As previously disclosed, on July 14, 2019, Callon Petroleum Company, a Delaware corporation (Callon), and Carrizo Oil & Gas, Inc., a
Texas corporation (Carrizo), entered into an Agreement and Plan of Merger (as amended, the merger agreement), providing for Callons acquisition of Carrizo. The merger agreement provides that, upon the terms and subject
to the conditions set forth in therein, Carrizo will merge with and into Callon, with Callon as the surviving corporation (the merger). On October 9, 2019, Carrizo filed with the Securities and Exchange Commission (the
SEC) a joint proxy statement/prospectus for the solicitation of proxies in connection with the special meetings of Callons shareholders and Carrizos shareholders, each to be held on November 14, 2019, to vote upon, among
other things, on matters necessary to complete the Merger (the Joint Proxy Statement/Prospectus).
Litigation Related to the Merger
As previously disclosed in the Joint Proxy Statement/Prospectus, following the public announcement of the merger, five purported shareholders of
Carrizo filed five individual complaints against Carrizo and the directors of Carrizo, and three purported shareholders of Carrizo filed three putative federal class action complaints on behalf of themselves and all owners of Carrizo common stock
(other than defendants and related or affiliated persons) against Carrizo and the directors of Carrizo. Another purported shareholder of Carrizo filed an individual complaint against Carrizo, Callon and the directors of Carrizo, and two purported
shareholders of Carrizo filed two putative federal class action complaints on behalf of themselves and all owners of Carrizo common stock (other than defendants and related or affiliated persons) against Carrizo, Callon and the directors of Carrizo.
In addition, a purported shareholder of Callon filed a putative class action complaint on behalf of himself and all owners of Callon common stock against the directors of Callon. The twelve complaints (collectively referred to as the
Shareholder Actions) are captioned as follows: John Andre v. Carrizo Oil & Gas, Inc. et al., Case No.
1:19-cv-08064-VM (the Andre Action), Ertan Barucic v. Carrizo Oil & Gas, Inc. et al.,
Case No. 1:19-cv-08185-VM (the Barucic Action), James Umland v. Carrizo Oil & Gas, Inc.
et al., Case No. 1:19-cv-08224-VM (the Umland Action), Ertan Barucic v. Carrizo Oil &
Gas, Inc. et al., Case No. 4:19-cv-03405 (the Barucic Class Action), Murray Budd v. Carrizo Oil & Gas, Inc. et al., Case
No. 1:19-cv-08391-VM (the Budd Action), Mohammad Siddiqui v. Carrizo Oil & Gas, Inc. et
al., Case No. 1:19-cv-01726-LPS, Camille Sarrasin v. Carrizo Oil & Gas, Inc. et al., Case
No. 1:19-cv-08633-VM (the Sarrasin Action), Carole Sawyer v. Carrizo Oil & Gas, Inc. et
al., Case No. 1:19-cv-08677-VM (the Sawyer Action), Shiva Stein v. Carrizo Oil & Gas,
Inc., Callon Petroleum Company et al., Case No. 1:19-cv-01599-LPS (the Stein Action), Eric Sabatini v. Carrizo
Oil & Gas, Inc., Callon Petroleum Company et al., Case No. 1:19-cv-01644-CFC (the Sabatini
Action), Manoj Fernandes v. Carrizo Oil & Gas, Inc., Callon Petroleum Company et al., Case No.
1:19-cv-01658-LPS (the Fernandes Action), and Desmond Davis et al. v. L. Richard Flury et al., Case
No. 2019-0811 (the Davis Action). On September 9, 2019, the Andre Action, the Barucic Action, the Umland Action and the Budd Action were consolidated under the Andre Action, Case No. 1:19-cv-08064-VM. In addition, on September 20, 2019, the Andre Action, the Sarrasin Action and the Sawyer Action were
consolidated under the Andre Action, Case No. 1:19-cv-08064-VM (the Consolidated Action). The Barucic
Class Action and the Consolidated Action allege that, among other things, the preliminary joint proxy statement/prospectus filed with the SEC on August 20, 2019 omits material information with respect to the merger, rendering it false and
misleading and thus that Carrizo and the directors of Carrizo violated Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), as well as Rule 14a-9 under the
Exchange Act. The Barucic Class Action, the Siddiqui Action and the Consolidated Action further allege that the directors of Carrizo violated Section 20(a) of the Exchange Act. The Stein Action, the Sabatini Action and the Fernandes Action
allege that the preliminary joint proxy statement/prospectus filed with the SEC on August 20, 2019 omits material information with respect to the merger, rendering it false and misleading and thus that Carrizo, Callon and the directors of
Carrizo violated Section 14(a) of the Exchange Act as well as Rule 14a-9 under the Exchange Act. The Stein Action, the Sabatini Action and the Fernandes Action further allege that the directors of Carrizo
and Callon violated Section 20(a) of the Exchange Act. The Davis Action alleges that the directors of Callon failed to fulfill their fiduciary duties in connection with the merger by failing to disclose all material information. The complaints
seek injunctive relief enjoining the merger, damages and costs, among other remedies. It is possible that additional, similar complaints may be filed or the complaints described above are amended. If this occurs, Callon and Carrizo do not intend to
announce the filing of each additional, similar complaint or any amended complaint unless it contains materially new or different allegations. Although neither Callon nor Carrizo can predict the outcome of or estimate the possible loss or range of
loss from these matters, Callon and Carrizo believe that these complaints are without merit and intend to vigorously defend them.
Callon and Carrizo
believe that no supplemental disclosures are required under applicable laws; however, to avoid the risk of the Shareholder Actions delaying the merger and to minimize the expense of defending the Shareholder Actions, and without admitting any
liability or wrongdoing, Callon and Carrizo are voluntarily making certain disclosures below that supplement those contained in the Joint Proxy Statement/Prospectus. Nothing in this Current Report on Form 8-K
shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Callon and Carrizo specifically deny all allegations in the foregoing complaints, including that
any additional disclosure was or is required.