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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 OO

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 OO

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

 

 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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 OO

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 OO

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 PN

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 OO

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 OO

 

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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 39,920,643

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 39,920,643

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 39,920,643

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 20.1%1

14  

 TYPE OF REPORTING PERSON

 

 OO

 

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 August 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


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:   Authorized Signatory
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:   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

EXHIBIT 24.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement is being jointly filed, and all amendments thereto will be jointly filed, by Stronghold Energy II Operating LLC, as the main and designated filer, on behalf of each of the persons and entities named below that is named as a reporting person in such filing. Each of the undersigned is responsible for the timely filing of this Statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 20th day of September, 2024.

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
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:   Authorized Signatory
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:   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

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