8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 5, 2022

DENBURY INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12935	20-0467835
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5851 Legacy Circle
Plano,	Texas	75024	(972)	673-2000
(Address of principal executive offices)		(Zip code)	(Registrant’s telephone number, including area code)

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 Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.001 per share	DEN	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 2.02 – Results of Operations and Financial Condition

On May 5, 2022, Denbury Inc. issued a press release announcing its 2022 first quarter financial and operating results. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 2.02, in Item 7.01 below, and in Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission (unless otherwise specifically provided therein), whether or not filed under the Securities Act of 1933, as amended, or the 1934 Act, regardless of any general incorporation language in any such document.

Item 7.01 – Regulation FD Disclosure

On May 5, 2022, Denbury Inc. issued a press release announcing that its Board of Directors had authorized a common stock repurchase program, the details of which are set forth in Item 8.01 below.

Item 8.01 – Other Events

On May 5, 2022 the Board of Directors authorized a share repurchase program under which the Company may purchase up to $250 million of the Company’s outstanding common stock.

Subject to applicable rules and regulations, the Company may repurchase its common stock from time to time in open market transactions, through privately negotiated transactions, or by other means. The Company is not obligated to repurchase any specific dollar amount or specific number of shares of its common stock under the repurchase program. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as assessment of the capital needs of the Company, the market price of its common stock, general market conditions, and other business considerations. This repurchase program has no prescribed term and may be suspended or discontinued at any time.

See the Company’s press release issued on May 5, 2022 attached as Exhibit 99.2.

Item 9.01 – Financial Statements and Exhibits

(d)Exhibits.

The following exhibit is furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number	Description
99.1*	Denbury Reports First Quarter 2022 Results – Press Release dated May 5, 2022.
99.2*	Denbury Announces $250MM Share Repurchase Authorization – Press Release dated May 5, 2022.
104	The cover page has been formatted in Inline XBRL.

*    Included herewith.

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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.

	Denbury Inc. (Registrant)
Date: May 5, 2022	By:	/s/ James S. Matthews
		James S. Matthews
		Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

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EX-99.1

Document

EX-99.2

News Release

Denbury Announces $250MM Share Repurchase Authorization

PLANO, Texas – May 5, 2022 – Denbury Inc. (NYSE: DEN) (“Denbury” or the “Company”) today announced that its Board of Directors has authorized a share repurchase program under which the Company may repurchase up to $250 million of its outstanding shares of common stock, which represent more than 7% of Denbury’s current market capitalization.

“Denbury maintains a disciplined approach to capital allocation and is committed to deploying capital toward opportunities that drive the greatest value for our shareholders,” commented Mark Allen, EVP and Chief Financial Officer. “With our anticipated strong free cash flow generation and the significant value opportunity ahead of us with CCUS, we believe a share repurchase program is warranted. We expect to maintain our strong balance sheet and advance our EOR and CCUS strategic priorities while returning meaningful capital to shareholders through this share repurchase program.”

The timing and amount of any share repurchases under the share repurchase program will be determined by Denbury’s management at its discretion based on ongoing assessments of the capital needs of its business, the market price of Denbury’s common stock, general market conditions and applicable legal requirements. Share repurchases may be made through a variety of methods, which could include open market purchases, negotiated transactions, block trades, exchange transactions, other methods or any combination of such methods. The program does not obligate Denbury to acquire any particular dollar amount or number of shares of its common stock, and the share repurchase program may be suspended or discontinued at any time at the Company’s discretion. The share repurchase program has no prescribed term.

ABOUT DENBURY

Denbury is an independent energy company with operations and assets focused on Carbon Capture, Use and Storage (CCUS) and Enhanced Oil Recovery (EOR) in the Gulf Coast and Rocky Mountain regions. For over two decades, the Company has maintained a unique strategic focus on utilizing CO2 in its EOR operations and since 2012 has also been active in CCUS through the injection of captured industrial-sourced CO2. The Company currently injects over four million tons of captured industrial-sourced CO2 annually, with an objective to fully offset its Scope 1, 2, and 3 CO2 emissions by 2030, primarily through increasing the amount of captured industrial-sourced CO2 used in its operations. For more information about Denbury, visit www.denbury.com.

Follow Denbury on Twitter and Linkedin.

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This press release contains forward looking statements that involve risks and uncertainties, including risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission, which risks and uncertainties are incorporated by reference as though fully set forth herein. These statements are based on financial and operating assumptions that the Company believes are reasonable based on currently available information however, management’s assumptions and the Company’s future performance are subject to a wide range of business risks, and there is no assurance that these goals and projections can or will be met. Actual results may vary materially.Any forward-looking statements represent the Company’s estimates only as of today and should not be relied upon as representing its projections as of any future date.

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DENBURY IR CONTACTS

Brad Whitmarsh, 972.673.2020, brad.whitmarsh@denbury.com

Beth Bierhaus, 972.673.2554, beth.bierhaus@denbury.com

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XML

Document and Entity Information Document	May 05, 2022
Cover [Abstract]
Entity Central Index Key	0000945764
Document Type	8-K
Document Period End Date	May 05, 2022
Entity Registrant Name	DENBURY INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-12935
Entity Tax Identification Number	20-0467835
Entity Address, Address Line One	5851 Legacy Circle
Entity Address, City or Town	Plano,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	(972)
Local Phone Number	673-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	DEN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false