Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2023

Unit Corporation

(Exact name of registrant as specified in its charter)

Delaware

1-9260

73-1283193

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

8200 South Unit Drive,

Tulsa,

Oklahoma

74132

(Address of principal executive offices)

(Zip Code)

(Country)

Registrant’s telephone number, including area code: (918) 493-7700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A*

* The registrant’s common stock is currently quoted on the OTCQX® Best Market under the ticker symbol “UNTC”.

Item 7.01 Regulation FD Disclosure.

On August 10, 2023, Unit Corporation (the Company) issued a press release announcing that is Board of Directors approved quarterly dividends of $2.50 per share for each of the third and fourth quarters of 2023. The record and payment dates for each of the third and fourth quarter dividends will be determined at a later date.

The Company also announced that beginning with its quarterly report for the second quarter ended June 30, 2023, it will cease voluntary filing of periodic and current reports with the U.S. Securities and Exchange Commission and begin filing periodic and current reports with the OTC Markets Group Inc. (OTC) in compliance with its Alternative Reporting Standard: OTCQX U.S. and OTCQB Disclosure Guidelines. The Company’s current, quarterly, and annual reports may be accessed on the OTC’s website at https://www.otcmarkets.com/stock/UNTC/disclosure, as well as the Company’s website at https://unitcorp.com/investor-relations/otc-sec-filings/.

A copy of that release is furnished with this filing as Exhibit 99.1.

The information included in this report and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in the filing.

The press release furnished as an exhibit to this report contains forward-looking statements within the meaning of the Securities Act and the Exchange Act. Those forward-looking statements are subject to certain risks and uncertainties, as disclosed by the Company in its filings with the Securities and Exchange Commission. Because of these risks, the Company's actual results may differ materially from those indicated or implied by the forward-looking statements. Except as required by law, we disclaim any obligation to publicly update or revise forward looking statements after the date of this report to conform them to actual results.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number			Description
99.1			Press release of Unit Corporation dated August 10, 2023.
104			Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Unit Corporation

Date: August 10, 2023	By:	/s/ Drew Harding
		Drew Harding Vice President, Secretary & General Counsel


News			UNIT CORPORATION
			8200 South Unit Drive, Tulsa, Oklahoma, 74132
			Telephone 918 493-7700, Fax 918 493-7711


Contact:			Rene Punch
			Investor Relations
			(918) 493-7700
			www.unitcorp.com

For Immediate Release

August 10, 2023

UNIT CORPORATION ANNOUNCES UPDATE TO ITS DIVIDEND POLICY

AND CHANGE TO ITS FILING STATUS

Tulsa, Oklahoma . . . Unit Corporation (OTCQX: UNTC) (Company) announced today that its Board of Directors (the Board) approved quarterly dividends of $2.50 per share for the each of the third and fourth quarters of 2023. The record and payment dates for the third and fourth quarter dividends will be determined at a later date.

Phil Frohlich, the Company’s Chief Executive Officer, commented, “We are pleased that our capital position allows us to provide shareholders with visibility of the quarterly dividend payments that the Company intends to make for the remainder of the year. It reflects our operational success, accumulated cash balance, and debt-free balance sheet.”

The declaration and payment of any future dividend will remain at the full discretion of the Company’s Board of Directors and will depend upon the Company’s financial position, results of operations, cash flows, capital requirements, business conditions, future expectations, the requirements of applicable law, and other factors that the Company’s Board of Directors finds relevant at the time of considering any potential dividend declaration. Subsequent dividend declarations and the establishment of record and payment dates for such future dividend payments are subject to the Board’s continuing

determination that the dividend policy is in the best interests of the Company's stockholders. The dividend policy may be suspended or cancelled at the discretion of the Board at any time.

The Company also announced today that beginning with its quarterly report for the second quarter ended June 30, 2023, the Company will cease voluntary filing of periodic and current reports with the U.S. Securities and Exchange Commission (SEC) and begin filing periodic and current reports with the OTC Markets Group Inc. (OTC) in compliance with its Alternative Reporting Standard: OTCQX U.S. and OTCQB Disclosure Guidelines (Alternative Reporting Standard). The Company’s current, quarterly, and annual reports may be accessed on the OTC’s website at https://www.otcmarkets.com/stock/UNTC/disclosure, as well as the Company’s website at https://unitcorp.com/investor-relations/otc-sec-filings/.

The Company determined that this change is in its best interest after careful review of the costs and benefits of continuing to be a voluntary filer with the SEC. The Company considered not only the cost of existing reporting requirements, but also the cost of future requirements related to climate-related disclosures, corporate governance, and other issues. Compliance with the Alternative Reporting Standard will provide shareholders with a disclosure framework similar to what they are accustomed to seeing in SEC filings, including quarterly and annual audited financial statements together with management’s discussion and analysis of its financial condition and results of operations.

Tom Sell, the Company’s Chief Financial Officer, commented, “We believe that this change will allow us to continue to provide shareholders with the transparency into operational and financial results they desire but in a manner that is more efficient and allows management to spend more time and resources focusing on returning value to shareholders.”

About Unit Corporation

Unit Corporation is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and gas production and contract drilling. For more information about Unit Corporation, visit its website at http://www.unitcorp.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. All statements, other than statements of historical facts, included in this release that address activities, events, or developments that the Company expects, believes, or anticipates will or may occur are forward-looking statements. Several risks and uncertainties could cause actual results to differ materially from these statements, including changes in commodity prices, the productive capabilities of the Company’s wells, future demand for oil and natural gas, future drilling rig utilization and dayrates, projected rate of the Company’s oil and natural gas production, the amount available to the Company for borrowings, its anticipated borrowing needs under its credit agreements, the number of

wells to be drilled by the Company’s oil and natural gas segment, the potential productive capability of its prospective plays, and other factors described occasionally in the Company’s public filings. The Company assumes no obligation to update publicly such forward-looking statements, whether because of new information, future events, or otherwise.

Document	Aug. 10, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 10, 2023
Entity Registrant Name	Unit Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	1-9260
Entity Tax Identification Number	73-1283193
Entity Address, Address Line One	8200 South Unit Drive,
Entity Address, City or Town	Tulsa,
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74132
Entity Address, Country	US
City Area Code	(918)
Local Phone Number	493-7700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000798949
Amendment Flag	false