8-K
W&T OFFSHORE INC (WTI)
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 eventreported): March 9, 2026
W&T Offshore, Inc.
(Exact name of registrant as specified in its charter)
| 1-32414 | |
|---|---|
| (Commission<br> File Number) | |
| Texas | 72-1121985 |
| --- | --- |
| (State<br> or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
5718Westheimer Road**, Suite700**
Houston**,Texas**
77057
(Address of Principal Executive Offices)
(713)
626-8525
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, If Changed Since Last Report)
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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | TradingSymbol | Name ofeach exchange on which registered |
|---|---|---|
| Common Stock, par value $0.00001 | WTI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
W&T Offshore, Inc. (the “Company”) is furnishing certain preliminary estimated information regarding the financial and operational results for the year ended December 31, 2025 (the “Preliminary Estimated Financial Results”). The Preliminary Estimated Financial Results are furnished herewith as Exhibit 99.1.
Pursuant to General Instruction B.2 of Form 8-K, this information, including Exhibit 99.1, shall be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall be deemed incorporated by reference into the Company’s filings made under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1* | Preliminary<br> Estimated Financial Results (Year Ended December 31, 2025) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Pursuant to General Instruction B.2 of Form 8-K, this exhibit is intended to be deemed filed rather than furnished for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall be deemed incorporated by reference into the Company’s filings made under the Securities Act of 1933, as amended.
1
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.
| Date: March 9, 2026 | W&T OFFSHORE, INC. | |
|---|---|---|
| (Registrant) | ||
| By: | /s/ Sameer Parasnis | |
| Name: | Sameer Parasnis | |
| Title: | Executive Vice President and Chief Financial Officer |
2
Exhibit 99.1
Preliminary Estimated Financial Information
Year Ended December 31, 2025
HOUSTON, March 9, 2026 – W&T Offshore, Inc. (NYSE: WTI) (“W&T,” the “Company,” “we” or “us”) today announced preliminary estimated unaudited financial results for the fourth quarter and full year ended December 31, 2025. The Company is filing this exhibit to the Current Report on Form 8-K to provide preliminary estimated financial information for the year ended December 31, 2025. The Company’s financial statements for the year ended December 31, 2025 are not yet complete.
The preliminary estimated financial information included in this exhibit has been prepared by, and is the responsibility of, the Company’s management based on currently available information. The preliminary estimated financial information is subject to revision as the Company completes its financial statements and disclosure for the year ended December 31, 2025. In connection with the Company’s customary financial closing and audit process with the Company’s independent auditors, the Company may identify items that would require it to make adjustments to the preliminary estimated financial information for the year ended December 31, 2025. Accordingly, although we are currently unaware of any items that would require us to make adjustments to the information set forth below, the final results and other disclosures for the year ended December 31, 2025 may differ materially from this preliminary estimated financial information. This preliminary estimated financial information should not be viewed as a substitute for financial statements prepared in accordance with U.S. GAAP. No independent accountant, has audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary estimated financial information for the year ended December 31, 2025 and accordingly has not expressed an opinion or any other form of assurance with respect thereto. The Company expects to file its Annual Report on Form 10-K for the year ended December 31, 2025 no later than March 16, 2026. You should not place undue reliance on these preliminary estimates.
The preliminary estimated financial information includes non-GAAP financial measures, including Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow, Net Debt and PV-10, which are described and reconciled to the most comparable GAAP measures in the accompanying tables to this exhibit under “Non-GAAP Information.”
Summary Year End 2025 Financial Review
W&T expects to report a net loss for the full year 2025 of $150.1 million, or $(1.01) per diluted share, and Adjusted Net Loss of $55.1 million, or $(0.37) per diluted share. For the full year 2024, the Company reported a net loss of $87.1 million, or $(0.59) per diluted share, and Adjusted Net Loss of $61.7 million, or $(0.42) per diluted share. W&T is expected to have generated Adjusted EBITDA of $129.6 million for the full year 2025 compared to $153.6 million in 2024. Revenues are expected to total $501.5 million for 2025 compared with $525.3 million in 2024. Net cash provided by operating activities for the year ended December 31, 2025 is expected to be $77.2 million compared with $59.5 million for the same period in 2024. Free Cash Flow is expected to total $1.5 million in 2025 compared with $44.9 million in 2024.
Production for the full year 2025 is expected to average 34.0 million barrels of oil equivalent per day (“MBoe/d”), or 12.4 million barrels of oil equivalent (“MMBoe”), comprised of 5.1 MMBbl of oil, 1.1 MMBbl of NGLs and 36.9 Bcf of natural gas. Full year 2024 production averaged 33.3 MBoe/d or 12.2 MMBoe in total and was comprised of 5.3 MMBbl of oil, 1.2 MMBbl of NGLs and 34.3 Bcf of natural gas.
For the full year 2025, W&T’s average realized sales price per barrel of crude oil is expected to be $64.09, $17.88 per barrel of NGLs and $3.90 per Mcf of natural gas compared to 2024 average realized sales prices of $75.28 per barrel of oil, $23.08 per barrel of NGL, and $2.65 per Mcf of natural gas.
As of December 31, 2025, W&T expects to report available liquidity of $184.5 million comprised of $140.6 million in unrestricted cash and cash equivalents and $43.9 million of borrowing availability under W&T’s revolving credit facility, based on a borrowing base of $50.0 million and $6.1 million of letters of credit outstanding. As of December 31, 2025, the Company expects to report total debt of $350.8 million and Net Debt of $210.3 million, which would be a decrease of $73.9 million from Net Debt of $284.2 million at December 31, 2024. As of December 31, 2025, Net Debt to trailing twelve months Adjusted EBITDA is expected to be 1.6x.
The Company also has up to approximately $83.0 million of availability through our “at-the-market” equity offering program, pursuant to which it may offer and sell shares of our common stock from time to time.
1
Year-End 2025 Proved Reserves
The Company’s year-end 2025 SEC proved reserves are expected to be 121.0 MMBoe, compared with 127.0 MMBoe at year-end 2024. In 2025, W&T estimates it recorded positive price revisions of 13.3 MMBoe, which were offset by an estimated 6.8 MMBoe of negative performance revisions. Notably, PV-10 for PDP reserves are estimated to have increased by $279.4 million from $549.8 million at year-end 2024 to approximately $829.2 million at year-end 2025.
The SEC twelve-month first day of the month average spot prices used in the preparation of the report for year-end 2025 were $66.01 per barrel of oil and $3.387 per MMBtu of natural gas. Comparable prices used for the prior year report were $76.32 per barrel of oil and $2.13 per MMBtu of natural gas. The standardized measure of discounted future net cash flows at year-end 2025 is expected to have decreased 12% to $651.3 million from $740.1 million at year-end 2024. The PV-10 of W&T’s proved reserves at year-end 2025 is expected to have decreased 9% to $1.1 billion from $1.2 billion at year-end 2024.
Approximately 42% of year-end 2025 proved reserves are expected to be liquids (32% oil and 10% NGLs) and 58% natural gas. We expect to report that the reserves were classified as 71% proved developed producing, 24% proved developed non-producing, and 5% proved undeveloped. W&T’s reserve life ratio at year-end 2025, based on year-end 2025 proved reserves and 2025 production, is expected to be 9.8 years.
| Oil | NGLs | Natural Gas | PV-101 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (MMBbls) | (MMBbls) | (Bcf) | MMBoe | (MM) | |||||||||
| 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**^2^** | 38.7 | 11.7 | 423.3 | 121.0 |
All values are in US Dollars.
| ^(1)^ | PV-10 for this presentation excludes any provisions for asset retirement obligations or income taxes. |
|---|---|
| ^(2)^ | Estimated. |
| --- | --- |
U.S. Department of Interior Proposed Changesto Supplemental Financial Assurance Rule
On March 5, 2026, the U.S. Department of Interior announced a Notice of Proposed Rulemaking and Request for Comment (the “Notice”) to develop a new rule to replace a Bureau of Ocean Energy Management (the “BOEM”) rule released in 2024 that forced companies to set aside about $6.9 billion in supplemental financial assurance. According to the BOEM, this rulemaking aims to modify provisions from the 2024 rule that may hinder the development of domestic energy resources, while simultaneously protecting the American taxpayer. The Notice is expected to be published in the Federal Register soon with a 60-day public comment period.
Cash Dividend
The Company paid its fourth quarter 2025 dividend of $0.01 per share on November 26, 2025, to stockholders of record on November 19, 2025.
On March 5, 2026, the Board of Directors declared a first quarter 2026 dividend of $0.01 per share which is to be paid on March 26, 2026, to stockholders of record on March 19, 2026.
Hedging
The following table summarizes the expected results of the Company’s hedging activities for the year ended December 31, 2025:
| Oil (/Bbl): | |
|---|---|
| Average realized sales price, before the effects of derivative settlements | 64.09 |
| Effects of realized commodity derivatives | 0.14 |
| Average realized sales price, including realized commodity derivatives | 64.23 |
All values are in US Dollars.
2
| Natural Gas (/Mcf) | |
|---|---|
| Average realized sales price, before the effects of derivative settlements | 3.90 |
| Effects of realized commodity derivatives | 0.42 |
| Average realized sales price, including realized commodity derivatives | 4.32 |
All values are in US Dollars.
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<br>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<br>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.
3
W&T OFFSHORE, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| **** | Three Months Ended | **** | **** | **** | **** | **** | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | December 31, | **** | September 30, | **** | December 31, | **** | Year Ended December 31, | **** | |||||||
| 2025^(1)^ | **** | 2025 | **** | 2024 | **** | 2025^(1)^ | **** | 2024 | **** | ||||||
| Revenues: | |||||||||||||||
| Oil | $ | 75,984 | $ | 84,131 | $ | 86,778 | $ | 327,845 | $ | 395,620 | |||||
| NGLs | 6,884 | 4,000 | 6,713 | 20,371 | 27,978 | ||||||||||
| Natural gas | 36,637 | 37,400 | 24,203 | 143,948 | 90,877 | ||||||||||
| Other | 2,208 | 1,984 | 2,651 | 9,298 | 10,786 | ||||||||||
| Total revenues | 121,713 | 127,515 | 120,345 | 501,462 | 525,261 | ||||||||||
| Operating expenses: | |||||||||||||||
| Lease operating expenses | 74,630 | 76,215 | 64,259 | 298,781 | 281,488 | ||||||||||
| Gathering, transportation and production taxes | 8,767 | 5,818 | 5,912 | 25,743 | 28,177 | ||||||||||
| Depreciation, depletion, and amortization | 28,488 | 28,580 | 38,208 | 116,405 | 143,025 | ||||||||||
| Asset retirement obligations accretion | 8,306 | 8,002 | 8,157 | 33,381 | 32,374 | ||||||||||
| General and administrative expenses | 20,618 | 21,510 | 20,799 | 79,955 | 82,391 | ||||||||||
| Total operating expenses | 140,809 | 140,125 | 137,335 | 554,265 | 567,455 | ||||||||||
| Operating loss | (19,096 | ) | (12,610 | ) | (16,990 | ) | (52,803 | ) | (42,194 | ) | |||||
| Interest expense, net | 9,000 | 8,998 | 10,226 | 36,495 | 40,454 | ||||||||||
| Loss on extinguishment of debt | — | — | — | 15,015 | — | ||||||||||
| Derivative (gain) loss, net | (195 | ) | (4,108 | ) | 2,113 | (13,593 | ) | (3,589 | ) | ||||||
| Other (income) expense, net | (2,707 | ) | (2,017 | ) | (4,118 | ) | 8,415 | 18,071 | |||||||
| Loss before income taxes | (25,194 | ) | (15,483 | ) | (25,211 | ) | (99,135 | ) | (97,130 | ) | |||||
| Income tax expense (benefit) | 1,933 | 55,991 | (1,849 | ) | 50,927 | (9,985 | ) | ||||||||
| Net loss | $ | (27,127 | ) | $ | (71,474 | ) | $ | (23,362 | ) | $ | (150,062 | ) | $ | (87,145 | ) |
| Net loss per common share (basic and diluted) | $ | (0.18 | ) | $ | (0.48 | ) | $ | (0.16 | ) | $ | (1.01 | ) | $ | (0.59 | ) |
| Weighted average common shares outstanding (basic and diluted) | 148,777 | 148,589 | 147,365 | 148,207 | 147,133 | ||||||||||
| ^(1)^ | Estimated. | ||||||||||||||
| --- | --- |
4
W&T OFFSHORE, INC.
Condensed Operating Data
(Unaudited)
| **** | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30, | December 31, | Year Ended December 31, | |||||||
| 2025 | 2024 | 2025^(2)^ | 2024 | ||||||
| Net sales volumes: | |||||||||
| Oil (MBbls) | 1,324 | 1,302 | 1,263 | 5,115 | 5,255 | ||||
| NGLs (MBbls) | 414 | 280 | 273 | 1,139 | 1,212 | ||||
| Natural gas (MMcf) | 9,562 | 10,159 | 8,505 | 36,890 | 34,296 | ||||
| Total oil and natural gas (MBoe) (1) | 3,331 | 3,275 | 2,953 | 12,402 | 12,183 | ||||
| Average daily equivalent sales (MBoe/d) | 36.2 | 35.6 | 32.1 | 34.0 | 33.3 | ||||
| Average realized sales prices (before the impact of derivative settlements): | |||||||||
| Oil (/Bbl) | 57.39 | $ | 64.62 | $ | 68.71 | $ | 64.09 | $ | 75.28 |
| NGLs (/Bbl) | 16.62 | 14.29 | 24.59 | 17.88 | 23.08 | ||||
| Natural gas (/Mcf) | 3.83 | 3.68 | 2.85 | 3.90 | 2.65 | ||||
| Barrel of oil equivalent (/Boe) | 35.88 | 38.33 | 39.86 | 39.68 | 42.23 | ||||
| Average operating expenses per Boe (/Boe): | |||||||||
| Lease operating expenses | 22.40 | $ | 23.27 | $ | 21.76 | $ | 24.09 | $ | 23.10 |
| Gathering, transportation and production taxes | 2.63 | 1.78 | 2.00 | 2.08 | 2.31 | ||||
| Depreciation, depletion, and amortization | 8.55 | 8.73 | 12.94 | 9.39 | 11.74 | ||||
| Asset retirement obligations accretion | 2.49 | 2.44 | 2.76 | 2.69 | 2.66 | ||||
| General and administrative expenses | 6.19 | 6.57 | 7.04 | 6.45 | 6.76 |
All values are in US Dollars.
| ^(1)^ | MBoe is determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or NGLs (totals may not compute due<br>to rounding). The conversion ratio does not assume price equivalency and the price on an equivalent basis for oil, NGLs and natural gas<br>may differ significantly. The realized prices presented above are volume-weighted for production in the respective period. |
|---|---|
| ^(2)^ | Estimated. |
| --- | --- |
5
W&T OFFSHORE, INC.
Consolidated Balance Sheets
(In thousands)
(Unaudited)
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| **** | 2025^(1)^ | **** | 2024 | **** | ||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 140,558 | $ | 109,003 | ||
| Restricted cash | 62 | 1,552 | ||||
| Receivables: | ||||||
| Oil 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 | — | — | ||||
| Common stock | 2 | 2 | ||||
| Additional paid-in capital | 604,732 | 595,407 | ||||
| Retained deficit | (780,319 | ) | (623,819 | ) | ||
| Treasury stock | (24,167 | ) | (24,167 | ) | ||
| Total shareholders’ deficit | (199,752 | ) | (52,577 | ) | ||
| Total liabilities and shareholders’ deficit | $ | 955,807 | $ | 1,098,930 | ||
| ^(1)^ | Estimated. | |||||
| --- | --- |
6
W&T OFFSHORE, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | Year Ended December 31, | ||||||||||||
| **** | 2025^(1)^ | **** | 2025 | **** | 2024 | **** | 2025^(1)^ | **** | 2024 | **** | |||||
| Operating activities: | |||||||||||||||
| Net loss | $ | (27,127 | ) | $ | (71,474 | ) | $ | (23,362 | ) | $ | (150,062 | ) | $ | (87,145 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||
| Depreciation, depletion, amortization and accretion | 36,794 | 36,582 | 46,365 | 149,786 | 175,399 | ||||||||||
| Share-based compensation | 3,729 | 3,536 | 3,818 | 12,226 | 10,192 | ||||||||||
| Amortization of debt issuance costs | 766 | 766 | 1,117 | 3,371 | 4,562 | ||||||||||
| Loss on extinguishment of debt | — | — | — | 15,015 | — | ||||||||||
| Derivative gain, net | (195 | ) | (4,108 | ) | 2,113 | (13,593 | ) | (3,589 | ) | ||||||
| Derivative cash receipts, net | 392 | 11,254 | (1,638 | ) | 14,561 | 4,527 | |||||||||
| Deferred income expense (benefit) | 1,866 | 56,637 | (1,941 | ) | 50,674 | (10,077 | ) | ||||||||
| Changes in operating assets and liabilities: | |||||||||||||||
| Accounts receivable | 1,293 | 3,895 | (17,064 | ) | 5,294 | (19,621 | ) | ||||||||
| Prepaid expenses and other current assets | 2,737 | (111 | ) | 1,792 | 3,411 | (1,450 | ) | ||||||||
| Accounts payable, accrued liabilities and other | 17,577 | (1,545 | ) | 3,831 | 23,325 | 26,433 | |||||||||
| Asset retirement obligation settlements | (11,892 | ) | (8,895 | ) | (19,348 | ) | (36,765 | ) | (39,692 | ) | |||||
| Net cash provided by (used in) operating activities | 25,940 | 26,537 | (4,317 | ) | 77,243 | 59,539 | |||||||||
| Investing activities: | |||||||||||||||
| Investment in oil and natural gas properties and equipment | (9,769 | ) | (21,794 | ) | (14,124 | ) | (48,650 | ) | (37,357 | ) | |||||
| Acquisition of property interests | — | — | — | (711 | ) | (80,635 | ) | ||||||||
| Proceeds from sale of oil and natural gas properties | — | — | — | 11,916 | — | ||||||||||
| Insurance proceeds | — | — | — | 58,500 | — | ||||||||||
| Purchases of furniture, fixtures and other | — | (7 | ) | (19 | ) | (121 | ) | (185 | ) | ||||||
| Distribution from unconsolidated affiliate | — | 927 | — | 927 | — | ||||||||||
| Net cash (used in) provided by investing activities | (9,769 | ) | (20,874 | ) | (14,143 | ) | 21,861 | (118,177 | ) | ||||||
| Financing activities: | |||||||||||||||
| Proceeds from issuance of long-term debt | — | — | — | 350,000 | — | ||||||||||
| Repayments of long-term debt | (275 | ) | (275 | ) | (275 | ) | (385,089 | ) | (1,100 | ) | |||||
| Purchase of government securities in connection with legal defeasance of 11.75% Senior Second Lien Notes | — | 541 | — | (5,348 | ) | — | |||||||||
| Premium payments and debt extinguishment costs | — | — | — | (10,230 | ) | — | |||||||||
| Debt issuance costs | (121 | ) | — | (183 | ) | (11,599 | ) | (762 | ) | ||||||
| Payment of dividends | (1,499 | ) | (1,515 | ) | (1,475 | ) | (6,006 | ) | (5,902 | ) | |||||
| Other | (3 | ) | (342 | ) | (13 | ) | (767 | ) | (798 | ) | |||||
| Net cash used in financing activities | (1,898 | ) | (1,591 | ) | (1,946 | ) | (69,039 | ) | (8,562 | ) | |||||
| Change in cash, cash equivalents and restricted cash | 14,273 | 4,072 | (20,406 | ) | 30,065 | (67,200 | ) | ||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 126,347 | 122,275 | 130,961 | 110,555 | 177,755 | ||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 140,620 | $ | 126,347 | $ | 110,555 | $ | 140,620 | $ | 110,555 | |||||
| ^(1)^ | Estimated. | ||||||||||||||
| --- | --- |
7
W&T OFFSHORE, INC. AND SUBSIDIARIES
Non-GAAP Information
Certain financial information included in W&T’s financial results are not measures of financial performance recognized by accounting principles generally accepted in the United States, or GAAP. These non-GAAP financial measures are “Net Debt,” “Adjusted Net Loss,” “Adjusted EBITDA,” “Free Cash Flow” and “PV-10” or are derivable from a combination of these measures. Management uses these non-GAAP financial measures in its analysis of performance. These disclosures may not be viewed as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies. Prior period amounts have been conformed to the methodology and presentation of the current period.
The Company calculates Net Debt as total debt (current and long-term portions), less cash and cash equivalents. Management uses Net Debt to evaluate the Company’s financial position, including its ability to service its debt obligations.
Reconciliation of Net Loss to Adjusted Net Loss
Adjusted Net Loss adjusts for certain items that the Company believes affect comparability of operating results, including items that are generally non-recurring in nature or whose timing and/or amount cannot be reasonably estimated. These items include loss on extinguishment of debt, unrealized commodity derivative (gain) loss, net, allowance for credit losses, non-recurring legal and IT-related costs, non-ARO P&A costs, and other which are then tax effected using the Federal Statutory Rate. Company management believes that this presentation is relevant and useful because it helps investors to understand the net loss of the Company without the effects of certain non-recurring or unusual expenses and certain income or loss that is not realized by the Company.
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | Year Ended December 31, | ||||||||||||
| **** | 2025^(2)^ | **** | 2025 | **** | 2024 | **** | 2025^(2)^ | **** | 2024 | **** | |||||
| (in thousands) | |||||||||||||||
| (Unaudited) | |||||||||||||||
| Net loss | $ | (27,127 | ) | $ | (71,474 | ) | $ | (23,362 | ) | $ | (150,062 | ) | $ | (87,145 | ) |
| Selected items: | |||||||||||||||
| Loss on extinguishment of debt | — | — | — | 15,015 | — | ||||||||||
| Unrealized commodity derivative loss (gain), net | 516 | 5,583 | (497 | ) | 2,663 | (710 | ) | ||||||||
| Allowance for credit losses | 70 | 156 | 118 | 578 | 558 | ||||||||||
| Non-recurring legal and IT-related costs | 613 | (52 | ) | 860 | 1,137 | 5,798 | |||||||||
| Non-ARO P&A costs | 3,927 | — | (2,763 | ) | 17,586 | 20,925 | |||||||||
| Other | (6,406 | ) | (272 | ) | (1,302 | ) | (6,796 | ) | (1,845 | ) | |||||
| Total selected items before tax | (1,280 | ) | 5,415 | (3,584 | ) | 30,183 | 24,726 | ||||||||
| Tax effect of selected items ^(1)^ | 269 | (1,137 | ) | 753 | (6,338 | ) | (5,192 | ) | |||||||
| Total selected items, net of tax | (1,011 | ) | 4,278 | (2,831 | ) | 23,845 | 19,534 | ||||||||
| Impact of valuation adjustments | 7,678 | 59,930 | 161 | 71,166 | 5,953 | ||||||||||
| Adjusted net loss | $ | (20,460 | ) | $ | (7,266 | ) | $ | (26,032 | ) | $ | (55,051 | ) | $ | (61,658 | ) |
| Adjusted net loss per common share (basic and diluted) | $ | (0.14 | ) | $ | (0.05 | ) | $ | (0.18 | ) | $ | (0.37 | ) | $ | (0.42 | ) |
| Weighted average shares outstanding (basic and diluted) | 148,777 | 148,589 | 147,365 | 148,207 | 147,133 | ||||||||||
| ^(1)^ | Selected items were tax effected with the Federal Statutory<br>Rate of 21% for each respective period. | ||||||||||||||
| --- | --- | ||||||||||||||
| ^(2)^ | Estimated. | ||||||||||||||
| --- | --- |
8
W&T OFFSHORE, INC. AND SUBSIDIARIES
Non-GAAP Information
Adjusted EBITDA/ Free Cash Flow Reconciliations
The Company also presents non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow. The Company defines Adjusted EBITDA as net loss plus net interest expense, loss on extinguishment of debt, income tax expense (benefit), depreciation, depletion and amortization, ARO accretion, excluding the unrealized commodity derivative (gain) loss, allowance for credit losses, non-cash incentive compensation, non-recurring legal and IT-related costs, non-ARO P&A costs, and other. Company management believes this presentation is relevant and useful because it helps investors understand W&T’s operating performance and makes it easier to compare its results with those of other companies that have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for net (loss) income, as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. Adjusted EBITDA, as W&T calculates it, may not be comparable to Adjusted EBITDA measures reported by other companies. In addition, Adjusted EBITDA does not represent funds available for discretionary use.
The Company defines Free Cash Flow as Adjusted EBITDA (defined above), less capital expenditures, ARO settlements and net interest expense (all on an accrual basis). For this purpose, the Company’s definition of capital expenditures includes costs incurred related to oil and natural gas properties (such as drilling and infrastructure costs and the lease maintenance costs) and equipment but excludes acquisition costs of oil and gas properties from third parties that are not included in the Company’s capital expenditures guidance provided to investors. Company management believes that Free Cash Flow is an important financial performance measure for use in evaluating the performance and efficiency of its current operating activities after the impact of accrued capital expenditures, P&A costs and net interest expense and without being impacted by items such as changes associated with working capital, which can vary substantially from one period to another. There is no commonly accepted definition of Free Cash Flow within the industry. Accordingly, Free Cash Flow, as defined and calculated by the Company, may not be comparable to Free Cash Flow or other similarly named non-GAAP measures reported by other companies. While the Company includes net interest expense in the calculation of Free Cash Flow, other mandatory debt service requirements of future payments of principal at maturity (if such debt is not refinanced) are excluded from the calculation of Free Cash Flow. These and other non-discretionary expenditures that are not deducted from Free Cash Flow would reduce cash available for other uses.
The following table presents a reconciliation of the Company’s net loss, a GAAP measure, to Adjusted EBITDA and Free Cash Flow, as such terms are defined by the Company:
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | Year Ended December 31, | ||||||||||||
| **** | 2025^(1)^ | **** | 2025 | **** | 2024 | **** | 2025^(1)^ | **** | 2024 | **** | |||||
| (in thousands) | |||||||||||||||
| (Unaudited) | |||||||||||||||
| Net loss | $ | (27,127 | ) | $ | (71,474 | ) | $ | (23,362 | ) | $ | (150,062 | ) | $ | (87,145 | ) |
| Interest expense, net | 9,000 | 8,998 | 10,226 | 36,495 | 40,454 | ||||||||||
| Loss on extinguishment of debt | — | — | — | 15,015 | — | ||||||||||
| Income tax expense (benefit) | 1,933 | 55,991 | (1,849 | ) | 50,927 | (9,985 | ) | ||||||||
| Depreciation, depletion and amortization | 28,488 | 28,580 | 38,208 | 116,405 | 143,025 | ||||||||||
| Asset retirement obligations accretion | 8,306 | 8,002 | 8,157 | 33,381 | 32,374 | ||||||||||
| Unrealized commodity derivative (gain) loss, net | 516 | 5,583 | (497 | ) | 2,663 | (710 | ) | ||||||||
| Allowance for credit losses | 70 | 156 | 118 | 578 | 558 | ||||||||||
| Non-cash incentive compensation | 3,729 | 3,536 | 3,818 | 12,226 | 10,192 | ||||||||||
| Non-recurring legal and IT-related costs | 613 | (52 | ) | 860 | 1,137 | 5,798 | |||||||||
| Non-ARO P&A costs | 3,927 | — | (2,763 | ) | 17,586 | 20,925 | |||||||||
| Other | (6,406 | ) | (272 | ) | (1,302 | ) | (6,796 | ) | (1,845 | ) | |||||
| Adjusted EBITDA | $ | 23,049 | $ | 39,048 | $ | 31,614 | $ | 129,555 | $ | 153,641 | |||||
| Capital expenditures, accrual basis ^(1)^ | $ | (13,318 | ) | $ | (22,542 | ) | $ | (12,228 | ) | $ | (54,777 | ) | $ | (28,626 | ) |
| Asset retirement obligation settlements | (11,892 | ) | (8,895 | ) | (19,348 | ) | (36,765 | ) | (39,692 | ) | |||||
| Interest expense, net | (9,000 | ) | (8,998 | ) | (10,226 | ) | (36,495 | ) | (40,454 | ) | |||||
| Free Cash Flow | $ | (11,161 | ) | $ | (1,387 | ) | $ | (10,188 | ) | $ | 1,518 | $ | 44,869 | ||
| (1) A reconciliation of the adjustment used to calculate Free Cash Flow to the Condensed Consolidated Financial Statements is included below: | |||||||||||||||
| Capital expenditures, accrual basis reconciliation | |||||||||||||||
| Investment in oil and natural gas properties and equipment | $ | (9,769 | ) | $ | (21,794 | ) | $ | (14,124 | ) | $ | (48,650 | ) | $ | (37,357 | ) |
| Less: acquisition related expenditures included in investment in oil and natural gas properties and equipment | — | — | — | — | (4,929 | ) | |||||||||
| Less: change in accrual for capital expenditures | 3,549 | 748 | (1,896 | ) | 6,127 | (3,802 | ) | ||||||||
| Capital expenditures, accrual basis | $ | (13,318 | ) | $ | (22,542 | ) | $ | (12,228 | ) | $ | (54,777 | ) | $ | (28,626 | ) |
| ^(1)^ | Estimated. | ||||||||||||||
| --- | --- |
9
The following table presents a reconciliation of cash flow from operating activities, a GAAP measure, to Free Cash Flow, as defined by the Company:
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | Year Ended December 31, | ||||||||||||
| **** | 2025^(1)^ | **** | 2025 | **** | 2024 | **** | 2025^(1)^ | **** | 2024 | **** | |||||
| (in thousands) | |||||||||||||||
| (Unaudited) | |||||||||||||||
| Net cash provided by (used in) operating activities | $ | 25,940 | $ | 26,537 | $ | (4,317 | ) | $ | 77,243 | $ | 59,539 | ||||
| Allowance for credit losses | 70 | 156 | 118 | 578 | 558 | ||||||||||
| Amortization of debt issuance costs | (766 | ) | (766 | ) | (1,117 | ) | (3,371 | ) | (4,562 | ) | |||||
| Non-recurring legal and IT-related costs | 613 | (52 | ) | 860 | 1,137 | 5,798 | |||||||||
| Current tax (benefit) expense ^(1)^ | 67 | (646 | ) | 92 | 253 | 92 | |||||||||
| Change in derivatives receivable (payable) ^(1)^ | 318 | (1,563 | ) | (972 | ) | 1,695 | (1,648 | ) | |||||||
| Non-ARO P&A costs | 3,927 | — | (2,763 | ) | 17,586 | 20,925 | |||||||||
| Changes in operating assets and liabilities, excluding asset retirement obligation settlements | (21,606 | ) | (2,239 | ) | 11,441 | (32,030 | ) | (5,362 | ) | ||||||
| Capital expenditures, accrual basis | (13,318 | ) | (22,542 | ) | (12,228 | ) | (54,777 | ) | (28,626 | ) | |||||
| Other | (6,406 | ) | (272 | ) | (1,302 | ) | (6,796 | ) | (1,845 | ) | |||||
| Free Cash Flow | $ | (11,161 | ) | $ | (1,387 | ) | $ | (10,188 | ) | $ | 1,518 | $ | 44,869 | ||
| (1) A reconciliation of the adjustment used to calculate Free Cash Flow to the Condensed Consolidated Financial Statements is included below: | |||||||||||||||
| Current tax expense (benefit): | |||||||||||||||
| Income tax expense (benefit) | $ | 1,933 | $ | 55,991 | $ | (1,849 | ) | $ | 50,927 | $ | (9,985 | ) | |||
| Less: Deferred income expense (benefit) | 1,866 | 56,637 | (1,941 | ) | 50,674 | (10,077 | ) | ||||||||
| Current tax (benefit) expense: | $ | 67 | $ | (646 | ) | $ | 92 | $ | 253 | $ | 92 | ||||
| Changes in derivatives receivable (payable) | |||||||||||||||
| Derivatives receivable (payable), end of period | $ | 318 | $ | — | $ | (1,377 | ) | $ | 318 | $ | (1,377 | ) | |||
| Derivatives payable (receivable), beginning of period | — | (1,563 | ) | 405 | 1,377 | (271 | ) | ||||||||
| Change in derivatives receivable (payable) | $ | 318 | $ | (1,563 | ) | $ | (972 | ) | $ | 1,695 | $ | (1,648 | ) | ||
| ^(1)^ | Estimated. | ||||||||||||||
| --- | --- |
10
W&T OFFSHORE, INC. AND SUBSIDIARIES
Non-GAAP Information
Reconciliation of PV-10 to Standardized Measureof Discounted Future Net Cash Flows
The Company also discloses PV-10, which is not a financial measure defined under GAAP. The Company defines PV-10 as 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 development costs, using prices and costs as of the date of the estimation without future escalation, and PV-10 excludes cash flows for asset retirement obligations, general and administrative expenses, derivatives, debt service and income taxes. The standardized measure of discounted future net cash flows is the most directly comparable GAAP financial measure for proved reserves calculated using SEC pricing. Company management believes that the non-GAAP financial measure of PV-10 is relevant and useful for evaluating the relative monetary significance of oil and natural gas properties. PV-10 is also used internally when assessing the potential return on investment related to oil and natural gas properties and in evaluating acquisition opportunities. Company management believes that the use of PV-10 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. Additionally, Company management believes that the presentation of PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. PV-10 is not a measure of financial or operating performance under GAAP, nor is it intended to represent the current market value of the Company’s estimated oil and natural gas reserves. PV-10 should not be considered in isolation or as substitutes for the standardized measure of discounted future net cash flows as defined under GAAP. Investors should not assume that PV-10 of the Company’s proved oil and natural gas reserves represents a current market value of the Company’s estimated oil and natural gas reserves.
The following table presents a reconciliation of the standardized measure of discounted future net cash flows relating to the Company’s estimated proved oil and natural gas reserves, a GAAP measure, to PV-10, as defined by the Company.
| **** | **** | December 31, | **** | |||
|---|---|---|---|---|---|---|
| **** | **** | 2025^(1)^ | **** | **** | 2024 | **** |
| PV-10 | $ | 1,115.3 | $ | 1,229.5 | ||
| Future income taxes, discounted at 10% | (130.8 | ) | (154.8 | ) | ||
| PV-10 before ARO | 984.5 | 1,074.7 | ||||
| Present value of estimated ARO, discounted at 10% | (333.2 | ) | (334.6 | ) | ||
| Standardized measure of discounted future net cash flows | $ | 651.3 | $ | 740.1 | ||
| ^(1)^ | Estimated. | |||||
| --- | --- |
Forward-Looking and Cautionary Statements
This exhibit contains 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. All statements other than statements of historical facts included in this release, including those regarding the Company’s financial position, operating and financial performance, business strategy, plans and objectives of management for future operations, projected costs, industry conditions, potential acquisitions, the outcomes and impact of ongoing litigation, the impact of and integration of acquired assets, future production, future expenses and indebtedness are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. Items contemplating or making assumptions about actual or potential future production and sales, prices, market size, and trends or operating results also constitute such forward-looking statements.
11
These forward-looking statements are based on the Company’s current expectations and assumptions about future events and speak only as of the date of this release. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, as results actually achieved may differ materially from expected results described in these statements. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements, unless required by law.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ including, among other things, 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 the Company’s 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; 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 the Company’s 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 the Company’s working capital requirements or fund planned investments; price fluctuations and availability of natural gas and electricity; the Company’s ability to use derivative instruments to manage commodity price risk; the Company’s ability to meet the Company’s planned drilling schedule, including due to the Company’s 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; the Company’s ability to replace the Company’s reserves through exploration and development activities; drilling and production results, lower–than–expected production, reserves or resources from development projects or higher–than–expected decline rates; the Company’s 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; the Company’s 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 the Company’s operations; the creditworthiness and performance of the Company’s counterparties with respect to its hedges; impact of derivatives legislation affecting the Company’s ability to hedge; failure of risk management and ineffectiveness of internal controls; catastrophic events, including tropical storms, hurricanes, earthquakes, pandemics and 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; the Company’s ability to recruit and/or retain key members of the Company’s senior management and key technical employees; information technology failures or cyberattacks; and governmental actions and political conditions, as well as the actions by other third parties that are beyond the Company’s control, and other factors discussed in W&T Offshore’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q found at www.sec.gov or at the Company’s website at www.wtoffshore.com under the Investor Relations section.
12