Sec Form 13D Filing - Warburg Pincus & Co US LLC @ RING ENERGY, INC.

Sec Form 13D Filing - Warburg Pincus & Co US LLC filing for RING ENERGY, INC. (REI) - 2024-09-20

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Ring Energy, Inc.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

76680V108

(CUSIP Number)

Harsha Marti

General Counsel

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(212) 878-0600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 18, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus & Company US, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus Partners II (US), L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus (E&P) Energy LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus (E&P) Energy GP, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P)-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY &#x A0;
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS WP Energy Stronghold Holdings, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS WP Energy Partners Stronghold Holdings, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P) Partners-B, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P) Partners-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus (E&P) XII LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus (E&P) XII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus XII (E&P) Partners-2, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus XII (E&P) Partners-1, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS WP XII Stronghold Holdings, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS WP XII (E&P) Partners (A), L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS WP XII (E&P) Partners (B), L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus Private Equity (E&P) XII-E (A), L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus Private Equity (E&P) XII-D (A), L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus Private Equity (E&P) XII (A), L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus & Co.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

SC 13D/A


1		NAMES OF REPORTING PERSONS Warburg Pincus LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

¹	Based on 198,172,372 shares issued and outstanding as of August 6, 2024 based on information from the Issuer’s Quarterly Report on Form 10-Q filed on August 6, 2024.

Item 1. Security and Issuer.

This Amendment No. 4 to Schedule 13D (the “Statement”) relates to the shares of Common Stock, $0.001 par value per share (“Common Stock”), of Ring Energy, Inc., a Nevada corporation (the “Issuer”), whose principal executive office is located at 1725 Hughes Landing Blvd. Suite 900, The Woodlands, Texas 77380. This Amendment amends the Schedule 13D (the “Original Schedule 13D”), filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2022, Amendment No. 1, filed with the SEC on October 31, 2022 (“Amendment No. 1”), Amendment No. 2, filed with the SEC on August 25, 2023 (“Amendment No. 2,”), and Amendment No. 3, filed with the SEC on March 6, 2024 (“Amendment No. 3” and together with the Original Schedule 13D, the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 2. Identity and Background

(a)-(c), (f)

This Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)

Warburg Pincus Energy (E&P)-A, L.P.

(ii)

WP Energy Stronghold Holdings, L.P.

(iii)

WP Energy Partners Stronghold Holdings, L.P.

(iv)

Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC

(v)

Warburg Pincus Energy (E&P) Partners-A, L.P.

(vi)

Warburg Pincus Private Equity (E&P) XII (A), L.P.

(vii)

Warburg Pincus Private Equity (E&P) XII-D (A), L.P.

(viii)

Warburg Pincus Private Equity (E&P) XII-E (A), L.P.

(ix)

WP XII (E&P) Partners (A), L.P.

(x)

WP XII (E&P) Partners (B), L.P.

(xi)

WP XII Stronghold Holdings, L.P.

(xii)

Warburg Pincus XII (E&P) Partners-1, L.P.

(xiii)

Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC

(xiv)

Warburg Pincus Energy (E&P) Partners-B, L.P.

(xv)

Warburg Pincus (E&P) XII, L.P.

(xvi)

Warburg Pincus (E&P) XII LLC

(xvii)

Warburg Pincus XII (E&P) Partners-2, L.P.

(xviii)

Warburg Pincus Partners II (US), L.P.

(xix)

Warburg Pincus & Company US, LLC (“Warburg Pincus”)

(xx)

Warburg Pincus (E&P) Energy GP, L.P.

(xxi)

Warburg Pincus (E&P) Energy LLC

(xxii)

Warburg Pincus & Co.

(xxiii)

Warburg Pincus LLC

The principal business of the Reporting Persons is investing in securities, including securities of the Issuer. The principal business address of the Reporting Persons is c/oWarburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.

(d)-(e)

During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended as follows:

(a)– (b) The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein and is as of the date hereof. Such information assumes there are 198,172,372 shares of Common Stock outstanding as of August 6, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on Augu st 6, 2024.

The securities reported herein were previously received by the Reporting Persons pursuant to a distribution by Stronghold Energy II Operating, LLC (“Stronghold OpCo”) to its members on March 4, 2024, as disclosed in Amendment No. 3. On September 18, 2024, certain of the Reporting Persons sold an aggregate of 6,200,000 shares of Common Stock at a price of $1.64 per share pursuant to Rule 144 under the Securities Act of 1933 (the “Rule 144 Sale”), including: 1,750,260 shares sold by Warburg Pincus Energy (E&P)-A, L.P.; 1,116,930 shares sold by WP Energy Stronghold Holdings, L.P.; 91,450 shares sold by WP Energy Partners Stronghold Holdings, L.P.; 105,710 shares sold by Warburg Pincus Energy (E&P) Partners-A, L.P.; 35,650 shares sold by Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC; 1,132,895 shares sold by Warburg Pincus Private Equity (E&P) XII (A), L.P.; 27,187 shares sold by Warburg Pincus Private Equity (E&P) XII-D (A), L.P.; 41,137 shares sold by Warburg Pincus Private Equity (E&P) XII-E (A), L.P.; 74,090 shares sold by WP XII (E&P) Partners (A), L.P.; 1,616,309 shares sold by WP XII Stronghold Holdings, L.P.; 190,650 shares sold by Warburg Pincus XII (E&P) Partners-1, L.P.; and 17,732 shares sold by Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC.

Following the Rule 144 Sale, the shares of Common Stock are directly held as follows: 11,269,598 shares held by Warburg Pincus Energy (E&P)-A, L.P.; 7,191,704 shares held by WP Energy Stronghold Holdings, L.P.; 588,829 shares held by WP Energy Partners Stronghold Holdings, L.P.; 680,647 shares held by Warburg Pincus Energy (E&P) Partners-A, LP; 229,544 shares held by Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC; 7,294,499 shares held by Warburg Pincus Private Equity (E&P) XII (A), L.P.; 175,052 shares held by Warburg Pincus Private Equity (E&P) XII-D (A), L.P.; 264,873 shares held by Warburg Pincus Private Equity (E&P) XII-E (A), L.P.; 477,052 shares held by WP XII (E&P) Partners (A), L.P.; 10,407,112 shares held by WP XII Stronghold Holdings, L.P.; 1,227,560 shares held by Warburg Pincus XII (E&P) Partners-1, L.P.; and 114,173 shares held by Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC.

Warburg Pincus is the general partner of Warburg Pincus Partners II (US), L.P., which is the managing member of Warburg Pincus (E&P) Energy LLC and Warburg Pincus (E&P) XII LLC. Warburg Pincus (E&P) Energy LLC is the general partner of Warburg Pincus (E&P) Energy GP, L.P., which is the general partner of Warburg Pincus Energy (E&P)-A, L.P., WP Energy Stronghold Holdings, L.P., WP Energy Partners Stronghold Holdings, L.P., Warburg Pincus Energy (E&P) Partners-A, L.P., and Warburg Pincus Energy (E&P) Partners-B, L.P. Warburg Pincus Energy (E&P) Partners-B, L.P. is the managing member of Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC. Warburg Pincus (E&P) XII LLC is the general partner of Warburg Pincus (E&P) XII, L.P., which is the general partner of Warburg Pincus XII (E&P) Partners-1, L.P., Warburg Pincus XII (E&P) Partners-2, L.P., WP XII Stronghold Holdings, L.P., WP XII (E&P) Partners (A), L.P., WP XII (E&P) Partners (B), L.P., Warburg Pincus Private Equity (E&P) XII (A), L.P., Warburg Pincus Private Equity (E&P) XII-D (A), L.P., and Warburg Pincus Private Equity (E&P) XII-E (A), L.P. Warburg Pincus XII (E&P) Partners-2, L.P. is the managing member of Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC (Warburg Pincus and the other entities listed in this paragraph, collectively, the “Warburg Entities”). In such capacities, each of the Warburg Entities may be deemed to beneficially own the reported securities.

Pursuant to a Director Nomination Agreement, dated August 31, 2022, by and between , among others, the Issuer and Stronghold OpCo, Stronghold OpCo and its permitted transferees have the right to designate two directors to serve on the board of directors of the Issuer, subject to certain approval rights of the Issuer. One of the designated directors, Roy Ben-Dor, is a managing director of Warburg Pincus.

Each of the Reporting Persons and Roy Ben-Dor disclaims beneficial ownership of the securities reported herein (except for such securities directly held by such Reporting Person) and this report shall not be deemed an admission that the Reporting Persons or Roy Ben-Dor are the beneficial owners of such securities for purposes of Section 13 or for any other purposes.

(c) Except for the Rule 144 Sale, the Reporting Persons have not effected any transactions related to the Common Shares in the past 60 days.

(d) None.

(e) None.

Item 7. Materials to be Filed as Exhibits.


Exhibit I		Joint Filing Agreement amongst the Reporting Persons hereto, dated as of September 20, 2024.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 20, 2024


WARBURG PINCUS (E&P) ENERGY GP, L.P.

By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS (E&P) ENERGY LLC

By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS ENERGY (E&P)-A, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WARBURG PINCUS ENERGY (E&P) PARTNERS-A, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS PRIVATE EQUITY (E&P) XII (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS PRIVATE EQUITY (E&P) XII-D (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS PRIVATE EQUITY (E&P) XII-E (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner


By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WP XII (E&P) PARTNERS (A), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WP XII (E&P) PARTNERS (B), L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS XII (E&P) PARTNERS-1, L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS ENERGY (E&P) PARTNERS-B, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Authorized Signatory


WARBURG PINCUS (E&P) XII LLC

By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:

WARBURG PINCUS (E&P) XII, L.P.

By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS XII (E&P) PARTNERS-2, L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS PARTNERS II (US), L.P.

By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS & COMPANY US, LLC

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WP ENERGY STRONGHOLD HOLDINGS, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Waburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WP ENERGY PARTNERS STRONGHOLD HOLDINGS, L.P.

By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Waburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS ENERGY (E&P) PARTNERS-B STRONGHOLD, LLC

By:		Warburg Pincus Energy (E&P) Partners-B, L.P., its managing member
By:		Warburg Pincus (E&P) Energy GP, L.P., its general partner
By:		Warburg Pincus (E&P) Energy LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WP XII STRONGHOLD HOLDINGS, L.P.

By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:		Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory


WARBURG PINCUS XII (E&P) PARTNERS-2 STRONGHOLD, LLC

By:		Warburg Pincus XII (E&P) Partners-2, L.P., its managing member
By:		Warburg Pincus (E&P) XII, L.P., its general partner
By:	< /td>	Warburg Pincus (E&P) XII LLC, its general partner
By:		Warburg Pincus Partners II (US), L.P., its managing member
By:		Warburg Pincus & Company US, LLC, its general partner

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS & CO.

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

WARBURG PINCUS LLC

By:		/s/ Harsha Marti
Name:		Harsha Marti
Title:		Authorized Signatory

Schedule I

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”). Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP


NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS WITH THE REPORTING ENTITIES
Gregory C. Baecher		Partner of WP; Member and Managing Director of WP LLC
Lee Becker		Partner of WP; Member and Managing Director of WP LLC
Roy Ben-Dor		Partner of WP; Member and Managing Director of WP LLC
Damon Beyer		Partner of WP; Member and Managing Director of WP LLC
Anthony Robert Buonanno		Partner of WP; Member and Managing Director of WP LLC
Thomas Carella		Partner of WP; Member and Managing Director of WP LLC
Brian Chang		Partner of WP; Member and Managing Director of WP LLC
Ruoxi Chen		Partner of WP; Member and Managing Director of WP LLC
Mark M. Colodny		Partner of WP; Member and Managing Director of WP LLC
Casey Ryan Dalton		Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis		Partner of WP; Member and Managing Director of WP LLC
Peter Deming		Partner of WP; Member and Managing Director of WP LLC
Tony Eales		Partner of WP; Member and Managing Director of WP LLC
Adrienne Filipov		Partner of WP; Member and Managing Director of WP LLC
Eric Friedman		Partner of WP; Member and Managing Director of WP LLC
Bradford Garvey		Partner of WP; Member and Managing Director of WP LLC
Timothy F. Geithner		Partner of WP; Member, Managing Director and Chairman of WP LLC
Steven G. Glenn		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Goldfaden		Partner of WP; Member and Managing Director of WP LLC
Parag Gupta		Partner of WP; Member and Managing Director of WP LLC
Edward Y. Huang		Partner of WP; Member and Managing Director of WP LLC
Peter R. Kagan		Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye		Partner of WP; Member, Managing Director and Chairman of WP LLC
Deborah Kerr		Partner of WP; Member and Managing Director of WP LLC
Adam Krainson		Partner of WP; Member and Managing Director of WP LLC
Amr Kronfol		Partner of WP; Member and Managing Director of WP LLC
Rajveer Kushwaha		Partner of WP; Member and Managing Director of WP LLC
Zachary D. Lazar		Partner of WP; Member and Managing Director of WP LLC
Samuel Lipsick		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Luse		Partner of WP; Member and Managing Director of WP LLC
Harsha Marti		Partner of WP; Member and Managing Director of WP LLC
Vishnu Menon		Partner of WP; Member and Managing Director of WP LLC
Douglas Musicaro		Partner of WP; Member and Managing Director of WP LLC
James Neary		Partner of WP; Member and Managing Director of WP LLC
James O’Gara		Partner of WP; Member and Managing Director of WP LLC
Parag K. Gupta		Partner of WP; Member and Managing Director of WP LLC
Michael Pan		Partner of WP; Member and Managing Director of WP LLC
Andrew Park		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Perlman		Managing General Partner of WP; Managing Member and Chief Executive Officer of WP LLC
Charles Redlick		Partner of WP; Member and Managing Director of WP LLC


Chandler Reedy		Partner of WP; Member and Managing Director of WP LLC
John Rowan		Partner of WP; Member and Managing Director of WP LLC
Justin L. Sadrian		Partner of WP; Member and Managing Director of WP LLC
Todd Schell		Partner of WP; Member and Managing Director of WP LLC
Gaurav Seth		Partner of WP; Member and Managing Director of WP LLC
John W. Shearburn		Partner of WP; Member and Managing Director of WP LLC
Richard Siewert		Partner of WP; Member and Managing Director of WP LLC
Ashutosh Somani		Partner of WP; Member and Managing Director of WP LLC
David Sreter		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Stein		Partner of WP; Member and Managing Director of WP LLC
Alexander Stratoudakis		Partner of WP; Member and Managing Director of WP LLC
Jacob Strauss		Partner of WP; Member and Managing Director of WP LLC
Shari Tepper		Partner of WP; Member and Managing Director of WP LLC
Christopher H. Turner		Partner of WP; Member and Managing Director of WP LLC
James W. Wilson		Partner of WP; Member and Managing Director of WP LLC
Daniel Zamlong		Partner of WP; Member and Managing Director of WP LLC
Daniel Zilberman		Partner of WP; Member and Managing Director of WP LLC
Lauren Zletz		Partner of WP; Member and Managing Director of WP LLC
WP & Co. Partners, L.P.*
Warburg Pincus Principal Partnership, L.P.**

*	New York limited partnership; primary activity is ownership interest in WP

**	Delaware limited partnership; primary activity is ownership interest in WP

MEMBERS OF WP LLC


NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES
Saurabh Agarwal (1)		Member and Managing Director of WP LLC
Jonas Agesand (2)		Member and Managing Director of WP LLC
Gregory C. Baecher		Member and Managing Director of WP LLC; Partner of WP
Lee Becker		Member and Managing Director of WP LLC; Partner of WP
Roy Ben-Dor		Member and Managing Director of WP LLC; Partner of WP
Damon Beyer		Member and Managing Director of WP LLC; Partner of WP
Anthony Robert Buonanno		Member and Managing Director of WP LLC; Partner of WP
Thomas Carella		Member and Managing Director of WP LLC; Partner of WP
Brian Chang		Member and Managing Director of WP LLC; Partner of WP
Ruoxi Chen		Member and Managing Director of WP LLC; Partner of WP
Julian Cheng (5)		Member and Managing Director of WP LLC
Mark M. Colodny		Member and Managing Director of WP LLC; Partner of WP
Casey Ryan Dalton		Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis		Member and Managing Director of WP LLC; Partner of WP
Peter Deming		Member and Managing Director of WP LLC; Partner of WP
Yi Ding (4)		Member and Managing Director of WP LLC
Yilong Du (5)		Member and Managing Director of WP LLC
Min Fang (4)		Member and Managing Director of WP LLC
Tony Eales		Member and Managing Director of WP LLC; Partner of WP
Adrienne Filipov		Member and Managing Director of WP LLC; Partner of WP
Max Fowinkel (3)		Member and Managing Director of WP LLC
Eric Friedman		Member and Managing Director of WP LLC; Partner of WP
Bradford Garvey		Member and Managing Director of WP LLC; Partner of WP
Timothy F. Geithner		Member, Managing Director and Co-Chair of WP LLC; Partner of WP
Steven G. Glenn		Member and Managing Director of WP LLC; Partner of WP
Jeffrey G. Goldfaden		Member and Managing Director of WP LLC; Partner of WP
Parag K. Gupta		Member and Managing Director of WP LLC; Partner of WP
Edward Y. Huang		Member and Managing Director of WP LLC; Partner of WP
Faisal Jamil (6)		Member and Managing Director of WP LLC
Peter R. Kagan		Member and Managing Director of WP LLC; Partner of WP
Charles R. Kaye		Member and Co-Chair of WP LLC; Partner of WP
Deborah Kerr		Member and Managing Director of WP LLC; Partner of WP
Adam Krainson		Member and Managing Director of WP LLC; Partner of WP
Amr Kronfol		Member and Managing Director of WP LLC; Partner of WP
Rajveer Kushwaha		Member and Managing Director of WP LLC; Partner of WP
Zachary D. Lazar		Member and Managing Director of WP LLC; Partner of WP
Samuel Lipsick		Member and Managing Director of WP LLC; Partner of WP
Jeffrey Luse		Member and Managing Director of WP LLC; Partner of WP
Vishal Mahadevia		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Harsha Marti		Member and Managing Director of WP LLC; Partner of WP
Michael Martin		Member and Managing Director of WP LLC; Partner of WP
Vishnu Menon		Member and Managing Director of WP LLC; Partner of WP
Henrique Muramoto (8)		Member and Managing Director of WP LLC
Douglas Musicaro		Member and Managing Director of WP LLC; Partner of WP
James Neary		Member and Managing Director of WP LLC; Partner of WP
Hoi Ying Ng (5)		Member and Managing Director of WP LLC
René Obermann (3)		Member and Managing Director of WP LLC
James O’Gara		Member and Managing Director of WP LLC; Partner of WP


Narendra Ostawal (1)		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Michael Pan		Member and Managing Director of WP LLC; Partner of WP
Andrew Park		Member and Managing Director of WP LLC; Partner of WP
Jeffrey Perlman		Member and Managing Director of WP LLC; Partner of WP
Charles Redlick		Member and Managing Director of WP LLC; Partner of WP
Chandler Reedy		Member and Managing Director of WP LLC; Partner of WP
David Reis (3)		Member and Managing Director of WP LLC
John Rowan		Member and Managing Director of WP LLC; Partner of WP
Justin L. Sadrian		Member and Managing Director of WP LLC; Partner of WP
Anish Saraf (1)		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Adarsh Sarma		Member and Managing Director of WP LLC
Viraj Sawhney (1)		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Todd Schell		Member and Managing Director of WP LLC; Partner of WP
Gaurav Seth		Member and Managing Director of WP LLC; Partner of WP
Richard Siewert		Member and Managing Director of WP LLC; Partner of WP
Leo Long Shi (4)		Member and Managing Director of WP LLC
Ashutosh Somani		Member and Managing Director of WP LLC; Partner of WP
David Sreter		Member and Managing Director of WP LLC; Partner of WP
Jeffrey Stein		Member and Managing Director of WP LLC; Partner of WP
Alexander Stratoudakis		Member and Managing Director of WP LLC; Partner of WP
Jacob Strauss		Member and Managing Director of WP LLC; Partner of WP
Shari Tepper		Member and Managing Director of WP LLC; Partner of WP
Michael Thompson (6)		Member and Managing Director of WP LLC
Christopher H. Turner		Member and Managing Director of WP LLC; Partner of WP
Zhen Wei (5)		Member and Managing Director of WP LLC
James W. Wilson		Member and Managing Director of WP LLC; Partner of WP
Bo Xu (4)		Member and Managing Director of WP LLC
Daniel Zamlong		Member and Managing Director of WP LLC; Partner of WP
Lei Zhang (4)		Member and Managing Director of WP LLC
Qiqi Zhang (4)		Member and Managing Director of WP LLC
Langlang Zhou (4)		Member and Managing Director of WP LLC
Lilian Zhu (4)		Member and Managing Director of WP LLC
Daniel Zilberman		Member and Managing Director of WP LLC; Partner of WP
Lauren Zletz		Member and Managing Director of WP LLC; Partner of WP

(1)

Citizen of India

(2)

Citizen of Sweden

(3)

Citizen of Germany

(4)

Citizen of China

(5)

Citizen of Hong Kong

(6)

Citizen of United Kingdom

(7)

Citizen of Italy

(8)

Citizen of Brazil

As of September 20, 2024

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

39,920,643

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

39,920,643