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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2025
SANDRIDGE ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-33784 | 20-8084793 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 1 E. Sheridan Ave, Suite 500 Oklahoma City, Oklahoma |
73104 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, including Area Code: (405) 429-5500
Not Applicable.
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | SD | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On September 8, 2025, SandRidge Energy, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the opening of enrollment for shareholders interested in participating in its previously announced Dividend Reinvestment Plan (the “DRIP”), a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and which is incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01 is not an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation with respect to any securities.
The information contained 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 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events
As previously announced, the Company has authorized a DRIP to provide shareholders with a convenient and economical method of investing cash dividends in additional shares of the Company’s common stock. The DRIP is administered by Equiniti Trust Company, LLC (the “Plan Administrator”).
All registered holders of the Company’s common stock are eligible to participate in the DRIP, and participation is entirely voluntary. Shareholders may enroll in the DRIP at any time by completing an enrollment form online or by contacting the Plan Administrator at 800-278-4353 or equiniti.com/us/ast-access/individuals. Shareholders who do not enroll will continue to receive cash dividends, if and when declared by the Company. Under the DRIP, cash dividends declared on all shares of common stock beneficially owned by a participating shareholder will be automatically reinvested in additional shares of common stock. Participants are required to enroll all shares they own, as partial participation is not permitted under the DRIP.
The Plan Administrator may acquire shares for the DRIP either directly from the Company, including from authorized but unissued or treasury shares, in the open market, or through privately negotiated transactions, or any combination thereof, at the Company’s discretion. Unless otherwise directed by the Company, shares will be purchased directly from the Company. If shares are purchased from the Company, the purchase price will be the closing price of the Company’s common stock on the New York Stock Exchange (“NYSE”) on the dividend payment date. If shares are purchased in the open market, the price will be the volume weighted average price paid for all shares purchased for the DRIP on the relevant purchase date, excluding fees and commissions.
Participation in the DRIP may be terminated at any time by notifying the Plan Administrator. Upon termination, whole shares will be issued in book-entry form, and any remaining fractional share will be paid in cash. The Company reserves the right to prohibit or terminate participation by any shareholder whose participation would result in beneficial ownership exceeding 4.9% of the Company’s outstanding common stock, in accordance with the Company’s Tax Benefits Preservation Plan and Section 382 of the Internal Revenue Code.
The foregoing summary of the DRIP and the enrollment procedures for shareholders are qualified in their entirety by reference to the prospectus included in the registration statement Form S-3D, which was filed by the Company with the Securities and Exchange Commission on September 5, 2025 (the “Registration Statement”). Shareholders interested in participating in the DRIP are encouraged to review the Registration Statement carefully and the description of the DRIP included therein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release issued September 8, 2025. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SANDRIDGE ENERGY, INC. | |
| (Registrant) |
| Date: September 8, 2025 | By: | /s/ Jonathan Frates |
| Jonathan Frates | ||
| Executive Vice President and Chief Financial Officer |
2
Exhibit 99.1
NEWS RELEASE
SANDRIDGE ENERGY, INC. ANNOUNCES ENROLLMENT HAS OPENED FOR PREVIOUSLY ANNOUNCED DIVIDEND REINVESTMENT PLAN FOR STOCKHOLDERS
Oklahoma City, Oklahoma, September 8, 2025 / PRNewswire / -- SandRidge Energy, Inc. (the “Company” or “SandRidge”) (NYSE: SD) today announced that enrollment has opened for stockholders interested in participating in the Company’s previously announced Dividend Reinvestment Plan (“DRIP”), which provides stockholders with a convenient and cost-effective way to reinvest cash dividends into additional shares of common stock.
The DRIP, administered by Equiniti Trust Company, LLC, allows eligible stockholders to automatically reinvest dividends paid on their shares of SandRidge common stock. Participation in the DRIP is entirely voluntary, and stockholders may enroll at any time. Those who choose not to participate will continue to receive cash dividends, if and when declared by the Company.
Under the terms of the DRIP, dividends will be reinvested in additional shares of SandRidge common stock, which may be acquired directly from the Company, in the open market, or through privately negotiated transactions, at the Company’s discretion. Shares purchased directly from the Company will be issued at the closing price on the New York Stock Exchange on the dividend payment date. If shares are purchased in the open market, the price will be the volume weighted average price paid for all shares purchased for the DRIP on the relevant date, excluding fees and commissions.
Stockholders interested in participating in the DRIP or seeking additional information may contact Equiniti Trust Company, LLC, the Plan Administrator, at (800) 278-4353 or https://equiniti.com/us/ast-access/individuals.
About SandRidge Energy, Inc.
SandRidge Energy, Inc. (NYSE: SD) is an independent oil and gas company engaged in the production, development and acquisition of oil and gas properties. Its primary area of operations is the Mid-Continent region in Oklahoma, Texas, and Kansas. Further information can be found at www.sandridgeenergy.com.
Contact Information
Investor Relations
SandRidge Energy, Inc.
1 E. Sheridan Ave. Suite 500
Oklahoma City, OK 73104
investors@sandridgeenergy.com
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are neither historical facts nor assurances of future performance and reflect SandRidge’s current beliefs and expectations regarding future events and operating performance. The forward-looking statements include projections and estimates of the Company’s corporate strategies, anticipated financial impacts of acquisitions, future operations, development plans and appraisal programs, drilling inventory and locations, estimated oil, natural gas and natural gas liquids production, price realizations and differentials, hedging program, projected operating, general and administrative and other costs, projected capital expenditures, tax rates, efficiency and cost reduction initiative outcomes, liquidity and capital structure and the Company’s unaudited proved developed PV-10 reserve value of its Mid-Continent assets. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the Company’s ability to execute, integrate and realize the benefits of acquisitions, and the performance of the acquired interests, the volatility of oil and natural gas prices, our success in discovering, estimating, developing and replacing oil and natural gas reserves, actual decline curves and the actual effect of adding compression to natural gas wells, the availability and terms of capital, the ability of counterparties to transactions with us to meet their obligations, our timely execution of hedge transactions, credit conditions of global capital markets, changes in economic conditions, the amount and timing of future development costs, the availability and demand for alternative energy sources, regulatory changes, including those related to carbon dioxide and greenhouse gas emissions, and other factors, many of which are beyond our control. We refer you to the discussion of risk factors in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K and in comparable “Risk Factor” sections of our Quarterly Reports on Form 10-Q filed after such form 10-K. All of the forward-looking statements made in this press release are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on our Company or our business or operations. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, including annual guidance, except as required by law.