SandRidge Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On June 26, 2026, SandRidge Exploration and Production, LLC, a Delaware limited liability company (the “Purchaser”) and a wholly owned subsidiary of SandRidge Energy, Inc. (the “Company”), entered into a Purchase and Sale Agreement, dated June 26, 2026, by and among Rockies Resources Holdings LLC, a Delaware limited liability company, and Rockies Resources Agent Corp., a Delaware corporation, as agent for Rockies Resources Holdings LLC (each of the foregoing, a “Seller” and collectively, the “Sellers”) (the “Purchase Agreement”), providing for the Purchaser’s acquisition of the Sellers’ right, title and interest in certain oil and gas properties and related assets and contracts (the “Assets”).
Pursuant to the Purchase Agreement, the Assets will be acquired for $65,000,000 in cash consideration at closing, subject to customary purchase price adjustments, and three contingent earn-out payments of $2,000,000 each, based on exceeding the average daily spot price for West Texas Intermediate crude oil at certain price thresholds beginning July 1, 2026 and ending December 31, 2027. The Purchase Agreement contains representations, warranties and covenants that are customary of oil and gas purchase and sale agreements. The transaction is expected to be funded with cash on hand and is anticipated to close in the third quarter of 2026, subject to the satisfaction of customary closing conditions.
A copy of the Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated by reference herein. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to Exhibit 2.1.
Item 7.01 Regulation FD Disclosure.
On June 29, 2026, the Company issued a press release, attached hereto as Exhibit 99.1, announcing the entry into the Purchase Agreement (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information and exhibit set forth in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Purchase and Sale Agreement, dated June 26, 2026, by and among SandRidge Exploration and Production, LLC, Rockies Resources Holdings LLC and Rockies Resources Agent Corp.* | |
| 99.1 | Press Release, dated June 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any such omitted exhibit or schedule to the Securities and Exchange Commission upon request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SandRidge Energy, Inc. | ||
| Dated: June 29, 2026 | By: | /s/ Jonathan Frates |
| Name: | Jonathan Frates | |
| Title: | Executive Vice President and Chief Financial Officer | |
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