary for agreements of these types. As of December31,2025, the Company was in compliance with all applicable covenants of the Indenture, the TVPX Loan and the Credit Agreement. NOTE 5 ** COMMITMENTS AND CONTINGENCIES** **Commitments** As of December31,2025, the Company has $452.3 million of surety bonds outstanding related to contractual obligations, litigation appeals and decommissioning obligations pursuant to certain purchase and sale agreements. Certain of the surety bonds related to decommissioning obligations are subject to escalation, in amounts up to $70.0 million. The Company is required to maintain this level of bonds until the properties are fully plugged, abandoned, and restored in accordance with applicable laws and regulations. Total expenses related to these surety bonds, inclusive of the surety bonds in connection with the agreements described above, were $6.9 million, $7.5 million and $7.4 million during 2025, 2024 and 2023, respectively. Future surety bond costs may change due to a number of factors, including changes and interpretations of regulations by the BOEM, rates being charged in the marketplace, availability of bonding capacity in the marketplace and when obligations are completed. In conjunction with the purchase of an interest in the Heidelberg field, the Company assumed contracts with certain pipeline companies that contain minimum quantities obligations that extend through 2028. The Company recognized expenses of $0.1 million, $0.4 million and $1.0 million for the difference between the quantities shipped and the minimum obligations during 2025, 2024 and 2023, respectively. 76 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** **Contingencies** Appeal with the Office of Natural Resources Revenue In 2009*,* the Company recognized allowable reductions of cash payments for royalties owed to the Office of Natural Resources Revenue (the ONRR) for transportation of its deepwater production through subsea pipeline systems owned by the Company. In2010*,*the ONRRaudited calculations and support related to this usage fee, andONRR notifiedthe Company thatthey had disallowed approximately $4.7 million of the reductions taken. The Company disagreed withthe position taken by the ONRR and filed an appeal with the ONRR. On August 26, 2025, the United States District Court for the Eastern District of Louisiana issued a favorable order on the Companys motion for summary judgment. On December 15, 2025 and December 16, 2025, the ONRR released the Companys administrative appeal bonds. The Company remains in discussions with the ONRR regarding the related litigation bond and the amount, if any, to be refunded or credited to the Company. As a result of the order, the Company reversed its $5.3 million accrual related to this matter. ONRR Audit of Historical Refund Claims In 2023, the Company received notification from the ONRR regarding results of an audit performed on the Companys historical refund claims taken on various properties for alleged royalties owed to the ONRR. The review process is ongoing, and the Company does not believe any accrual is necessary at this time. Bonding Disputes On August14, 2024, the Company filed a complaint seeking declaratory relief (the Original Complaint) in the U.S. District Court for the Southern District of Texas, Houston Division, against Endurance Assurance Corporation and Lexon Insurance Company (the Sompo Sureties), providers of private and government-required surety bonds that secure decommissioning obligations or ONRR disputed matters the Company may have with respect to certain oil and gas assets of the Company (the Sompo Sureties Litigation). As described in the Original Complaint, the Company has paid all negotiated premiums associated withthe bonds issued by the Sompo Sureties prior to the Original Complaint and has not suffered a material change to its financial status. Despite this, the Sompo Sureties issued written demands to the Company requesting the Company provide collateral to the Sompo Sureties. On October9, 2024, the Sompo Sureties filed an answer and counterclaim alleging breach of contract due to the Companys failure to provide the collateral demanded by the Sompo Sureties. The Sompo Sureties originally issued approximately $55.0million in surety bonds on behalf of the Company. However, the BOEM cancelled a $13.1million bond when the Company fulfilled its decommissioning obligations. Despite this, the Sompo Sureties have requested approximately $55.0million in cash collateral. On October21, 2024, U.S. Specialty Insurance Company (USSIC) filed a petition in the District Court of Harris County, Texas, alleging, among other things, breach of the indemnity agreement between the Company and USSIC and seeking to compel the Company to provide the collateral demanded by USSIC (the USSIC Litigation). On October25, 2024, the Company filed a notice of removal with the District Court of Harris County, Texas, removing the case to U.S. District Court for the Southern District of Texas, Houston Division. USSIC has issued approximately $111.0million in surety bonds on behalf of the Company and has requested $23.0million in cash collateral. On November8, 2024, Pennsylvania Insurance Company a/k/a Applied Surety Underwriters (Applied) filed a petition in the United States District Court for the Southern District of Texas, Houston Division, alleging, among other things, breach of the indemnity agreement between the Company and Applied and seeking to compel the Company to provide the collateral demanded by Applied and unpaid premiums of approximately $0.4million (the Applied Litigation). Applied issued approximately $11.3million in surety bonds on behalf of the Company and has requested approximately $11.3million in cash collateral. Also on November8, 2024, United States Fire Insurance Company (U.S. Fire and, together with the Sompo Sureties, USSIC and Applied, the Sureties) filed a petition in the United States District Court for the Southern District of Texas, Houston Division, alleging, among other things, breach of the indemnity agreement between the Company and 77 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** U.S. Fire and seeking to compel the Company to provide the collateral demanded by U.S. Fire (the U.S. Fire Litigation). U.S. Fire has issued approximately $93.5million in surety bonds on behalf of the Company and has requested approximately $93.5million in cash collateral. As of November 8, 2024, the Sureties aggregate collateral demands against the Company totaled approximately $183million. In addition, Philadelphia Indemnity Insurance Company (PIIC) separately made a collateral demand of $71million. No legal action has been filed by PIIC as of the date hereof. The total aggregate collateral demanded by the Sureties and PIIC is approximately $254million as of November 8, 2024. On November22, 2024, the court consolidated the Sompo Sureties Litigation, USSIC Litigation, the Applied Litigation, and the U.S. Fire Litigation (as consolidated, the Sureties Litigation). On December11, 2024, as a result of the foregoing, the Company filed an amended complaint (the Original Complaint, as amended, the Complaint) against the Sureties. The Complaint, in relevant part, seeks declaratory relief that (1)the Sureties may not enforce their indemnity agreements such that their action constitute an abuse of right; (2)the Sureties interpretation of the indemnity agreements render the agreements illusory; (3)the Sureties may not make unreasonable demands for collateral; (4)the Sureties must accept reasonable collateral as offered by the Company; (5)no additional collateral is required of the Company; (6)the Sureties may not make joint demands for collateral that are inconsistent with those of each other such that the Company cannot comply with each demand; and (7)the Sureties changed business model are not legitimate grounds to demand further collateral beyond that offered by the Company. The Company further asserts the following counterclaim against the Sureties: (1)violations of the Sherman Antitrust Act; (2)violations of the Texas Free Enterprise and Antitrust Act; (3)violations of the Texas Insurance Code Section541; (4)tortious interference with existing contracts and prospective business relationships; and (5)conspiracy. On June 14, 2025, the Company entered into a Settlement and Release Agreement, dated effective as of June 13, 2025 (the USSIC Settlement Agreement), by and between the Company and USSIC and, on June 15, 2025, the Company entered into a Settlement Agreement, dated effective as of June 14, 2025 (the PIIC Settlement Agreement, and, together with the USSIC Settlement Agreement, the Settlement Agreements), by and between the Company and PIIC to dismiss all claims related to the Sureties Litigation without prejudice. Pursuant to the applicable Settlement Agreement, USSIC and PIIC agree that: (i) there will be no change to the 2024 premium rates paid by the Company or any of its affiliates, subsidiaries or joint venture entities, for any currently existing surety bond executed by USSIC or PIIC until after December 31, 2026, at the earliest, (ii) USSIC and PIIC withdraw all demands for collateral and agree not to request, demand, or otherwise insist on collateral, whether related to a surety bond or pursuant to the indemnity agreements, until after December 31, 2026, at the earliest; provided that such restriction shall not apply if (a) the Company does not pay premiums owed to USSIC or PIIC when due; (b) a claim is made by a third party against any bond issued by USSIC or PIIC to the Company or its affiliates or subsidiaries; (c) there is an initiation of an insolvency proceeding for the Company or any of its affiliates, subsidiaries or joint venture entities, whether voluntary or involuntary; (d) there is an uncured event of default under the indenture governing the Companys second lien notes due 2029 that results in an acceleration, in whole or in part, of the indebtedness thereunder; or (e) the Company or its affiliates or subsidiaries initiate a lawsuit against USSIC or PIIC. Each of the Settlement Agreements also provides that, in the event that the Company enters into an agreement to provide collateral to another party in settlement of the Sureties Litigation on bonds existing as of the date of the Settlement Agreement, the Company shall, on a pro rata basis, provide substantially similar collateral to USSIC or PIIC as it does to such other party. The entry into the Settlement Agreements resulted in the withdrawal of approximately $94 million in collateral demands. On June 30, 2025, the Company announced that the presiding judge in the Sureties Litigation recommended denying the requests for preliminary injunction submitted by two surety providers. The preliminary injunction would have required the Company to immediately post $105 million of collateral. The recommendation would effectively nullify all current collateral requests by the surety providers and the Company will not be required to post collateral (if at all) until a determination on the merits of the Sureties Litigation with the remaining surety providers. All of the remaining parties to the Sureties Litigation previously agreed to mediate the case until the mediator declares an impasse. Mediation is no longer active as the mediator has declared an impasse with respect to the surety providers that did not enter into the Settlement Agreements. The Company continues to evaluate potential avenues for resolution of the remaining related premium and collateral-related matters. 78 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** To the extent that the Company is required to fulfill the collateral demands made by the remaining surety entities, or in the event that other surety entities make additional collateral demands, the fulfillment of such demands could be significant and could impact the Companys liquidity. **Contingent Decommissioning Obligations** Certain counterparties in past divestiture transactions or third parties in existing leases that have filed for bankruptcy protection or undergone associated reorganizations may not be able to perform required abandonment obligations. Due to operation of law, the Company may be required to assume decommissioning obligations for those interests. The Company may be held jointly and severally liable for the decommissioning of various facilities and related wells. The Company no longer owns these assets, nor are they related to current operations. The changes in the contingent decommissioning obligations were as follows (in thousands): | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | | Contingent decommissioning obligations, beginning of period | | $ | 22,551 | | $ | 18,044 | | | Liabilities settled | | | (3,980) | | | (16,399) | | | Accrual for additional estimated liabilities | | | 17,586 | | | 20,906 | | | Contingent decommissioning obligations, end of period | | | 36,157 | | | 22,551 | | | Less: Current portion | | | (8,717) | | | (1,751) | | | Long-term | | $ | 27,440 | | $ | 20,800 | | Although it is reasonably possible that the Company could receive state or federal decommissioning orders in the future or be notified of defaulting third parties in existing leases, the Company cannot predict with certainty, if, how or when such orders or notices will be resolved or estimate a possible loss or range of loss that may result from such orders. However, the Company could incur judgments, enter into settlements or revise the Companys opinion regarding the outcome of certain notices or matters, and such developments could have a material adverse effect on the Companys results of operations in the period in which the amounts are accrued and the Companys cash flows in the period in which the amounts are paid. To the extent the Company does incur costs associated with these properties in future periods, the Company intends to seek contribution from other parties that owned an interest in the facilities. **Other Claims** In the ordinary course of business, the Company is a party to various pending or threatened claims and complaints seeking damages or other remedies concerning commercial operations and other matters. In addition, claims or contingencies may arise related to matters occurring prior to the Companys acquisition of properties or related to matters occurring subsequent to the Companys sale of properties. In certain cases, the Company has indemnified the sellers of properties acquired, and in other cases, has indemnified the buyers of properties sold. The Company is also subject to federal and state administrative proceedings conducted in the ordinary course of business including matters related to alleged royalty underpayments on certain federal-owned properties. Although the Company can give no assurance about the outcome of pending legal and federal or state administrative proceedings and the effect such an outcome may have, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company. NOTE 6 ** STOCKHOLDERS EQUITY** **At-the-Market Equity Offering** In August 2025, the Company filed a prospectus supplement related to the issuance and sale of up to approximately $83 million of shares of common stock under the Companys at-the-market equity agreement (the ATM agreement). The designated sales agent is entitled to a placement fee of up to3.0% of the gross sales price per share sold. 79 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** The Company did not sell any shares of common stock in connection with the ATM agreement during 2025 or 2024. Cash Dividends In November 2023, the Company announced that its board of directors approved the implementation of a quarterly cash dividend. The Company declared cash dividends of $6.4 million, $6.0 million and $1.5 million during 2025, 2024 and 2023, respectively. NOTE 7 ****SHARE-BASED COMPENSATION The Companys Plan for its eligible employees, non-employee directors and consultants includes both cash and share-based compensation awards. The Plan is administered by the Compensation Committee of the board of directors. The Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, RSUs, bonus stock, dividend equivalents, or other awards related to stock, and awards may be paid in cash, stock, or any combination of cash and stock, as determined by the Compensation Committee. Each stock-settled award granted under the Plan reduces the number of shares available for issuance by one share. Cash-settled awards are not counted against the aggregate share limit.Shares subject to awards granted under the Plan that are subsequently canceled, terminated, settled in cash or forfeited, excluding shares withheld to satisfy tax withholding obligations with respect to options or stock appreciation rights or to pay the exercise price of an option, are available for future grant under the Plan.The Companys policy is to issue new shares when its equity awards vest. As of December31,2025, the maximum number of shares of common stock available for issuance under the Plan is 10.0 million shares. As the Company does not have enough shares available under the Plan to satisfy its commitments to deliver shares upon vesting, the Company utilized its sequencing policy to determine how to allocate shares among outstanding awards. **Equity Awards** Restricted Stock Units An RSU is an award where each unit represents the right to receive the value of one share of our common stock at the date of vesting. RSUs are subject to service conditions, and vest ratably over approximately three years or one year for RSUs granted to employees and non-employee directors, respectively. A summary of activity related to RSUs is as follows: | | | | | | | | | | | | | Weighted | | | | | | | Average | | | | | | | | Grant Date | | | | | Restricted | | Fair Value | | | | | StockUnits | | per Unit | | | Nonvested, beginning of period | | 3,507,048 | | $ | 2.93 | | | Granted | | 4,400,655 | | | 1.48 | | | Vested | | (1,865,127) | | | 3.15 | | | Forfeited | | (140,949) | | | 2.25 | | | Nonvested, end of period | | 5,901,627 | | $ | 1.80 | | The grant date fair value of RSUs granted during 2025, 2024 and 2023 was $6.5 million, $5.4 million and $7.4million, respectively. The fair value of the RSUs that vested during 2025, 2024and2023was $5.9 million, $4.9million and $2.5 million, respectively, based on the closing price of the Companys common stock on the vesting date. As of December31,2025, there was $3.9 million of total unrecognized compensation costs related to unvested RSUs which is expected to be recognized over a weighted average period of 0.9 years. 80 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** Performance Share Units A performance share unit (PSU) is an RSU award granted subject to performance criteria. Grants of PSUs are three-year equity settled awards linked to the achievement of certain performance metrics. The vesting of PSUs is dependent on the satisfaction of certain service-related conditions and the achievement of the applicable performance metrics. The PSUs vest in their entirety on the date specified in the award agreement following the conclusion of the performance period. Different levels of achievement across these performance metrics will affect the percentage of PSUs that the employee receives upon the satisfaction of the service requirement. The percentage of PSUs received upon vesting ranges from0% to200%. The grant date fair value of the PSUs that contain both a service condition and a market condition was determined through the use of the Monte Carlo simulation method. This method requires the use of subjective assumptions such as the price and the expected volatility of the Companys stock and its self-determined Peer Group companies stock, risk-free rate of return and cross-correlations between the Company and its Peer Group companies. Expected volatilities for the Companys and each peer company utilized in the model are estimated using a historical period consistent with the awards remaining performance period as of the grant date. The risk-free interest rate is based on the yield on U.S. Treasury Constant Maturity for a term consistent with the remaining performance period. The valuation model assumes dividends, if any, are immediately reinvested. The following table summarizes the assumptions used to calculate the grant date fair value of the PSUs valued using the Monte Carlo simulation method: | | | | | | | | | | | | Year Ended December31, | | | | | 2024 | | 2023 | | | Expected term for performance period (in years) | | 2.4 | | | 2.6 | | | | Expected volatility | | 65.0 | % | | 76.1 | % | | | Risk-free interest rate | | 3.9 | % | | 4.2 | % | | The grant date fair value of the PSUs that contain both a service condition and a performance condition was determined using the closing stock price of the Companys common stock on the date of grant. The cumulative compensation cost that will be recognized will be equal to the grant date fair value of the awards deemed probable of vesting multiplied by the percentage of the requisite service period that has been rendered. Unlike PSUs with both a service condition and a market condition, if the performance condition is not satisfied, any previously recognized compensation expense is reversed. A summary of activity related to PSUs is as follows: | | | | | | | | | | | | | Weighted | | | | | | | Average | | | | | | | | Grant Date | | | | | Performance | | Fair Value | | | | | ShareUnits | | per Unit | | | Nonvested, beginning of period | | 2,463,397 | | $ | 3.48 | | | Forfeited | | (37,013) | | | 4.83 | | | Nonvested, end of period | | 2,426,384 | | $ | 3.46 | | The grant date fair value of PSUs granted during 2024 and 2023 was $3.5 million and $6.3million, respectively. The Company did not grant any PSUs in 2025 that were accounted for as equity awards. No PSUs vested during 2025 or 2024. The fair value of the PSUs that vested during 2023 was $0.7 million based on the closing price of the Companys common stock on the vesting date. As of December31,2025, there was $1.2 million of total unrecognized compensation costs related to unvested PSUs which is expected to be recognized over a weighted average period of one year. 81 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** **Liability Awards** Certain of the Companys RSUs and all PSUs granted in 2025 may be settled by, at the Companys discretion, either the issuance of the Companys common stock, cash, or a combination thereof based on the fair market value of the common stock at the vesting date. These awards are accounted for as liability awards, and the fair value of these awards is remeasured at the end of each reporting period based on either the current market price of the Companys common stock (for RSUs and PSUs with both a service condition and a performance condition) or through the use of the Monte Carlo simulation method (for PSUs with both a service condition and a market condition). The assumptions used in the Monte Carlo simulation method are the same as those described above for PSUs accounted for as equity awards. The following table summarizes the assumptions used to calculate the fair value of the PSUs valued using the Monte Carlo simulation method at the date of grant and at December 31, 2025: | | | | | | | | | | | | May 16, | | December 31, | | | | | 2025 | | 2025 | | | Expected term for performance period (in years) | | 2.6 | | | 2.0 | | | | Expected volatility | | 56.0 | % | | 58.7 | % | | | Risk-free interest rate | | 3.9 | % | | 3.4 | % | | During 2025, the Company granted 7.6 million liability awards with a grant date fair value of $12.2 million. As of December31,2025, there were 7.5 million liability awards outstanding with a fair value of $13.8 million. As of December31,2025, there was $6.1 million of total unrecognized compensation costs related to the liability awards which is expected to be recognized over a weighted average period of 2.1 years. **Share-Based Compensation Expense** Compensation cost for share-based payments to employees is recognized using an accelerated attribution method over the period during which the recipient is required to provide service in exchange for the award. For equity awards, compensation cost is based on the fair value of the equity instrument on the date of grant. For liability awards, compensation cost is based on the fair value of the liability awards at the end of the reporting period. Forfeitures are estimated during the vesting period, resulting in the recognition of compensation cost only for those awards that are expected to actually vest. Estimated forfeitures are adjusted to actual forfeitures when the award vests. All RSUs and PSUs awarded are subject to forfeiture until vested and cannot be sold, transferred or otherwise disposed of during the restricted period. The following table presents the compensation expenses included in *General and administrative expenses* in the Consolidated Statements of Operations (in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Accounted for as equity awards: | | | | | | | | | | | | Restricted stock units | | $ | 6,492 | | $ | 4,433 | | $ | 4,477 | | | Performance share units | | | 3,600 | | | 5,759 | | | 5,836 | | | Accounted for as liability awards | | | 2,134 | | | | | | | | | Restricted shares | | | | | | | | | 70 | | | Total | | $ | 12,226 | | $ | 10,192 | | $ | 10,383 | | NOTE 8 ****EMPLOYEE BENEFIT PLAN The Company maintains a defined contribution benefit plan (the 401(k)Plan) for all eligible employees. The Company matches employee contributions 100% of each participants contribution up to a maximum of6% of the participants eligible compensation, subject to limitations imposed by the Internal Revenue Code. The 401(k)Plan provides100% vesting in Company match contributions on a pro rata basis over five years of service (20% peryear). 82 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** Expenses relating to the 401(k)Plan were $3.2million, $3.3 million, and $2.9million for 2025, 2024and 2023, respectively. NOTE 9 ****LEASES The Company has entered into various non-cancellable operating leases for certain of the Companys offices, land and various pipeline right-of-way contracts. The Company determines if an arrangement is a lease, or contains a lease, at inception and establishes a right-of-use (ROU) assetandlease liabilitybased on the Companys assumptions ofthe term, inflation rates andincremental borrowing rates. The Company has elected the short-term practical expedient to not apply the recognition requirements to short-term leases with a term of twelve months or less. The Company has also elected the practical expedient to not separate lease and nonlease components. The Companys operating leases include options to extend the lease term, at the Companys discretion, for an additional two to ten years. The Company is not, however, reasonably certain that it will exercise any of the options to extend these leases and as such, the options have not been included in the remaining lease terms. The amounts disclosed herein primarily represent costs associated with properties operated by the Company that are presented on a gross basis and do not reflect the Companys net proportionate share of such amounts. A portion of these costs have been or will be billed to other working interest owners where applicable. The Companys share of these costs is included in oil and natural gas properties, lease operating expense or general and administrative expense, as applicable. The components of lease costs were as follows (in thousands): | | | | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | 2023 | | | Operating lease costs, excluding short-term leases | | $ | 1,805 | | $ | 1,718 | | $ | 1,670 | | | Short-term lease cost | | | 236 | | | 143 | | | 58 | | | Variable lease cost (1) | | | 832 | | | 951 | | | 765 | | | Total lease cost | | $ | 2,873 | | $ | 2,812 | | $ | 2,493 | | | (1) | Variable lease costs primarily represent differences between minimum lease payment obligations and actual operating charges incurred by the Company related to long-term operating leases. | | The present value of the fixed lease payments recorded as the Companys ROU assets and operating lease liabilities, adjusted for initial direct costs and incentives, are as follows (in thousands): | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | | ROU assets Other assets | | $ | 11,029 | | $ | 10,045 | | | | | | | | | | | | Lease liability: | | | | | | | | | Accrued liabilities | | $ | 1,765 | | $ | 1,522 | | | Other liabilities | | | 11,031 | | | 10,390 | | | Total lease liability | | $ | 12,796 | | $ | 11,912 | | The weighted average remaining lease term and discount rate related to the Companys operating leasesare as follows (in thousands): | | | | | | | | | | | | | December31, | | | | | | 2025 | | 2024 | | 2023 | | | | Weighted average remaining lease term | | 13.0 years | | 11.5 years | | 12.1 years | | | | Weighted average discount rate | | 10.4 | % | 10.3 | % | 10.3 | % | | 83 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** Supplemental cash flow information related to the Companys operating leases are as follows (in thousands): | | | | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | 2023 | | | Operating cash outflow from operating leases | | $ | 1,904 | | $ | 1,595 | | $ | 1,713 | | | Right-of-use assets obtained in exchange for new operating lease liabilities | | $ | 1,503 | | $ | | | $ | 559 | | As of December31,2025, the maturities of the liabilities related to the Companys operating leases are as follows (in thousands): | | | | | | | 2025 | | $ | 2,343 | | | 2026 | | | 1,814 | | | 2027 | | | 1,868 | | | 2028 | | | 4,136 | | | 2029 | | | 1,934 | | | Thereafter | | | 11,186 | | | Total lease payments | | | 23,281 | | | Less: imputed interest | | | (10,485) | | | Total | | $ | 12,796 | | NOTE 10 ** FINANCIAL INSTRUMENTS** The Companys financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, derivative instruments and debt. Except for derivative instruments and debt, the carrying amount of the Companys financial instruments approximates fair value due to the short-term, highly liquid nature of these instruments. **Derivative Instruments** As of December31,2025, the Company has no open derivative contracts. The fair value of the Companys open contracts as well as closed contracts that had not yet settled is recorded in the Consolidated Balance Sheets as follows (in thousands): | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | | Prepaid expenses and other current assets | | $ | 318 | | $ | 868 | | | Other assets | | | | | | 4,150 | | | Accrued liabilities | | | | | | 3,731 | | The Company measures the fair value of its derivative instruments on a recurring basis by applying the income approach, using models with inputs that are classified within Level 2 of the valuation hierarchy. The income approach converts expected future cash flows to a present value amount based on market expectations. The inputs used for the fair value measurement of derivative financial instruments are the exercise price, the expiration date, the settlement date, notional quantities, the implied volatility, the discount curve with spreads and published commodity future prices. The impact of commodity derivative contracts on the Consolidated Statements of Operationswas as follows (in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Realized (gain) loss (1) | | $ | (16,256) | | $ | (2,879) | | $ | 4,087 | | | Unrealized loss (gain) | | | 2,663 | | | (710) | | | (58,846) | | 84 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** | Derivative gain, net | | $ | (13,593) | | $ | (3,589) | | $ | (54,759) | | | (1) | Includes $11.9 million related to the monetization of the Companys natural gas put contracts and costless collar during 2025. | | **Debt** The following table presents the net values and estimated fair values of the Companys debt (in thousands): | | | | | | | | | | | | | | | | | | December31,2025 | | December31,2024 | | | | | Net Value | | FairValue | | Net Value | | FairValue | | | Term Loan | | $ | | | $ | | | $ | 112,132 | | $ | 109,727 | | | 11.75% Notes | | | | | | | | | 272,081 | | | 278,765 | | | 10.75% Notes | | | 342,355 | | | 320,208 | | | | | | | | | TVPX Loan | | | 8,458 | | | 8,613 | | | 9,010 | | | 9,395 | | | Total | | $ | 350,813 | | $ | 328,821 | | $ | 393,223 | | $ | 397,887 | | The fair values of the TVPX Loan and the Term Loan were measured using a discounted cash flows model and current market rates. The fair values of the 10.75% Notes and the 11.75% Notes were measured using quoted prices, although the market is inactive. The fair value of debt was classified as Level 2 within the valuation hierarchy. NOTE 11 ****INCOME TAXES As described in *Note 1*** *Basis of Presentation and Summary of Significant Accounting Policies,*effective for the year ended December 31, 2025, the Company adopted ASU 2023-09 and applied the disclosure requirements on a prospective basis. In accordance with prospective application, the Company did not recast prior period disclosures. **Income Tax Expense (Benefit)** Components of income tax expense (benefit) were as follows (in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Current | | $ | 253 | | $ | 92 | | $ | (140) | | | Deferred | | | 50,674 | | | (10,077) | | | 18,485 | | | Total income tax expense (benefit) | | $ | 50,927 | | $ | (9,985) | | $ | 18,345 | | **Reconciliation** The reconciliation of income taxes computed at the U.S. federal statutory tax rate of 21% to these effective tax rates is as follows (in thousands): | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | | Income tax benefit at the federal statutory rate | | $ | (20,818) | | 21.0 | % | | | State and local income tax, net of federal income tax effect (1) | | | 1,537 | | (1.6) | | | | Changes in valuation allowance | | | 68,046 | | (68.6) | | | | Nontaxable or nondeductible items: | | | | | | | | | Shortfall on vested shares | | | 988 | | (1.0) | | | | Limited executive compensation | | | 812 | | (0.8) | | | | Other | | | 353 | | (0.4) | | | | Prior year taxes | | | 9 | | | | | | Income tax expense | | $ | 50,927 | | (51.4) | % | | | (1) | Taxes in the state of Alabama contributed to the majority of the tax effect in this category. | | 85 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** The Companys income tax (benefit) expense for 2024 and 2023 resulted in effective tax rates of 10.3% and 54.0%, respectively. The reconciliation of income taxes computed at the U.S. federal statutory tax rate of 21% to these effective tax rates is as follows (in thousands): | | | | | | | | | | | | Year Ended December31, | | | | | 2024 | | 2023 | | | Income tax (benefit) expense at the federal statutory rate | | $ | (20,397) | | $ | 7,128 | | | Compensation adjustments | | | 2,607 | | | 1,752 | | | State income taxes | | | (57) | | | 1,143 | | | Valuation allowance | | | 7,699 | | | 8,125 | | | Other | | | 163 | | | 197 | | | Income tax (benefit) expense | | $ | (9,985) | | $ | 18,345 | | **Income Taxes Paid** Income taxes paid, net of refunds received, were as follows (in thousands): | | | | | | | | | | Year Ended December31, | | | | | 2025 | | | Federal | | $ | 580 | | | State and local - Louisiana | | | 27 | | | Income taxes paid, net of refunds received | | $ | 607 | | Income tax (refunds) payments were $(2.0) million and $2.4 million in 2024 and 2023, respectively. As of December31,2025, income taxes receivable of $0.5 million were included in *Prepaid expenses and other current assets* in the Companys Consolidated Balance Sheets. 86 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** **Deferred Tax Assets and Liabilities** Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax assets and liabilities were as follows (in thousands): | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | | Deferred tax assets: | | | | | | | | | Derivatives | | $ | | | $ | 4,376 | | | Asset retirement obligations | | | 122,862 | | | 118,398 | | | Contingent asset retirement obligations | | | 7,906 | | | 4,493 | | | Right of use liability | | | 2,937 | | | 2,743 | | | Federal net operating losses | | | 18,286 | | | 10,805 | | | State net operating losses | | | 4,831 | | | 4,581 | | | Interest expense limitation carryover | | | 25,743 | | | 24,947 | | | Share-based compensation | | | 1,938 | | | 1,480 | | | Other | | | 4,952 | | | 4,560 | | | Total deferred tax asset | | | 189,455 | | | 176,383 | | | Valuation allowance | | | (100,321) | | | (29,155) | | | Total deferred tax asset after valuation allowance | | | 89,134 | | | 147,228 | | | Deferred tax liabilities: | | | | | | | | | Property and equipment | | $ | 86,701 | | $ | 93,284 | | | Investment in non-consolidated entity | | | 1,110 | | | 2,149 | | | Other | | | 3,198 | | | 2,995 | | | Total deferred tax liabilities | | | 91,009 | | | 98,428 | | | | | | | | | | | | Net deferred tax (liability) asset (1) | | $ | (1,875) | | $ | 48,800 | | | (1) | As of December31, 2025 and 2024, $1.9 million and $8 thousand, respectively, are included in Other liabilities in the Companys Consolidated Balance Sheets. | | **Valuation Allowance** Changes to the Companys valuation allowance are as follows (in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Balance at beginning of period | | $ | (29,155) | | $ | (23,202) | | $ | (15,311) | | | Additions to valuation allowance | | | (71,166) | | | (5,953) | | | (7,891) | | | Balance at end of period | | $ | (100,321) | | $ | (29,155) | | $ | (23,202) | | Deferred tax assets are recorded related to net operating losses (NOLs) and temporary differences between the book and tax basis of assets and liabilities expected to produce tax deductions in future periods. The Company records valuation allowances when it is more likely than not that some portion or all of its deferred tax assets will not be realized. As of each reporting date, the Company assesses available positive and negative evidence regarding its ability to realize its deferred tax assets, including reversing temporary differences and projections of future taxable income during the periods in which those temporary differences become deductible, as well as negative evidence such as historical losses, to evaluate the realizability of its net deferred tax asset position. The realization of these assets depends on recognition of sufficient future taxable income in specific tax jurisdictions in which those temporary differences or NOLs are deductible. 87 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** The amount of the Companys deferred tax assets considered realizable was reduced in 2025 mainly due to negative evidence regarding its ability to realize its deferred tax assets. The Company can support a portion of its deferred tax assets through the generation of income from future reversals of existing taxable temporary differences and recorded a valuation allowance against the remaining unsupported deferred tax assets. **Net Operating Loss andInterest Expense Limitation Carryover** The table below presents the details of the Companys net operating loss and interest expense limitation carryoveras of December31,2025(in thousands): | | | | | | | | | | | Amount | | ExpirationYear | | | Federal net operating loss | | $ | 87,078 | | N/A | | | State net operating loss | | | 108,804 | | 2038 - 2040 | | | Interest expense limitation carryover | | | 117,550 | | N/A | | **Uncertain Tax Positions** The Companys tax filings are subject to examination by federal and state tax authorities where it conducts its business. These examinations may result in assessments of additional tax that are resolved with the authorities or through the courts. The Company has evaluated whether any material tax positions it has taken will more likely than not be sustained upon examination by the appropriate taxing authority. As the Company believes that all such material tax positions it has taken are supportable by existing laws and related interpretations, the Company believes there are no material uncertain tax positions to consider. Years Open to Examination The Company and its subsidiaries are subject to income taxes in both the U.S. federal jurisdiction and state jurisdictions in which it conducts its business, each of which may have multiple open years subject to examination. As of December31,2025, the taxyears 2022through 2025remain open to examination by the federal and state tax jurisdictions where the Company conducts its business. NOTE 12 ** NET (LOSS) INCOME** PER SHARE The following table presents the calculation of basic and diluted net (loss) incomeper common share (in thousands, except per share amounts): | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Net (loss) income | | $ | (150,062) | | $ | (87,145) | | $ | 15,598 | | | | | | | | | | | | | | | Weighted average common shares outstanding - basic | | | 148,207 | | | 147,133 | | | 146,483 | | | Dilutive effect of securities | | | | | | | | | 1,819 | | | Weighted average common shares outstanding - diluted | | | 148,207 | | | 147,133 | | | 148,302 | | | | | | | | | | | | | | | Net (loss) income per common share: | | | | | | | | | | | | Basic | | $ | (1.01) | | $ | (0.59) | | $ | 0.11 | | | Diluted | | $ | (1.01) | | $ | (0.59) | | $ | 0.11 | | | | | | | | | | | | | | | Shares excluded due to being anti-dilutive (1) | | | 6,464 | | | 4,069 | | | | | | (1) | Includes RSUs and PSUs that are expected to attain their applicable performance metrics as their effect, if included would have been anti-dilutive. | | 88 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** NOTE 13 ** INVESTMENT IN MONZA** Monza was formed and funded by the Company, third-party investors and an entity owned and controlled by the Companys CEO with total commitments by all members, including the Companys commitment to fund its retained interest in Monza projects held outside of Monza, of $361.4 million, which includes the Companys contribution of 88.94% of its working interest in certain identified undeveloped drilling projects. The entity affiliated with the Companys CEO invested as a minority investor on the same terms and conditions as the third-party investors. Monza jointly participates with the Company in the exploration, drilling and development of certaindrilling projects (the Joint Venture Drilling Program) in the Gulf of America. The Joint VentureDrilling Program is structured so that the Company initially receives an aggregate of 30.0% of the revenues less expenses, through both the Companys direct ownership of its working interest in the projects and the Companys indirect interest through its interest in Monza, for contributing 20.0% of the estimated total well costs plus associated leases and providing access to available infrastructure at agreed-upon rates. Any exceptions to this structure are approved by the Monza board of directors. Monza is an entity separate from any other entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Monzas assets prior to any value in Monza becoming available to holders of its equity. The assets of Monza are not available to pay creditors of the Company and its affiliates. As of December31,2025, nine wells have been completed since the inception of the Joint Venture Drilling Program, of which seven are producing. The Company is the operator for five of these wells completed. As required, the Company may call on Monza to provide cash to fund its portion of certainJoint Venture Drilling Program projects in advance of capital expenditure spending. As of both December31,2025 and 2024, the unused advances were $2.4million, which areincluded in *Accounts payable* in the Consolidated Balance Sheets*.* Since inception through December31,2025, members of Monza have made partner capital contributions, including the Companys contributions of working interest in the drilling projects, to Monza totaling $302.4million and received cash distributions totaling $273.7million. Since inception through December31,2025, the Company has made total capital contributions, including the contributions of working interest in the drilling projects, to Monza totaling $68.2million and received cash distributions totaling $59.2million. **Consolidation and Carrying Amounts** Monza is considered to be a variable interest entity. As the Company is not considered the primary beneficiary of Monza, the Company does not fully consolidate Monza but instead consolidates Monza based on its ownership interest. The Company reconsiders its evaluation of whether to consolidate Monza each reporting period based upon changes in the facts and circumstances pertaining to Monza. Monza is considered a variable interest entity that is proportionally consolidated. As of December31,2025, there have been noevents or changes that would cause a redetermination of the variable interest status. The following table presents the amounts recorded by the Company in the Consolidated Balance Sheets related to the consolidation of the proportional interest in Monzas operations (in thousands): | | | | | | | | | | | | December 31, | | | | | 2025 | | 2024 | | | Working capital | | $ | 502 | | $ | 29 | | | Oil and natural gas properties and other, net | | | 24,289 | | | 28,042 | | | Other assets | | | 13,947 | | | 13,038 | | | Asset retirement obligations | | | 840 | | | 691 | | | Other liabilities | | | 56 | | | | | 89 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** The following table presents the amounts recorded by the Company in the Consolidated Statement of Operations related to the consolidation of the proportional interest in Monzas operations (in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Total revenues | | $ | 10,944 | | $ | 11,254 | | $ | 13,086 | | | Total operating expenses | | | 8,420 | | | 7,453 | | | 9,436 | | | Other income, net | | | 79 | | | 215 | | | 199 | | NOTE 14 ****SEGMENT INFORMATION The Company reports its operations in one reportable segment which is engaged in the acquisition, development and production of oil, NGLs and natural gas offshore in the Gulf of America. The segment derives revenue from the sale of produced oil, NGLs and natural gas. The Companys chief operating decision maker (CODM) is its CEO. The accounting policies of the Companys operating segment are the same as those described in *Note 1**Basis of Presentation and Summary of Significant Accounting Policies*. The measure of profit or loss that the CODM uses to assess performance and allocate resources for the operating segment is consolidated net (loss) income. The measure of segment assets is reported on the accompanying consolidated balance sheets as total consolidated assets. The CODM uses consolidated net income in deciding whether to reinvest profits into the operating segment or into other activities, such as for acquisitions or to return capital to shareholders through a combination of dividends and/or share repurchases. As the Company discloses a single reportable segment, total operating net revenues for the Companys operating segment is reported in its Consolidated Statements of Operations and segment assets is reported in its Consolidated Balance Sheets. The CODM is regularly provided with only the consolidated expenses as noted on the face of the Consolidated Statements of Operations and, accordingly, these expenses are considered to be significant expenses. NOTE 15 ** OTHER**SUPPLEMENTAL INFORMATION **Consolidated Balance Sheet Details** Prepaid expenses and other current assets consisted of the following (in thousands): | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | | Derivatives | | $ | 318 | | $ | 868 | | | Insurance/bond premiums | | | 5,630 | | | 6,988 | | | Prepaid deposits related to royalties | | | 6,382 | | | 8,562 | | | Prepayments to vendors | | | 1,636 | | | 1,586 | | | Other | | | 577 | | | 500 | | | Prepaid expenses and other current assets | | $ | 14,543 | | $ | 18,504 | | Oil and natural gas properties and other, net consisted of the following (in thousands): | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | | Oil and natural gas properties and related equipment (1) | | $ | 9,091,553 | | $ | 9,090,928 | | | Other property | | | 43,710 | | | 43,589 | | | Total property and equipment | | | 9,135,263 | | | 9,134,517 | | | Less: Accumulated depreciation, depletion, amortization and impairment | | | (8,473,181) | | | (8,356,776) | | | Oil and natural gas properties and other, net | | $ | 662,082 | | $ | 777,741 | | 90 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** | (1) | In January 2025, the Company received $58.5 million from an insurance claim related to the Mobile Bay plant turnaround in February 2023. As the Company uses the full cost method of accounting for its oil and natural gas properties, the proceeds were accounted for as an adjustment to its capitalized costs. | | Accrued liabilities consisted of the following (in thousands): | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | | Accrued interest | | $ | 15,768 | | $ | 13,472 | | | Accrued salaries/payroll taxes/benefits | | | 12,513 | | | 11,623 | | | Contingent P&A liability | | | 8,717 | | | 1,751 | | | Derivatives | | | | | | 3,731 | | | Operating lease liabilities | | | 1,765 | | | 1,522 | | | Income taxes payable | | | 202 | | | | | | Other | | | 844 | | | 1,172 | | | Total accrued liabilities | | $ | 39,809 | | $ | 33,271 | | **Consolidated Statement of Cash Flows Information** Supplemental cash flows information was as follows (in thousands): | | | | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | 2023 | | | Cash and cash equivalents | | $ | 140,558 | | $ | 109,003 | | $ | 173,338 | | | Restricted cash | | | 62 | | | 1,552 | | | 4,417 | | | Cash, cash equivalents and restricted cash | | | 140,620 | | | 110,555 | | | 177,755 | | | | | | | | | | | | | | | Supplemental cash flows information: | | | | | | | | | | | | Cash paid for interest | | | 35,875 | | | 40,566 | | | 42,132 | | | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Non-cash investing and financing activities: | | | | | | | | | | | | Accrual for investment in oil and natural gas properties | | | 9,490 | | | 3,363 | | | 7,165 | | | ARO - acquisitions, additions, dispositions and revisions, net | | | 16,403 | | | 57,335 | | | 37,337 | | | Share-based compensation expense related to liability awards | | | 2,134 | | | | | | | | | Government securities transferred to trustee in connection with legal defeasance | | | 5,348 | | | | | | | | | Legal defeasance of 11.75% Notes | | | 5,170 | | | | | | | | | Change in accrual for dividends declared but not paid on unvested share-based awards | | | 432 | | | 116 | | | | | NOTE 16 ****RELATED PARTIES **Related Party Transactions with Affiliates of the CEO** The Company has entered into transactions with related parties either controlled by the Companys CEO or in which he has an ownership interest. In May 2023, the Company acquired a corporate aircraft from a company affiliated with and controlled by the Companys CEO. The purchase price of the aircraft was $19.1 million, which was paid using $9.0 million of cash on hand and through the assumption of the TVPX Loan (see *Note 4 Debt*). The terms of this transaction were reviewed and approved by the Audit Committee of the Companys board of directors. 91 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** Prior to the Companys purchase of the aircraft, the Company used this aircraft for business purposes, and the CEO also used the aircraft for personal purposes. Both the Companys use of the aircraft for business purposes and the CEOs unlimited use for personal purposes were paid for by the Company pursuant to the CEOs prior employment agreement. Airplane services transactions were approximately $0.2 million during 2023. On May 14, 2023, the Company adopted its aircraft use policy, which was amended and restated on January 1, 2024 (the Aircraft Policy). Under the Aircraft Policy, certain costs of executive officers personal travel on the Companys corporate aircraft (including the personal travel of family and guests) are either paid directly by the executive officer on at least an annual basis or, in certain cases, reimbursed to the Company, in each case, in accordance with the Aircraft Policy. Direct payments are due to the air carrier in accordance with the air carriers terms. An entity owned by the Companys CEO has ownership interests in certain wells in which the Company does not have an ownership interest. These wells are covered under the Companys insurance policy. The entity reimburses the Company for its proportionate share of insurance premiums related to these wells and, when insurance proceeds are collected related to damage, those costs are disbursed as applicable. In addition, the entity reimburses the Company for certain administrative costs incurred during the year. Reimbursements from such company totaled $0.3 million, $0.3 million and $0.4 million during 2025, 2024 and 2023, respectively, and are included on the Companys Consolidated Statements of Operations as a reduction to general and administrative expenses. A company that provides marine transportation and logistics services to the Company employs the spouse of the Companys CEO. The rates charged for these marine and transportation services were generally either equal to or below rates charged by non-related, third-party companies and/or otherwise determined to be of the best value to the Company. Payments to such company totaled $23.0 million, $20.3million and$16.5million during 2025, 2024and 2023, respectively. The spouse received commissions of approximately $0.2 million, $0.1 million and $0.1 million during 2025, 2024and 2023. These commissions were partially based on services rendered to the Company. An entity controlled by the Companys CEO purchased $22.0 million in aggregate principal amount of the 10.75% Notes on the same terms as the other purchasers. An entity indirectly owned and controlled by the Companys CEO was the sole lender under the Legacy Credit Agreement (see *Note 4 Debt*). The entity earned commitment fees, equal to 3.0% of the unused borrowing base lending commitment, of $0.1 million, $1.5 million and $1.5 million in 2025, 2024 and 2023, respectively. NOTE 17 ****SUPPLEMENTAL OIL AND GAS DISCLOSURES (UNAUDITED) **Capitalized Costs** Net capitalized costs related to oil, NGLs and natural gas producing activities are as follows (in thousands): | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Proved oil and natural gas properties and equipment | | $ | 9,091,553 | | $ | 9,090,928 | | $ | 8,919,403 | | | Accumulated depreciation, depletion and amortization | | | (8,444,343) | | | (8,331,141) | | | (8,200,968) | | | Net capitalized costs related to producing activities | | $ | 647,210 | | $ | 759,787 | | $ | 718,435 | | | | | | | | | | | | | | **Costs Incurred in Oil and Gas Property Acquisition, Exploration and Development Activities** The following costs were incurred in oil, NGLs and natural gas property acquisition, exploration and development activities (in thousands): 92 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Acquisition of proved oil and natural gas properties (1) | | $ | 711 | | $ | 98,282 | | $ | 43,736 | | | Exploration costs (2) | | | 4,788 | | | 6,758 | | | 12,250 | | | Development costs (3) | | | 70,338 | | | 71,875 | | | 54,022 | | | Total | | $ | 75,837 | | $ | 176,915 | | $ | 110,008 | | | (1) | Includes capitalized ARO of $17.6 million and $16.4 million during 2024 and 2023, respectively. | | | (2) | Includes seismic costs of $1.3 million, and $2.8 million incurred during 2024 and 2023, respectively. Includes geological and geophysical costs charged to expense of $4.0 million, $5.4 million, and $4.8 million during 2025, 2024 and 2023, respectively. | | | (3) | Includes capitalized ARO of $16.4 million, $39.6 million and $21.0 million during 2025, 2024 and 2023, respectively. | | **Oil and Natural Gas Reserve Information** There are numerous uncertainties in estimating quantities of proved reserves and in providing the future rates of production and timing of development expenditures. The following reserve information represents estimates only and are inherently imprecise. Reserve estimates were prepared based on the interpretation of various data by the Companys independent reservoir engineers, including production data and geological and geophysical data of the Companys existing wells. All of the Companys reserves are located in the UnitedStates with all located in state and federal waters in the Gulf of America. In addition to other criteria, estimated reserves are assessed for economic viability based on the unweighted average of first-day-of-the-month commodity prices over the period Januarythrough Decemberfor theyear in accordance with definitions and guidelines set forth by the SEC. The prices used do not purport, nor should it be interpreted, to present the current market prices related to estimated oil and natural gas reserves. 93 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** The following sets forth changes in estimated quantities of net proved oil, NGLs and natural gas reserves: | | | | | | | | | | | | | | | | | | | | | | | | | Oil | | NGLs | | NaturalGas | | | | | | | (MMBbls) | | (MMBbls) | | (Bcf) | | MMBoe | | | Proved reserves as of December 31, 2022 | | 40.6 | | 18.9 | | 634.6 | | 165.3 | | | Revisions of previous estimates | | | | (4.0) | | (168.8) | | (32.2) | | | Purchase of minerals in place | | 1.4 | | 0.2 | | 5.8 | | 2.6 | | | Production | | (5.0) | | (1.4) | | (37.6) | | (12.7) | | | Proved reserves as of December 31, 2023 | | 37.0 | | 13.7 | | 434.0 | | 123.0 | | | Revisions of previous estimates | | 7.0 | | 0.2 | | (77.1) | | (5.5) | | | Purchase of minerals in place | | 12.9 | | 0.3 | | 51.8 | | 21.7 | | | Production | | (5.3) | | (1.2) | | (34.3) | | (12.2) | | | Proved reserves as of December 31, 2024 | | 51.6 | | 13.0 | | 374.4 | | 127.0 | | | Revisions of previous estimates | | (7.7) | | (0.2) | | 85.8 | | 6.5 | | | Sale of minerals in place | | (0.1) | | | | | | (0.1) | | | Production | | (5.1) | | (1.1) | | (36.9) | | (12.4) | | | Proved reserves as of December 31, 2025 | | 38.7 | | 11.7 | | 423.3 | | 121.0 | | | | | | | | | | | | | | Year-end proved developed reserves: | | | | | | | | | | | 2025 | | 32.9 | | 11.6 | | 418.9 | | 114.3 | | | 2024 | | 37.0 | | 12.2 | | 336.0 | | 105.3 | | | 2023 | | 27.4 | | 12.7 | | 379.4 | | 103.3 | | | | | | | | | | | | | | Year-end proved undeveloped reserves: | | | | | | | | | | | 2025 | | 5.8 | | 0.1 | | 4.4 | | 6.7 | | | 2024 | | 14.6 | | 0.8 | | 38.4 | | 21.7 | | | 2023 | | 9.6 | | 1.0 | | 54.6 | | 19.7 | | During 2025, revisions of previous estimates were primarily due to SEC price revisions for all proved reserves and a decrease in PUD locations due to the PUD locations becoming uneconomic under current prices and PUD locations being dropped in compliance with the SECs five-year rule. During 2024, revisions of previous estimates were primarily related to upward revisions to the Garden Banks 783 field offset by decreases due to SEC price revisions for all proved reserves. Proved reserves were also added through the acquisition of properties in January 2024. During 2023, revisions of previous estimates were primarily due to SEC price revisions for all proved reserves. Proved reserves were also added through the acquisition of properties in September 2023. As of December31,2025, we believe that we will be able to develop 2.6 MMBoe (approximately 40% of the total 6.7 MMBoe classified as PUDs) within five years from the date such PUDs were initially recorded. The primary exceptions to the five-year rule are at the Ship Shoal 349 field (Mahogany) and the Viosca Knoll 823 field (Virgo) where future development drilling has been planned as sidetracks of existing wellbores due to conductor slot limitations and rig availability. Twosidetrack PUD locations, one each at Mahogany and Virgo, will be delayed until an existing well is depleted and available to sidetrack. Based on the latest reserve report, these PUD locations are expected to be developed in 2038 and 2026, respectively. The other exception is at the Garden Banks 783 field where significant 94 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** spending has already begun on rig and platform modifications for development drilling, but the timeline has been extended to 2026 before the Company will be able to mobilize the rig. **Standardized Measure of Discounted Future Net Cash Flows** The following presents the standardized measure of discounted future net cash flows related to the Companys proved oil, NGLs and natural gas reserves together with changes therein (in millions): | | | | | | | | | | | | | | | Year Ended December31, | | | | | 2025 | | 2024 | | 2023 | | | Future cash inflows | | $ | 4,388.4 | | $ | 5,123.1 | | $ | 4,282.3 | | | Future costs: | | | | | | | | | | | | Production | | | (2,369.8) | | | (2,361.9) | | | (2,007.6) | | | Development and abandonment | | | (1,165.8) | | | (1,645.0) | | | (1,052.3) | | | Income taxes | | | (175.1) | | | (215.9) | | | (210.3) | | | Future net cash inflows | | | 677.7 | | | 900.3 | | | 1,012.1 | | | 10% annual discount factor | | | (26.4) | | | (160.2) | | | (328.9) | | | Standardized measure of discounted future net cash flows | | $ | 651.3 | | $ | 740.1 | | $ | 683.2 | | Future cash inflows represent expected revenues from production of period-end quantities of proved reserve computed using SEC pricing for the periods presented. All prices are adjusted by field for quality, transportation fees, energy content and regional price differentials. Due to the lack of a benchmark price for NGLs, a ratio is computed for each field of the NGLs realized price compared to the WTI oil spot price. Then, this ratio is applied to the oil price using SEC guidance. The average realized commodity prices used to determine the standardized measure of discounted future net cash flows are as follows: | | | | | | | | | | | | | | | December31, | | | | | 2025 | | 2024 | | 2023 | | | Oil ($/Bbl) | | $ | 64.97 | | $ | 74.69 | | $ | 74.79 | | | NGLs ($/Bbl) | | | 19.67 | | | 22.98 | | | 24.08 | | | Natural gas ($/Mcf) | | | 3.88 | | | 2.58 | | | 2.74 | | Future production, development and abandonment costs and production rates and timing were based on the best information available to the Company. Estimated future net cash flows, net of future income taxes, have been discounted to their present values based on the prescribed annual discount rate of 10%. The standardized measure of discounted future net cash flows does not purport, nor should it be interpreted, to present the fair market value of the Companys oil, NGLs and natural gas reserves. Actual prices realized, costs incurred, and production quantities and timing may vary significantly from those used. 95 [Table of Contents](#TOC) **W&T Offshore, Inc.** **Notes to Consolidated Financial Statements (continued)** The change in the standardized measure of discounted future net cash flows relating to the Companys proved oil, NGLs and natural gas reserves is as follows (in millions): | | | | | | | | | | | | | | | YearEndedDecember31, | | | | | 2025 | | 2024 | | 2023 | | | Standardized measure of discounted future net cash flows, beginning of year | | $ | 740.1 | | $ | 683.2 | | $ | 2,263.0 | | | Sales and transfers of oil, NGL and natural gas produced, net of production costs | | | (167.6) | | | (205.1) | | | (240.1) | | | Net changes in prices and production costs | | | (208.6) | | | 38.6 | | | (1,241.4) | | | Net change in future development costs | | | (1.8) | | | (102.1) | | | (22.0) | | | Revisions of quantity estimates | | | 193.1 | | | (16.7) | | | (828.8) | | | Acquisition of reserves in place | | | | | | 245.9 | | | 72.0 | | | Sale of minerals in place | | | (6.1) | | | | | | | | | Accretion of discount | | | 89.5 | | | 79.2 | | | 285.7 | | | Net change in income taxes | | | 24.0 | | | (45.6) | | | 443.1 | | | Changes in timing and other | | | (11.3) | | | 62.7 | | | (48.3) | | | Standardized measure of discounted future net cash flows, end of year | | $ | 651.3 | | $ | 740.1 | | $ | 683.2 | | NOTE 18 ****SUBSEQUENT EVENTS (UNAUDITED) In January 2026, the Company entered into oil costless collar hedges for 2026 including: | | 2,000 Bbls/d for March 2026 to December 2026, with a floor price of $55.35 per Bbl and a ceiling price of $68.60 per Bbl and | | | | 2,000 Bbls/d for March 2026 to December 2026, with a floor price of $57.00 per Bbl and a ceiling price of $70.20 per Bbl. | | In February 2026, the Company entered into an oil swap for 2,000 Bbls/d for April 2026 to December 2026 at $64.53 per Bbl. On March 5, 2026, the board of directors approved a first quarter dividend of $0.01 per share. The Company expects to pay the dividend on March 26, 2026, to stockholders of record as of the close of business on March 19, 2026. 96 [Table of Contents](#TOC) ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures In accordance with Exchange Act Rules 13a-15 and 15d-15, our management, with the participation of our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, supervised and participated in our evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December31,2025. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Consequently, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December31,2025 at the reasonable assurance level. Managements Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Management conducted an evaluation and assessment of the effectiveness of our internal control over financial reporting as of December31,2025, based on the criteria set forth in *Internal Control****Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December31,2025. The effectiveness of our internal control over financial reporting as of December31,2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein. Attestation Report of the Registered Public Accounting Firm Deloitte & ToucheLLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Form10-K, has issued an attestation report on the effectiveness of internal control over financial reporting as of December 31, 2025, which is included under Part II, Item8. *Financial Statements and Supplementary Data*, in this Form10-K. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM9B. OTHER INFORMATION During the three months ended December31,2025,noneof our directors or officers (as such term is defined in Rule 16(a)-1(f) under the Exchange Act) adopted orterminateda Rule 10b5-1 trading agreement or non-Rule 10b5-1tradingarrangement (each as defined in Item 408(a) and (c) of Regulation S-K). 97 [Table of Contents](#TOC) ITEM9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PARTIII ITEM10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference from our definitive proxy statement to be filed with the SEC within 120days after the end of our fiscalyear covered by this Form10-K. Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (*www.wtoffshore.com*)**under Investors. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on the website address and location specified above. ITEM11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference from our definitive proxy statement to be filed with the SEC within 120days after the end of our fiscalyear covered by this Form10-K. ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference from our definitive proxy statement to be filed with the SEC within 120days after the end of our fiscalyear covered by this Form10-K. ITEM13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference from our definitive proxy statement to be filed with the SEC within 120days after the end of our fiscalyear covered by this Form10-K. ITEM14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference from our definitive proxy statement to be filed with the SEC within 120days after the end of our fiscalyear covered by this Form10-K. 98 [Table of Contents](#TOC) PARTIV ITEM15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | (a) | Documents filed as a part of this Form 10-K: | | | 1. | Financial Statements | | See Index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. | 2. | Financial Statement Schedules | | All schedules are omitted because they are not applicable, not required or the required information is included in the consolidated financial statements or related notes. | 3. | Exhibits | | | ExhibitNumber | | Description | | | | | | | | 3.1 | | Second Amended and Restated Articles of Incorporation of W&T Offshore, Inc. (Incorporated by reference to Exhibit3.1 of the Companys Quarterly Report on Form10-Q, filed August 2, 2023) | | | | | | | | 3.2 | | Fourth Amended and Restated Bylaws of W&T Offshore, Inc. (Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K, filed April 26, 2023) | | | | | | | | 4.1 | | Indenture, dated as of January 28, 2025, by and among W&T Offshore, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (including form of 10.750% Senior Second Lien Notes due 2029) (Incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K, filed on February 3, 2025) | | | | | | | | 4.2 | | Form of 10.750% Senior Second Lien Notes due 2029 (included in Exhibit 4.1 hereto) | | | | | | | | 4.3 | | Description of Securities Registered Under Section12 of the Securities Exchange Act of 1934, as amended (Incorporated by reference to Exhibit4.3 of the Companys Annual Report on Form10-K for theyear ended December31, 2019) | | | | | | | | 10.1+ | | W&T Offshore,Inc. Amended and Restated Incentive Compensation Plan (Incorporated by reference from Appendix A to the Companys Definitive Proxy Statement on Schedule 14A, filed April2, 2010) | | | | | | | | 10.2+ | | First Amendment to W&T Offshore,Inc. Amended and Restated Incentive Compensation Plan (Incorporated by reference to Appendix A to the Companys Definitive Proxy Statement on Schedule 14A filed April3, 2013) | | | | | | | | 10.3+ | | Second Amendment to W&T Offshore,Inc. Amended and Restated Incentive Compensation Plan (Incorporated by reference to Appendix B to the Companys Definitive Proxy Statement on Schedule 14A filed April3, 2013) | | | | | | | | 10.4+ | | Third Amendment to W&T Offshore,Inc. Amended and Restated Incentive Compensation Plan (Incorporated by reference to Appendix B to the Companys Definitive Proxy Statement on Schedule 14A filed March24, 2016) | | | | | | | 99 [Table of Contents](#TOC) | 10.5+ | | Fourth Amendment to W&T Offshore,Inc. Amended and Restated Incentive Compensation Plan (Incorporated by reference to Appendix A to the Companys Definitive Proxy Statement on Schedule 14A filed March24, 2017) | | | | | | | | 10.6+ | | Amended and Restated Employment Agreement between W&T Offshore, Inc. and Tracy W. Krohn (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K, filed on April 26, 2023) | | | | | | | | 10.7+ | Form of Indemnification Agreement by and between W&T Offshore, Inc. and each of its directors and certain of its officers (Incorporated by reference to Exhibit10.3 of the Companys Quarterly Report on Form10-Q, filed August8, 2022) | | | | | | | | 10.8 | | Credit Agreement, dated as of January28, 2025, by and among W&T Offshore,Inc., Texas Capital Bank, as agent and the various agents and lenders party thereto (Incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K, filed February 3, 2025) | | | | | | | | 10.9 | | First Amendment to Credit Agreement, dated as of September 3, 2025 but effective as of March 1, 2025 (Incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q, filed November 6, 2025) | | | | | | | | 10.10 | | Reaffirmation Agreement, dated as of September 30, 2025 (Incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q, filed November 6, 2025) | | | | | | | | 10.11 | | Intercreditor Agreement, dated as of January28, 2025, by and between Wilmington Trust, National Association, as second lien collateral trustee and Texas Capital Bank, as priority lien agent (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K, filed February 3, 2025) | | | | | | | | 10.12 | | Purchase and Sale Agreement, dated December 13, 2023, by and among W&T Offshore, Inc., as buyer, and Cox Oil Offshore, L.L.C., Energy XXI GOM, LLC, EPL Oil & Gas, LLC, MLCJR LLC, Cox Operating L.L.C., Energy XXI Gulf Coast, LLC and M21K, LLC, as sellers (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K, filed December 15, 2023) | | | | | | | | 10.13 | | First Amendment to Purchase and Sale Agreement, dated as of January 12, 2024, by and among Cox Oil Offshore, L.L.C., a Louisiana limited liability company, Energy XXI GOM, LLC, a Delaware limited liability company, EPL Oil & Gas, LLC, a Delaware limited liability company, MLCJR LLC, a Texas limited liability company, Cox Operating L.L.C., a Louisiana limited liability company, Energy XXI Gulf Coast, LLC, a Delaware limited liability company, M21K, LLC, a Delaware limited liability company, and W&T Offshore, Inc., a Texas corporation (Incorporated by reference to Exhibit 10.8 of the Companys Quarterly Report on Form 10-Q, filed on May 10, 2024) | | | | | | | | 10.14+ | | W&T Offshore, Inc. 2023 Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K, filed June 20, 2023) | | | | | | | | 10.15+ | | W&T Offshore, Inc. Change in Control Severance Plan (Incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K, filed June 20, 2023) | | | | | | | | 10.16+ | | Form of Restricted Stock Unit Agreement (Service-based Vesting), pursuant to the W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q, filed August 8, 2022) | | | | | | | 100 [Table of Contents](#TOC) | 10.17+ | | Form of Restricted Stock Unit Agreement (Performance Vesting), pursuant to the W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan (Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q, filed August 8, 2022) | | | | | | | | 10.18+ | | Form ofRestricted Stock Unit Agreement (Service-based Vesting), pursuant to the W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan(Incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q, filed August 2, 2023) | | | | | | | | 10.19+ | | Form ofRestricted Stock Unit Agreement (Performance Vesting), pursuant to the W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan (Incorporated by reference to Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q, filed August 2, 2023) | | | | | | | | 10.20+ | | Form of Restricted Stock Unit Grant Notice (Performance Vesting), pursuant to the W&T Offshore, Inc. 2023 Incentive Compensation Plan (Incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q, filed November 8, 2023) | | | | | | | | 10.21+ | | Form of Restricted Stock Unit Grant Notice (Service-based Vesting), pursuant to the W&T Offshore, Inc. 2023 Incentive Compensation Plan (Incorporated by reference to Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q, filed November 8, 2023) | | | | | | | | 10.22+ | | Form of Non-Employee Director Restricted Stock Unit Grant Notice, pursuant to the W&T Offshore, Inc. 2023 Incentive Compensation Plan (Incorporated by reference to Exhibit 10.5 of the Companys Quarterly Report on Form 10-Q, filed November 8, 2023) | | | | | | | | 10.23+ | | Form of 2023 Executive Annual Incentive Award Agreement (Incorporated by reference to Exhibit 10.5 of the Companys Quarterly Report on Form 10-Q, filed August 2, 2023) | | | | | | | | 10.24 | | At-The-Market Equity Distribution Agreement, dated as of March 18, 2022 (Incorporated by reference to Exhibit 1.1 of the Companys Current Report on Form 8-K, filed March 18, 2022) | | | | | | | | 10.25 | | First Amendment to the At-The-Market Equity Distribution Agreement, dated as of August 28, 2025 (Incorporated by reference to Exhibit 1.1 of the Companys Current Report on Form 8-K, filed August 28, 2025) | | | | | | | | 10.26* | | Settlement and Release Agreement, dated as of January 7, 2025 | | | | | | | | 19.1 | | Insider Trading Policy (Incorporated by reference to Exhibit 19.1 of the Companys Annual Report on Form 10-K, filed March 4, 2025) | | | | | | | | 21.1* | | Subsidiaries of the Registrant | | | | | | | | 22.1* | | List of Issuers and Guarantor Subsidiaries | | | | | | | | 23.1* | | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | | | | | | | | 23.2* | | Consent of Ernst& Young LLP, Independent Registered Public Accounting Firm | | | | | | | | 23.3* | | Consent of Netherland, Sewell& Associates,Inc., Independent Petroleum Engineers and Geologists | | | | | | | | 31.1* | | Rule13a-14(a)/15d-14(a)Certification of Chief Executive Officer | | | | | | | | 31.2* | | Rule13a-14(a)/15d-14(a)Certification of Chief Financial Officer | | | | | | | 101 [Table of Contents](#TOC) | 32.1** | | Certification of Chief Executive Officer and Chief Financial Officer of W&T Offshore,Inc. pursuant to 18 U.S.C. 1350 | | | | | | | | 97.1 | | W&T Offshore, Inc. Clawback Policy, dated December 1, 2023 (Incorporated by reference to Exhibit 97.1 of the Companys Annual Report on Form 10-K, filed on March 6, 2024) | | | | | | | | 99.1** | | Report of Netherland, Sewell& Associates,Inc., Independent Petroleum Engineers and Geologists | | | | | | | | 101.INS* | | Inline XBRL Instance Document | | | | | | | | 101.SCH* | | Inline XBRL Schema Document | | | | | | | | 101.CAL* | | Inline XBRL Calculation Linkbase Document | | | | | | | | 101.DEF* | | Inline XBRL Definition Linkbase Document | | | | | | | | 101.LAB* | | Inline XBRL Label Linkbase Document | | | | | | | | 101.PRE* | | Inline XBRL Presentation Linkbase Document | | | | | | | | 104* | | Cover PageInteractive Data File (formatted as Inline XBLE and contained in Exhibit101) | | | + | Management Contract or Compensatory Plan or Arrangement. | | | * | Filed herewith. | | | ** | Furnished herewith. | | | | Certain schedules and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a supplemental copy to each some omitted schedule or similar attachment to the SEC upon request. | | ITEM 16. FORM 10-K SUMMARY None. 102 [Table of Contents](#TOC) SIGNATURES Pursuant to the requirements of Section13 or 15(d)of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March16, 2026. | | W&T OFFSHORE,INC. | | | | By: | | /S/ SAMEER PARASNIS | | | | | | Sameer Parasnis | | | | | | Executive Vice President and Chief Financial Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March16, 2026. | | | | | | /S/ TRACY W. KROHN | | Chairman, Chief Executive Officer, President and Director | | | Tracy W. Krohn | | (Principal Executive Officer) | | | | | | | | /S/ SAMEER PARASNIS | | Executive Vice President and Chief Financial Officer | | | Sameer Parasnis | | (Principal Financial Officer) | | | | | | | | /S/ BART P. HARTMAN III | | Vice President and Chief Accounting Officer | | | Bart P. Hartman III | | (Principal Accounting Officer) | | | | | | | | /S/ VIRGINIA BOULET | | Director | | | Virginia Boulet | | | | | | | | | /S/ JOHN D. BUCHANAN | | Director | | | John D. Buchanan | | | | | | | | | | /S/ DR. NANCY CHANG | | Director | | | Dr. Nancy Chang | | | | | | | | | /S/ DANIEL O. CONWILL IV | | Director | | | Daniel O. Conwill IV | | | | | | | | | /S/ B. FRANK STANLEY | | Director | | | B. Frank Stanley | | | | | | | | | DR. NANCY CHANG | | | | 103