Annual report [Section 13 and 15(d), not S-K Item 405]

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12 Months Ended
Dec. 31, 2025
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NOTE 16 RELATED PARTIES

Related Party Transactions with Affiliates of the CEO

The Company has entered into transactions with related parties either controlled by the Company’s CEO or in which he has an ownership interest.

In May 2023, the Company acquired a corporate aircraft from a company affiliated with and controlled by the Company’s CEO. The purchase price of the aircraft was $19.1 million, which was paid using $9.0 million of cash on hand and through the assumption of the TVPX Loan (see Note 4 – Debt). The terms of this transaction were reviewed and approved by the Audit Committee of the Company’s board of directors.

Prior to the Company’s purchase of the aircraft, the Company used this aircraft for business purposes, and the CEO also used the aircraft for personal purposes. Both the Company’s use of the aircraft for business purposes and the CEO’s unlimited use for personal purposes were paid for by the Company pursuant to the CEO’s prior employment agreement. Airplane services transactions were approximately $0.2 million during 2023.

On May 14, 2023, the Company adopted its aircraft use policy, which was amended and restated on January 1, 2024 (the “Aircraft Policy”). Under the Aircraft Policy, certain costs of executive officers’ personal travel on the Company’s corporate aircraft (including the personal travel of family and guests) are either paid directly by the executive officer on at least an annual basis or, in certain cases, reimbursed to the Company, in each case, in accordance with the Aircraft Policy. Direct payments are due to the air carrier in accordance with the air carrier’s terms.

An entity owned by the Company’s CEO has ownership interests in certain wells in which the Company does not have an ownership interest. These wells are covered under the Company’s insurance policy. The entity reimburses the Company for its proportionate share of insurance premiums related to these wells and, when insurance proceeds are collected related to damage, those costs are disbursed as applicable. In addition, the entity reimburses the Company for certain administrative costs incurred during the year. Reimbursements from such company totaled $0.3 million, $0.3 million and $0.4 million during 2025, 2024 and 2023, respectively, and are included on the Company’s Consolidated Statements of Operations as a reduction to general and administrative expenses.

A company that provides marine transportation and logistics services to the Company employs the spouse of the Company’s CEO. The rates charged for these marine and transportation services were generally either equal to or below rates charged by non-related, third-party companies and/or otherwise determined to be of the best value to the Company. Payments to such company totaled $23.0 million, $20.3 million and $16.5 million during 2025, 2024 and 2023, respectively. The spouse received commissions of approximately $0.2 million, $0.1 million and $0.1 million during 2025, 2024 and 2023. These commissions were partially based on services rendered to the Company.

An entity controlled by the Company’s CEO purchased $22.0 million in aggregate principal amount of the 10.75% Notes on the same terms as the other purchasers.

An entity indirectly owned and controlled by the Company’s CEO was the sole lender under the Legacy Credit Agreement (see Note 4 – Debt). The entity earned commitment fees, equal to 3.0% of the unused borrowing base lending commitment, of $0.1 million, $1.5 million and $1.5 million in 2025, 2024 and 2023, respectively.