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(Exact name of registrant as specified in its charter)

(Address of principal executive offices, including zip code

Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

Shares of common stock outstanding as of July 31, 2025          77,601,401

The financial information and certain other information presented in this report have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column in certain tables in this report. In addition, certain percentages presented in this report reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers, or may not sum due to rounding.

“Berry Corp.” refers to Berry Corporation (bry), a Delaware corporation, which is the sole member of each of its Delaware limited liability company subsidiaries: (1) Berry Petroleum Company, LLC (“Berry LLC”), which owns Macpherson Energy, LLC and its subsidiaries (collectively, “Macpherson Energy”); (2) CJ Berry Well Services Management, LLC (“C&J Management”) and (3) C&J Well Services, LLC (“C&J,” and, together with C&J Management, “CJWS”). As the context may require, “Berry,” the “Company,” “we,” “our” or similar words in this report refer to Berry Corp., together with its and their subsidiaries, Berry LLC, C&J Management, and C&J.

We are a value-driven western United States independent upstream energy company with a focus on onshore, low geologic risk, low decline, long-lived oil and gas reserves. We operate in two business segments: (i) exploration and production (“E&P”) and (ii) well servicing and abandonment services. Our E&P assets are located in California and Utah, are characterized by high oil content and are predominantly located in rural areas with low population. Our California assets are in the San Joaquin Basin (100% oil), and our Utah assets are in the Uinta Basin (65% oil). We provide our well servicing and abandonment services to third party operators in California and our California E&P operations through CJWS.

The condensed consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We eliminated all significant intercompany transactions and balances upon consolidation. For oil and gas E&P joint ventures in which we have a direct working interest, we account for our proportionate share of assets, liabilities, revenue, expense and cash flows within the relevant lines of the financial statements.

We prepared this report pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information, which permit the omission of certain disclosures to the extent they have not changed materially since the latest annual financial statements. We believe our disclosures are adequate to make the disclosed information not misleading. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results for future periods. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2024.

In December 2023, the FASB issued rules to enhance the annual income tax disclosure to address investors’ request for more information regarding tax risks and opportunities present in an entity’s operations related to the effective tax rate reconciliation and income taxes paid. The guidance is effective for fiscal periods beginning after December 15, 2024, with early adoption permitted for annual financial statements. We expect that the adoption of these rules will only impact our disclosures and have no impact on our results of operations, cash flows and financial condition. This guidance will result in additional disclosures for the Company beginning with our 2025 annual reporting.

In November 2024, the FASB issued new disclosure requirements to enhance disclosure of certain costs and expenses. The rules are effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. We expect that the adoption of these rules will only impact our disclosures and have no impact on our results of operations, cash flows and financial condition. This guidance will result in additional disclosures for the Company beginning with our 2027 annual reporting and interim periods beginning in 2028.

Certain reclassifications have been made to prior period amounts to conform with current period presentation. These reclassifications had no effect on the previously reported net income (loss), net income (loss) per share, operating cash flows, or statement of financial position.

The following table summarizes our outstanding debt:

__________

(1)    Rates at June 30, 2025 and December 31, 2024 represent borrowing rates using the SOFR one-month option.

We incurred legal and bank fees related to the issuance of debt. At June 30, 2025 and December 31, 2024, debt issuance costs, net of amortization, for the 2024 Revolver (defined below) reported in “other noncurrent assets” on the balance sheet were approximately $3 million and $4 million, respectively. At June 30, 2025 and December 31, 2024, debt issuance costs, net of amortization, for the 2024 Term Loan (defined below) reported in “Long-Term Debt, net” on the balance sheet were approximately $18 million and $20 million, respectively.

For the three month periods ended June 30, 2025 and 2024, the amortization expense was approximately $2 million and $1 million, respectively. For the six month periods ended June 30, 2025 and 2024, the amortization expense was approximately $4 million and $1 million, respectively. The amortization of debt issuance costs is presented in “interest expense” on the condensed consolidated statements of operations.

Our debt is recorded at the carrying amount on the balance sheets. The carrying amount of the 2024 Revolver approximates fair value because the interest rates are variable and reflect market rates. The fair value of the 2024 Term Loan was approximately $428 million and $450 million at June 30, 2025 and December 31, 2024, respectively. The 2024 Revolver and 2024 Term Loan are Level 2 in the fair value hierarchy.

On November 6, 2024, the Company entered into a Senior Secured Term Loan Credit Agreement (the “Original Term Loan Agreement”) among Berry Corp., as borrower, certain subsidiaries of Berry Corp., as guarantors, Breakwall Credit Management LLC, as administrative agent, and the lenders from time to time party thereto. On December 24, 2024, the Company entered into the First Amendment to the Credit Agreement, (the “Term Loan Amendment”) among the Company, as borrower, certain of the Company’s direct and indirect subsidiaries, as guarantors, the lenders party thereto and Breakwall Credit Management LLC, as administrative agent, which amended the Original Term Loan Agreement (the Original Term Loan Agreement, as amended by the Term Loan Amendment, the “2024 Term Loan”).

The 2024 Term Loan provides for (i) an initial term loan facility in the aggregate principal amount of $450 million (the “Initial Term Loan”) and (ii) a delayed draw term loan facility with commitments in an aggregate principal amount of up to $32 million (the “Delayed Draw Term Loan”) which is available for borrowing until December 24, 2026, subject to satisfaction of certain customary conditions precedent, as further set forth in the 2024 Term Loan. We borrowed $450 million under the Initial Term Loan on December 24, 2024 to fund the redemption or repayment, as applicable, of $403 million of outstanding debt; to fund a portion of the costs and expenses associated with the execution of the 2024 Revolver, 2024 Term Loan, and the termination of our former revolving debt facilities; and for other general corporate purposes. The commitments under the Delayed Draw Term Loan will be reduced, on a dollar-for-dollar basis, by any increase in the commitments under the 2024 Revolver. We had not borrowed any amounts under the Delayed Draw Term Loan as of June 30, 2025.

The 2024 Term Loan has an initial maturity date of December 24, 2027, unless terminated earlier in accordance with the terms of the 2024 Term Loan, which may be extended by up to two one-year increments subject to payment of extension fees and satisfaction of certain other customary conditions. The loans under the 2024 Term Loan are available to us for general corporate purposes, including working capital.

Loans under the 2024 Term Loan bear interest at a rate per annum equal to, at our option, either (a) a customary base rate (subject to a floor of 4.00%) plus an applicable margin of 6.50% or (b) a term SOFR reference rate (subject to a floor of 3.00%) plus an applicable margin of 7.50%. Interest on base rate borrowings is payable quarterly in arrears and interest on term SOFR borrowings accrues in respect of interest periods of one, three or six months, at the election of the borrower, and is payable on the last day of such interest period (or, for interest periods of six months, three months after the commencement of such interest period and at the end of such interest period). If an Event of Default (as defined in the 2024 Term Loan) exists and is continuing, upon the election of the Majority Lenders (as defined in the 2024 Term Loan) under the 2024 Term Loan, or automatically without such election, in the case of a bankruptcy, insolvency, or payment Event of Default, all amounts outstanding under the 2024 Term Loan will bear interest at 2.00% per annum above the rate and margin otherwise applicable thereto (it being understood that such Majority Lenders may elect for the application of default interest to commence on any date that is on or after the occurrence of such Event of Default while such Event of Default is continuing). Quarterly debt service payments of an amount equal to the sum of 2.50% of the sum of (a) the face value of the Initial Term Loan and (b) the aggregate amount of delayed draws made from the Delayed Draw Term Loan, which quarterly debt service payments began in March 2025. We have the right to repay any amounts borrowed prior to the maturity date of the 2024 Term Loan (i) without any premium for any optional prepayment made on or prior to December 24, 2026 and (ii) thereafter, subject to a concurrent premium payment of 2.75% of the principal amount being repaid.

The 2024 Term Loan contains certain financial covenants, including (a) a minimum liquidity of $25 million as of the last day of any calendar month, (b) a total net leverage ratio that may not exceed 2.5 to 1.0 as of the last day of any fiscal quarter and (c) an asset coverage ratio that may not be less than 1.3 to 1.0 as of the last day of any fiscal quarter, in each case, as more fully described in the 2024 Term Loan. We were in compliance with all applicable financial covenants under the 2024 Term Loan as of June 30, 2025.

The 2024 Term Loan also contains other restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, pay dividends or prepay other debt, make investments and loans, enter into mergers and acquisitions, sell assets, incur additional indebtedness, incur additional liens, enter into certain hedging transactions, engage in transactions with affiliates and make certain capital expenditures. The 2024 Term Loan permits us to pay dividends and repurchase equity interests up to an annual cap, subject to, among other things, pro forma compliance with our financial covenants.

In addition, the 2024 Term Loan is subject to customary events of default, including a change in control (which change of control event of default is subject to a carve-out for no decline in the Company’s corporate credit rating). If an event of default occurs and is continuing, subject to customary cure rights, the administrative agent or the majority lenders may accelerate any amounts outstanding, terminate lender commitments and/or exercise other remedies against any collateral.

In addition, the 2024 Term Loan is guaranteed by the Company and all of its wholly owned material subsidiaries and is secured by a first lien security interest in substantially all assets of the Company and of its wholly owned material subsidiaries, subject to permitted liens. The 2024 Term Loan is also required to be guaranteed by, and secured with substantially all assets of, certain future wholly-owned material subsidiaries of the Company that we may form or acquire. The lenders under the 2024 Term Loan hold a mortgage lien on at least 90% of the present value of our proven oil and gas reserves.

As of June 30, 2025, we had approximately $428 million of borrowings outstanding under the 2024 Term Loan and $32 million of available commitments, but no borrowings outstanding, under the Delayed Draw Term Loan.

On December 24, 2024, the Company entered into a Senior Secured Revolving Credit Agreement (the “2024 Revolver”) among Berry Corp., certain subsidiaries of Berry Corp., as guarantors, the lenders from time to time party thereto and Texas Capital Bank, as administrative agent. The 2024 Revolver provides for a revolving credit facility of up to the least of (i) the maximum commitments of $500 million, (ii) the then-effective borrowing base, which was equal to $95 million as of June 30, 2025, and (iii) the aggregate elected commitment amount, which was equal to $63 million as of June 30, 2025. The aggregate commitments under the 2024 Revolver include a $30 million sublimit for the issuance of letters of credit (with borrowing availability being reduced by the face amount of any letters of credit issued under the subfacility). The borrowing base will be redetermined by the lenders at least semi-annually on or about May 1 and November 1 of each year, beginning May 2025. We may increase elected commitments under the 2024 Revolver to the amount of our borrowing base with applicable lender approval. Any such increase above the elected commitments in effect as of December 26, 2024 will result in a dollar-for-dollar reduction in commitments under the 2024 Term Loan.

The 2024 Revolver matures on December 24, 2027, unless terminated earlier in accordance with the terms of the 2024 Revolver. The loans under the 2024 Revolver are available to us for general corporate purposes, including working capital.

The outstanding borrowings under the 2024 Revolver bear interest at a rate per annum equal to, at our option, either (a) a customary base rate (subject to a floor of 1.00%) plus an applicable margin of 3.50% or (b) a term SOFR reference rate plus 0.10% (subject to a floor of 2.00%) plus an applicable margin of 4.50%. Interest on base rate borrowings is payable quarterly in arrears and interest on term SOFR borrowings accrues in respect of interest periods of one, three or six months, at the election of the borrower, and is payable on the last day of such interest period (or, for interest periods of six months, three months after the commencement of such interest period and at the end of such interest period). If an Event of Default (as defined in the 2024 Revolver) exists and is continuing, upon the election of the Majority Lenders (as defined in the 2024 Revolver) under the 2024 Revolver, or automatically without such election, in the case of a bankruptcy, insolvency, or payment default, all amounts outstanding under the 2024 Revolver will bear interest at 4.50% per annum above the rate and margin otherwise applicable thereto (it being understood that such Majority Lenders may elect for the application of default interest to commence on any date that is on or after the occurrence of such Event of Default while such Event of Default is continuing).

The 2024 Revolver contains certain financial covenants, including (a) minimum liquidity of $25 million as of the last day of any calendar month, (b) a total net leverage ratio that may not exceed 2.5 to 1.0 as of the last day of any fiscal quarter and (c) an asset coverage ratio that may not be less than 1.3 to 1.0 as of the last day of any fiscal quarter, in each case, as more fully described in the 2024 Revolver. We were in compliance with all applicable financial covenants under the 2024 Revolver as of June 30, 2025.

The amount we are able to borrow with respect to the borrowing base under the 2024 Revolver is subject to compliance with the financial covenants and other provisions of the 2024 Revolver, including that the Consolidated Cash Balance (as defined in the 2024 Revolver) does not exceed $35 million at the time of and after giving effect to such borrowing and the use of proceeds thereof. In addition, the 2024 Revolver provides that if there are any outstanding borrowings thereunder and the Consolidated Cash Balance exceeds $35 million at the end of the last business day of any calendar month, such excess amounts shall be used to prepay borrowings under the 2024 Revolver.

The 2024 Revolver contains other restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, pay dividends or prepay other debt, make investments and loans, enter into mergers and acquisitions, sell assets, incur additional indebtedness, incur additional liens, enter into certain hedging transactions, engage in transactions with affiliates and make certain capital expenditures. The 2024 Revolver permits us to pay dividends and repurchase equity interests up to an annual cap, subject to, among other things, pro forma compliance with our financial covenants.

In addition, the 2024 Revolver is subject to customary events of default, including a change in control (which change of control event of default is subject to a carve-out for no decline in the Company’s corporate credit rating). If an event of default occurs and is continuing, subject to customary cure rights, the administrative agent or the majority lenders may accelerate any amounts outstanding and terminate lender commitments and exercise remedies against any collateral.

The 2024 Revolver is guaranteed by the Company and all of its wholly owned material subsidiaries and is secured by a first lien security interest in substantially all assets of the Company and of its wholly owned material subsidiaries, subject to permitted liens. The 2024 Revolver is also required to be guaranteed by, and secured with substantially all assets of, certain future wholly-owned material subsidiaries of the Company that we may form or acquire. The lenders under the 2024 Revolver hold a mortgage lien on at least 90% of the present value of our proven oil and gas reserves.

As of June 30, 2025, we had no borrowings outstanding, $14 million of letters of credit outstanding, and approximately $49 million of available borrowing capacity under the 2024 Revolver.

We utilize derivatives, such as swaps, puts, calls and collars, to hedge a portion of our forecasted oil and gas production and gas purchases to reduce exposure to fluctuations in oil and natural gas prices, which addresses our market risk. In addition to satisfying the oil sales and gas purchase hedging requirements of the 2024 Term Loan and the 2024 Revolver, which specifies the volume and types of our hedges, we target covering a significant portion of our anticipated costs, with the oil sales hedges generally for a period of at least three years out and gas purchase hedges for a period of at least 18 months out. At times, we will hedge beyond these periods when strike prices appear to satisfy anticipated costs in those years. We have also entered into gas transportation contracts to help reduce the price fluctuation exposure of our gas purchases used in our steam operations; however these do not qualify as hedges. We also, from time to time, have entered into agreements to purchase a portion of the natural gas we require for our operations, which we do not record at fair value as derivatives because they qualify for normal purchases and normal sales exclusions. We had no such transactions in the periods presented.

The 2024 Revolver and 2024 Term Loan each requires us to maintain commodity hedges which are Existing Swaps (as defined in the 2024 Term Loan), or are otherwise in the form of fixed price swaps (at market prices) or costless collars, on minimum notional volumes of (i) at least 75% of our reasonably projected production of crude oil from our PDP reserves, for each month during the twenty-four calendar month period immediately following December 24, 2024, and (ii) at least 50% of our reasonably projected production of crude oil from our PDP reserves, for each month during the twenty-fifth through thirty-sixth calendar month period following December 24, 2024. The 2024 Revolver and 2024 Term Loan each also requires us to maintain commodity hedges in the form of fixed price swaps (at market prices), costless collars, certain other collars or put options meeting conditions described in the 2024 Revolver and 2024 Term Loan, or, with respect to the Existing Swaps, in the form of the Existing Swaps as of the effective date of the 2024 Term Loan, on minimum notional volumes, of (i) at least 75% of our reasonably projected production of crude oil from our PDP reserves, for each month during a rolling period of twenty-four calendar months commencing with the end of the then next upcoming month from the relevant minimum hedging test date, and (ii) at least 50% of our reasonably projected production of crude oil from our PDP reserves, for each month during a rolling period of twelve months commencing with the end of the twenty-fifth month from the relevant minimum hedging test date. In addition, the 2024 Revolver and 2024 Term Loan each requires us to maintain hedges in respect of purchases of natural gas for fuel in respect of 40,000 mmbtu of natural gas for fuel for each day (a) during the 18 calendar month period immediately following December 24, 2024 and (b) during the 18 calendar month period commencing with the end of the next upcoming month after the applicable minimum hedging test date.

In addition to the minimum hedging requirements and other restrictions in respect of hedging described therein, each of the 2024 Revolver and 2024 Term Loan contains restrictions on our commodity hedging which prevent us from entering into hedging agreements (i) with a tenor exceeding 60 months or (ii) for notional volumes which (when netted and aggregated with other hedges then in effect) exceed, as of the date such hedging agreement is executed, 90% of our reasonably projected production of crude oil, natural gas and natural gas liquids, calculated separately, from our PDP reserves, for each month following the date such hedging agreement is entered into, provided that each of the 2024 Revolver and 2024 Term Loan provides that the Company may enter into additional commodity hedges pertaining to oil and gas properties to be acquired, subject to the requirements set forth in the 2024 Revolver and 2024 Term Loan.

For fixed-price sales swaps, we are the seller, so we make settlement payments for prices above, and conversely collect settlement receipts for prices below, the indicated weighted-average price per bbl.

A Brent collar is used for the sale of crude production and is the combination of selling a call option and buying a put option. We would make settlement payments for prices above the weighted-average price of the call option and we would receive settlement payments for prices below the weighted-average price of the put option. No payment would be made or received for prices between the call and put’s weighted-average price per barrel, other than any applicable deferred premium.

For our purchased puts, we would receive settlement payments for prices below the weighted-average price per barrel, net of any deferred premium. No payment would be made or received for prices above the weighted-average price per barrel, other than any applicable deferred premium.

For fixed-price gas purchase swaps, we are the buyer, so we make settlement payments for prices below the weighted-average price per mmbtu and receive settlement payments for prices above the weighted-average price per mmbtu.

For some of our options we paid or received a premium at the time the positions were created and for others, the premium payment or receipt is deferred until the time of settlement. As of June 30, 2025, we have no net premium assets.

We use oil and gas production hedges to protect our sales against decreases in oil and gas prices. We use natural gas purchase hedges to protect our natural gas purchases against increases in prices. We do not enter into derivative contracts for speculative trading purposes and have not accounted for our derivatives as cash-flow or fair-value hedges. The changes in fair value of these instruments are recorded in current earnings. Gains (losses) on oil and gas sales hedges are classified in the revenues and other section of the statement of operations, while natural gas purchase hedges are included in expenses and other section of the statement of operations.

As of June 30, 2025, we had the following crude oil production and gas purchase hedges.

																											Q3 2025						Q4 2025						FY 2026						FY 2027						FY 2028
Brent - Crude Oil production
Swaps
Hedged volume (bbls)																											1,613,083						1,610,000						5,382,518						3,718,000						1,930,500
Hedged volume (mbbls) per day																											17.5						17.5						14.7						10.2						5.3
Weighted-average price ($/bbl)																											$	74.48					$	74.69					$	69.71					$	69.48					$	67.69
Collars
Hedged volume (bbls)																											—						—						90,000						364,000						106,000
Hedged volume (mbbls) per day																											—						—						0.2						1.0						0.3
Weighted-average ceiling ($/bbl)																											$	—					$	—					$	82.25					$	72.58					$	67.67
Weighted-average floor ($/bbl)																											$	—					$	—					$	60.00					$	62.50					$	60.00
NWPL - Natural Gas purchases(1)
Swaps
Hedged volume (mmbtu)																											3,680,000						3,680,000						14,600,000						12,160,000						—
Hedged volume (mmbtu) per day																											40.0						40.0						40.0						33.3						—
Weighted-average price ($/mmbtu)																											$	4.29					$	4.15					$	3.97					$	4.18					$	—

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(1)    The term “NWPL” is defined as Northwest Rocky Mountain Pipeline and represents the index used for these gas purchase hedges.

In addition to the table above, in July 2025, we added the following sold oil swaps (Brent) for each of the following years: approximately 500 bbl/d at $65.50 for 2027 and approximately 300 bbl/d at $65.83 for 2028.

Our commodity derivatives are measured at fair value using industry-standard models with various inputs including publicly available underlying commodity prices and forward curves, and all are classified as Level 2 in the required fair value hierarchy for the periods presented. These commodity derivatives are subject to counterparty netting. The following tables present the fair values (gross and net) of our outstanding derivatives as of June 30, 2025 and December 31, 2024:

By using derivative instruments to economically hedge exposure to changes in commodity prices, we expose ourselves to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk. We do not receive collateral from our counterparties.

We minimize the credit risk in derivative instruments by limiting our exposure to any single counterparty. In addition, our 2024 Term Loan and 2024 Revolver prevent us from entering into hedging arrangements that are secured, except with our lenders and their affiliates, or with a non-lender counterparty that does not have an A or A2 credit rating or better from Standard & Poor’s or Moody’s, respectively. In accordance with our standard practice, our commodity derivatives are subject to counterparty netting under agreements governing such derivatives which partially mitigates the counterparty nonperformance risk.

As of June 30, 2025, we have entered into contracts to purchase GHG compliance instruments totaling $11 million, of which $8 million was delivered and paid in July 2025. The remaining amount of $3 million will be delivered and paid in the fourth quarter of 2025.

As of June 30, 2025, the Company’s remaining total share repurchase authority approved by the Board of Directors was $190 million. The Board of Directors’ authorization permits the Company to make purchases of its common stock from time to time in the open market and in privately negotiated transactions or by other means, subject to market conditions and other factors, up to the aggregate amount authorized by the Board of Directors.

The Board of Directors’ authorization has no expiration date.

In March 2025, pursuant to the Company’s 2022 Omnibus Incentive Plan, the Company granted (i) approximately 1,386,000 restricted stock units (“RSUs”), which are scheduled to vest ratably on the first, second, and third anniversary of the grant date or, in the case of RSUs issued to the Company’s non-employee directors, in full on the first anniversary of the grant date, and (ii) a target number of approximately 414,000 performance-based restricted stock units (“PSUs”), which are scheduled to vest in full on the third anniversary of the grant date, and earned based on performance during the three-year performance period. The fair value of these RSU and PSU awards was approximately $7 million.

The RSUs awarded in March 2025 are solely time-based awards. The PSUs awarded in March 2025 are subject to both time and performance-based conditions, with performance based on the Company’s absolute total stockholder return (“TSR”), defined as the capital gains per share of stock plus cumulative dividends, over a three year performance period. Depending on the results achieved during the three-year performance period, the actual number of shares of common stock that a grant recipient earns at the end of the performance period may range from 0% to 200% of the target number of PSUs granted.

The fair value of the RSUs was determined using the grant date stock price. The grant date fair value of the PSUs was determined using a Monte Carlo simulation to estimate the TSR ranking of the Company for the value of the absolute TSR award. The historical volatility was determined at the date of grant for the Company. The dividend yield assumption was based on the then-current annualized declared dividend. The risk-free interest rate assumption was based on observed interest rates consistent with the three-year performance measurement period.

Other current assets reported on the condensed consolidated balance sheets included the following:

Other noncurrent assets at June 30, 2025 was approximately $10 million, which included $4 million of operating lease right-of-use assets, net of amortization, approximately $4 million of deferred financing costs, net of amortization and $2 million of collateral deposits. At December 31, 2024, other non-current assets was approximately $9 million, which included $5 million of operating lease right-of-use assets, net of amortization and $4 million of deferred financing costs, net of amortization.

Accounts payable and accrued expenses on the condensed consolidated balance sheets included the following:

The decrease of approximately $5 million in the long-term portion of the asset retirement obligations from $185 million at December 31, 2024 to $180 million at June 30, 2025 was due to $12 million of liabilities settled during the period, offset by $6 million of accretion expense and $1 million of liabilities incurred.

Other noncurrent liabilities at June 30, 2025 was approximately $28 million, which included approximately $25 million of greenhouse gas liability and $3 million of operating lease noncurrent liability. At December 31, 2024, other noncurrent liabilities was approximately $28 million and included approximately $24 million of greenhouse gas liability and $4 million of non-current operating lease liability.

Supplemental disclosures to the condensed consolidated statements of cash flows are presented below:

In April 2024, we purchased a 21% working interest in four, two-to-three mile lateral wellbores that have been drilled and completed and were placed into production in the second quarter of 2024. These are adjacent to our existing operations in Utah, and the results from these wells are used to evaluate opportunities on our own acreage. The total purchase price was approximately $10 million, subject to customary purchase price adjustments, which was reported as capital expenditures.

During the second quarter of 2024, we purchased additional working interests in our Round Mountain field for approximately $4 million.

In July 2024, we completed the sale of CJWS’ storage facility in Ventura, California for approximately $8 million.

We calculate basic earnings (loss) per share by dividing net income (loss) by the weighted-average number of common shares outstanding for each period presented. Common shares issuable upon the satisfaction of certain conditions pursuant to a contractual agreement, are considered common shares outstanding and are included in the computation of net income (loss) per share.

The RSUs and PSUs are not a participating security as the dividends are forfeitable. For the three months ended June 30, 2025, 101,000 incremental RSU and PSU shares were included in the diluted EPS calculation. For the six months ended June 30, 2025 and the three and six months ended June 30, 2024, no RSU or PSU shares were included in the diluted EPS calculation as their effect was anti-dilutive under the “if converted” method.

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(1)    We excluded approximately 0.1 million of combined RSUs and PSUs from the dilutive weighted-average common shares outstanding for the six months ended June 30, 2025, because their effect was anti-dilutive. We excluded approximately 0.2 million and 0.3 million of combined RSUs and PSUs from the dilutive weighted-average common shares outstanding for each of the three and six months ended June 30, 2024, respectively, because their effect was anti-dilutive.

We derive revenue from sales of oil, natural gas and natural gas liquids (“NGL”), with additional revenue generated from sales of electricity and commodity marketing activity. Revenue from CJWS is generated from well servicing and abandonment services business.

The following table provides disaggregated revenue for the three and six months ended June 30, 2025 and 2024:

			Three Months Ended June 30,												Six Months Ended June 30,
			2025						2024						2025						2024
			(in thousands)
Oil sales			$	122,883					$	166,466					$	266,873					$	329,218
Natural gas sales			1,897						1,440						4,717						4,159
Natural gas liquids sales			857						875						1,909						1,722
Service revenue(1)			22,824						31,155						46,488						62,838
Electricity sales			4,886						3,691						9,853						7,934
Marketing and other revenues			308						1,851						991						6,887
Revenues from contracts with customers			153,655						205,478						330,831						412,758
Gains (losses) on oil and gas sales derivatives			56,423						(5,844)						61,898						(77,044)
Total revenues and other			$	210,078					$	199,634					$	392,729					$	335,714

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(1)    The well servicing and abandonment services segment provides services to our E&P segment. Prior to the intercompany elimination, service revenue was approximately $31 million and $37 million and the intercompany elimination was $8 million and $6 million for the three months ended June 30, 2025 and 2024, respectively. Prior to the intercompany elimination, service revenue was approximately $61 million and $72 million and the intercompany elimination was $14 million and $9 million for the six months ended June 30, 2025 and 2024, respectively.

We evaluate the impairment of our proved and unproved oil and natural gas properties whenever events or changes in circumstance indicate that a property’s carrying value may not be recoverable. If the carrying amount of the proved properties exceeds the estimated undiscounted future cash flows, we record an impairment charge to reduce the carrying values of proved properties to their estimated fair value.

For our unproved oil and gas properties, if exploration and development work were to be unsuccessful, or management decided not to pursue development of these properties as a result of lower commodity prices, higher development and operating costs, contractual conditions, regulatory constraints or other factors, the capitalized costs of such properties would be expensed. The timing of any write-downs of unproved properties, if warranted, depends upon management’s plans, the nature, timing and extent of future exploration and development activities and their results.

In the first quarter of 2025, we identified an impairment indicator with respect to certain of our proved oil and gas properties as a result of changes in estimates of future reserve recoverability and the volatility in oil and gas prices. U.S. domestic policy shifts under the current administration have contributed to commodity price uncertainty. Recent executive actions aimed at expanding domestic drilling, rolling back environmental regulations, and renegotiating trade agreements have introduced mixed signals to the market. While these measures are intended to boost U.S. energy independence, they have also raised concerns about oversupply, regulatory instability, and global response. Futures forward curves for crude oil reflect this ongoing uncertainty, suggesting that price volatility may persist and affect our operations and financial outlook. Further, natural gas is a key cost of our oil production in California, and gas futures prices increased in the first quarter of 2025, impacting the expected margins. Additionally, lower than expected production data from the first quarter of 2025 resulted in negative revisions to our reserve estimates in one of our non-thermal diatomite California fields.

During the first quarter of 2025, as a result of operating evaluations, market volatility and price declines, we recorded a non-cash pre-tax asset impairment charge of $158 million ($113 million after-tax) on one of our non-thermal diatomite proved properties in California.

The fair value measurements used in this analysis were determined using inputs classified as Level 3 in the fair value hierarchy.

As of June 30, 2025, there was a decline in operating margins driven by commodity price decreases in one of our depletion units. We determined that no impairment existed as the estimated cash flows exceeded the carrying value. However, impairment charges may be required in the future if oil and natural gas prices remain low or decline further, unproved property values decrease, estimated proved reserve volumes are revised downward or the net capitalized cost of proved oil and natural gas properties otherwise exceeds the present value of estimated future net cash flows.

We operate in two business segments: (i) E&P and (ii) well servicing and abandonment services. The E&P segment is engaged in the exploration and production of onshore, low geologic risk, long-lived oil and gas reserves located in California and Utah. The well servicing and abandonment services segment is operated by CJWS and provides wellsite services in California to oil and natural gas production companies, with a focus on well servicing, well abandonment services and water logistics.

Net income (loss) before income taxes is the measure reported to the chief operating decision maker (CODM) for purposes of making decisions about allocating resources to and assessing performance of each segment. This measure allows our management to effectively evaluate our operating performance by segment and compare the results between periods.

The CODM is our Chief Executive Officer.

The well servicing and abandonment services segment provides services to our E&P segment, as such, we recorded an intercompany elimination in revenue and expense during consolidation for the three and six months ended June 30, 2025 and 2024, respectively.

The following table represents selected financial information for the periods presented regarding the Company’s business segments on a stand-alone basis and the consolidation and elimination entries necessary to arrive at the financial information for the Company on a consolidated basis.

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(1)    Other revenue generally consists of revenues related to electricity sales and marketing activities.