W&T Offshore Inc 10-Q for FY2026 Q3
W&T Offshore Inc (WTI)
About this 10-Q
W&T Offshore Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
W&T Offshore, Inc. reported nine-month revenue of $479,718 and production of 9,930 MBoe, up from $379,749 and 9,071 MBoe. Operating cash flow rose to $72,520, while unrestricted cash was $191.3 million and borrowing-base availability was $43.4 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $167.08M
- up 31.0% from $127.52M a year earlier
- Net loss
- $13.65M
- compared with a net loss of $71.47M a year earlier
- Diluted EPS
- -$0.09
- compared with -$0.48 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
For the transition period from _______________ to ________________
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
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(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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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.
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | | ☑ | |
Non-accelerated filer ☐ |
| Smaller reporting company | |
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| 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. ☐
Indicate by check mark whether the registrant is a shell company. Yes ☐ No
As of October 20, 2026, there were
W&T OFFSHORE, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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| Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | 1 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 | |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
W&T OFFSHORE, INC.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Assets |
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Current assets: |
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Cash and cash equivalents | | $ | | | $ | |
Restricted cash | | | — | | | |
Accounts receivable: | |
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Oil, natural gas liquids and natural gas sales | |
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Joint interest, net of allowance for credit losses of $ | |
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Prepaid expenses and other current assets | |
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Total current assets | |
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Oil and natural gas properties and other, net of accumulated depreciation, depletion and amortization of $ | |
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Restricted deposits for asset retirement obligations | |
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Deferred income taxes | |
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Other assets | |
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Total assets | | $ | | | $ | |
Liabilities and Shareholders’ Deficit | |
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Current liabilities: | |
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Accounts payable | | $ | | | $ | |
Accrued liabilities | |
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Undistributed oil and natural gas proceeds | |
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Advances from joint interest partners | |
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Current portion of asset retirement obligations | |
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Current portion of long-term debt, net | | | | | | |
Total current liabilities | |
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Asset retirement obligations | |
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Long-term debt, net | |
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Other liabilities | | | | | | |
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Commitments and contingencies | |
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Shareholders’ deficit: | |
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Preferred stock: $ | |
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Common stock: $ | |
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Additional paid-in capital | |
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Retained deficit | |
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Treasury stock: | |
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Total shareholders’ deficit | |
| ( | |
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Total liabilities and shareholders’ deficit | | $ | | | $ | |
See Notes to Condensed Consolidated Financial Statements.
1
W&T OFFSHORE, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Revenues: |
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Oil | | $ | | | $ | | | $ | | | $ | |
NGLs | |
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Natural gas | |
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Other | |
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Total revenues | |
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Operating expenses: | |
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Lease operating expenses | |
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Gathering, transportation and production taxes | | | | | | | | | | | | |
Depreciation, depletion, and amortization | |
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Asset retirement obligations accretion | | | | | | | | | | | | |
General and administrative expenses | |
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Other operating expenses | | | | |
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Total operating expenses | |
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Operating income (loss) | |
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Interest expense, net | |
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Loss on extinguishment of debt | | | — | | | — | | | — | | | |
Derivative loss (gain), net | |
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Other expense (income), net | |
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Loss before income taxes | |
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Income tax expense | |
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Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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Net loss per common share (basic and diluted) | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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Weighted average common shares (basic and diluted) | | | | | | | | | | | | |
See Notes to Condensed Consolidated Financial Statements.
2
W&T OFFSHORE, INC.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(In thousands)
(Unaudited)
| | Common Stock | | Additional | | | | | | | | | | Total | |||||
| | Outstanding | | Paid-In | | Retained | | Treasury Stock | | Shareholders’ | |||||||||
| | Shares | | Value | | Capital | | Deficit | | Shares | | Value | | Deficit | |||||
Balances at June 30, 2026 |
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| $ | |
| $ | |
| $ | ( |
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| $ | ( |
| $ | ( |
Cash dividends | | — | | | — | | | — | | | ( | | — | | | — | | | ( |
Net proceeds from issuance of common stock | | | | | — | | | | | | — | | — | | | — | | | |
Share-based compensation |
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Share-based compensation common stock issuances |
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Shares withheld related to net settlement of equity awards |
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Net loss |
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Balances at September 30, 2026 |
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| $ | |
| $ | |
| $ | ( |
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| $ | ( |
| $ | ( |
| | Common Stock | | Additional | | | | | | | | | | Total | |||||
| | Outstanding | | Paid-In | | Retained | | Treasury Stock | | Shareholders’ | |||||||||
| | Shares | | Value | | Capital | | Deficit | | Shares | | Value | | Deficit | |||||
Balances at June 30, 2025 |
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| $ | |
| $ | |
| $ | ( |
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| $ | ( |
| $ | ( |
Cash dividends | | — | | | — | | | — | | | ( | | | | | | | | ( |
Share-based compensation |
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Share-based compensation common stock issuances |
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Shares withheld related to net settlement of equity awards |
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Net loss |
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Balances at September 30, 2025 |
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| $ | |
| $ | |
| $ | ( |
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| $ | ( |
| $ | ( |
| | Common Stock | | Additional | | | | | | | | | | Total | |||||
| | Outstanding | | Paid-In | | Retained | | Treasury Stock | | Shareholders’ | |||||||||
| | Shares | | Value | | Capital | | Deficit | | Shares | | Value | | Deficit | |||||
Balances at December 31, 2025 |
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| $ | |
| $ | |
| $ | ( |
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| $ | ( |
| $ | ( |
Cash dividends | | — | | | — | | | — | | | ( | | — | | | — | | | ( |
Proceeds from issuance of common stock | | | | | — | | | | | | — | | — | | | — | | | |
Share-based compensation |
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Reclassification of liability-classified awards to equity-classified awards | | — | | | — | | | | | | — | | — | | | — | | | |
Share-based compensation common stock issuances | | |
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Shares withheld related to net settlement of equity awards |
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Net loss |
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Balances at September 30, 2026 |
| | | $ | | | $ | | | $ | ( |
| | | $ | ( | | $ | ( |
| | Common Stock | | Additional | | | | | | | | | | Total | |||||
| | Outstanding | | Paid-In | | Retained | | Treasury Stock | | Shareholders’ | |||||||||
| | Shares | | Value | | Capital | | Deficit | | Shares | | Value | | Deficit | |||||
Balances at December 31, 2024 |
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| $ | |
| $ | |
| $ | ( |
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| $ | ( |
| $ | ( |
Cash dividends | | — | | | — | | | — | | | ( | | — | | | — | | | ( |
Share-based compensation |
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Share-based compensation common stock issuances | | |
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Shares withheld related to net settlement of equity awards |
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Net loss |
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Balances at September 30, 2025 |
| | | $ | | | $ | | | $ | ( |
| | | $ | ( | | $ | ( |
See Notes to Condensed Consolidated Financial Statements.
3
W&T OFFSHORE, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Operating activities: |
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Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
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Depreciation, depletion, amortization and accretion | |
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Share-based compensation | |
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Amortization of debt issuance costs | |
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Loss on extinguishment of debt | | | — | | | |
Derivative loss (gain), net | |
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| ( |
Derivative premium payment | | | ( | | | — |
Derivative cash (settlements) receipts, net | |
| ( | |
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Deferred income tax (benefit) expense | |
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Changes in operating assets and liabilities: | |
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Accounts receivable | |
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Prepaid expenses and other current assets | |
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Accounts payable, accrued liabilities and other | | | ( | | | |
Asset retirement obligation settlements | |
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Net cash provided by operating activities | |
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Investing activities: | |
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Investment in oil and natural gas properties and equipment | |
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Acquisition of property interests | |
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Proceeds from sale of oil and natural gas properties | | | — | | | |
Insurance proceeds | | | — | | | |
Purchases of furniture, fixtures and other | | | ( | | | ( |
Distribution from unconsolidated affiliate | | | — | | | |
Net cash (used in) provided by investing activities | |
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Financing activities: | |
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Proceeds from issuance of | | | — | | | |
Repayment of | | | — | | | ( |
Repayment of Term Loan | | | — | | | ( |
Repayments of TVPX Loan | | | ( | | | ( |
Proceeds from issuance of New TVPX Loan | | | | | | — |
Purchase of government securities in connection with legal defeasance of | | | — | | | ( |
Premium payments and debt extinguishment costs | | | — | | | ( |
Debt issuance costs | |
| ( | |
| ( |
Proceeds from issuance of common stock | | | | | | — |
Payment of dividends | | | ( | | | ( |
Other | |
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Net cash provided by (used in) financing activities | |
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Change in cash, cash equivalents and restricted cash | |
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Cash, cash equivalents and restricted cash, beginning of year | |
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Cash, cash equivalents and restricted cash, end of period | | $ | | | $ | |
See Notes to Condensed Consolidated Financial Statements.
4
NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature of Operations
W&T Offshore, Inc. (with subsidiaries referred to herein as the “Company”) is an independent oil and natural gas producer with substantially all of its operations offshore in the Gulf of America. The Company is active in the exploration, development and acquisition of oil and natural gas properties. The Company operates in
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and an interest in Monza Energy LLC (“Monza”), which is accounted for under the proportional consolidation method. All intercompany accounts and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in Part II, Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
NOTE 2 — FINANCIAL INSTRUMENTS
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, derivative instruments and debt. Except for derivative instruments and debt, the carrying amount of the Company’s financial instruments approximates fair value due to the short-term, highly liquid nature of these instruments.
Derivative Instruments
The following table reflects the contracted volumes and weighted average prices under the terms of the Company’s open oil derivative contracts as of September 30, 2026:
| | | | Average | | | | | | | | | |||
| | Instrument | | Daily | | Total | | Weighted | | Weighted | | Weighted | |||
Period | | Type | | Volumes | | Volumes | | Strike Price | | Floor Price | | Ceiling Price | |||
Oil (WTI) | | | | (Bbls) (1) | | (Bbls) | | ($/Bbls) | | ($/Bbls) | | ($/Bbls) | |||
Oct 2026 - Dec 2026 | | collars | | | | | | $ | — | | $ | | | $ | |
Oct 2026 - Dec 2026 | | swap | | | | | | | | | | — | | | — |
Oct 2026 - April 2027 | | call | | | | | | | | | | — | | | — |
(1) | Bbls – barrels of oil |
5
The fair value of the Company’s derivative financial instruments was recorded in the Condensed Consolidated Balance Sheets as follows (in thousands):
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| $ | | | $ | | |
|
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| — | |
The Company measures the fair value of its derivative instruments on a recurring basis by applying the income approach, using models with inputs that are classified within Level 2 of the valuation hierarchy. The income approach converts expected future cash flows to a present value amount based on market expectations. The inputs used for the fair value measurement of derivative financial instruments are the exercise price, the expiration date, the settlement date, notional quantities, the implied volatility, the discount curve with spreads and published commodity future prices.
The impact of commodity derivative contracts on the Condensed Consolidated Statements of Operations was as follows (in thousands):
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Realized loss (gain) (1) | | $ | | | $ | ( | | $ | | | $ | ( | |
Unrealized loss | | | | | | | | | | | | | |
Derivative loss (gain), net | | $ | | | $ | ( | | $ | | | $ | ( | |
(1) | The three and nine months ended September 30, 2025 include $ |
Debt
The following table presents the net values and estimated fair values of the Company’s debt (in thousands):
| | September 30, 2026 | | December 31, 2025 | ||||||||
| | Net Value | | Fair Value | | Net Value | | Fair Value | ||||
| $ | | | $ | | | $ | | | $ | | |
New TVPX Loan | | | | | | | | | — | | | — |
TVPX Loan | | | — | | | — | | | | | | |
Total | | $ | | | $ | | | $ | | | $ | |
The fair value of the
6
NOTE 3 — ASSET RETIREMENT OBLIGATIONS
Asset retirement obligations (“AROs”) represent the estimated present value of the amount incurred to plug, abandon and remediate the Company’s properties at the end of their productive lives.
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Asset retirement obligations, beginning of period | | $ | | | $ | |
Liabilities settled | |
| ( | |
| ( |
Accretion expense | |
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Disposition of oil and natural gas properties | | | — | | | ( |
Liabilities incurred | | | — | | | |
Revisions of estimated liabilities | |
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Asset retirement obligations, end of period | | | | | | |
Less: Current portion | |
| ( | |
| ( |
Long-term | | $ | | | $ | |
NOTE 4 — DEBT
The components comprising the Company’s debt are presented in the following table (in thousands):
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | | | | | |
Principal | | $ | | | $ | |
Unamortized debt issuance costs | | | ( | | | ( |
Total | | | | | | |
| | | | | | |
TVPX Loan: | | | | | | |
Principal | | | — | | | |
Unamortized discount | | | — | | | ( |
Unamortized debt issuance costs | |
| — | | | ( |
Total | |
| — | | | |
| | | | | | |
New TVPX Loan | | | | | | — |
| | | | | | |
Total debt, net | | | | | | |
Less current portion, net | | | ( | | | ( |
Long-term debt, net | | $ | | | $ | |
In September 2026, the promissory note evidencing the TVPX Loan was amended and restated pursuant to the Second Amended and Restated Promissory Note (as so amended and restated, the “New TVPX Loan”), and the $
As of September 30, 2026, there were
7
issuance of letters of credit and borrowings under the Credit Agreement as of September 30, 2026, based on a borrowing base of $
As of September 30, 2026, the Company was in compliance with all applicable covenants.
NOTE 5 — COMMITMENTS AND CONTINGENCIES
ONRR Audit of Historical Refund Claims
In 2023, the Company received notification from the Office of Natural Resources Revenue (the “ONRR”) regarding results of an audit performed on the Company’s historical refund claims taken on various properties for alleged royalties owed to the ONRR. In September 2026, the Company finalized a settlement with ONRR resolving this matter. The settlement provides for a net ONRR royalty credit of approximately $
Bonding Disputes
Since October 2024, the Company has been involved in litigation with certain providers of private and government-required surety bonds, including Endurance Assurance Corporation, Lexon Insurance Company, U.S. Specialty Insurance Company (“USSIC”), Pennsylvania Insurance Company a/k/a Applied Surety Underwriters and United States Fire Insurance Company (collectively, the “Sureties”), that secure decommissioning obligations or ONRR disputed matters the Company may have with respect to certain oil and natural gas assets of the Company (the “Sureties Litigation”). The Company contends that (1) the Sureties may not enforce their indemnity agreements such that their actions constitute an abuse of right; (2) the Sureties’ interpretation of the indemnity agreements renders the agreements illusory; (3) the Sureties may not make unreasonable demands for collateral; (4) the Sureties must accept reasonable collateral as offered by the Company; (5) no additional collateral is required of the Company; (6) the Sureties may not make joint demands for collateral that are inconsistent with those of each other such that the Company cannot comply with each demand; and (7) the Sureties’ changed business model is not legitimate grounds to demand further collateral beyond that offered by the Company. The Company has also filed counterclaims against the Sureties claiming: (1) violations of the Sherman Antitrust Act; (2) violations of the Texas Free Enterprise and Antitrust Act; (3) violations of the Texas Insurance Code Section 541; (4) tortious interference with existing contracts and prospective business relationships; and (5) conspiracy.
In June 2025, the Company entered into Settlement and Release Agreements (the “Settlement Agreements”), by and between the Company and USSIC and Philadelphia Indemnity Insurance Company (“PIIC”) to dismiss all of such sureties’ claims related to the Sureties Litigation without prejudice. Pursuant to the applicable Settlement Agreement, USSIC and PIIC agreed that: (i) there will be no change to the 2024 premium rates paid by the Company or any of its affiliates, subsidiaries or joint venture entities, for any currently existing surety bond executed by USSIC or PIIC until after December 31, 2026, at the earliest, (ii) USSIC and PIIC withdraw all demands for collateral and agree not to request, demand, or otherwise insist on collateral, whether related to a surety bond or pursuant to the indemnity agreements, until after December 31, 2026, at the earliest; provided that such restriction shall not apply if (a) the Company does not pay premiums owed to USSIC or PIIC when due; (b) a claim is made by a third party against any bond issued by USSIC or PIIC to the Company or its affiliates or subsidiaries; (c) there is an initiation of an insolvency proceeding for the Company or any of its affiliates, subsidiaries or joint venture entities, whether voluntary or involuntary; (d) there is an uncured event of default under the indenture governing the
8
In June 2025, the presiding judge in the Sureties Litigation recommended denying the requests for preliminary injunction submitted by
The Sureties Litigation with respect to the Sureties other than USSIC and PIIC remains ongoing. To the extent that the Company is required to fulfill the collateral demands made by the remaining surety entities, or in the event that other surety entities make additional collateral demands, the fulfillment of such demands could be significant and could impact the Company’s liquidity.
Contingent Decommissioning Obligations
Certain counterparties in past divestiture transactions or third parties in existing leases that have filed for bankruptcy protection or undergone associated reorganizations may not be able to perform required abandonment obligations. Due to operation of law, the Company may be required to assume decommissioning obligations for those interests. The Company may be held jointly and severally liable for the decommissioning of various facilities and related wells. The Company no longer owns these assets, nor are they related to current operations.
The changes in the contingent decommissioning obligations were as follows (in thousands):
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Contingent decommissioning obligations, beginning of period | | $ | | | $ | |
Liabilities settled | |
| ( | |
| ( |
Accrual for additional estimated liabilities | |
| — | |
| |
Contingent decommissioning obligations, end of period | | | | | | |
Less: Current portion | |
| ( | |
| ( |
Long-term | | $ | | | $ | |
Although it is reasonably possible that the Company could receive state or federal decommissioning orders in the future or be notified of defaulting third parties in existing leases, the Company cannot predict with certainty if, how or when such orders or notices will be resolved or estimate a possible loss or range of loss that may result from such orders. However, the Company could incur judgments, enter into settlements or revise the Company’s opinion regarding the outcome of certain notices or matters, and such developments could have a material adverse effect on the Company’s results of operations in the period in which the amounts are accrued and the Company’s cash flows in the period in which the amounts are paid. To the extent the Company does incur costs associated with these properties in future periods, the Company intends to seek contribution from other parties that owned an interest in the facilities.
Other Claims
In the ordinary course of business, the Company is a party to various pending or threatened claims and complaints seeking damages or other remedies concerning commercial operations and other matters. In addition, claims or contingencies may arise related to matters occurring prior to the Company’s acquisition of properties or related to matters occurring subsequent to the Company’s sale of properties. In certain cases, the Company has indemnified the sellers of properties acquired, and in other cases, has indemnified the buyers of properties sold. The Company is also subject to federal and state administrative proceedings conducted in the ordinary course of business including matters related to alleged royalty underpayments on certain federal-owned properties. Although the Company can give no assurance about the outcome of pending legal and federal or state administrative proceedings and the effect such an outcome may have, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.
9
NOTE 6 — STOCKHOLDERS’ EQUITY
At-the-Market Equity Offering
During the three months ended September 30, 2026, the Company sold an aggregate of
Dividends
During the nine months ended September 30, 2026, the Company declared cash dividends of $
On
NOTE 7 — SHARE-BASED COMPENSATION
2026 Grants
In May 2026, the Company granted share-based compensation to its employees. The grants consisted of
The RSUs were valued as of the grant date and vest each year on May 29, 2027, 2028 and 2029. The grant date fair value of the RSUs was $
The PSUs are subject to performance criteria of (i) total shareholder return and relative shareholder return (collectively, the “TSR PSUs”), (ii) cash return on capital employed (the “CROCE PSUs”) and (iii) reserve performance (the “Reserve PSUs”). The performance period for the measurement of the performance goals began on January 1, 2026 and ends on December 31, 2028. To be eligible to receive the earned PSUs, employees must be employed from the grant date through December 31, 2028. Different levels of achievement across these metrics will affect the percentage of PSUs that the employee receives upon the satisfaction of the service requirement. The percentage of PSUs received upon vesting ranges from
The TSR PSUs will account for
The CROCE PSUs and Reserve PSUs will account for
As of the grant date, the Company did not have enough shares of common stock available under its long-term incentive plan to satisfy its commitments to deliver shares upon vesting. Accordingly, the Company will account for these awards as liability awards, and the fair value of these awards will be remeasured at the end of each reporting period based on either the current market price of the Company’s common stock (for RSUs and PSUs with both a service condition and a performance condition) or through the use of the Monte Carlo simulation method (for the PSUs with both a service condition and a market condition).
10
Modification of Awards
In June 2026, the Company’s long-term incentive plan was amended to increase the shares available for issuance from
NOTE 8 — INCOME TAXES
The Company records income taxes for interim periods based on an estimated annual effective tax rate. The estimated annual effective rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets and changes to actual or forecasted permanent book to tax differences.
The Company’s effective tax rates for the three and nine months ended September 30, 2026 were (
At each reporting date, the Company considers all available positive and negative evidence to evaluate whether its deferred tax assets are more likely than not to be realized. During 2025, the amount of the Company’s deferred tax assets considered realizable was reduced due to negative evidence that outweighed positive evidence supporting its ability to realize its deferred tax assets. The Company was able to support that a portion of its deferred tax assets would be realizable through the generation of income from future reversals of existing taxable temporary differences and recorded a valuation allowance against the remaining unsupported deferred tax assets. As of September 30, 2026 and December 31, 2025, the Company had a valuation allowance of $
NOTE 9 — NET LOSS PER COMMON SHARE
The following table presents the calculation of basic and diluted net loss per common share (in thousands, except per share amounts):
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Weighted average common shares outstanding (basic and diluted) | | | | | | | | | | | | |
| | | | | | | | | | | | |
Net loss per common share (basic and diluted) | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Shares excluded due to being anti-dilutive (1) | | | | | | | | | | | | |
| (1) | Includes RSUs and PSUs as their effect, if included, would have been anti-dilutive. |
11
NOTE 10 — INVESTMENT IN MONZA
Monza is considered to be a variable interest entity. As the Company is not considered to be the primary beneficiary of Monza, the Company does not fully consolidate Monza but instead consolidates Monza based on its ownership interest.
The following table presents the amounts recorded by the Company on the Condensed Consolidated Balance Sheets related to the consolidation of the proportional interest in Monza’s operations (in thousands):
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Working capital | | $ | | | $ | |
Oil and natural gas properties and other, net | |
| | |
| |
Other assets | | | | | | |
Asset retirement obligations | | | | | | |
Other liabilities | | | | | | |
The following table presents the amounts recorded by the Company in the Condensed Consolidated Statements of Operations related to the consolidation of the proportional interest in Monza’s operations (in thousands):
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Total revenues | | $ | | | $ | |
Total operating expenses | |
| | |
| |
Other income, net | |
| | |
| |
As required, the Company may call on Monza to provide cash to fund its portion of certain projects in advance of capital expenditure spending. As of September 30, 2026 and December 31, 2025, the unused advances were $
During the nine months ended September 30, 2026, Monza paid cash distributions of $
NOTE 11 — SEGMENT INFORMATION
The Company reports its operations in
The measure of profit or loss that the Chief Operating Decision Maker (the “CODM”) uses to assess performance and allocate resources for the operating segment is consolidated net loss. The CODM uses consolidated net loss in deciding whether to reinvest profits into the operating segment or into other activities, such as for acquisitions or to return capital to shareholders through a combination of dividends and/or share repurchases.
As the Company discloses a single reportable segment, total operating net revenues for the Company’s operating segment are reported in its Condensed Consolidated Statements of Operations and segment assets are reported in its Condensed Consolidated Balance Sheets.
The CODM is regularly provided with only the consolidated expenses as noted on the face of the Condensed Consolidated Statements of Operations and, accordingly, these expenses are considered to be significant expenses.
12
NOTE 12 — OTHER SUPPLEMENTAL INFORMATION
Condensed Consolidated Balance Sheet Details
Prepaid expenses and other current assets consisted of the following (in thousands):
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Derivatives | | $ | | | $ | |
Insurance/bond premiums | |
| | |
| |
Prepaid deposits related to royalties | |
| | |
| |
Prepayments to vendors | |
| | |
| |
Other | |
| | |
| |
Prepaid expenses and other current assets | | $ | | | $ | |
Accrued liabilities consisted of the following (in thousands):
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Accrued interest | | $ | | | $ | |
Accrued salaries/payroll taxes/benefits | |
| | |
| |
Contingent P&A liability | | | | | | |
Derivatives | |
| | |
| — |
Operating lease liabilities | |
| | |
| |
Income taxes payable | | | | | | |
Other | |
| | |
| |
Total accrued liabilities | | $ | | | $ | |
Condensed Consolidated Statements of Cash Flows Information
Supplemental statements of cash flows information consisted of the following (in thousands):
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Non-cash investing and financing activities: | |
| | |
| |
Accrual for investment in oil and natural gas properties | |
| | |
| |
Right of use asset obtained in exchange for new lease liabilities | | | — | | | |
ARO - additions and revisions, net | |
| | |
| |
Government securities transferred to trustee in connection with legal defeasance | | | — | | | |
Legal defeasance of | | | — | | | |
Change in accrual for dividends declared but not paid on unvested share-based awards | | | | | | |
NOTE 13 — SUBSEQUENT EVENT
On October 1, 2026, the Company entered into the Second Amendment to the Credit Agreement (the “Amendment”) which amends the Credit Agreement (as amended, the “Amended Credit Agreement”). Pursuant to the Amendment, the Company’s revolving credit facility was converted into a reserve-based revolving credit facility (the “RBL Facility”), maturing on the earlier of July 28, 2028 and the date that is
13
of the
The key highlights of the Amended Credit Agreement are as follows:
| ● | The RBL Facility is subject to a borrowing base, which is initially set at $ |
| ● | The Amended Credit Agreement eliminates the |
| ● | The Company’s annual cap on certain restricted payments was increased from $ |
There were no changes to interest rate margins, the Term SOFR floor, maturity, collateral or the Company’s financial covenants, including a maximum net leverage ratio of
14
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes included in Part I, Item 1. Financial Statements, of this Quarterly Report, as well as our audited consolidated financial statements and the notes thereto in the 2025 Annual Report and the related MD&A included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our 2025 Annual Report. Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report to “us,” “we” and “our” are to W&T Offshore, Inc. and its wholly owned subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this Quarterly Report 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 (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us. If the risks or uncertainties materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements and assumptions. When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We assume no obligation, nor do we intend, to update these forward-looking statements, unless required by law.
The information included in this Quarterly Report includes forward-looking statements that involve risks and uncertainties that could materially affect our expected results of operations, liquidity, cash flows and business prospects. Such statements specifically include our expectations as to our future financial position, liquidity, cash flows, results of operations and business strategy, potential acquisition opportunities, other plans and objectives for operations, capital for sustained production levels, expected production and operating costs, reserves, hedging activities, capital expenditures, return of capital, improvement of recovery factors and other guidance. Actual results may differ from anticipated results, sometimes materially, and reported results should not be considered an indication of future performance. For any such forward-looking statement that includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while we believe such assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results, sometimes materially. Known material risks that may affect our financial condition and results of operations are discussed in Part I, Item 1A. Risk Factors, and market risks are discussed in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our 2025 Annual Report, and may be discussed or updated from time to time in subsequent reports filed with the SEC.
Reserve engineering is a process of estimating underground accumulations of crude oil, NGLs and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and the price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing, and production activities, or changes in commodity prices, may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of crude oil, NGLs and natural gas that are ultimately recovered.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
15
BUSINESS OVERVIEW
We are an independent oil and natural gas producer, active in the exploration, development and acquisition of oil and natural gas properties in the Gulf of America. As of September 30, 2026, we hold working interests in 48 offshore fields in federal and state waters (which include 41 fields in federal waters and seven in state waters). We currently have under lease approximately 588,500 gross acres (455,800 net acres) spanning across the outer continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 5,600 gross acres in Alabama state waters, 446,700 gross acres on the conventional shelf and approximately 136,200 gross acres in the deepwater. A majority of our daily production is derived from wells we operate.
Recent Developments
On October 1, 2026, we entered into the Amended Credit Agreement, pursuant to which our revolving credit facility was converted into a reserve-based revolving credit facility, with an aggregate maximum credit amount of $100.0 million and an aggregate elected commitment amount initially set at $50.0 million. For additional information about the Amended Credit Agreement, see Part I, Item 1. Financial Statements – Note 13 – Subsequent Event.
On October 29, 2026, we declared a regular quarterly dividend of $0.01 per share of common stock for the fourth quarter of 2026. We expect to pay the dividend on November 19, 2026 to stockholders of record as of the close of business on November 12, 2026.
Business Outlook
Our financial condition, cash flow and results of operations are significantly affected by the volume of our oil, NGLs and natural gas production and the prices that we receive for such production. Changes in the prices that we receive for our production impact all aspects of our business; most notably our cash flows from operations, revenues, capital allocation and budgeting decisions and our reserves volumes. Prices of oil, NGLs and natural gas have historically been volatile and can fluctuate significantly over short periods of time for many factors outside of our control, including changes in market supply and demand, which are impacted by weather conditions, pipeline capacity constraints, inventory storage levels, domestic production activities and political issues, and international geopolitical and economic events.
In its Short-Term Energy Outlook published in October 2026, the Energy Information Administration (the “EIA”) assumes that a combination of convoys through the Strait of Hormuz and workarounds to oil exports from the Middle East, including bypass routes and increased use of ship-to-ship transfers, will lead to production and exports from the region generally increasing through the forecast period. In spite of the increased production and flows from the Middle East, the EIA is forecasting that the spot price for WTI will average $97.00 per barrel in the fourth quarter of 2026 and then fall to an average of $80.00 per barrel in 2027. The attacks on the East-West pipeline in Saudi Arabia highlight the potential for continued volatility in physical oil flows and oil prices amid ongoing withdrawals of oil inventories globally. Additional upward pressure on oil prices stems from extreme tightness in diesel markets that raises demand for oil in order for refiners to meet diesel demand.
The EIA is forecasting the Henry Hub spot price for natural gas to average $3.16 per MMBtu in 2027, a 9% decrease from 2026. The decrease reflects ongoing higher-than-average natural gas inventories driven by production increases that offset rising liquefied natural gas exports.
Our average realized sales price for oil and natural gas differs from the WTI average price and the NYMEX Henry Hub average price, respectively, primarily due to premiums or discounts, quality adjustments, location adjustments and volume weighting (collectively referred to as differentials). Oil price differentials primarily represent the transportation costs in moving produced oil at the wellhead to a refinery and are based on the availability of pipeline, rail and other transportation. Natural gas price differentials are strongly impacted by local market fundamentals, availability of transportation capacity from producing areas and seasonal impacts. Prices and differentials for NGLs are related to the supply and demand for the products making up these liquids. Some of them more typically correlate to the price of oil while others are affected by natural gas prices as well as the demand for certain chemical products which are used as feedstock.
16
RESULTS OF OPERATIONS
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Revenues
Our revenues are derived from the sale of our oil and natural gas production, as well as the sale of NGLs. Our oil, NGL and natural gas revenues do not include the effects of derivatives, which are reported in Derivative loss (gain), net in our Condensed Consolidated Statements of Operations.
The following table presents information regarding our revenues, production volumes and average realized sales prices (which exclude the effect of hedging unless otherwise stated) for the periods presented and corresponding changes (in thousands, except average realized sales prices data):
| | Three Months Ended September 30, | | | | ||||
| | 2026 | | 2025 | | | Change | ||
Revenues: | | | | | | | | | |
Oil | | $ | 111,773 | | $ | 84,131 | | $ | 27,642 |
NGLs | |
| 9,121 | |
| 4,000 | |
| 5,121 |
Natural gas | |
| 41,204 | |
| 37,400 | |
| 3,804 |
Other | |
| 4,982 | |
| 1,984 | |
| 2,998 |
Total revenues | |
| 167,080 | |
| 127,515 | |
| 39,565 |
| | | | | | | | | |
Production Volumes: | |
| | |
| | |
| |
Oil (MBbls) (1) | |
| 1,314 | |
| 1,302 | |
| 12 |
NGLs (MBbls) | |
| 482 | |
| 280 | |
| 202 |
Natural gas (MMcf) (2) | |
| 10,305 | |
| 10,159 | |
| 146 |
Total oil equivalent (MBoe) (3) | |
| 3,514 | |
| 3,275 | |
| 239 |
| | | | | | | | | |
Average daily equivalent sales (Boe/day) (4) | | | 38,196 | | | 35,598 | | | 2,598 |
| | | | | | | | | |
Average realized sales prices: | |
| | |
| | |
| |
Oil ($/Bbl) (5) | | $ | 85.06 | | $ | 64.62 | | $ | 20.44 |
NGLs ($/Bbl) | |
| 18.92 | |
| 14.29 | |
| 4.63 |
Natural gas ($/Mcf) (6) | |
| 4.00 | |
| 3.68 | |
| 0.32 |
Oil equivalent ($/Boe) | | | 46.13 | | | 38.33 | | | 7.80 |
Oil equivalent ($/Boe), including realized commodity derivatives | |
| 43.32 | |
| 41.29 | |
| 2.03 |
| (1) | MBbls — thousands of barrels of oil, condensate or NGLs |
| (2) | MMcf — million cubic feet |
| (3) | MBoe — thousand barrels of oil equivalent |
| (4) | Boe — barrels of oil equivalent |
| (5) | Bbl — barrels of oil, condensate or NGLs |
| (6) | Mcf — thousand cubic feet |
17
Changes in average sales prices and production volumes caused the following changes to our oil, NGL and natural gas revenues between the three months ended September 30, 2026 and 2025 (in thousands):
| Price | | Volume | | Total | |||
Oil | $ | 26,863 | | $ | 779 | | $ | 27,642 |
NGLs |
| 2,223 | | | 2,898 | |
| 5,121 |
Natural gas |
| 3,269 | | | 535 | |
| 3,804 |
| $ | 32,355 | | $ | 4,212 | | $ | 36,567 |
Production volumes increased by 239 Mboe to 3,514 MBoe during the three months ended September 30, 2026 compared to the same period in 2025 primarily due to recompletion of a well at our Garden Banks 783 field.
Operating Expenses
The following table presents information regarding costs and expenses and selected average costs and expenses per Boe sold for the periods presented and corresponding changes (in thousands, except average data):
| | Three Months Ended September 30, | | | | ||||
| | 2026 | | 2025 | | | Change | ||
Operating expenses: | | | | | | | | | |
Lease operating expenses | | $ | 76,671 | | $ | 76,215 | | $ | 456 |
Gathering, transportation and production taxes | | | 9,376 | | | 5,818 | | | 3,558 |
Depreciation, depletion and amortization |
| | 28,266 | | | 28,580 |
| | (314) |
Asset retirement obligations accretion | | | 8,606 | | | 8,002 | | | 604 |
General and administrative expenses | | | 31,685 | | | 21,510 | | | 10,175 |
Other operating expenses | | | 655 | | | — | | | 655 |
Total operating expenses | | $ | 155,259 | | $ | 140,125 | | $ | 15,134 |
| | | | | | | | | |
Average per Boe ($/Boe): | |
| | |
| | |
| |
Lease operating expenses | | $ | 21.82 | | $ | 23.27 | | $ | (1.45) |
Gathering, transportation and production taxes | |
| 2.67 | | | 1.78 | |
| 0.89 |
Depreciation, depletion and amortization | |
| 8.04 | | | 8.73 | |
| (0.69) |
Asset retirement obligations accretion | | | 2.45 | | | 2.44 | | | 0.01 |
General and administrative expenses | |
| 9.02 | | | 6.57 | |
| 2.45 |
Other operating expenses | | | 0.19 | | | — | | | 0.19 |
Total operating expenses | | $ | 44.19 | | $ | 42.79 | | $ | 1.40 |
Lease operating expenses – Lease operating expenses (“LOE”) include the expense of operating and maintaining our wells, platforms and other infrastructure primarily in the Gulf of America. These operating costs are comprised of several components including direct or base lease operating expenses, insurance premiums, workover costs and facility maintenance expenses. LOE, which depend in part on the type of commodity produced, the level of workover activity and the geographical location of the properties, increased $0.5 million during the three months ended September 30, 2026 compared to the same period in 2025. On a per Boe basis, LOE decreased to $21.82 per Boe during the three months ended September 30, 2026 compared to $23.27 per Boe during the three months ended September 30, 2025. On a component basis, base LOE decreased $3.2 million, workover expenses increased $1.1 million and facilities maintenance expense increased $2.6 million.
Expenses for direct labor, materials, supplies, repair, third-party costs and insurance comprise the most significant portion of our base LOE. These costs decreased primarily due to lower costs overall, reflecting the success of our cost reduction efforts that began in the fourth quarter of 2025 and continued into the three months ended September 30, 2026.
18
Workover and facilities maintenance expenses consist of costs associated with major remedial operations on completed wells to restore, maintain or improve the well’s production. Since these remedial operations are not regularly scheduled, workover and maintenance expenses are not necessarily comparable from period to period. The increases in workover expenses and facilities maintenance expenses were due to the timing and mix of projects undertaken.
Gathering, transportation and production taxes – Gathering and transportation consist of costs incurred in the post-production shipping of oil, NGLs, and natural gas to the point of sale. Production taxes consist of severance taxes levied by the Alabama Department of Revenue, the Louisiana Department of Revenue and the Texas Department of Revenue on production of oil and natural gas from land or water bottoms within the boundaries of each state. Gathering, transportation and production taxes increased $3.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily due to the impact of the new NGL processing contract at Mobile Bay and higher production volumes in the three months ended September 30, 2026.
Depreciation, depletion and amortization – Depreciation, depletion and amortization expense (“DD&A”) is the expensing of the capitalized costs incurred to acquire, explore and develop oil and natural gas reserves. We use the full cost method of accounting for oil and natural gas activities. DD&A decreased $0.3 million for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 primarily due to a decrease of $2.1 million from a lower depletion rate per thousand cubic feet equivalent (“Mcfe”) offset by an increase of $2.0 million from the increase in production. The DD&A rate decreased to $8.04 per Boe for the three months ended September 30, 2026 from $8.73 per Boe for the three months ended September 30, 2025. The DD&A rate per Boe decreased primarily as a result of decreases in future development costs and increased proved reserves.
General and administrative expenses – General and administrative (“G&A”) expenses generally consist of costs incurred for overhead, including payroll and benefits for our corporate staff, costs of maintaining our headquarters, costs of managing our production operations, bad debt expense, share-based compensation costs, audit and other fees for professional services and legal compliance. G&A expenses increased $10.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily due to increases of $6.9 million in share-based compensation costs and $2.9 million in legal and professional fees.
Other Income and Expense Items
The following table presents the components of other income and expense items for the periods presented and corresponding changes (in thousands):
| | Three Months Ended September 30, | | | | ||||
| | 2026 | | 2025 | | | Change | ||
Interest expense, net |
| $ | 8,956 | | $ | 8,998 |
| $ | (42) |
Derivative loss (gain), net | | | 15,800 | | | (4,108) | | | 19,908 |
Other expense (income), net |
| | 216 | | | (2,017) |
| | 2,233 |
Income tax expense |
| | 498 | | | 55,991 |
| | (55,493) |
Derivative loss (gain), net – During the three months ended September 30, 2026, we recorded a $15.8 million derivative loss for our oil derivative contracts consisting of $9.9 million of realized losses and $5.9 million of unrealized loss from the decrease in the fair value of our open contracts. During the three months ended September 30, 2025, we recorded a $4.1 million derivative gain for our natural gas derivative contracts consisting of $9.7 million of realized gains offset by $5.6 million of unrealized loss from the decrease in the fair value of our open contracts.
Income tax expense – Our effective tax rate for the three months ended September 30, 2026 was (3.8)% and differed from the federal statutory rate primarily due to the impact of losses with no tax benefit, nondeductible compensation and adjustments to the valuation allowance. Our effective tax rate for the three months ended September 30, 2025 was not meaningful and differed from the federal statutory rate primarily due to the recording of a valuation allowance against our net deferred tax assets.
19
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Revenues
The following table presents information regarding our revenues, production volumes and average realized sales prices (which exclude the effect of hedging unless otherwise stated) for the periods presented and corresponding changes (in thousands, except average realized sales prices data):
| | Nine Months Ended September 30, | | | | ||||
| | 2026 | | 2025 | | | Change | ||
Revenues: | | | | | | | | | |
Oil | | $ | 322,330 | | $ | 251,861 | | $ | 70,469 |
NGLs | |
| 22,069 | |
| 13,487 | |
| 8,582 |
Natural gas | |
| 123,184 | |
| 107,311 | |
| 15,873 |
Other | |
| 12,135 | |
| 7,090 | |
| 5,045 |
Total revenues | | $ | 479,718 | | $ | 379,749 | | $ | 99,969 |
| | | | | | | | | |
Production Volumes: | |
| | |
| | |
| |
Oil (MBbls) | |
| 3,823 | |
| 3,791 | |
| 32 |
NGLs (MBbls) | |
| 1,236 | |
| 725 | |
| 511 |
Natural gas (MMcf) | |
| 29,217 | |
| 27,328 | |
| 1,889 |
Total oil equivalent (MBoe) | |
| 9,930 | | | 9,071 | | | 859 |
| | | | | | | | | |
Average daily equivalent sales (Boe/day) | | | 36,374 | | | 33,227 | | | 3,147 |
| | | | | | | | | |
Average realized sales prices: | |
| | | | | | | |
Oil ($/Bbl) | | $ | 84.31 | | $ | 66.44 | | $ | 17.87 |
NGLs ($/Bbl) | |
| 17.86 | |
| 18.60 | |
| (0.74) |
Natural gas ($/Mcf) | |
| 4.22 | |
| 3.93 | |
| 0.29 |
Oil equivalent ($/Boe) | | | 47.09 | | | 41.08 | | | 6.01 |
Oil equivalent ($/Boe), including realized commodity derivatives | |
| 44.44 | |
| 42.80 | |
| 1.64 |
Changes in average sales prices and production volumes caused the following changes to our oil, NGL and natural gas revenues between the nine months ended September 30, 2026 and 2025 (in thousands):
| Price | | Volume | | Total | |||
Oil | $ | 68,283 | | $ | 2,186 | | $ | 70,469 |
NGLs |
| (934) | | | 9,516 | |
| 8,582 |
Natural gas |
| 8,457 | | | 7,416 | |
| 15,873 |
| $ | 75,806 | | $ | 19,118 | | $ | 94,924 |
Production volumes increased by 859 MBoe to 9,930 MBoe during the nine months ended September 30, 2026 compared to the same period in 2025 primarily due to recompletion of a well at our Garden Banks 783 field, restoring production at our West Delta 73 and Eugene Island 64 fields and increased production from our Mobile Bay fields due to reduced downtime.
20
Operating Expenses
The following table presents information regarding costs and expenses and selected average costs and expenses per Boe sold for the periods presented and corresponding changes (in thousands, except average data):
| | Nine Months Ended September 30, | | | | ||||
| | 2026 | | 2025 | | | Change | ||
Operating expenses: | | | | | | | | | |
Lease operating expenses | | $ | 214,348 | | $ | 224,151 | | $ | (9,803) |
Gathering, transportation and production taxes | | | 24,595 | | | 16,976 | | | 7,619 |
Depreciation, depletion and amortization |
| | 81,109 | | | 87,917 |
| | (6,808) |
Asset retirement obligations accretion |
| | 25,899 | | | 25,075 |
| | 824 |
General and administrative expenses | | | 84,026 | | | 59,337 | | | 24,689 |
Other operating expenses | | | 655 | | | — | | | 655 |
Total operating expenses | | $ | 430,632 | | $ | 413,456 | | $ | 17,176 |
| | | | | | | | | |
Average per Boe ($/Boe): | |
| | |
| | |
| |
Lease operating expenses | | $ | 21.59 | | $ | 24.71 | | $ | (3.12) |
Gathering, transportation and production taxes | |
| 2.48 | |
| 1.87 | |
| 0.61 |
Depreciation, depletion and amortization | |
| 8.17 | |
| 9.69 | |
| (1.52) |
Asset retirement obligations accretion | | | 2.61 | | | 2.76 | | | (0.15) |
General and administrative expenses | |
| 8.46 | |
| 6.54 | |
| 1.92 |
Other operating expenses | | | 0.07 | | | — | | | 0.07 |
Total operating expenses | | $ | 43.38 | | $ | 45.57 | | $ | (2.19) |
Lease operating expenses – LOE decreased $9.8 million during the nine months ended September 30, 2026 compared to the same period in 2025. On a per Boe basis, LOE decreased to $21.59 per Boe during the nine months ended September 30, 2026 compared to $24.71 per Boe during the nine months ended September 30, 2025. On a component basis, base LOE decreased $11.0 million, workover expenses decreased $0.6 million and facilities maintenance expense increased $1.8 million.
Expenses for direct labor, materials, supplies, repair, third-party costs and insurance comprise the most significant portion of our base LOE. These costs decreased primarily due to lower costs overall, reflecting the success of our cost reduction efforts that began in the fourth quarter of 2025 and continued into the nine months ended September 30, 2026.
Workover and facilities maintenance expenses consist of costs associated with major remedial operations on completed wells to restore, maintain or improve the well’s production. Since these remedial operations are not regularly scheduled, workover and maintenance expenses are not necessarily comparable from period to period. The decrease in workover expenses and the increase in facilities maintenance expenses were due to the timing and mix of projects undertaken.
Gathering, transportation and production taxes – Gathering, transportation and production taxes increased $7.6 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to the impact of the new NGL processing contract at Mobile Bay and higher production volumes in the nine months ended September 30, 2026.
Depreciation, depletion and amortization – DD&A decreased $6.8 million for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 primarily due to a decrease of $14.5 million from a lower depletion rate per Mcfe offset by an increase of $8.1 million from the increase in production. The DD&A rate decreased to $8.17 per Boe for the nine months ended September 30, 2026 from $9.69 per Boe for the nine months ended September 30, 2025. The DD&A rate per Boe decreased primarily as a result of decreases in future development costs and increased proved reserves.
21
General and administrative expenses – G&A expenses increased $24.7 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to an increase of $20.4 million in share-based compensation costs and $3.5 million in legal and professional fees.
Other Income and Expense Items
The following table presents the components of other income and expense items for the periods presented and corresponding changes (in thousands):
| | Nine Months Ended September 30, | | | | ||||
| | 2026 | | 2025 | | | Change | ||
Interest expense, net | | $ | 27,373 | | $ | 27,495 | | $ | (122) |
Loss on extinguishment of debt | | | — | | | 15,015 | | | (15,015) |
Derivative loss (gain), net |
| | 42,230 | | | (13,398) |
| | 55,628 |
Other expense, net |
| | 1,334 | | | 11,122 |
| | (9,788) |
Income tax expense |
| | 1,767 | | | 48,994 |
| | (47,227) |
Derivative loss (gain), net – During the nine months ended September 30, 2026, we recorded a $42.2 million derivative loss for our oil derivative contracts consisting of $26.2 million of realized losses and $16.0 million of unrealized loss from the decrease in the fair value of our open contracts. During the nine months ended September 30, 2025, we recorded a $13.4 million derivative gain for our natural gas derivative contracts consisting of $15.5 million of realized gains offset by $2.1 million of unrealized loss from the decrease in the fair value of our open contracts.
Other expense, net – Other expense, net decreased $9.8 million for the nine months ended September 30, 2026 compared to the same period in 2025 primarily related to an accrual of additional expenses in the nine months ended September 30, 2025 for new abandonment obligations related to our assumption of decommissioning obligations when certain counterparties in past divestiture transactions or third parties in existing leases have filed for bankruptcy protection or may not be able to perform required abandonment obligations.
Income tax expense – Our effective tax rate for the nine months ended September 30, 2026 was (8.1)% and differed from the federal statutory rate primarily due to the impact of losses with no tax benefit, nondeductible compensation and adjustments to the valuation allowance. Our effective tax rate for the nine months ended September 30, 2025 was not meaningful and differed from the federal statutory rate primarily due to the recording of a valuation allowance against our net deferred tax assets.
Liquidity and Capital Resources
Liquidity Overview
Our primary liquidity needs are to fund capital and operating expenditures and strategic acquisitions to allow us to replace our oil and natural gas reserves, repay and service outstanding borrowings, operate our properties and satisfy our ARO. We have funded such activities in the past with cash on hand, net cash provided by operating activities, sales of property, securities offerings and bank and other borrowings, and expect to continue to do so in the future.
We expect to support our business requirements primarily with cash on hand and cash generated from operations. As of September 30, 2026, we had $191.3 million of unrestricted cash on hand and $43.4 million available under our Credit Agreement, based on a borrowing base of $50.0 million and $6.6 million of letters of credit outstanding. We also have up to approximately $68.1 million of availability through our “at-the-market” equity offering program, pursuant to which we may offer and sell shares of our common stock from time to time. Based on our current financial condition and current expectations of future market conditions, we believe our cash on hand, cash flows from operating activities and access to the equity markets from our “at-the-market” equity offering program will provide us with additional liquidity to continue our growth and will allow us to meet our cash requirements for at least the next 12 months and beyond.
22
We continuously review our liquidity and capital resources. If market conditions were to change, for instance due to uncertainty created by geopolitical events, a pandemic or a significant decline in oil and natural gas prices, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be negatively impacted.
Cash Flow Information
The following table summarizes cash flows provided by (used in) by type of activity for the following periods (in thousands):
| | Nine Months Ended September 30, | | | | ||||
| | 2026 | | 2025 | | | Change | ||
Operating activities | | $ | 72,520 | | $ | 51,303 | | $ | 21,217 |
Investing activities | |
| (27,148) | |
| 31,630 | |
| (58,778) |
Financing activities | |
| 5,325 | |
| (67,141) | |
| 72,466 |
Operating Activities
Our largest source of operating cash is collecting cash from customers and joint interest partners from sales of our products. The primary use of operating cash is to pay our suppliers, employees and others for a wide range of goods and services.
Net cash provided by operating activities increased $21.2 million in the nine months ended September 30, 2026 compared to the corresponding period in 2025. This was primarily due to a favorable change of $62.9 million in net loss adjusted for certain noncash items offset by an unfavorable change of $41.7 million in operating cash flows from changes in operating assets and liabilities. The favorable change in net loss adjusted for certain noncash items was primarily related to increases of $100.0 million in revenues offset by an increase of $35.1 million in derivative settlements. The unfavorable change in operating assets and liabilities is primarily related to higher ARO settlements and unfavorable changes in accounts receivable, accounts payable and accrued liabilities and other.
Investing Activities
Our principal recurring investing activity is the funding of acquisitions and investments in oil and natural gas properties to support and generate revenues from operations. Cash flows (used in) provided by investing activities were $(27.1) million and $31.6 million during the nine months ended September 30, 2026 and 2025, respectively. Investments in oil and natural gas properties were $26.9 million and $38.9 million during the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2025, we received $58.5 million in insurance proceeds and $11.9 million in proceeds from the sale of oil and natural gas properties. As we use the full cost method of accounting for our oil and natural gas properties, these proceeds were recorded in our full cost pool.
Financing Activities
Cash flows provided by (used in) financing activities were $5.3 million and $(67.1) million for the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026, we used $8.0 million in proceeds from our New TVPX Loan to repay the $8.0 million of balloon payment that was due at the maturity date of the TVPX Loan. In addition, we received $14.7 million in net proceeds from the sale of our common stock in connection with our “at-the-market” equity offering program. In connection with our debt refinancing in January 2025, we received $350.0 million in proceeds from the issuance of our 10.75% Notes and used these proceeds, along with cash on hand, to (i) purchase for cash, pursuant to a tender offer, $269.8 million of our 11.75% Senior Second Lien Notes due 2026 (the “11.75% Notes”); (ii) repay $114.2 million of amount outstanding under the credit agreement of certain of our indirect, wholly-owned subsidiaries; (iii) purchase $5.3 million of government securities to be used in the legal defeasance of the remaining principal of our 11.75% Notes not validly tendered and accepted for purchase in the tender offer; and (iv) pay $21.7 million in premiums, fees and debt issuance costs.
23
Capital Expenditures
The level of our investment in oil and natural gas properties changes from time to time depending on numerous factors, including the prices of oil, NGLs and natural gas, acquisition opportunities, liquidity and financing options and the results of our exploration and development activities.
The following table presents our capital expenditures for exploration, development, acquisitions and other leasehold costs (in thousands):
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Exploration and development | | | | | | |
Conventional shelf (1) | | $ | 7,260 | | $ | 31,765 |
Deepwater | | | 12,813 | | | 5,024 |
Acquisitions of interests | |
| — | |
| 711 |
Seismic and other | |
| 616 | |
| 4,656 |
Investments in oil and gas property/equipment – accrual basis | | $ | 20,689 | | $ | 42,156 |
| (1) | Includes exploration and development capital expenditures in Alabama state waters. |
In our view of the outlook for the remainder of 2026, we believe our expected level of capital expenditure will leave us with sufficient liquidity to operate our business, while providing liquidity to make strategic acquisitions. At current pricing levels, we expect our cash flows to cover our liquidity requirements, and we expect additional financing sources to be available if needed. If our liquidity becomes stressed from significant or prolonged reductions in realized prices, we have flexibility in our capital expenditure budget to reduce investments. We strive to maintain flexibility in our capital expenditure projects and if commodity prices improve, we may increase our investments.
Acquisitions
We have grown by making strategic acquisitions of producing properties in the Gulf of America. We seek opportunities where we can exploit additional drilling projects and reduce costs.
Any future acquisitions are subject to the completion of satisfactory due diligence, the negotiation and resolution of significant legal issues, the negotiation, documentation and completion of mutually satisfactory definitive agreements among the parties, the consent of our lenders, our ability to finance the acquisition and approval of our board of directors. We cannot guarantee that any such potential transaction would be completed on acceptable terms, if at all.
Asset Retirement Obligations
We have obligations to plug and abandon wells, remove platforms, pipelines, facilities and equipment and restore the land or seabed at the end of oil and natural gas production operations. Through the nine months ended September 30, 2026, we have paid $26.5 million related to these obligations. Our ARO estimates as of September 30, 2026 and December 31, 2025 were $580.8 million and $561.9 million, respectively. As our ARO estimates are for work to be performed in the future, and in the case of our non-current ARO, extend from one to many years in the future, actual expenditures could be substantially different than our estimates. See Part I, Item 1A. Risk Factors, of our 2025 Annual Report for additional information.
Debt
As of September 30, 2026, we have $358.0 million in aggregate principal amount of long-term debt outstanding, with $1.0 million in aggregate principal coming due over the next twelve months.
For additional information about our long-term debt, see Part I, Item 1. Financial Statements – Note 4 – Debt of this Quarterly Report and Part II, Item 8. Financial Statements and Supplementary Data, in our 2025 Annual Report.
24
Dividends
During the nine months ended September 30, 2026, we declared cash dividends of $4.9 million to holders of our common stock. The amount and frequency of future dividends is subject to the discretion of our board of directors and primarily depends on earnings, capital expenditures, debt covenants and various other factors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our major market risk exposure is the fluctuation of prices for oil, NGL and natural gas. These fluctuations have a direct impact on our revenues, earnings and cash flow. For example, assuming a 10% decline in our average realized oil, NGL and natural gas sales prices in the three and nine months ended September 30, 2026 and assuming no other items had changed, our revenue would have decreased by approximately $16.2 million and $46.8 million in the three and nine months ended September 30, 2026, respectively. This amount would be representative of the effect on operating cash flows under these price change assumptions.
We have attempted to mitigate commodity price risk and stabilize cash flows associated with our forecasted production through the use of swaps, purchased calls and purchased puts. Our derivatives will not mitigate all the commodity price risks of our forecasted production and, as a result, we will be subject to commodity price risks on our remaining forecasted production.
The following table summarizes the historical results of our derivatives:
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Oil ($/Bbl): | | | |
| | |
| | |
| | |
Average realized sales price, before the effects of derivative settlements | | $ | 85.06 | | $ | 64.62 | | $ | 84.31 | | $ | 66.44 |
Effects of realized commodity derivatives | |
| (7.52) | |
| — | |
| (6.86) | |
| — |
Average realized sales price, including realized commodity derivatives | | $ | 77.54 | | $ | 64.62 | | $ | 77.45 | | $ | 66.44 |
| | | | | | | | | | | | |
Natural Gas ($/Mcf) | |
| | |
| | |
| | |
| |
Average realized sales price, before the effects of derivative settlements | | $ | 4.00 | | $ | 3.68 | | $ | 4.22 | | $ | 3.93 |
Effects of realized commodity derivatives | |
| — | |
| 0.95 | |
| — | |
| 0.57 |
Average realized sales price, including realized commodity derivatives | | $ | 4.00 | | $ | 4.63 | | $ | 4.22 | | $ | 4.50 |
Our exposure to interest rate risk has not changed materially from the disclosures in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our 2025 Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
We have established disclosure controls and procedures designed to ensure that material information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC and that any material information relating to us is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, our management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives. In reaching a reasonable level of assurance, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
25
As required by Exchange Act Rule 13a-15(b), our CEO and CFO performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our CEO and CFO have each concluded that as of September 30, 2026, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that our controls and procedures are designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
During the quarter ended September 30, 2026, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
26
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part I, Item 1. Financial Statements – Note 5 – Commitments and Contingencies of this Quarterly Report for information on various legal proceedings to which we are a party or our properties are subject.
ITEM 1A. RISK FACTORS
In addition to the information set forth in this Quarterly Report, investors should carefully consider the risk factors and other cautionary statements included under Part I, Item 1A. Risk Factors, in our 2025 Annual Report, together with all of the other information included in this Quarterly Report, and in our other public filings, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Notwithstanding the matters discussed herein, there have been no material changes in our risk factors as previously disclosed in Part I, Item 1A. Risk Factors in our 2025 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2026,
27
ITEM 6. EXHIBITS
Exhibit | | Description |
|
|
|
3.1 |
| |
|
|
|
3.2 | | |
| | |
10.1 | | |
| | |
10.2 | | |
| | |
31.1* |
| |
|
|
|
31.2* |
| |
|
|
|
32.1** |
| Section 906 Certification of Chief Executive Officer and Chief Financial Officer |
|
|
|
101.INS* |
| Inline XBRL Instance Document |
|
|
|
101.SCH* |
| Inline XBRL Schema Document |
|
|
|
101.CAL* |
| Inline XBRL Calculation Linkbase Document |
|
|
|
101.DEF* |
| Inline XBRL Definition Linkbase Document |
|
|
|
101.LAB* |
| Inline XBRL Label Linkbase Document |
|
|
|
101.PRE* |
| Inline XBRL Presentation Linkbase Document |
|
|
|
104* |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
** | Furnished herewith. |
28
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 29, 2026.
| W&T OFFSHORE, INC. | |
|
| |
| By: | /s/ Sameer Parasnis |
|
| Sameer Parasnis |
|
| Executive Vice President and Chief Financial Officer |
29
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a – 14(a) AND 15d – 14(a)
OF §302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tracy W. Krohn, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of W&T Offshore, Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 29, 2026 | | /s/ Tracy W. Krohn |
| | Tracy W. Krohn |
| | Chairman, Chief Executive Officer, President and Director |
| | (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a – 14(a) AND 15d – 14(a)
OF §302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sameer Parasnis, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of W&T Offshore, Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 29, 2026 | /s/ Sameer Parasnis |
| Sameer Parasnis |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED
PURSUANT TO §906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of W&T Offshore, Inc. (the “Company”), hereby certifies, to the best of his or her knowledge, that the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 29, 2026 | | /s/ Tracy W. Krohn |
| | Tracy W. Krohn |
| | Chairman, Chief Executive Officer, President and Director |
| | (Principal Executive Officer) |
Date: October 29, 2026 | | /s/ Sameer Parasnis |
| | Sameer Parasnis |
| | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| |