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): ~~March~~April 713, 2022

WHITING PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31899	20-0098515
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1700 Lincoln Street, Suite 4700 Denver, Colorado		80203-4547
(Address of principal executive office)		(Zip Code)
(Address of principal executive offices)		(Zip code)

(303) 837-1661

(Registrant’s telephone number, including area code)

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)~~:

x 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:

Common Stock, $0.001 par value	WLL	New York Stock Exchange
Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging ~~growth~~ 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~~growth ~~Company~~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 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Merger~~On ~~Agreement~~April 13, 2022, the board of directors (the “Board”) of Whiting Petroleum Corporation, (the “Company,” “we,” “us” or “our”) approved that certain (i) first addendum to executive employment and severance agreement for Charles J. Rimer and (ii) the form of first addendum to employment agreements for certain executives of the Company, each effective as of the Closing (as defined below). The Board also approved certain amendments to the dividend equivalent rights with respect to outstanding equity awards, and modified the definition of “Change in Control” for purposes of certain compensatory arrangements.

OnFirst ~~March~~Addendum 7,to ~~2022, Whiting~~Executive ~~Petroleum~~Employment ~~Corporation, a Delaware corporation (“Whiting”), Ohm Merger Sub Inc., a Delaware corporation~~ and aSeverance wholly owned subsidiary of Oasis (“Merger Sub”), Oasis Petroleum Inc., a Delaware corporation (“Oasis”), and New Ohm LLC, a Delaware limited liability company and a wholly owned subsidiary of Oasis (“LLC Sub”), entered into an Agreement ~~and~~ ~~Plan~~for ofCharles ~~Merger (the “Merger Agreement”)~~J. Rimer

~~The~~On ~~Merger~~April ~~Agreement~~13, ~~among~~2022, the ~~other~~Board ~~things,~~approved ~~provides~~an ~~for~~Addendum (the ~~combination~~“Rimer ofAddendum”) ~~Oasis~~to ~~and~~that ~~Whiting~~certain ~~through~~Executive ~~(i)~~Employment ~~the~~and ~~merger~~Severance ofAgreement, effective ~~Merger~~February ~~Sub~~2, ~~with~~2021, by and ~~into~~between ~~Whiting (~~the “Company ~~Merger”),~~ ~~with~~and ~~Whiting~~Charles ~~continuing~~J. ~~its~~Rimer, ~~existence~~our asExecutive ~~the~~Vice ~~surviving~~President ~~corporation~~Operations ~~following~~and ~~the~~Chief Operating ~~Company~~Officer ~~Merger~~ (the “~~Surviving Corporation~~Rimer Employment Agreement”). asThe aRimer ~~direct~~Addendum ~~wholly~~is ~~owned~~effective ~~subsidiary~~as of ~~Oasis,~~ and ~~(ii)~~conditioned upon the closing ~~subsequent~~(the ~~merger~~“Closing”) of the ~~Surviving~~transactions ~~Corporation~~(the ~~with~~“Transactions”) ~~and into~~contemplated ~~LLC~~by ~~Sub~~that ~~(the~~certain ~~“LLC~~Agreement ~~Sub~~and Plan of Merger” by and, ~~together~~between ~~with~~ the Company ~~Merger~~, ~~the~~Oasis Petroleum Inc. (“~~Mergers~~Oasis”), ~~with~~Ohm ~~LLC~~Merger Sub, ~~continuing as~~Inc. ~~the~~and ~~surviving~~New ~~entity~~Ohm asLLC, adated ~~direct~~March ~~wholly~~7, 2021 ~~owned subsidiary of Oasis~~ (the “~~Surviving~~Merger ~~Entity~~Agreement”). ~~The~~Capitalized ~~transactions~~terms ~~contemplated by~~that ~~the~~are ~~Merger~~not ~~Agreement,~~otherwise ~~including~~defined ~~the~~herein ~~Mergers,~~have ~~are~~the ~~referred~~meanings toset asforth in the ~~“Transactions~~Rimer Employment Agreement.”

The ~~board~~Rimer ofAddendum ~~directors of~~provides ~~Whiting~~that ~~(the~~Mr. ~~“Whiting~~Rimer ~~Board”)~~will ~~unanimously~~not ~~(i)~~exercise ~~approved~~his ~~and~~right ~~declared~~to ~~advisable~~terminate ~~the~~employment ~~Merger~~for ~~Agreement~~Good ~~and~~Reason ~~the~~that ~~Transactions,~~would ~~including the~~otherwise ~~Mergers,~~be ~~(ii)~~triggered ~~directed~~solely ~~that~~as a result of the ~~Merger~~Closing ~~Agreement~~and behis ~~submitted~~commencing toemployment ~~the~~with ~~holders~~Oasis ofor ~~Whiting~~a ~~Common~~subsidiary ~~Stock~~of ~~(as~~Oasis; ~~defined~~however, ~~below)~~Mr. ~~for~~Rimer ~~its~~does ~~adoption and~~not ~~(iii)~~waive ~~resolved~~his right to ~~recommend~~terminate employment ~~that~~for ~~the~~Good ~~holders~~Reason ofwith ~~Whiting~~respect ~~Common~~to ~~Stock~~actions ~~approve~~taken ~~and~~by ~~adopt~~Oasis ~~the~~or ~~Merger~~any ~~Agreement~~of ~~and~~its ~~the~~subsidiaries ~~Transactions, including~~following the ~~Mergers~~Closing.

~~Subject~~The toRimer ~~the~~Addendum ~~terms and~~also ~~conditions of the Merger Agreement~~provides that, aton the ~~effective~~earlier ~~time~~ of ~~the Company Merger~~ (~~the~~i) ~~“Company~~December ~~Merger~~31, ~~Effective Time”)~~2023, ~~each~~(ii) ~~share of capital stock of Merger Sub issued and outstanding as of immediately prior to~~ the ~~Company~~date ~~Merger Effective~~mutually ~~Time~~agreed ~~will~~between beMr. ~~converted~~Rimer ~~into~~ and ~~will~~Oasis ~~represent~~for ~~one~~Mr. ~~validly~~Rimer’s ~~issued~~resignation, ~~fully paid and nonassessable share of common stock, par~~ ~~value~~or ~~$0.001 per share, of the Surviving Corporation~~ (~~“Surviving Corporation Common Stock”~~iii), ~~which shall constitute~~ the ~~only~~ ~~outstanding~~date ~~shares of common stock of the Surviving Corporation immediately following the Company Merger Effective Time~~Mr. ~~Each share~~Rimer’s ofemployment ~~common~~is ~~stock~~terminated ~~of Whiting, par value $0.001 per share~~ (~~“Whiting Common Stock”~~a), ~~issued~~by ~~and~~Oasis ~~outstanding immediately~~without ~~prior~~Cause, ~~to the Company Merger Effective Time~~ (~~excluding~~b) ~~certain~~by ~~excluded~~Mr. ~~shares~~Rimer as ~~set~~a ~~forth~~result inof ~~the~~Good ~~Merger~~Reason ~~Agreement,~~(for ~~among~~actions ~~which~~taken ~~will~~by beOasis or any ~~shares~~of ~~with~~its ~~respect~~subsidiaries tofollowing ~~which~~the ~~appraisal~~Closing) ~~has~~or ~~been properly demanded pursuant to Delaware law~~(c), ~~will~~as ~~be converted~~a ~~automatically~~result atof ~~the Company Merger Effective Time into the right to receive 0~~Mr.~~5774~~ ~~(the~~Rimer’s ~~“Exchange~~death ~~Ratio”) shares~~or ~~of Oasis common stock~~Disability, ~~par value $0~~ Mr.01 ~~per~~Rimer’s ~~share~~employment ~~(“Oasis~~will ~~Common~~terminate ~~Stock”) (the “Share Consideration”),~~ and ~~$6.25~~Oasis inwill ~~cash, without~~pay ~~interest~~or (provide the ~~“Cash~~severance ~~Consideration”~~payments and, ~~together~~benefits ~~with~~to ~~the~~Mr. ~~Share~~Rimer ~~Consideration,~~that ~~the~~he ~~"Merger Consideration"). In~~would ~~addition,~~otherwise atbe ~~the~~entitled ~~effective~~to ~~time~~under of the ~~LLC~~Rimer ~~Sub~~Employment ~~Merger~~Agreement ~~(the “LLC Sub Merger Effective Time”), each share of Surviving Corporation Common Stock issued and outstanding~~ as ofif ~~immediately~~he ~~prior~~had toexperienced ~~the~~a ~~LLC~~termination ~~Sub~~without ~~Merger~~Cause ~~Effective~~within ~~Time~~12 ~~will~~months ~~automatically be~~following ~~cancelled~~a ~~and~~Change ~~each~~in ~~unit~~Control, ~~of LLC Sub issued~~ and any then-outstanding ~~immediately~~unvested ~~prior~~equity toawards ~~the~~held ~~LLC~~by ~~Sub~~Mr. ~~Merger~~Rimer ~~Effective Time~~ will ~~remain~~become ~~issued and~~fully ~~outstanding~~vested ~~and~~as ~~will represent the only outstanding units~~ of ~~the~~such ~~Surviving Entity immediately following the LLC Sub Merger Effective Time~~date.

Additionally, pursuant to the Merger Agreement, at the Company Merger Effective Time, each outstanding award of restricted stock units subject to time-based vesting issued pursuant to Whiting’s 2020 Equity Incentive Plan (the “Whiting Equity Plan”) outstanding immediately prior to the Company Merger Effective Time (each, a “Whiting Time-Based RSU Award”) will be assumed by Oasis and converted into the right to receive, upon vesting, the Merger Consideration for each share of Whiting Common Stock subject to such Whiting Time-Based RSU Award (such restricted stock unit, a “Converted Time-Based RSU”), effective as of the Company Merger Effective Time. Effective as of the Company Merger Effective Time, each Converted Time-Based RSU will continue to be governed by the same terms and conditions (including vesting and forfeiture) that were applicable to the corresponding Whiting Time-Based RSU Award immediately prior to the Company Merger Effective Time; provided that immediately prior to the Company Merger Effective Time, by virtue of the occurrence of the closing of the Transactions (the “Closing”), (i) (A) one-third of each Whiting Time-Based RSU Award granted in September 2020 to an executive officer of Whiting will vest immediately and such vested portion will be canceled in exchange for the right to receive the Merger Consideration for each share of Whiting Common Stock subject to such vested portion and (B) any remaining unvested portion of such award will be assumed by Oasis and converted as described above, and (ii) each Whiting Time-Based RSU Award held by a member of the Whiting Board will vest in full immediately prior to the Company Merger Effective Time and will be canceled in exchange for the right to receive the Merger Consideration for each share of Whiting Common Stock subject to such award.2

2Finally, the Rimer Addendum provides that, if Mr. Rimer alleges a termination for Good Reason as a result of a condition or circumstance that occurs during the period from the date of the Closing until December 31, 2023, then Mr. Rimer must provide written notice to the Company by the later of December 31, 2022 and the date that is three months following the date of the initial occurrence of the condition or circumstance giving rise to Good Reason.

AsThe offoregoing ~~the Company Merger~~description ~~Effective Time, each outstanding award~~ of ~~performance stock units issued pursuant to~~ the ~~Whiting~~Rimer ~~Equity~~Addendum ~~Plan~~is ~~outstanding~~not ~~immediately prior~~complete toand ~~the~~is ~~Company~~qualified ~~Merger~~in ~~Effective~~its ~~Time~~entirety ~~(each, a “Whiting PSU Award”) will be assumed~~ by ~~Oasis~~reference ~~and converted into the right~~ to ~~receive, upon vesting,~~ the ~~Merger~~full ~~Consideration~~text ~~for each share~~ of ~~Whiting~~the ~~Common~~Rimer ~~Stock subject to such Whiting PSU Award (such performance stock unit~~Addendum, awhich ~~“Converted~~is ~~PSU”) with the number of shares of Whiting Common Stock subject to such Whiting PSU~~filed ~~Award~~hereto ~~determined~~as ~~based~~Exhibit on10.1 ~~the greater of (i) the target number of performance stock units subject to such Whiting PSU Award~~ and ~~(ii) actual~~incorporated achievement of the performance criteria applicable to such Whiting PSU Award measured based on a truncated performance period that ends immediately prior to the Company Merger Effective Time. Each Converted PSU will otherwise continue to be governed by ~~the same~~reference terms and conditions that were applicable to the corresponding Whiting PSU Award immediately prior to the Company Merger Effective Time (other than any performance-based vesting condition but including any continued service requirements)herein.

~~Special~~Form ~~Dividend~~of First Addendum to ~~Oasis~~Employment Agreements for Certain Executives ~~Stockholders~~of the Company

~~Prior~~On toApril 13, 2022, the ~~Company~~Board ~~Merger~~approved ~~Effective~~a ~~Time,~~form ~~subject~~Addendum (the “Form Addendum”) to the ~~terms~~Executive Employment and ~~conditions~~Severance Agreement by and between the Company and each of certain executive officers of the ~~Merger~~Company ~~Agreement~~(each, ~~Oasis~~an ~~will~~“Employment ~~declare~~Agreement” and ~~set~~collectively, ~~record~~the ~~and~~“Employment Agreements”), ~~payment~~which include the following named executive officers: (i) James P. Henderson, our Executive Vice President Financial ~~dates~~and ~~for~~Chief aFinancial ~~special~~Officer, ~~dividend~~(ii) toM. ~~holders~~Scott ofRegan, ~~Oasis~~our ~~Common~~Vice ~~Stock~~President, ofLegal, upGeneral toCounsel ~~$15~~and Secretary and (iii) Sirikka R.00 ~~per~~Lohoefener, our ~~share~~Vice President, Accounting and Controller (~~the~~each, ~~“Special~~an ~~Dividend~~“Executive”) and collectively, the ~~payment~~ of“Executives”). ~~which~~The ~~will~~Form Addendum beis ~~contingent~~effective onas ~~the~~of ~~consummation~~and ofconditioned upon the ~~Company Merger~~Closing. ~~The~~Capitalized ~~Special~~terms ~~Dividend~~that ~~will~~are benot inotherwise ~~addition~~defined toherein ~~dividends~~have the meanings ~~that~~set ~~are~~forth ~~consistent~~in ~~with~~each ~~Oasis~~Executive’s ~~previously~~Employment ~~announced dividend policy~~Agreement.

~~Treatment~~The Form Addendum provides that, if the Executive alleges a termination for Good Reason as a result of ~~Warrants~~a condition or circumstance that occurs during the period from the date of the Closing until December 31, 2023, then the Executive must provide written notice to the Company by the later of December 31, 2022 and the date that is three months following the date of the initial occurrence of the condition or circumstance giving rise to Good Reason. For any condition or circumstance that arises following December 31, 2023, the Executive must provide the Company with written notice of the condition or circumstance giving rise to Good Reason within 30 days of its initial occurrence.

~~All~~The ofForm ~~Whiting’s outstanding~~Addendum ~~warrants~~also will be assumed by Oasis effective as of the Company Merger Effective Time on terms and conditions substantially similar to provisions set forth in the applicable Whiting warrant agreement, except that (i) extends the ~~number~~period ofduring ~~shares~~which ~~of Oasis~~the ~~Common~~Executives ~~Stock~~would ~~subject to such assumed warrant will~~ be ~~equal~~eligible tofor ~~the~~enhanced ~~product~~severance ~~of (x)~~payments ~~the~~upon ~~number~~certain ofqualifying ~~shares of Whiting Common~~terminations ~~Stock that~~from ~~were~~12 ~~subject~~months tofollowing ~~such~~a ~~warrant~~Change ~~immediately~~in ~~prior~~Control to ~~the~~18 ~~Company~~months ~~Merger~~following ~~Effective~~a ~~Time,~~Change ~~multiplied~~in byControl ~~(y) the Exchange Ratio,~~ and (ii) expands the ~~per-share~~list ~~exercise~~of ~~price~~qualifying ofterminations following ~~such~~which ~~assumed~~the ~~warrant~~Executive ~~will~~would be ~~equal~~eligible tofor ~~the~~enhanced ~~quotient~~severance ~~of (1)~~within ~~the exercise~~three ~~price~~months ~~per~~prior ~~share~~to ofor ~~Whiting~~18 ~~Common~~months ~~Stock at~~following ~~which~~a ~~such~~Change ~~warrant~~in Control ~~was exercisable immediately prior~~ to ~~the~~include ~~Company Merger~~a ~~Effective~~termination ~~Time~~due ~~less~~to the ~~Cash~~Executive’s ~~Consideration,~~death ~~divided~~or byDisability ~~(2)~~during ~~the~~such ~~Exchange~~time ~~Ratio~~period.

~~Governance~~The foregoing description of the Form Addendum is not complete and ~~Other~~is qualified in its entirety by reference to the full text of the Form Addendum, which is filed ~~Corporate~~hereto ~~Matters~~as Exhibit 10.2 and incorporated by reference herein.

~~The~~Amendment Merger Agreement provides that, at the Company Merger Effective Time, the board of the combined company will consist of ten members, of whom (i) five directors will be designated by Oasis, which designees will consist of Daniel Brown, the Chief Executive Officer, and four independent directors designated in writing by Oasis prior to ~~the~~Dividend ~~time~~Equivalent atRights ~~which the registration statement relating to the issuance of shares of Oasis Common Stock in connection~~ with ~~the Transactions (the “Registration Statement”) becomes effective under the Securities Act of 1933,~~ asrespect amended (the “Securities Act”), and (ii) five directors will be designated by Whiting, which designees will consist of Lynn A. Peterson, the Executive Chair, and four independent directors designated in writing by Whiting prior to ~~the~~Outstanding ~~time~~Equity ~~at which the Registration Statement becomes effective under the Securities Act.~~Awards

~~Mr.~~On ~~Peterson~~April 13, ~~will~~2022, ~~serve~~ as required ~~Executive~~pursuant ~~Chair~~to ofthe Merger Agreement, the ~~board~~Board ofamended ~~directors~~the terms of ~~the~~all ~~combined~~outstanding ~~company,~~performance stock units (“PSUs”) and ~~Mr.~~restricted ~~Brown~~stock ~~will~~units ~~serve~~(“RSUs”) that remain unvested and outstanding as of the ~~Chief~~date ~~Executive~~of ~~Officer~~the Closing such that, effective as of and contingent on the Closing, the dividend equivalents applicable to such RSUs and PSUs shall no ~~combined~~longer ~~company.~~be ~~Other~~deemed ~~senior~~to ~~leadership~~be ~~positions~~reinvested ofin ~~the~~additional ~~combined~~RSUs ~~company~~or ~~will~~PSUs, as applicable, but shall instead be ~~filled~~credited byand ~~certain~~solely ~~current~~settled ~~executives~~in cash ofupon ~~Whiting~~vesting, or forfeited (if applicable) at the same time and ~~Oasis~~to the same extent, as the RSUs or PSUs to which they are attributable.

~~The combined company will be headquartered in Houston, Texas, and the parties will mutually agree upon the name and new ticker symbol of the combined company prior to Closing.~~3

~~Conditions~~Deemed toChange ~~the~~in ~~Merger~~Control

~~The~~On ~~Closing~~April ~~is subject to certain conditions~~13, ~~including~~2022, ~~among~~as ~~others,~~required pursuant ~~(i)~~to the ~~receipt~~Merger ofAgreement, the ~~required~~Board ~~approvals~~deemed ~~from each of Whiting’s stockholders and Oasis’s stockholders, (ii)~~ the ~~expiration~~transactions orcontemplated ~~termination~~by of the ~~waiting~~Merger ~~period~~Agreement ~~under~~to ~~the~~constitute ~~Hart-Scott-Rodino~~a ~~Antitrust~~“Change ~~Improvements~~in ~~Act~~Control” or “Change of ~~1976~~Control,” as ~~amended~~applicable, ~~(iii)~~for ~~the~~purposes ~~absence~~ of ~~any~~(i) ~~law or order prohibiting~~ the ~~consummation~~Whiting ofPetroleum ~~the~~Corporation ~~Mergers,~~2020 ~~(iv) the~~Equity ~~effectiveness~~Incentive ofPlan (the ~~Registration~~“Incentive ~~Statement~~Plan”), (vii) ~~the~~all ~~authorization~~award ~~for~~agreements ~~listing~~with ofrespect ~~the~~to ~~Oasis~~awards ~~Common~~granted ~~Stock~~under ~~issuable~~the ~~pursuant~~Incentive toPlan ~~the~~that ~~Merger~~are ~~Agreement~~outstanding onas ~~NASDAQ, (vi) the declaration~~ of the ~~Special~~Closing, ~~Dividend~~ and (~~vii~~iii) ~~receipt of certain tax opinions. The obligation of each party to consummate~~ the ~~Mergers~~Executive isEmployment ~~also conditioned upon the other party’s representations~~ and ~~warranties~~Severance ~~being~~Agreement ~~true and~~by ~~correct (subject to certain materiality exceptions)~~ and ~~the~~between ~~other party having performed in all material respects its obligations under~~ the ~~Merger~~Company ~~Agreement,~~ and ~~the~~each ~~receipt~~ of anour named ~~officer’s~~executive ~~certificate from the other party to such effect~~officers.

3No Offer or Solicitation

~~Termination~~This communication ~~Rights~~does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

~~The~~Important ~~Merger Agreement contains~~Additional certain termination rights for both Whiting and Oasis, including, among others, (i) by either Whiting or Oasis if a final non-appealable governmental order has been issued prohibiting the Mergers, (ii) by either Whiting or Oasis if the Mergers shall not have been consummated by 5:00 p.m. Houston, Texas time on October 7, 2022, (iii) by a party if the other party breaches any of its representations, warranties, covenants or other agreements in the Merger Agreement subject to certain conditions, (iv) by either Whiting or Oasis, if the requisite Whiting and Oasis stockholder approval, respectively, shall not have been obtained upon a vote at a duly held stockholder meeting or (v) by a party if the other party’s board of directors changes its recommendation with respect to the Transactions.Information

IfIn connection with the ~~Merger~~Transactions, ~~Agreement~~Whiting isand Oasis intend to file materials with the U.S. Securities and Exchange Commission (the ~~terminated~~“SEC”), inincluding that ~~certain~~will ~~specified~~include ~~circumstances~~a joint proxy statement/prospectus of Whiting and Oasis. After the Registration Statement is declared effective by a Registration Statement on Form S-4 (the “Registration Statement”) SEC, Whiting and Oasis intend to mail a definitive proxy statement/prospectus to the stockholders of Whiting and the stockholders of Oasis. This communication is not a substitute for the joint proxy statement/prospectus or the Registration Statement or for any other document that Whiting or Oasis ~~would~~may befile ~~required~~with the SEC and send to ~~pay~~Whiting’s stockholders and/or Oasis’s stockholders in connection with the ~~other~~Transactions. ~~party~~INVESTORS aAND ~~termination~~SECURITY ~~fee~~HOLDERS ofOF ~~$98~~WHITING ~~million~~AND OASIS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY WHITING AND OASIS WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OASIS, WHITING, THE TRANSACTIONS, THE RISKS RELATED THERETO AND RELATED MATTERS.

~~Other~~Investors will ~~Terms~~be able to obtain free copies of the ~~Merger~~Registration Statement and the joint proxy statement/prospectus, as each may be amended from ~~Agreement~~time to time, and other relevant documents filed by Whiting and Oasis with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Whiting will be available free of charge from Whiting’s website at www.Whiting.com under the “Investor Relations” tab or by contacting Whiting’s Investor Relations Department at (303) 837-1661 or BrandonD@Whiting.com. Copies of documents filed with the SEC by Oasis will be available free of charge from Oasis’s website at www.Oasis.com under the “Investor Relations” tab or by contacting Oasis’s Investor Relations Department at (281) 404-9600.

~~Whiting~~Participants ~~and Oasis each have made customary representations, warranties and covenants~~ in ~~the Merger Agreement, in each case generally subject to customary materiality~~ ~~qualifiers. Among other things, each party has agreed, subject to certain exceptions, (i) to conduct its business in~~ the ordinary course, from the date of the Merger Agreement until the earlier of the Company Merger Effective Time and the termination of the Merger Agreement, and not to take certain actions prior to the Closing without the prior written consent of the other party, (ii) not to solicit alternative business combination transactions and (iii) not to engage in discussions or negotiations regarding any alternative business combination transactions.Solicitation

~~The~~Whiting, Oasis ~~foregoing~~and ~~summary~~their respective directors and certain of ~~the~~ ~~Merger~~their ~~Agreement~~executive ~~does~~officers ~~not~~and ~~purport~~other members of management and employees may be deemed, under SEC rules, to be ~~complete~~participants in the solicitation of proxies from Whiting’s stockholders and isOasis’s ~~subject~~stockholders ~~to,~~in connection with the Transactions. Information regarding the executive officers and directors of Whiting is ~~qualified~~included in its ~~entirety~~definitive proxy ~~by,~~statement for its 2021 annual meeting filed with the ~~full~~SEC ~~text~~on ofMarch 29, 2021. Information regarding the ~~Merger~~executive officers and directors ~~Agreement,~~of ~~which~~Oasis is ~~attached~~included ~~hereto~~in asits ~~Exhibit~~definitive 2proxy statement for its 2021 annual meeting filed with the SEC on March 18, 2021.1 Additional information regarding the persons who may be deemed participants and ~~incorporated~~their ~~herein~~direct and indirect interests, by ~~reference~~security holdings or otherwise, will be set forth in the Registration Statement, the joint proxy statement/prospectus and other materials when they are filed with the SEC in connection with the Transactions. Free copies of these documents may be obtained as described in the paragraphs above.

~~The Merger Agreement and~~Forward-Looking ~~the~~Statements ~~above description of the Merger Agreement have been included to provide investors~~ and ~~security~~Cautionary holders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about Whiting, Oasis or their respective subsidiaries. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Whiting, Oasis or any of their respective subsidiaries. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Whiting. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Whiting or Oasis and their respective subsidiaries that Whiting and Oasis, as applicable, include in reports, statements and other filings it makes with the Securities and Exchange Commission (the “SEC”).Statements

4Certain statements in this document concerning the Transactions, including any statements regarding the expected timetable for completing the Transactions, the results, effects, benefits and synergies of the Transactions, and any other statements regarding Whiting’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding Whiting’s plans and expectations with respect to the Transactions and the anticipated impact of the Transactions on the combined company’s results of operations, financial position, growth opportunities and competitive position. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.

~~No Offer or Solicitation~~4

~~This~~These forward-looking ~~communication~~statements ~~does~~involve ~~not~~significant risks and uncertainties that could cause actual results to differ materially from those ~~constitute~~anticipated, anincluding, ~~offer~~but not limited to: ~~sell~~the orpossibility that stockholders of Oasis may not approve the ~~solicitation~~issuance of annew ~~offer~~shares toof ~~subscribe~~Oasis Common ~~for~~Stock in the Transactions or ~~buy~~that ~~any~~stockholders ~~securities~~of orWhiting may not approve the Merger Agreement; the risk that a ~~solicitation~~condition ofto ~~any~~Closing may ~~vote~~not be satisfied, that either party may terminate the Merger Agreement or ~~approval~~that the Closing might be delayed or not occur at all; potential ~~with~~adverse ~~respect~~reactions or changes to business or employee relationships, including those resulting from the ~~Transactions~~announcement or ~~otherwise~~completion of the Transactions; the diversion of management time on transaction-related issues; the ultimate timing, ~~nor~~outcome ~~shall~~and ~~there~~results beof ~~any~~integrating the ~~sale~~operations of Whiting and Oasis; the effects of the business combination of Whiting and Oasis, ~~issuance~~including orthe ~~transfer~~combined company’s future financial condition, results of ~~securities~~operations, strategy and plans; the ability of the combined company to realize anticipated synergies in ~~any~~the ~~jurisdiction~~timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner ~~which~~expected; ~~such~~regulatory ~~offer,~~approval ~~solicitation~~of orthe ~~sale~~Transactions; ~~would~~the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business disruption may be ~~unlawful~~greater ~~prior~~than toexpected ~~registration~~following the public announcement or ~~qualification~~consummation ~~under~~of the ~~securities~~Transactions. Expectations ~~laws~~regarding ofbusiness ~~any~~outlook, ~~such~~including changes in revenue, pricing, capital expenditures, cash flow generation, strategies ~~jurisdiction~~for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.

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

~~In connection with the Transactions,~~All ~~Whiting~~forward-looking ~~and~~statements ~~Oasis~~speak ~~intend~~only toas ~~file materials with the SEC, including the Registration Statement that will include a joint proxy statement/prospectus~~ of ~~Whiting and Oasis. After~~ the ~~Registration~~date ~~Statement~~they isare ~~declared~~made ~~effective by the SEC, Whiting~~ and ~~Oasis~~are ~~intend~~based toon ~~mail~~information aavailable ~~definitive proxy~~at ~~statement/prospectus~~that totime. ~~the stockholders of~~ Whiting ~~and the stockholders of Oasis. This communication is~~ does not aassume ~~substitute~~any ~~for~~obligation ~~the joint~~to ~~proxy~~update ~~statement/prospectus~~forward-looking orstatements ~~the~~to ~~Registration~~reflect ~~Statement~~circumstances or ~~for~~events ~~any other document~~ that ~~Whiting~~occur orafter ~~Oasis may file with~~ the ~~SEC~~date ~~and~~the ~~send~~forward-looking tostatements ~~Whiting’s~~were ~~stockholders~~made ~~and/~~or ~~Oasis’s~~to ~~stockholders~~reflect ~~in connection with~~ the ~~Transactions.~~occurrence ~~INVESTORS~~of ~~AND~~unanticipated ~~SECURITY~~events ~~HOLDERS OF~~except ~~WHITING~~as ~~AND~~required ~~OASIS~~by ~~ARE~~federal ~~URGED TO CAREFULLY AND THOROUGHLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS~~securities ~~EACH~~laws. ~~MAY~~As BEforward-looking ~~AMENDED~~statements ORinvolve ~~SUPPLEMENTED~~significant ~~FROM~~risks ~~TIME~~and ~~TO TIME~~uncertainties, ~~AND~~caution ~~OTHER~~should ~~RELEVANT~~be ~~DOCUMENTS~~exercised ~~FILED~~against BYplacing ~~WHITING AND OASIS WITH THE SEC, WHEN THEY~~undue ~~BECOME~~reliance ~~AVAILABLE~~on ~~BECAUSE~~such ~~THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OASIS, WHITING, THE TRANSACTIONS, THE RISKS RELATED THERETO AND RELATED MATTERS~~statements.

~~Investors~~Item ~~will~~9.01 beFinancial ~~able~~Statements ~~to obtain free copies of the Registration Statement~~ and the joint proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by Whiting and Oasis with the SEC (when they become available) through the website maintained by the SEC at wwwExhibits.sec.gov. Copies of documents filed with the SEC by Whiting will be available free of charge from Whiting’s website at www.Whiting.com under the “Investor Relations” tab or by contacting Whiting’s Investor Relations Department at (303) 837-1661 or BrandonD@Whiting.com. Copies of documents filed with the SEC by Oasis will be available free of charge from Oasis’s website at www.Oasis.com under the “Investor Relations” tab or by contacting Oasis’s Investor Relations Department at (281) 404-9600.

~~Participants~~(d) ~~in the Solicitation~~Exhibits

Whiting, Oasis and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Whiting’s stockholders and Oasis’s stockholders in connection with the Transactions. Information regarding the executive officers and directors of Whiting is included in its definitive proxy statement for its 2021 annual meeting filed with the SEC on March 29, 2021. Information regarding the executive officers and directors of Oasis is included in its definitive proxy statement for its 2021 annual meeting filed with the SEC on March 18, 2021. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement, the joint proxy statement/prospectus and other materials when they are filed with the SEC in connection with the Transactions. Free copies of these documents may be obtained as described in the paragraphs above.

Exhibit No.		Description
10.1		Form of First Addendum to Executive Employment and Severance Agreement by and between Whiting Petroleum Corporation and Charles J. Rimer.
10.2		Form of First Addendum to Employment Agreements for Certain Executives of the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Forward-Looking Statements and Cautionary Statements~~5

Certain statements in this document concerning the Transactions, including any statements regarding the expected timetable for completing the Transactions, the results, effects, benefits and synergies of the Transactions, future opportunities for the combined company, future financial performance and condition (including anticipated levels of free cash flow and debt), shareholder returns (including the payment of future dividends), guidance and any other statements regarding Whiting’s or Oasis’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding Whiting’s and Oasis’s plans and expectations with respect to the Transactions and the anticipated impact of the Transactions on the combined company’s results of operations, financial position, growth opportunities and competitive position. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.SIGNATURES

5Pursuant 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.

~~These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to~~Dated: ~~the~~April possibility that stockholders of Oasis may not approve the issuance of new shares of Oasis Common Stock in the Transactions or that stockholders of Whiting may not approve the Merger Agreement; the risk that a condition to Closing may not be satisfied15, that either party may terminate the Merger Agreement or that the Closing might 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 Transactions; the diversion of management time on transaction-related issues; the ultimate timing, 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 Transactions; 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 Transactions. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.2022

~~Additional~~WHITING ~~factors~~PETROLEUM ~~that~~CORPORATION ~~could cause~~By: ~~results to differ materially from those described above can be found in Whiting’~~/s/ ~~Annual~~Lynn ~~Report on Form 10-K (as amended) for the year ended December 31, 2021, which is on file with the SEC and available from Whiting’s website at www~~A.~~Whiting.com~~ under the “Investor Relations” tab, and in other documents Whiting files with the SEC, and in Oasis’s Annual Report on Form 10-K for the year ended December 31, 2021, which is on file with the SEC and available from Oasis’s website at www.Oasispetroleum.com under the “Investor Relations” tab, and in other documents Oasis files with the SEC.Peterson

~~All~~Name: ~~forward-looking~~Lynn ~~statements speak only as of the date they are made and are based on information available at that time~~A. ~~Neither~~Peterson ~~Whiting~~Title: ~~nor~~President Oasis assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and ~~uncertainties,~~Chief ~~caution~~Executive ~~should be exercised against placing undue reliance on such statements.~~Officer

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(d) Exhibits:

(2.1)* Agreement and Plan of Merger, dated as of March 7, 2022, by and among Oasis Petroleum Inc., Ohm Merger Sub Inc., New Ohm LLC and Whiting Petroleum Corporation.

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

* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Whiting agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

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 PETROLEUM CORPORATION
Dated: March 8, 2022
	By:	/s/ Lynn A. Peterson
		Lynn A. Peterson
		President and Chief Executive Officer

Filing Compare · Whiting Holdings LLC