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 ~~the~~Report ~~Securities~~(or ~~Exchange~~Date ~~Act~~ of ~~1934~~Earliest Event Reported): May 1, 2024

Date of Report (or Date of Earliest Event Reported): April 9, 2024

SilverBow Resources, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		~~001-8754~~	001-8754	~~20-3940661~~		20-3940661
(State or other jurisdictionof incorporation)		~~(CommissionFile Number)~~	(Commission File Number)	~~(IRS EmployerIdentification No.)~~		(IRS Employer Identification No.)

920 Memorial City Way, Suite 850 ~~Houston, Texas 77024 (Address of principal executive offices)~~

Houston, Texas 77024

(Address of principal executive offices)

(281) 874-2700

(Registrant’s telephone number)

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 (see General Instruction A.2. below):

☐ ¨ 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))

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

Title of each class	~~TradingSymbol(s)~~	Trading Symbol(s)	~~Name of each exchangeon which registered~~	Name of each exchange on which registered
Common Stock, par value $0.01 per share	~~SBOW~~	SBOW	~~New York Stock Exchange~~	New York Stock Exchange
Preferred Stock Purchase Rights	~~None~~	None	~~New York Stock Exchange~~	New York Stock Exchange

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. ☐ ¨

~~Item 7.01 Regulation FD Disclosure.~~1

OnItem ~~April 9, 2024, SilverBow Resources, Inc~~2. ~~(the “Company”) sent a letter to Ben Dell, Managing Partner of Kimmeridge Energy Management Company, LLC~~02. Results ~~A copy~~ of ~~the~~Operations ~~letter is attached hereto as Exhibit 99.1~~ and isFinancial ~~incorporated herein by reference.~~ Condition

In ~~accordance~~a ~~with~~news ~~General~~release ~~Instruction~~after ~~B.2 of Form 8-K,~~ the ~~information~~market ~~furnished~~closed ~~under~~on ~~this~~May 1, ~~Item 7.01~~2024, ~~including~~SilverBow ~~Exhibit~~Resources, 99Inc.1, ~~shall~~(“SilverBow ~~not~~Resources” beor ~~deemed~~the “~~filed~~Company”) ~~for~~announced ~~purposes~~first ofquarter ~~Section 18~~2024 offinancial ~~the~~and ~~Securities~~operational ~~Exchange~~results, ~~Act~~provided ofupdated ~~1934,~~2024 asguidance ~~amended~~and ~~(the~~reported ~~“Exchange~~that ~~Act”),~~a orconference ascall ~~otherwise~~for ~~subject~~investors, todiscussing the ~~liability~~Company’s offinancial ~~such~~and ~~section~~operational results, ~~nor~~would ~~shall~~be ~~such~~held ~~information~~at be9:00 ~~deemed~~a.m. ~~incorporated~~(CT) byon ~~reference~~May in2, ~~any~~2024. In ~~filing~~the ~~under~~release, the ~~Securities~~Company ~~Act~~also ofannounced ~~1933,~~that asthe ~~amended~~conference ~~(the~~call ~~“Securities~~would ~~Act”),~~be orwebcast ~~the~~live ~~Exchange~~and ~~Act,~~archived ~~except~~on asits ~~shall~~website beat ~~expressly~~www.sbow.com. The ~~set~~press ~~forth~~release byis ~~specific~~attached ~~reference~~to inthis ~~such~~report ~~filing~~as Exhibit 99.1.

~~Forward-Looking~~Item ~~Statements~~7.01 Regulation FD Disclosure

~~This~~Also ~~communication~~on ~~includes “forward-looking statements” within the meaning of Section~~May ~~27A~~1, ~~of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements represent management’s expectations or beliefs concerning future events~~2024, ~~and~~SilverBow itResources isposted ~~possible~~a ~~that~~corporate ~~the~~presentation ~~results described in this communication will not be achieved. These forward-looking statements are based on current expectations and assumptions and are subject~~ to aits ~~number~~website ofat ~~risks and uncertainties~~www.sbow.com, ~~many of~~ which ~~are beyond our control. All statements, other than statements of historical fact included in this communication, including those regarding our strategy,~~ the ~~benefits~~Company of the acquisitions, future operations, guidance and outlook, financial position, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “budgeted,” “guidance,” “expect,” “may,” ~~“continue,”~~use “potential,” “plan,” “project,” “positioned,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Important factors that could cause actual results to differ materially from ~~our~~time ~~expectations include, but are not limited~~ to, ~~the~~time ~~following risks and uncertainties: risk related to recently completed acquisitions and integrations of these acquisitions; volatility~~ in ~~natural~~communications ~~gas, oil and natural gas liquid prices; cash flow and liquidity, including our ability to satisfy our short-~~ or ~~long-term~~conferences. ~~liquidity~~A ~~needs;~~copy general economic and political conditions, including inflationary pressures, further increases in interest rates, a general economic slowdown or recession, instability in financial institutions, political tensions and war (including future developments in the ongoing conflicts in Ukraine and the Gaza Strip); the severity and duration of ~~world health events, including health crises, and related economic repercussions, including disruptions in~~ the ~~oil~~corporate ~~and~~presentation ~~gas~~is ~~industry,~~attached ~~supply~~as ~~chain~~Exhibit ~~disruptions,~~99.2 ~~and operational challenges; our ability~~ to ~~execute~~this onCurrent ~~strategic~~Report initiatives; effectiveness of our risk management activities, including hedging strategy; counterparty and credit market risk; actions by third parties, including customers, service providers and shareholders; current and future governmental regulation and taxation of the oil and natural gas industry; developments in world oil and natural gas markets and in oil and natural gas-producing countries; uncertainty regarding our future operating results; and other risks and uncertainties discussed in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including its annual report on Form 108-K ~~for the year ended December 31, 2023~~.

~~All~~In ~~forward-looking~~accordance ~~statements~~with ~~speak~~General ~~only~~Instruction asB.2 of ~~the~~Form ~~date~~8-K, ofthe ~~this~~information ~~communication.~~furnished ~~You~~under ~~should~~this ~~not~~8-K, ~~place~~including ~~undue~~Items ~~reliance~~2.01 onand ~~these forward-looking statements~~7.01, ~~The~~and ~~Company’s~~Exhibits ~~capital~~99.1 ~~budget,~~and ~~operating plan~~99.2, ~~service~~shall ~~cost~~not ~~outlook~~be ~~and~~deemed ~~development~~“filed” ~~plans~~for ~~are~~purposes ~~subject~~of toSection ~~change~~18 atof ~~any~~the ~~time.~~Securities ~~Although~~Exchange weAct ~~believe~~of ~~that our plans~~1934, ~~intentions~~as ~~and~~amended ~~expectations~~(the ~~reflected~~"Exchange inAct"), or ~~suggested~~as byotherwise ~~the~~subject ~~forward-looking~~to ~~statements~~the weliability ~~make~~of insuch ~~this communication are reasonable~~section, wenor ~~can~~shall ~~give~~it nobe ~~assurance~~deemed ~~that~~incorporated ~~these~~by ~~plans,~~reference ~~intentions~~in orany ~~expectations~~filing ~~will~~under bethe ~~achieved.~~Securities ~~The~~Act ~~risk~~of ~~factors~~1933, ~~and~~as ~~other~~amended, ~~factors~~or ~~noted~~the ~~herein~~Exchange ~~and~~Act, inwhether ~~the~~made ~~Company’s~~before ~~SEC~~or ~~filings~~after ~~could~~the ~~cause~~date ~~its~~hereof ~~actual~~and ~~results~~regardless toof ~~differ~~any ~~materially~~general ~~from~~incorporation ~~those~~language ~~contained~~ in ~~any~~such ~~forward-looking~~filings, ~~statement.~~except ~~These~~as ~~cautionary~~shall ~~statements~~be ~~qualify~~expressly ~~all~~set ~~forward-looking~~forth ~~statements~~by ~~attributable~~reference to usthe ~~or persons acting on our behalf~~filing.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events, except as required by law.

Important Additional Information and Where to Find It

The Company, its directors and certain of its executive officers and employees are or will be participants in the solicitation of proxies from shareholders in connection with the 2024 Annual Meeting of Shareholders (the “"2024 Annual Meeting"). The Company has filed a definitive proxy statement (the "Definitive Proxy Statement") with the SEC on April 9, 2024 in connection with the solicitation of proxies for the 2024 Annual Meeting, together with a WHITE proxy card.

~~Annual~~The ~~Meeting”).~~identity ~~The~~of ~~Company~~the ~~has~~participants, ~~filed~~their adirect ~~definitive~~or ~~proxy~~indirect ~~statement~~interests, (by security holdings or otherwise, and other information relating to the “participants are available in the Definitive Proxy Statement”) ~~with~~in the ~~SEC~~section onentitled ~~April 9,~~“Security ~~2024~~Ownership inof ~~connection~~the ~~with~~Board and Management” and Appendix F. To the ~~solicitation~~extent holdings of ~~proxies~~the ~~for~~Company's securities by the ~~2024~~Company's ~~Annual~~directors ~~Meeting~~and executive officers changes from the information included in this communication, ~~together~~such ~~with~~information awill ~~WHITE~~be ~~proxy~~reflected ~~card~~on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge as described below.

~~The~~SHAREHOLDERS ~~identity~~ARE ofURGED ~~the~~TO ~~participants,~~READ ~~their~~THE ~~direct~~DEFINITIVE orPROXY ~~indirect~~STATEMENT ~~interests,~~AND byANY ~~security~~OTHER ~~holdings~~DOCUMENTS orTO ~~otherwise,~~BE ~~and~~FILED ~~other~~BY ~~information~~THE ~~relating~~COMPANY toWITH ~~the~~THE ~~participants~~SEC ~~are~~CAREFULLY ~~available~~AND inIN ~~the~~THEIR ~~Definitive~~ENTIRETY ~~Proxy~~BECAUSE ~~Statement~~THEY ~~(available~~CONTAIN ~~here)~~OR inWILL ~~the~~CONTAIN ~~section~~IMPORTANT ~~entitled~~INFORMATION. ~~“Security~~Shareholders ~~Ownership~~are ofable ~~Board~~to ofobtain, ~~Directors~~free ~~and~~of ~~Management”~~charge, ~~and~~copies ~~Appendix~~of F.all Toof the ~~extent~~foregoing ~~holdings~~documents, ofany ~~the~~amendments ~~Company’s~~or ~~securities~~supplements bythereto at the ~~Company’~~SEC's ~~directors~~website ~~and~~(http://www.sec.gov). ~~executive~~Copies ~~officers~~of ~~changes from~~ the ~~information~~foregoing ~~included~~documents, inany ~~this~~amendments ~~communication,~~or ~~such~~supplements ~~information~~thereto ~~will~~are bealso ~~reflected~~available, onfree ~~Statements~~ of ~~Change in Ownership on Forms 3~~charge, 4at ~~or 5 filed with~~ the ~~SEC.~~“Investor ~~These~~Relations” ~~documents~~section ~~are available free~~ of ~~charge~~the asCompany's ~~described~~website ~~below~~(https://www.sbow.com/investor-relations).

SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED BY THE COMPANY WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders are able to obtain, free of charge, copies of all of the foregoing documents, any amendments or supplements thereto at the SEC’s website (http://www.sec.gov). Copies of the foregoing documents, any amendments or supplements thereto are also available, free of charge, at the “Investor Relations” section of the Company’s website (https://www.sbow.com/investor-relations).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Letter to Ben Dell, dated April 9, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)


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Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description

99.1						SilverBow Resources, Inc. press release dated May 1, 2024
99.2						SilverBow Resources, Inc. May 2024 Corporate Presentation
104						Cover Page Interactive Data File (formatted as Inline XBRL)


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SIGNATURE

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.

Date: ~~April~~May 91, 2024

SilverBow Resources, Inc.

By:

/s/ Christopher M. Abundis

Christopher M. Abundis
Executive Vice President, Chief Financial Officer and General Counsel

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Filing Compare · SILVERBOW RESOURCES, INC.