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~~the ~~(date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): June 28, 2022~~1934

~~WHITING PETROLEUM~~Date ~~CORPORATION~~of Report (Date of earliest event reported): July 1, 2022

WHITING HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware	001-31899	2088-~~0098515~~3102137
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
1700 Lincoln Street, Suite 4700 Denver, Colorado		80203-4547
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (303) 837-1661

1001 Fannin Street, Suite 1500

Houston, Texas

77002

(Address of principal executive offices)

(Zip Code)

~~Not~~Registrant’s ~~applicable~~telephone number, including area code: (281) 404-9500

~~(Former~~Whiting ~~name~~Petroleum ~~or former address, if changed since last report.)~~Corporation

~~Check~~(Former ~~the~~Name ~~appropriate box~~or ~~below~~Former ifAddress, ~~the~~If ~~Form 8-K~~Changed ~~filing~~Since isLast ~~intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Report)

xCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~425 under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR~~is ~~230.425)~~intended ~~¨ Soliciting material pursuant~~ to ~~Rule~~simultaneously ~~14a-12~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant ¨under ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 14d-2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2~~(b))~~. ~~¨ Pre-commencement communications pursuant to Rule 13e-4(c~~below) ~~under the Exchange Act (17 CFR 240.13e-4(c))~~:

☐	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	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	WLL	New York Stock Exchange
Common Stock, par value $0.001 per share	WLL	New York Stock Exchange(1)

~~Indicate~~(1) The byregistrant’s ~~check~~common ~~mark~~stock ~~whether~~ceased ~~the~~being ~~registrant~~traded ~~is an~~on ~~emerging~~July 1, ~~growth~~2022 ~~company~~in asconnection ~~defined~~with inthe ~~Rule~~closing ~~405~~ of the ~~Securities~~Merger ~~Act~~described ofherein ~~1933~~and ~~(§230.405~~will ofno ~~this~~longer ~~chapter)~~be orlisted ~~Rule~~on ~~12b-2 of~~ the ~~Securities~~ ~~Exchange~~New ~~Act~~York ofStock ~~1934 (§240~~Exchange.~~12b-2 of this chapter).~~

~~Emerging~~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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

IfEmerging anGrowth 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. ¨Company ☐

~~Item~~If ~~5.07.~~an ~~Submission~~emerging ofgrowth ~~Matters~~company, indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. ☐

OnIntroductory ~~June~~Note 28, 2022, Whiting Petroleum Corporation (“Whiting”) held a special meeting in lieu of the 2022 annual meeting of stockholders (the “Whiting special meeting”). Prior to the Whiting special meeting, Whiting delivered a definitive joint proxy statement/prospectus (the “Proxy Statement”) to the holders of 39,241,819 shares of common stock, par value $0.001 per share, of Whiting (“Whiting common stock”), then entitled to vote as of May 18, 2022, the record date for the Whiting special meeting, describing the Whiting special meeting, the merger (as defined below), the Whiting merger proposal (as defined below), the Whiting merger compensation advisory proposal (as defined below), the Whiting director election proposal (as defined below), the Whiting annual compensation advisory proposal (as defined below), and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 24, 2022. The results of the matters voted upon at the Whiting special meeting, as more fully described in the Proxy Statement, are set forth below.

~~Proposal~~On NoJuly 1, 2022 (the “Closing Date”), Chord Energy Corporation, a Delaware corporation formerly known as Oasis Petroleum Inc. 1:(“Chord”), completed its previously announced “merger of equals” with Whiting Holdings LLC, a Delaware limited liability company formerly known as Whiting Petroleum Corporation (“Whiting”), pursuant to the terms of that certain Agreement and Plan of Merger, ~~Proposal~~dated as of March 7, 2022 (the “Merger Agreement”), by and among Chord, Whiting, Ohm Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Chord (“Merger Sub”), and New Ohm LLC, a Delaware limited liability company and wholly owned subsidiary of Chord (“LLC Sub”). Upon consummation of the Merger (defined below), Chord changed its name from “Oasis Petroleum Inc.” to “Chord Energy Corporation”. On July 5, 2022, the first trading day following the Closing Date, common stock of Chord, par value $0.01 per share (the “Chord Common Stock”), began trading on the Nasdaq Global Select Market under the new name and new ticker symbol “CHRD”.

The ~~adoption and approval of the Agreement and Plan of~~ Merger, dated as of March 7, 2022 (as may be amended from time to time, the “merger agreement”), by and among Whiting, Oasis Petroleum Inc., a Delaware corporation (“Oasis”), Ohm Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Oasis (“Merger Sub”), and New Ohm LLC, a Delaware limited liability company and wholly owned subsidiary of Oasis (“LLC Sub”), providing for a merger of equals through (i) the merger of Merger Sub with and into Whiting (the “Company Merger”), with Whiting continuing its existence as the surviving corporation following the Company Merger as a direct, wholly owned subsidiary of Oasis (the “surviving corporation”), and (ii) the subsequent merger of the surviving corporation with and into LLC Sub (the “LLC Sub Merger” and together with the Company Merger, the “merger”), with LLC Sub continuing its existence as the surviving entity following the LLC Sub Merger as a direct wholly owned subsidiary of Oasis (the “Whiting merger proposal”):

For		Against		Abstain		Broker Non-Votes
33,217,635		10,095		3,238		0

Pursuant to the Merger Agreement, at the effective time of the Company Merger (as defined below) (the “Company Merger Effective Time”), Merger Sub merged with and into Whiting, with Whiting surviving the merger as a wholly owned subsidiary of Chord (the “Company Merger”). Immediately following the Company Merger, Whiting merged with and into LLC Sub, with LLC Sub continuing as the surviving entity (such surviving entity, “Whiting Holdings”) as a wholly owned subsidiary of Chord (the “LLC Sub Merger” and together with the Company Merger, the “Merger”).

~~Proposal~~Following Nothe completion of the Merger, (i) each share of common stock, par value $0.001 2:per share, of Whiting (the “Whiting Common Stock”) issued and outstanding as of immediately prior to the Company Merger ~~Compensation~~Effective ~~Advisory~~Time ~~Proposal~~was converted into the right to receive $6.25 in cash, without interest, and 0.5774 shares of Chord Common Stock (together, the “Merger Consideration”), and (ii) all existing shares of Chord Common Stock remained outstanding. Following the completion of the Merger, persons who were stockholders of Whiting immediately prior to the Merger owned approximately 53% of Chord and persons who were stockholders of Chord immediately prior to the Merger owned approximately 47% of Chord, in each case on a fully diluted basis.

~~The~~As ~~approval,~~of onthe aCompany ~~non-binding~~Merger ~~advisory~~Effective ~~basis~~Time, of each Converted RSU (as defined in the ~~compensation~~Merger ~~that~~Agreement) ~~may~~continued to be ~~paid~~governed orby ~~become~~the ~~payable~~same terms and conditions (including vesting and forfeiture) that were applicable to the corresponding Whiting’s ~~named~~RSU ~~executive~~Award ~~officers~~(as ~~that~~defined isin ~~based~~the onMerger orAgreement) ~~otherwise~~immediately ~~relates~~ prior to the ~~merger~~Company Merger Effective Time. However, (i) approximately one-third of each Whiting RSU Award granted in September 2020 to an executive officer of Whiting vested immediately prior to the “Company Merger Effective Time and each share of Whiting ~~merger~~Common ~~compensation~~Stock ~~advisory~~issuable ~~proposal”~~in respect of such vested portion was cancelled in exchange for the right to receive the Merger Consideration at the Company Merger Effective Time and (ii): Chord assumed and converted the remaining unvested portion of such award. Each Whiting RSU Award held by a member of the Whiting board vested in full prior to the Company Merger Effective Time and such award was cancelled in exchange for the right to receive, at the Company Merger Effective Time, the Merger Consideration with respect to each share of Whiting Common Stock subject to such award.

For		Against		Abstain		Broker Non-Votes
31,373,607		1,842,671		14,690		0

Pursuant to the Merger Agreement, each outstanding Whiting PSU Award (as defined in the Merger Agreement) was assumed by Chord and converted into the right to receive, upon vesting, the Merger Consideration with respect to each share of Whiting Common Stock subject to such Whiting PSU Award, with such number determined based on the greater of (i) the target number of performance stock units subject to such award and (ii) actual achievement of the performance criteria applicable to such award measured based on a truncated performance period ending immediately prior to the Company Merger Effective Time.

~~Proposal~~At ~~No.~~the 3:Company Merger Effective Time, each Converted PSU Award (as defined in the Merger Agreement) continued to be governed by the same terms and conditions that were applicable to the corresponding Whiting ~~Director~~PSU ~~Election~~Award ~~Proposal~~immediately prior to the Company Merger Effective Time (other than any performance-based vesting condition but including any continued service requirements).

~~The~~2 election of the seven directors named in the Proxy Statement to the board of directors of Whiting, to hold office until the earlier of (A) the completion of the merger and (B) the 2023 annual meeting of Whiting stockholders and until their respective successors are duly elected and qualified (the “Whiting director election proposal”):

Name	Votes For	Votes Withheld	Broker Non-Votes
Janet L. Carrig	26,812,951	6,418,017	0
Susan M. Cunningham	30,030,023	3,200,945	0
Paul J. Korus	31,913,401	1,317,567	0
Kevin S. McCarthy	30,125,581	3,105,387	0
Lynn A. Peterson	32,617,723	613,245	0
Daniel J. Rice IV	32,079,773	1,151,195	0
Anne Taylor	32,976,354	254,614	0

Additionally, at the Company Merger Effective Time, in accordance with the terms of (i) the Whiting Series A warrants to purchase Whiting Common Stock (the “Series A Warrants”), issued pursuant to that certain Warrant Agreement by and between Whiting and Computershare Trust Company, N.A., as warrant agent, dated as of September 1, 2020 (the “Series A Warrant Agreement”), and (ii) the Whiting Series B warrants to purchase Whiting Common Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Whiting Warrants”), issued pursuant to that certain Warrant Agreement by and between Whiting and Computershare Trust Company, N.A., as warrant agent, dated as of September 1, 2020 (the “Series B Warrant Agreement” and each, a “Warrant Agreement”), all of the outstanding Whiting Warrants were assumed by Chord pursuant to that certain Warrant Assignment and Assumption Agreement dated as of July 1, 2022, by and among Chord, Whiting, Computershare Inc. and Computershare Trust Company, N.A. (the “Warrant Assignment and Assumption Agreement”), on terms and conditions as nearly equivalent as practicable to provisions set forth in the applicable Warrant Agreement, except that (1) the number of shares of Chord Common Stock subject to each such assumed warrant equaled the product of (x) the number of shares of Whiting Common Stock that were subject to such warrant immediately prior to the Company Merger Effective Time, multiplied by (y) the exchange ratio, and (2) the per-share exercise price of each such assumed warrant equaled the quotient of (A) the exercise price per share of Whiting Common Stock at which such warrant was exercisable immediately prior to the Company Merger Effective Time less the cash consideration, divided by (B) the exchange ratio.

~~Proposal~~The Noforegoing description of the Merger Agreement, the Series A Warrant Agreement, the Series B Warrant Agreement, and the Warrant Assignment and Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, the Series A Warrant Agreement, the Series B Warrant Agreement, and the Warrant Assignment and Assumption Agreement, which are attached hereto as Exhibit 2.1, 4:Exhibit ~~Whiting~~10.1, ~~Annual~~Exhibit ~~Compensation~~10.2, ~~Advisory~~and ~~Proposal~~Exhibit 10.3, respectively, and are incorporated herein by reference.

~~The~~Item ~~approval, on~~1.01 ~~a non-binding advisory~~Entry ~~basis,~~into ofa ~~the~~Material ~~compensation~~Definitive ~~of Whiting’s named executive officers (the “Whiting annual compensation advisory proposal”:~~Agreement

For		Against		Abstain		Broker Non-Votes
32,582,197		632,979		15,972		0

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 81.~~01.~~02 ~~Other~~Termination ~~Events.~~of a Material Definitive Agreement

OnIn ~~June~~connection 28with the closing of the Merger, ~~2022~~on the Company Merger Effective Date, ~~Oasis~~Whiting ~~held~~terminated aall ~~virtual~~outstanding ~~special~~commitments ~~meeting~~ under that certain Credit Agreement, dated as of ~~Oasis’s~~September 1, ~~stockholders~~2020, atamong ~~which~~Whiting, as parent guarantor, Whiting Oil and Gas Corporation, as borrower, the ~~Oasis~~lenders ~~stockholders~~party ~~voted~~thereto toand ~~approve~~JPMorgan Chase Bank, N.A., as administrative agent, as amended by the First Amendment thereto executed effective as of June 7, 2021, and ~~adopt~~as further amended by the ~~merger~~Second ~~agreement~~Amendment thereto executed effective as of September 15, 2021 (as amended, the “Credit Agreement”). In connection with the termination of the Credit Agreement, on the Company Merger Effective Date, all outstanding obligations under the Credit Agreement were paid off in full, and all liens securing such obligations and guarantees of such obligations were released.

~~With~~Item ~~the~~2.01 ~~approval~~Completion of ~~the~~Acquisition ~~Whiting merger proposal, Whiting expects the closing of the merger to occur on~~ or ~~about~~Disposition ~~July 1, 2022, subject to the satisfaction or waiver~~ of ~~the remaining conditions to close, each of which by their nature cannot be satisfied until the closing.~~ Assets

~~Forward~~As discussed in the Introductory Note to this Current Report on Form 8-~~Looking~~K, on ~~Statements~~July 1, 2022, Chord completed its previously announced merger of equals with Whiting pursuant to the terms of the Merger Agreement.

~~Certain~~The ~~statements~~foregoing ~~made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933~~description, ~~Section 21E~~ of the ~~Securities~~Merger ~~Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”~~Agreement, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “continue”, “future”, “will”, “expect”, or other similar words, phrases or expressions. These forward-looking statements include statements regarding Whiting’s or Oasis’ industry, future events, the merger, the estimated or anticipated future results and ~~benefits of~~ the ~~combined~~transactions ~~company~~contemplated ~~following the merger~~thereby, ~~the~~ ~~near-~~is ~~and~~a ~~long-term~~summary ~~success of the combined company following the merger~~only, ~~potential~~does ~~opportunities~~not ~~the~~purport ~~combined~~to ~~company~~be ~~may have~~complete, ~~anticipated~~ ~~timing of the closing of the merger,~~ and ~~other~~is ~~statements that are not historical facts. These statements are based on current expectations and are not predictions of actual performance. These statements are~~ subject to ~~a number of risks~~ and ~~uncertainties~~qualified ~~regarding Whiting’s~~in ~~and~~its ~~Oasis’~~entirety ~~businesses~~by ~~and~~reference ~~the merger, and actual results may differ materially. These risks and uncertainties include, but are not limited~~ to the ~~risk~~full ~~that~~text ~~a condition to closing~~ of the ~~merger~~Merger ~~may~~Agreement. ~~not~~The beinformation ~~satisfied;~~set ~~that~~forth ~~either~~in ~~party may terminate~~ the ~~merger agreement~~Introductory orNote ~~that the closing~~ of ~~the~~this ~~merger~~Current ~~might~~Report be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management time on ~~transaction~~ Form 8-~~related~~K is incorporated ~~issues;~~by ~~the~~reference ~~ultimate~~into ~~timing,~~this outcome and results of integrating the operations of Whiting and Oasis; the effects of the business combination of Whiting and Oasis, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the transaction; the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the mergerItem 2.01.

~~Additional~~Item factors that could cause results to differ materially from those described above can be found in Whiting’s Annual Report on Form 10-K for the year ended December 31, 2021, as amended (the “Whiting Form 10-K”), which is on file with the SEC and available on Whiting’s website at www2.~~whiting.com under the~~02 ~~“Investor~~Results ~~Relations”~~of ~~tab,~~Operations ~~in other documents Whiting files with the SEC, in Oasis’ Annual Report on Form 10-K for the year ended December 31, 2021, which is on file with the SEC~~ and ~~available~~Financial ~~on Oasis’ website at www.oasispetroleum.com under the “Investors” tab, and in other documents Oasis files with the SEC.~~Condition

~~All~~On ~~forward-looking~~July 1, ~~statements~~2022, ~~speak~~Chord ~~only~~issued asa ~~of the~~press ~~date~~release ~~they~~annoucing ~~are~~completion ~~made~~of ~~and~~the ~~are~~transactions ~~based~~contemplated onby ~~information~~the ~~available~~Merger atAgreement, ~~that~~containing ~~time.~~updated ~~Neither~~guidance ~~Whiting~~for ~~nor~~historical Oasis ~~assumes~~and ~~any~~for ~~obligation~~Whiting tofor ~~update forward-looking~~the ~~statements~~quarter toended ~~reflect~~June 30, ~~circumstances~~2022. orIn ~~events~~addition, ~~that~~on ~~occur~~July 1, ~~after~~2022, ~~the~~Chord ~~date~~released ~~the~~an ~~forward-looking~~investor ~~statements~~presentation ~~were~~regarding ~~made or to reflect~~ the ~~occurrence~~transactions ofcontemplated ~~unanticipated~~by ~~events~~the ~~except~~Merger asAgreement ~~required~~and bycontaining ~~federal~~pro ~~securities~~forma ~~laws.~~financial Asresults ~~forward-looking~~for ~~statements~~the ~~involve~~quarter ~~significant risks~~ended ~~and uncertainties~~March 31, ~~caution~~2022 ~~should~~and beupdated ~~exercised~~guidance ~~against~~for ~~placing~~the ~~undue~~quarter ~~reliance~~ended onJune 30, ~~such statements~~2022.

~~Important~~The ~~Additional~~full ~~Information~~text ~~Regarding~~of the ~~Merger~~press ~~Will~~release Beand ~~Filed With~~ the ~~SEC~~investor presentation are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 2.02.

~~This~~3 communication is being made in respect of the merger involving Whiting and Oasis. Whiting and Oasis have filed with the SEC, in connection with the solicitation of proxies for the special meeting of Whiting’s stockholders and the special meeting of Oasis’s stockholders, a Proxy Statement and a Registration Statement on Form S-4 relating to the merger (the “Registration Statement”), of which the Proxy Statement is a part. The Registration Statement was declared effective by the SEC on May 24, 2022, and the Proxy Statement was sent to the stockholders of Whiting and the stockholders of Oasis on or about May 24, 2022. Investors and security holders of Whiting and Oasis are each advised to read the Registration Statement, the Proxy Statement and other relevant documents to be filed by Whiting and Oasis with the SEC, because they contain important information about the merger and the parties to the merger. Investors and security holders may obtain a free copy of the Registration Statement, the Proxy Statement, any amendments or supplements thereto and other documents filed by Whiting and Oasis with the SEC from the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Whiting are available free of charge at Whiting’s website at www.whiting.com under the “Investor Relations” tab or by directing a request to: Investor Relations Department at (303) 837-1661 or BrandonD@whiting.com. Copies of documents filed with the SEC by Oasis are available free of charge at Oasis’ website at www.oasispetroleum.com under the “Investors” tab or by directing a request to: Oasis’ Investor Relations Department at (281) 404-9600 or ir@oasispetroleum.com.

~~Participants~~In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 2.02 and the press release and the investor presentation attached hereto as Exhibits 99.1 and 99.2, respectively, shall not be deemed to be “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 such information be deemed incorporated by reference in any filing under the ~~Solicitation~~Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Whiting~~Item and Oasis and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Whiting’s stockholders and Oasis’ stockholders in connection with the merger3.01 ~~Information~~Notice ~~regarding the directors, executive officers, other members~~ of ~~management,~~Delisting and employees of each of Whiting and Oasis is included in the Proxy Statement and certain of Whiting’s and Oasis’s other SEC filings made subsequent to the date of the Proxy Statement. To the extent holdings of Whiting’s or ~~Oasis’~~Failure securities by such individuals have changed since the amounts printed in the Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC, if such individual is subject to ~~the~~Satisfy ~~reporting~~a ~~requirements~~Continued ofListing ~~Section~~Rule ~~16. Additional information regarding the identity of potential participants, and their direct~~ or ~~indirect~~Standard; ~~interests,~~Transfer ~~by security holdings or otherwise, is set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the special meeting~~ of ~~Whiting’s stockholders.~~Listing

NoPrior ~~Offer~~to orthe ~~Solicitation~~completion of the Merger, shares of Whiting Common Stock were listed and traded on the New York Stock Exchange (the “NYSE”) under the trading symbol “WLL”. Pursuant to the Merger Agreement, Whiting notified the NYSE of the Merger and requested that the NYSE withdraw the listing of Whiting Common Stock. Upon Whiting’s request, the NYSE filed a notification of removal from listing on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the delisting of the Whiting Common Stock and the deregistration of the Whiting Common Stock under Section 12(b) of the Exchange Act. The trading of Whiting Common Stock on the NYSE was suspended before the opening of the market on July 1, 2022 and is no longer listed on the NYSE. In addition, Whiting Holdings intends to file with the SEC a Form 15 requesting that the reporting obligations of Whiting Holdings under Sections 13(a) and 15(d) of the Exchange Act be suspended.

~~This~~Item document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law3.03 ~~Subject~~Material toModification ~~certain exceptions~~ to beRights approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of ~~the~~Security laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.Holders

~~SIGNATURES~~The information set forth in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~Pursuant~~Item to5.01 ~~the~~Changes ~~requirements~~in ofControl ~~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.~~Registrant

	WHITING PETROLEUM CORPORATION
Date: June 28, 2022	By:	/s/ Lynn A. Peterson
	Name:	Lynn A. Peterson
	Title:	President and Chief Executive Officer

As a result of the consummation of the Company Merger, at the Company Merger Effective Time, Whiting become a wholly owned subsidiary of Chord. Immediately following the Company Merger, as a result of the consummation of the LLC Sub Merger, Whiting merged with and into Whiting Holdings, with Whiting Holdings continuing as the surviving entity and a wholly owned subsidiary of Chord.

The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to the Merger Agreement, all of the directors and officers of Whiting ceased serving in such capacities, effective as of the Company Merger Effective Time. The former directors and officers of Whiting will receive severance benefits pursuant to their respective employment agreements.

In addition, as contemplated by the Merger Agreement, effective as of the Company Merger Effective Time, Lynn A. Peterson, Susan M. Cunningham, Paul J. Korus, Kevin S. McCarthy and Anne Taylor, who were members of the board of directors of Whiting immediately prior to the Company Merger Effective Time, were appointed to Chord’s board of directors, with Mr. Peterson serving as Executive Chair. Charles “Chip” Rimer, who was Executive Vice President Operations and Chief Operating Officer of Whiting prior to the Company Merger Effective Date, was appointed as Chord’s Executive Vice President and Chief Operating Officer, as of the Company Merger Effective Time; and M. Scott Regan, who was Vice President, Legal, General Counsel and Secretary of Whiting prior to the Company Merger Effective Date, was appointed as Executive Vice President, General Counsel and Secretary of Chord, as of the Company Merger Effective Time.

Item 5.03

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

In connection with the consummation of the LLC Sub Merger, the certificate of formation and limited liability company agreement of LLC Sub as in effect immediately prior to the effective time of the LLC Sub Merger became the certificate of formation and limited liability company agreement of Whiting Holdings. On July 5, 2022, such certificate of formation was amended by that certain certificate of amendment (“Certificate Amendment”) to change the name of LLC Sub from New Ohm LLC to Whiting Holdings LLC. The certificate of formation and limited liability company agreement of Whiting Holdings LLC in effect after the LLC Sub Merger are attached as Exhibits 3.1 and 3.3, and the Certificate Amendment is attached as Exhibit 3.2 to this Current Report on Form 8-K.

The foregoing disclosures are subject to and qualified in their entirety by reference to Exhibits 3.1, 3.2 and 3.3 of this Current Report on Form 8-K, which are incorporated by reference into this Item 5.03.

Item 7.01

Regulation FD Disclosure

On July 1, 2022, Chord issued a press release and released an investor presentation announcing the completion of the Merger and other matters.

The full text of the press release and the investor presentation are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 and the press release and the investor presentation attached hereto as Exhibits 99.1 and 99.2, respectively, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of March 7, 2022, by and among Oasis Petroleum Inc., Whiting Petroleum Corporation, Ohm Merger Sub Inc. and New Ohm LLC (incorporated by reference to Exhibit 2.1 to Whiting Petroleum Corporation’s Current Report on Form 8-K filed on March 8, 2022).

3.1		Certificate of Formation of Whiting Holdings LLC (f/k/a New Ohm LLC), dated February 18, 2022.

3.2		Certificate of Amendment to Certificate of Formation of Whiting Holdings LLC (f/k/a New Ohm LLC), dated July 5, 2022.

3.3		Limited Liability Company Agreement of Whiting Holdings LLC (f/k/a New Ohm LLC), dated February 18, 2022.

10.1		Series A Warrant Agreement, dated as of September 1, 2020, by and among Whiting Petroleum Corporation, Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.2 to Whiting Petroleum Corporation’s Current Report on Form 8-K12B (File No. 001-31899) filed on September 1, 2020).

10.2		Series B Warrant Agreement, dated as of September 1, 2020, by and among Whiting Petroleum Corporation, Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.3 to Whiting Petroleum Corporation’s Current Report on Form 8-K12B (File No. 001-31899) filed on September 1, 2020).

10.3		Warrant Assignment and Assumption Agreement, dated as of July 1, 2022, by and among Oasis Petroleum Inc., Whiting Petroleum Corporation, Computershare Inc. and Computershare Trust Company, N.A.

99.1		Press Release, dated July 1, 2022.

99.2		Investor Presentation, dated July 1, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


		Whiting Holdings LLC (successor in interest to Whiting Petroleum Corporation)
Date: July 7, 2022

	By:	/s/ M. Scott Regan
		M. Scott Regan
		Executive Vice President, General Counsel and Secretary

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