Quarterly report [Sections 13 or 15(d)]

ACQUISITIONS AND DIVESTITURES

v3.26.1
ACQUISITIONS AND DIVESTITURES
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS AND DIVESTITURES
NOTE 5 — ACQUISITIONS AND DIVESTITURES
Lime Rock Acquisition
On February 25, 2025, the Company, as buyer, and Lime Rock Resources IV-A, L.P. (“LRRA”) and Lime Rock Resources IV-C, L.P. ("LRRC" and with LRRA, "Lime Rock"), as seller, entered into a purchase and sale agreement (the “Purchase Agreement”), which provided that the Company would acquire (the “Lime Rock Acquisition”) interests in oil and gas leases and related property of Lime Rock located in the Central Basin Platform of the Texas Permian Basin in Andrews County, Texas the "Lime Rock Assets"). On March 31, 2025, the Company and Lime Rock consummated the transactions contemplated in the Lime Rock Acquisition whereby the Company acquired the Lime Rock Assets for aggregate consideration consisting of: (i) approximately $69.3 million in cash, net of customary purchase price adjustments, paid at the closing of the Lime Rock Acquisition, (ii) $10.0 million paid on December 31, 2025, and (iii) 6,452,879 shares of common stock.
The Lime Rock Acquisition was accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration paid by Ring and allocation to the underlying assets acquired, on a relative fair value basis, was recorded as of the date of the closing of the Lime Rock Acquisition. Additionally, costs directly related to the Lime Rock Acquisition were capitalized as a component of the purchase price. Determining the fair value of the assets and liabilities acquired required judgment and certain assumptions to be made, the most significant of these being related to the valuation of Lime Rock's oil and gas properties. The inputs and assumptions related to the oil and gas properties were categorized as level 3 in the fair value hierarchy.
The following table represents the final allocation of the total cost of the Lime Rock Acquisition to the assets acquired and liabilities assumed as of the closing date of the Lime Rock Acquisition:
Consideration:
Common stock consideration
Shares of common stock issued 6,452,879 
Common stock price as of March 31, 2025 $ 1.15 
Total common stock consideration $ 7,420,811 
Cash consideration
Escrow deposit released at closing
 $ 5,000,000 
Closing amount paid to Lime Rock 63,599,939 
Fair value of deferred payment liability 9,415,066 
Post-close adjustments
 721,116 
Total cash consideration $ 78,736,121 
Direct transaction costs 2,576,648 
Total consideration $ 88,733,580 
Fair value of assets acquired:
Oil and natural gas properties $ 92,111,309 
Fixed assets 34,275 
Joint interest billing receivable 39,820 
Amount attributable to assets acquired $ 92,185,404 
Fair value of liabilities assumed:
Suspense liability $ 459,096 
Asset retirement obligations 2,587,179 
Ad valorem tax liability
 405,549 
Amount attributable to liabilities assumed $ 3,451,824 
Net assets acquired $ 88,733,580 
Non-Operated Interest Sale
On January 30, 2026, the Company completed the sale of certain non-operated interests in Yoakum County, Texas and Lea County, New Mexico. The purchase price was $4.5 million, and cash consideration received was approximately $4.3 million. The sale had an effective date of January 1, 2026.
Yoakum County Acquisition
On February 11, 2026, the Company completed the acquisition of a working interest partner's interest in existing horizontal wells in Yoakum County, Texas. The acquisition also included interest attributable to five one-mile horizontal wells drilled and completed in the Northwest Shelf in the first quarter of 2026. Cash consideration paid was approximately $2.0 million. The acquisition had an effective date of January 1, 2026.