SandRidge Energy (NYSE: SD) plans $65M Cherokee Play asset acquisition
Rhea-AI Filing Summary
SandRidge Energy, Inc. has entered into a definitive Purchase and Sale Agreement for its subsidiary to acquire certain producing oil and gas properties and related assets in the Cherokee Play in the Mid-Continent region for $65 million in cash at closing, before customary adjustments. The sellers are Rockies Resources Holdings LLC and Rockies Resources Agent Corp. The agreement also provides for three contingent earn-out payments of $2 million each, tied to West Texas Intermediate crude oil price thresholds between July 1, 2026 and December 31, 2027. The transaction is expected to close in the third quarter of 2026 and be funded with cash on hand, with SandRidge highlighting that it intends to maintain a meaningful cash balance to support future strategic initiatives and its return of capital program.
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Insights
SandRidge is using cash to expand its Cherokee Play footprint via a $65M deal with oil‑price‑linked earn‑outs.
SandRidge Energy agreed to acquire producing assets and leasehold interests in the Cherokee Play for $65 million in cash at closing, plus up to three contingent earn-out payments of $2 million each. The assets directly offset SandRidge’s existing drilling and leasing programs in the Mid-Continent.
The earn-outs depend on average daily West Texas Intermediate prices exceeding specified thresholds between July 1, 2026 and December 31, 2027, shifting part of the consideration into a commodity-linked structure. Management states the deal will be funded with cash on hand while preserving a meaningful remaining cash balance.
Executives emphasize that the acquisition adds liquids-weighted production and drilling inventory in an area where the company reports strong operational results and a multiyear safety record. Actual financial impact will hinge on realized oil prices over the earn-out period, performance of the acquired assets, and successful integration into existing Cherokee operations.
8-K Event Classification
Key Figures
Key Terms
Material Definitive Agreement regulatory
Purchase and Sale Agreement financial
earn-out payments financial
forward-looking statements regulatory
customary closing conditions financial
return of capital program financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 26, 2026, SandRidge Exploration and Production, LLC, a Delaware limited liability company (the “Purchaser”) and a wholly owned subsidiary of SandRidge Energy, Inc. (the “Company”), entered into a Purchase and Sale Agreement, dated June 26, 2026, by and among Rockies Resources Holdings LLC, a Delaware limited liability company, and Rockies Resources Agent Corp., a Delaware corporation, as agent for Rockies Resources Holdings LLC (each of the foregoing, a “Seller” and collectively, the “Sellers”) (the “Purchase Agreement”), providing for the Purchaser’s acquisition of the Sellers’ right, title and interest in certain oil and gas properties and related assets and contracts (the “Assets”).
Pursuant to the Purchase Agreement, the Assets will be acquired for $65,000,000 in cash consideration at closing, subject to customary purchase price adjustments, and three contingent earn-out payments of $2,000,000 each, based on exceeding the average daily spot price for West Texas Intermediate crude oil at certain price thresholds beginning July 1, 2026 and ending December 31, 2027. The Purchase Agreement contains representations, warranties and covenants that are customary of oil and gas purchase and sale agreements. The transaction is expected to be funded with cash on hand and is anticipated to close in the third quarter of 2026, subject to the satisfaction of customary closing conditions.
A copy of the Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated by reference herein. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to Exhibit 2.1.
Item 7.01 Regulation FD Disclosure.
On June 29, 2026, the Company issued a press release, attached hereto as Exhibit 99.1, announcing the entry into the Purchase Agreement (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information and exhibit set forth in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Purchase and Sale Agreement, dated June 26, 2026, by and among SandRidge Exploration and Production, LLC, Rockies Resources Holdings LLC and Rockies Resources Agent Corp.* | |
| 99.1 | Press Release, dated June 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any such omitted exhibit or schedule to the Securities and Exchange Commission upon request. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SandRidge Energy, Inc. | ||
| Dated: June 29, 2026 | By: | /s/ Jonathan Frates |
| Name: | Jonathan Frates | |
| Title: | Executive Vice President and Chief Financial Officer | |
2
Exhibit 99.1
NEWS RELEASE
SANDRIDGE ENERGY, INC. ANNOUNCES ENTRY INTO DEFINITIVE AGREEMENT TO ACQUIRE ASSETS IN THE CHEROKEE PLAY
Oklahoma City, Oklahoma, June 29, 2026 /PRNewswire/ – SandRidge Energy, Inc. (the “Company” or “SandRidge”) (NYSE: SD) today announced the entry into a definitive agreement to acquire certain producing assets and leasehold interests in the Cherokee Play in the Mid-Continent region for cash consideration of $65 million, before customary purchase price adjustments and potential post-closing adjustments.(1)
Acquisition Highlights
| ● | Acquisition assets located within the Mid-Continent region, directly offsetting SandRidge’s current drilling operations and leasing program |
| ● | Net production of ~3.0 MBoed (~43% oil) and ~7,000 net leasehold acres provide additional inventory and expand efficient operations in the area |
| ● | Includes interests in 21 wells and eight proven development locations |
| ● | Immediately accretive to key metrics, including production, EBITDA and free cash flow(2) |
| ● | Oily PDP production and new development are projected to further increase SandRidge’s liquids mix on a pro forma basis |
| ● | May 1, 2026 effective date with anticipated closing in the third quarter 2026. SandRidge plans to fund the transaction with cash on hand |
Grayson Pranin, SandRidge’s President & Chief Executive Officer, commented on the acquisition:
“We’re excited to continue expanding our footprint in the Mid-Continent by bolstering our inventory with quality bolt-on production and acreage that immediately offsets the area of our current drilling and leasing programs. Our team has delivered strong results in the Cherokee since entering the play in 2024, and this acquisition provides an opportunity to further expand our efficient operations in this high-quality area while striving to maintain our impressive record of more than four years without a recordable safety incident.
SandRidge is uniquely positioned to fund this transaction with cash on hand while keeping a meaningful cash balance post-close to support future strategic initiatives, the Company’s return of capital program and other uses.”
Vince Intrieri, Chairman of SandRidge’s Board of Directors, further commented:
“This is the second sizeable asset acquisition for the Company in the Cherokee Play as the team continues to make tremendous progress expanding its strong position in the area. Adding assets to the portfolio that further increase SandRidge’s liquids mix and add quality drilling inventory will help the team continue to create value.”
Legal Advisor
Sidley Austin LLP is serving as SandRidge’s legal advisor for the transaction.
Contact Information
Investor Relations
SandRidge Energy, Inc.
1 E. Sheridan Ave. Suite 500
Oklahoma City, OK 73104
investors@sandridgeenergy.com
About SandRidge Energy, Inc.
SandRidge Energy, Inc. (NYSE: SD) is an independent oil and gas company engaged in the production, development, and acquisition of oil and gas properties. Its primary area of operation is the Mid-Continent region in Oklahoma, Texas, and Kansas. Further information can be found at sandridgeenergy.com.
| (1) | Potential post-closing adjustments may include earn-outs of up to $6 million paid to seller based on certain predetermined average future WTI prices. |
| (2) | EBITDA and free cash flow are non-GAAP financial measures. For reconciliations of non-GAAP measures to the most relevant GAAP measure, please see the Company’s website (sandridgeenergy.com). |
Cautionary Note to Investors - This press release 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. These forward-looking statements are neither historical facts nor assurances of future performance and reflect SandRidge’s current beliefs and expectations regarding future events and operating performance. The forward-looking statements include projections and estimates of the Company’s corporate strategies, anticipated financial impacts of the proposed transaction, future operations, development plans and appraisal programs, drilling inventory and locations, estimated oil, natural gas and natural gas liquids production, price realizations and differentials. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the possibility that the transaction does not close or that the closing may be delayed because conditions to the closing may not be satisfied, the performance of the acquired interests, the volatility of oil and natural gas prices, our success in discovering, estimating, developing and replacing oil and natural gas reserves, actual decline curves and the actual effect of adding compression to natural gas wells, the availability and terms of capital, the ability of counterparties to transactions with us to meet their obligations, our timely execution of hedge transactions, credit conditions of global capital markets, changes in economic conditions, the amount and timing of future development costs, the availability and demand for alternative energy sources, regulatory changes, including those related to carbon dioxide and greenhouse gas emissions, and other factors, many of which are beyond our control. We refer you to the discussion of risk factors in Part I, Item 1A - “Risk Factors” of our Annual Report on Form 10-K and in comparable “Risk Factor” sections of our Quarterly Reports on Form 10-Q filed after such form 10-K. All of the forward-looking statements made in this press release are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on our Company or our business or operations. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, except as required by law.
SandRidge Energy, Inc. (NYSE: SD) is an independent oil and gas company engaged in the production, development, and acquisition of oil and gas properties. Its primary area of operations is the Mid-Continent region in Oklahoma, Texas, and Kansas. Further information can be found at sandridgeenergy.com.