VAALCO Energy(EGY) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Unaudited condensed consolidated financial statements and notes for VAALCO Energy, Inc. for Q2 2025 and FY2024 Condensed Consolidated Balance Sheets | Metric | As of June 30, 2025 (in thousands) | As of December 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------- | :----------------------------------- | | Assets | | | | Total current assets | $223,729 | $237,927 | | Crude oil, natural gas and NGLs properties and equipment, net | $587,263 | $538,103 | | Total assets | $964,922 | $954,950 | | Liabilities | | | | Total current liabilities | $160,917 | $181,728 | | Long-term debt | $60,000 | $— | | Total liabilities | $453,363 | $453,367 | | Shareholders' Equity | | | | Total shareholders' equity | $511,559 | $501,583 | - Total assets increased by approximately $10 million from December 31, 2024, to June 30, 2025, primarily driven by an increase in crude oil, natural gas, and NGLs properties and equipment, net, which rose by $49.16 million[10] - Long-term debt increased significantly from $0 at December 31, 2024, to $60 million at June 30, 2025, reflecting new borrowings under the 2025 RBL Facility[10] Condensed Consolidated Statements of Operations and Comprehensive Income | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Crude oil, natural gas and NGLs sales | $96,893 | $116,778 | $207,222 | $216,933 | | Total operating costs and expenses | $79,711 | $96,510 | $163,846 | $162,993 | | Operating income | $17,182 | $20,400 | $43,376 | $53,906 | | Net income | $8,380 | $28,151 | $16,111 | $35,837 | | Basic net income per share | $0.08 | $0.27 | $0.15 | $0.34 | | Diluted net income per share | $0.08 | $0.27 | $0.15 | $0.34 | - Net income decreased significantly for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to lower revenues and higher interest expenses[12] - Crude oil, natural gas, and NGLs sales decreased by 17% for the three months and 4% for the six months ended June 30, 2025, compared to the prior year, mainly due to lower realized prices and reduced sales volumes in certain segments[12] Condensed Consolidated Statements of Shareholders' Equity | Metric | Balance at January 1, 2025 (in thousands) | Balance at June 30, 2025 (in thousands) | Balance at January 1, 2024 (in thousands) | Balance at June 30, 2024 (in thousands) | | :-------------------------------- | :---------------------------------------- | :-------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Total Shareholders' Equity | $501,583 | $511,559 | $478,782 | $493,648 | | Net income (Q2 2025) | N/A | $8,380 | N/A | $28,151 | | Dividend distributions (Q2 2025) | N/A | $(6,557) | N/A | $(6,579) | | Other comprehensive loss (Q2 2025) | N/A | $4,759 | N/A | $(1,068) | - Total shareholders' equity increased from $501.6 million at January 1, 2025, to $511.6 million at June 30, 2025, driven by net income and other comprehensive income, partially offset by dividend distributions and treasury stock purchases[13] - Dividend distributions for the three months ended June 30, 2025, were $6.56 million, consistent with $6.58 million for the same period in 2024[13][14] Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $51,049 | $21,394 | | Net cash used in investing activities | $(107,460) | $(48,687) | | Net cash provided by (used in) financing activities | $32,922 | $(23,567) | | Net change in cash, cash equivalents and restricted cash | $(23,393) | $(51,093) | | Cash, cash equivalents and restricted cash at end of period | $74,333 | $78,085 | - Net cash provided by operating activities increased significantly to $51.05 million for the six months ended June 30, 2025, from $21.39 million in the prior year, primarily due to changes in operating assets and liabilities, including increased collections from Egypt receivables[15][96] - Net cash used in investing activities increased to $107.46 million in 2025 from $48.69 million in 2024, driven by development drilling programs in Egypt and project costs for Gabon and Côte d'Ivoire[15][97] - Financing activities shifted from a net use of $23.57 million in 2024 to a net provision of $32.92 million in 2025, mainly due to $60 million in proceeds from borrowings under the 2025 RBL Facility[15][98] Notes to Condensed Consolidated Financial Statements 1. Organization and Accounting Policies - Vaalco Energy, Inc. is a Houston, Texas-based independent energy company focused on the acquisition, exploration, development, and production of crude oil, natural gas, and NGLs properties, with a diversified African-focused asset portfolio in Gabon, Egypt, Côte d'Ivoire, Nigeria, Equatorial Guinea, and producing properties in Canada[18] Credit Loss Allowance Changes (in thousands): | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Balance at beginning of period | $(2,527) | $(7,829) | $(2,554) | $(6,029) | | Credit losses and other | $(326) | $(3,341) | $(637) | $(5,153) | | Credit recoveries and other | $297 | $— | $635 | $— | | Foreign currency gain | $— | $(1,434) | $— | $(1,422) | | Balance at end of period | $(2,556) | $(12,604) | $(2,556) | $(12,604) | 2. New Accounting Standards - The FASB issued new guidance in December 2023 to improve income tax disclosures, effective for annual periods beginning after December 15, 2024. The Company is evaluating its impact[25] - ASU 2024-03, issued in November 2024, requires disaggregation of income statement expenses, effective for annual periods beginning after December 15, 2026, and interim periods after December 15, 2027. Early adoption is permitted, and the Company is evaluating its impact[26] 3. Acquisitions - In March 2025, the Company farmed into the CI-705 block offshore Côte d'Ivoire, becoming the operator with a 70% working interest and 100% paying interest for approximately $3.0 million[27] - In February 2025, the Company acquired the Baobab FPSO in Côte d'Ivoire for a total purchase price of $20.0 million, with a net cost to the Company of approximately $5.5 million[28] - The Svenska Acquisition was completed on April 30, 2024, for a net adjusted purchase price of $40.2 million, resulting in an initial bargain purchase gain of $19.9 million, later reduced by $6.4 million due to purchase price allocation adjustments[29][30] 4. Segment Information - The Company's operations are segmented geographically across Gabon, Egypt, Côte d'Ivoire, Canada, Nigeria, and Equatorial Guinea, with performance evaluated primarily based on Operating income (loss)[35] Operating Income (Loss) by Segment (Three Months Ended June 30, 2025, in thousands): | Segment | Operating Income (Loss) | | :---------------- | :---------------------- | | Gabon | $20,658 | | Egypt | $10,845 | | Canada | $(972) | | Equatorial Guinea | $(798) | | Côte d'Ivoire | $(4,428) | | Corporate and Other | $(8,123) | | Total | $17,182 | Operating Income (Loss) by Segment (Six Months Ended June 30, 2025, in thousands): | Segment | Operating Income (Loss) | | :---------------- | :---------------------- | | Gabon | $37,194 | | Egypt | $24,672 | | Canada | $(297) | | Equatorial Guinea | $(1,473) | | Côte d'Ivoire | $(489) | | Corporate and Other | $(16,231) | | Total | $43,376 | 5. Earnings Per Share Net Income Per Share (Three Months Ended June 30): | Metric | 2025 | 2024 | | :---------------------------------- | :--- | :--- | | Basic net income per share | $0.08 | $0.27 | | Diluted net income per share | $0.08 | $0.27 | Net Income Per Share (Six Months Ended June 30): | Metric | 2025 | 2024 | | :---------------------------------- | :--- | :--- | | Basic net income per share | $0.15 | $0.34 | | Diluted net income per share | $0.15 | $0.34 | Weighted Average Shares Outstanding (in thousands): | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Basic weighted average shares outstanding | 103,936 | 103,528 | 103,848 | 103,594 | | Diluted weighted average shares outstanding | 103,958 | 103,676 | 103,872 | 103,677 | 6. Revenue - The Company's oil entitlement under Production Sharing Contracts (PSCs) in Gabon, Egypt, Côte d'Ivoire, and Equatorial Guinea is generally the sum of cost oil, profit oil, and excess cost oil, with royalties paid out of the government's share of production[44][45][46] Net Revenues by Segment (Three Months Ended June 30, in thousands): | Segment | 2025 | 2024 | | :-------------- | :----- | :----- | | Gabon | $58,567 | $53,674 | | Egypt | $33,257 | $35,481 | | Canada | $4,715 | $10,384 | | Côte d'Ivoire | $353 | $17,240 | Net Revenues by Segment (Six Months Ended June 30, in thousands): | Segment | 2025 | 2024 | | :-------------- | :----- | :----- | | Gabon | $110,754 | $111,178 | | Egypt | $67,177 | $72,442 | | Canada | $10,895 | $16,073 | | Côte d'Ivoire | $18,396 | $17,240 | 7. Crude Oil, Natural Gas and NGLs Properties and Equipment, Net Crude Oil, Natural Gas and NGLs Properties and Equipment, Net (in thousands): | Category | As of June 30, 2025 | As of December 31, 2024 | | :------------------------------------------ | :------------------ | :-------------------- | | Wells, platforms and other production facilities | $1,617,365 | $1,593,243 | | Work-in-progress | $105,131 | $44,517 | | Unproved properties | $66,576 | $60,761 | | Capitalized equipment, spare parts and other | $90,165 | $75,581 | | Total gross properties and equipment | $1,879,237 | $1,774,102 | | Accumulated depreciation, depletion, amortization and impairment | $(1,291,974) | $(1,235,999) | | Net properties and equipment | $587,263 | $538,103 | - Net crude oil, natural gas, and NGLs properties and equipment increased by $49.16 million from December 31, 2024, to June 30, 2025, primarily due to an increase in work-in-progress and wells, platforms, and other production facilities[55] 8. Derivatives and Fair Value - The Company uses commodity derivative instruments (swaps, costless collars, put options) to hedge price risk for a portion of its anticipated oil and gas production, primarily with counterparties that are also lenders under the 2025 RBL Facility[56][102] Outstanding Derivative Contracts as of June 30, 2025: | Instrument | Index | July-Sep 2025 | Oct-Dec 2025 | Jan-Mar 2026 | Apr-Jun 2026 | | :-------------------------- | :---------- | :------------ | :----------- | :----------- | :----------- | | Crude oil Swaps | Dated Brent | 100,000 Bbls | — | — | — | | Weighted avg fixed price ($/Bbl) | | $65.45 | — | — | — | | Crude oil Collars | Dated Brent | 405,000 Bbls | 480,000 Bbls | 400,000 Bbls | 360,000 Bbls | | Weighted avg floor price ($/Bbl) | | $63.02 | $60.83 | $62.29 | $61.88 | | Weighted avg ceiling price ($/Bbl) | | $74.36 | $67.81 | $68.63 | $67.95 | | Natural Gas Swaps | AECO 7A | 342,000 GJs | 114,000 GJs | — | — | | Weighted avg fixed price (CAD/GJ) | | $2.15 | $2.15 | — | — | Derivative Instruments Gain (Loss), Net (in thousands): | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | $400 | $257 | | Six Months Ended June 30, | $326 | $(590) | 9. Current Accrued Liabilities and Other Accrued Liabilities and Other Balances (in thousands): | Category | As of June 30, 2025 | As of December 31, 2024 | | :------------------------------ | :------------------ | :-------------------- | | Accrued accounts payable invoices | $33,429 | $48,913 | | State oil liability | $18,244 | $19,616 | | Accrued capital expenditures | $14,763 | $8,923 | | Egypt modernization payable | $9,555 | $9,933 | | Gabon contractual obligations | $7,611 | $6,977 | | Accrued wages and other compensation | $4,496 | $4,956 | | Seismic data | $4,975 | $2,455 | | Asset retirement obligation, current portion | $183 | $1,174 | | Other | $6,637 | $4,763 | | Total accrued liabilities and other | $99,893 | $107,710 | - Total accrued liabilities and other decreased by $7.82 million from December 31, 2024, to June 30, 2025, primarily due to a reduction in accrued accounts payable invoices and the settlement of the Backdated Receivables[58][147][165] 10. Commitments and Contingencies - The Company has a cash funding arrangement for abandonment of offshore wells, platforms, and facilities on the Etame Marin block in Gabon, with $10.7 million ($6.3 million net to Vaalco) funded as of June 30, 2025[59][110] - The share buyback program, which allowed for up to $30 million in common stock purchases, was completed on March 12, 2024, with 6,797,711 shares purchased at an average price of $4.41 per share[60] - Under the Merged Concession Agreement in Egypt, the Company is required to make a $10.0 million annual modernization payment to EGPC through February 1, 2026. The 2025 payment was offset against receivables, with one further payment due in 2026[61][113] - The Company has exceeded its five-year minimum financial work commitments of $50 million in Egypt, with any excess carrying forward to offset against subsequent five-year commitments[61][114] 11. Debt - In April 2025, the Company drew down $60.0 million under the 2025 RBL Facility, accruing interest at 10.8% per annum (Term SOFR plus 6.5% margin) and due within three months, with a rollover option[63] - As of June 30, 2025, $60.0 million was outstanding under the 2025 RBL Facility, compared to no outstanding borrowings at December 31, 2024[64] - The 2025 RBL Facility has aggregate commitments of $190.0 million and an initial borrowing base of $184.0 million (increased from $182.0 million), with $126.6 million of available borrowing capacity as of June 30, 2025[67] 12. Income Taxes Effective Tax Rate (excluding discrete items): | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | 52.91% | 43.78% | | Six Months Ended June 30, | 58.36% | 54.58% | - The effective tax rate for both periods in 2025 was higher than in 2024, primarily due to higher tax rates in foreign jurisdictions and non-deductible items[77] - Income tax expense for the three months ended June 30, 2025, included a $3.1 million favorable oil price adjustment related to Gabon's Profit Oil allocation, reducing the expense to $7.0 million[78] 13. Other Comprehensive Income - The Company's other comprehensive loss was $4.8 million and $4.9 million for the three and six months ended June 30, 2025, respectively, arising entirely from currency translation adjustments of the Canadian segment to USD[80] Accumulated Other Comprehensive Income (in thousands): | Metric | Amount | | :------------------------------------------ | :----- | | Balance at December 31, 2024 | $(4,962) | | Amounts reclassified from accumulated other comprehensive income (Jan-Mar 2025) | $117 | | Balance at March 31, 2025 | $(4,845) | | Amounts reclassified from accumulated other comprehensive income (Apr-Jun 2025) | $4,759 | | Balance at June 30, 2025 | $(86) | 14. Subsequent Event - On July 4, 2025, the One Big Beautiful Bill Act of 2025 (OBBBA) was signed into law, making permanent key elements of the Tax Cuts and Jobs Act of 2017. The Company is evaluating its potential effects but does not anticipate any material financial impact[82] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis of financial condition, results of operations, and liquidity for Q2 2025 and 2024 Cautionary Statement Regarding Forward-Looking Statements - The report contains forward-looking statements regarding future operations, financial position, reserve quantities, market prices, and business strategy, which are subject to various risks and uncertainties[83] - Key risks include volatility in crude oil and natural gas prices, geopolitical events, ability to obtain financing, operating hazards, and compliance with governmental regulations[83][88] - The Company disclaims any duty to update forward-looking statements to reflect events or circumstances occurring after the report date, except as required by law[86] Introduction - Vaalco is a Houston, Texas-based, African-focused independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and NGLs, with assets in Gabon, Egypt, Equatorial Guinea, Nigeria, Côte d'Ivoire, and Canada[87] Recent Developments - The Company paid a quarterly cash dividend of $0.0625 per share for Q2 2025 and announced the same for Q3 2025, with future payments at the board's discretion[89] - Gabon's 2025/2026 drilling program is expected to begin near the end of Q3 2025, including development, appraisal/exploration wells, and workovers[90] - In Egypt, six wells were completed in Q2 2025 as part of a drilling campaign that began in December 2024, with three wells to be hydraulically fractured in Q3 2025[92] - The Baobab FPSO in Côte d'Ivoire ceased production on January 31, 2025, for planned dry dock refurbishment, with its return to service and significant development drilling expected in 2026[94] - The Company deferred additional drilling in Canada in 2025 to reallocate capital to projects with higher expected returns across its portfolio[93] Capital Resources and Liquidity - Net cash provided by operating activities increased by $29.7 million to $51.05 million for the six months ended June 30, 2025, driven by changes in operating assets and liabilities, including increased collections from Egypt receivables[96] - Accrual basis capital expenditures for the six months ended June 30, 2025, were $92.2 million, up from $46.5 million in 2024, primarily for new wells in Egypt and FPSO dry dock preparation in Côte d'Ivoire[99] - The Company uses commodity derivative instruments to hedge price risk for a portion of its anticipated crude oil and gas production, as required by its 2025 RBL Facility[102] - As of June 30, 2025, the Company had $67.9 million in unrestricted cash and believes it has sufficient liquidity through existing cash, cash flow from operations, and the 2025 RBL Facility to support current cash requirements[103][105] Trends and Uncertainties - Geopolitical conflicts (Russia-Ukraine, Middle East) and Houthi attacks in the Red Sea have intensified volatility in oil/natural gas prices, lengthened material lead times, and increased prices, impacting global supply chains[116][117][118] - New U.S. trade legislation in 2025, including significant tariff increases, may lead to increased costs and longer lead times for equipment and materials sourced through the U.S. or U.S.-aligned routes[119] - Despite a deceleration in sustainability regulation in the U.S., the Company expects continued focus on ESG and climate change issues, potentially leading to demand shifts away from fossil fuels and higher compliance costs[125][127] - The SEC ended its defense of climate-related disclosure rules in March 2025, signaling a potential shift in U.S. regulatory direction, but the Company remains committed to transparency and TCFD-aligned reporting[128][129] Critical Accounting Policies and Estimates - There have been no material changes to the Company's critical accounting policies and estimates since December 31, 2024[131] New Accounting Standards - Refer to Part I, Item 1, Note 2 for details on new accounting standards[132] Results of Operations Net Income (in thousands): | Period | 2025 | 2024 | Change | | :-------------------------- | :----- | :----- | :------- | | Three Months Ended June 30, | $8,380 | $28,151 | $(19,771) | | Six Months Ended June 30, | $16,111 | $35,837 | $(19,726) | - Crude oil, natural gas, and NGLs revenues decreased by $19.9 million (17%) for the three months and $9.7 million (4%) for the six months ended June 30, 2025, primarily due to lower realized prices and reduced sales volumes in Côte d'Ivoire and Canada[134][153] - Production expenses decreased by $12.1 million (23%) for the three months ended June 30, 2025, mainly due to reductions in Côte d'Ivoire, but increased by $0.7 million for the six months due to higher costs in Gabon[143][161] - Exploration expense of $2.5 million for both periods in 2025 was attributable to seismic data purchase for Block 705 in Côte d'Ivoire, with minimal costs in 2024[144][162] - Interest expense, net, increased to $2.6 million for the three months and $3.9 million for the six months ended June 30, 2025, primarily due to amortization of debt issue costs, commitment fees, and interest on the 2025 RBL Facility[149][167] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Details the Company's exposure to market risks, including foreign exchange, counterparty, commodity price, and interest rate risks Foreign Exchange Risk - The Company is exposed to foreign exchange risk from costs and liabilities denominated in Central African CFA Franc (XAF) in Gabon, Canadian dollars (CAD) in Canada, Egyptian pounds (EGP) in Egypt, and Swedish Krona (SEK) in Côte d'Ivoire[172][173][174][175] - A 10% weakening of the CFA relative to the U.S. dollar would reduce the value of net XAF liabilities by $13.2 million as of June 30, 2025[172] - The Company does not use derivative instruments to manage foreign exchange risk[176] Counterparty Risk - The Company is exposed to counterparty risk on its open derivative instruments due to potential nonperformance, mitigated by entering into contracts with creditworthy financial institutions[177] Commodity Price Risk - The Company's financial performance is highly sensitive to volatile crude oil, natural gas, and NGLs prices, which can significantly impact revenue, profitability, and liquidity[178][179] Impact of $5/Bbl Decrease in Crude Oil Price on Revenues and Operating Income (Six Months Ended June 30, 2025, in Millions): | Segment | 2025 Sales Volumes (Mbls) | Decrease in Revenues | Decrease in Operating Income (Increase in Operating Loss) | | :-------------- | :------------------------ | :------------------- | :------------------------------------------------------ | | Gabon | 1,558 | $7.8 | $7.0 | | Egypt | 1,334 | $6.7 | $4.0 | | Côte d'Ivoire | 238 | $1.2 | $0.6 | | Canada | 351 | $1.8 | $1.4 | | Consolidated | 3,481 | | | - No impairment was recorded at June 30, 2025, despite commodity price volatility, but prolonged low prices or negative reserve revisions could lead to future impairment charges[184][185] Interest Rate Risk - The Company's primary interest rate exposure as of June 30, 2025, was from its $60.0 million outstanding borrowings under the 2025 RBL Facility, which accrues interest at a variable rate of 10.8% per annum (Term SOFR plus 6.5%)[188] - A 10% increase in applicable average interest rates would have resulted in an estimated $0.06 million increase in interest expense for the period from drawdown through June 30, 2025[188] - The Company currently does not hedge its interest rate exposure[188] ITEM 4. CONTROLS AND PROCEDURES Addresses effectiveness of disclosure controls, internal control over financial reporting, material weaknesses, and remediation plans Evaluation of Disclosure Controls and Procedures - As of June 30, 2025, the Company's disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting identified in the 2024 Annual Report on Form 10-K[189][190] Material Weakness in Internal Control Over Financial Reporting - Material weaknesses include ineffective general information technology controls (GITCs) supporting the procure-to-pay system and ineffective design, implementation, or operation of process-level control activities related to the financial reporting process, specifically procure-to-pay[198] - Despite the material weaknesses, management concluded that the unaudited condensed consolidated financial statements for the period present fairly the Company's financial position, results of operations, and cash flows in accordance with GAAP[192] Management's Plan for Remediation of the Material Weakness - The Company is implementing a remediation plan to address the identified material weaknesses, but remediation will not be considered complete until controls operate effectively for a sufficient period and are tested[193] - Management is committed to investing significant time and resources to enhance the control environment and will continue to perform additional analyses to ensure financial statements comply with U.S. GAAP until remediation is complete[195] Changes in Internal Control Over Financial Reporting - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025, except for activities related to the remediation of the material weaknesses[196] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Discusses ordinary course litigation and governmental proceedings, with no anticipated material adverse financial effect - The Company is subject to ordinary course litigation and governmental/regulatory proceedings[197] - Management believes current claims and litigation are not likely to have a material adverse effect on the Company's unaudited condensed consolidated financial position, cash flows, or results of operations[197] ITEM 1A. RISK FACTORS Highlights business risks, referencing 2024 Form 10-K, and introduces a new risk factor on discouraging third-party acquisitions - The Company's business is exposed to many risks, as discussed in its 2024 Form 10-K[199][200] - A new risk factor identifies that provisions in production sharing contracts, joint operating agreements, and other agreements could discourage or prevent third-party acquisitions of the Company or its assets[201] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Confirms no previously unreported unregistered sales of equity securities during Q2 2025 - There were no unregistered sales of equity securities during the three months ended June 30, 2025, that were not previously reported on a Current Report on Form 8-K[202] ITEM 5. OTHER INFORMATION No directors or officers adopted, terminated, or modified Rule 10b5-1 trading arrangements during Q2 2025 - No directors or officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[203] ITEM 6. EXHIBITS Lists exhibits filed with Form 10-Q, including organizational documents, stock awards, and SOX certifications - The exhibits include the Restated Certificate of Incorporation, Third Amended and Restated Bylaws, Form of Restricted Stock Award Agreement, Sarbanes-Oxley Section 302 and 906 certifications, and Inline XBRL documents[204]