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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________________________________

FORM 10-K

___________________________________________


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33292

_________________________________________________________

CORENERGY INFRASTRUCTURE TRUST, INC.

______________________________________________________________________

(Exact name of registrant as specified in its charter)


Maryland						20-3431375
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)


1100 Walnut, Ste. 3350 Kansas City, MO						64106
(Address of Principal Executive Offices)						(Zip Code)


(816) 875-3705
(Registrant's telephone number, including area code)

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange On Which Registered

Common Stock, par value $0.001 per share

CORR

New York Stock Exchange

None

None*

7.375% Series A Cumulative Redeemable Preferred Stock

CORRPrA

New York Stock Exchange

*On February 27, 2024, the NYSE filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the registrant's common stock and 7.375% Series A Cumulative Redeemable Preferred Stock from the New York Stock Exchange. The delisting became effective on March 11, 2024. The deregistration of the registrant's common stock and 7.375% Series A Cumulative Redeemable Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days, or such shorter period as the SEC may determine, after the filing date of the Form 25. The common stock and 7.375% Series A Cumulative Redeemable Preferred Stock currently trade on the OTC Pink Marketplace under the symbols "CORRQ" AND "CORLQ," respectively.

Securities registered pursuant to Section 12(g) of the Act: None

___________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, ~~2022~~2023, the last business day of the registrant's most recently completed second fiscal quarter, based on the closing price on that date of $21.5213 on the New York Stock Exchange, was $3616,~~168~~417,~~205~~281. Common shares held by each executive officer and director and by each person who owns 10% or more of the outstanding common shares (as determined by information provided to the registrant) have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of ~~March~~May 2710, ~~2023~~2024, the registrant had 15,~~355~~818,~~553~~791 shares of Common Stock outstanding ~~and 683,761 shares of Class B Common Stock outstanding~~.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its 2023 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Form 10-K.

Explanatory Note

Restatement Background

On March 3, 2023, the management of CorEnergy Infrastructure Trust, Inc. (the "Company"), together with the Audit Committee of the Company's Board of Directors (the "Audit Committee") reached a determination that the Company’s consolidated audited financial statements as of and for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and the Company’s consolidated unaudited financial statements as of and for the periods ended March 31, 2021, June 30, 2021, September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022 (collectively, the “Non-Reliance Periods”) included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC for the Non-Reliance Periods, should no longer be relied upon because of material misstatements contained in those consolidated financial statements. The Company’s management and the Audit Committee discussed the matters with Ernst & Young LLP, the Company’s independent registered public accounting firm, and determined to restate its consolidated audited financial statements for the Non-Reliance Periods.

As described in the Company's Current Report on Form 8-K filed with the SEC on March 7, 2023, during the preparation of its audited financial statements for the fiscal year ended December 31, 2022, the Company identified an error in its accounting for earnings per share (“EPS”) and the allocation of net income to non-controlling interest arising from over allocation of net income from Crimson Midstream Holdings, LLC, the Company's consolidated variable interest entity ("Crimson"), to non-controlling interest. The Company previously reported its net income attributable to non-controlling interest based on the relative ownership interests, which was approximately 51% for the non-controlling interest, but upon further analysis the Company has determined that it should have allocated the net income from Crimson to the non-controlling interest based on their contractual rights to earnings and distributions. Additionally, certain of the errors in EPS are associated with the calculation of EPS under the two-class method which was required after the issuance of the Company’s Class B Common Stock in July of 2021, which will mandatorily convert to the Company's Common Stock in the first quarter of 2024.

Restatement of Previously Issued Consolidated Financial Statements

This Annual Report on Form 10-K for the year ended December 31, 2022 includes consolidated audited financial statements as of and for the year ended December 31, 2021, as well as relevant unaudited interim financial information for the quarterly Non-Reliance Periods. The Company has restated certain information within this Annual Report on Form 10-K, including the consolidated financial statements as of and for the period ended December 31, 2021, and the relevant unaudited interim financial information for the quarterly Non-Reliance Periods. In addition to the restatement errors described above, the Company has corrected certain items that were concluded as immaterial, individually and in the aggregate, to the financial statements for the Non-Reliance Periods.

See Note 20 ("Restatement of Prior Period"), in Item 8, Financial Statements and Supplementary Data, for additional information on the audited consolidated financial statements as of and for the year ended December 31, 2021.

See Note 21 ("Quarterly Financial Data (Unaudited)"), in Item 8, Financial Statements and Supplementary Data, for such restated information on the quarterly Non-Reliance Periods.

Control Considerations

As described in the Company's Current Report on Form 8-K/A filed with the SEC on March 24, 2023, in connection with the restatement, management has assessed the effectiveness of the Company's internal control over financial reporting. Based on this assessment, the Company identified a material weakness in its internal control over financial reporting resulting in the conclusion by the Company's Chief Executive Officer and Chief Financial Officer that the internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2022 and December 31, 2021. Management is taking additional steps to remediate the material weakness in the Company's internal control over financial reporting. See Item 9A, Controls and Procedures, for additional information related to this material weakness in internal control over financial reporting and the related remedial measures.


			Index to Financial Statements			Glossary of Defined Terms

CorEnergy Infrastructure Trust, Inc.

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2022~~2023

TABLE OF CONTENTS

____________________________________________________________________________________________

Page No.

PART I

Glossary of Defined Terms

Item 1.

Business

Item 1A.

Risk Factors

1315

Item 1B.

Unresolved Staff Comments

3436

Item 2.

Properties

Item 1C.

Cybersecurity

Item 3.

Legal Proceedings

Item 2.

Properties

Item 4.

Mine Safety Disclosures

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

3538

Item 6.

[Reserved]

3638

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

3739

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

5860

Item 8.

Financial Statements and Supplementary Data

5861

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

5861

Item 9A.

Controls and Procedures

5961

Item 9B.

Other Information

6062

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

6062

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

6163

Item 11.

Executive Compensation

6166

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

6168

Item 13.

Certain Relationships and Related Transactions, and Director Independence

6169

Item 14.

Principal Accountant Fees and Services

6170

PART IV

Item 15.

Exhibits and Financial Statement Schedules

6271

Item 16.

Form 10-K Summary

F-9844

Signatures

F-9844

PART I


Table of Contents			GLOSSARY OF DEFINED TERMS

Certain of the defined terms used in this ~~Report~~report are set forth below:

5.875% Convertible Notes: the Company's 5.875% Convertible Senior Notes due 2025.

7.00% Convertible Notes: the Company's 7.00% Convertible Senior Notes due 2020, which matured on June 15, 2020.

Accretion Expense: the expense recognized when adjusting the present value of the GIGS ARO for the passage of time.

Adjusted SOFR: SOFR plus an adjustment based on tenor. The adjustment is 0.10% for one-month, 0.15% for three-month and 0.25% for six-month, SOFR rates. The adjustment was implemented when changing to SOFR to make the interest expense using SOFR as a reference rate equivalent to that using LIBOR.

Administrative Agreement: the Administrative Agreement dated December 1, 2011, as amended effective August 7, 2012, between the Company and Corridor. When the Internalization transaction closed on July 6, 2021, the Administrative Agreement was effectively terminated when Corridor was acquired by the Company.

Amended Pinedale Term Credit Facility: Pinedale LP's $41.0 million Second Amended and Restated Term Credit Agreement and Note Purchase Agreement with Prudential, as lender, effective December 29, 2017, which was extinguished on June 30, 2020.

ARO: the Asset Retirement Obligation liabilities assumed with the acquisition of GIGS and disposed of with the sale of GIGS effective February 1, 2021.

ASC: FASB Accounting Standards Codification.

ASU: FASB Accounting Standard Update.

Bbls: standard barrel containing 42 U.S. gallons.

Bankruptcy Code: title 11 of the United States Code.

Bankruptcy Court: the United States Bankruptcy Court for the Western District of Missouri.

bpd: Barrels per day.

CARES Act: the Coronavirus Aid, Relief, and Economic Security Act.

Cash Available for Distribution or CAD (a non-GAAP financial measure): the Company's earnings before interest, taxes, depreciation and amortization, less (i) cash interest expense, (ii) preferred ~~stock~~dividend ~~dividends~~requirements, including Crimson Class A-1 Units, (iii) regularly scheduled debt amortization, (iv) maintenance capital expenditures, and (v) reinvestment allocation, and plus or minus other adjustments, but excluding the impact of extraordinary or nonrecurring expenses unrelated to the operations of Crimson and all of its subsidiaries, as defined in the Articles Supplementary for the Class B Common Stock and effective beginning with the quarter ending June 30, 2021.

~~Class~~Chapter B11 ~~Common Stock~~Case: on February 25, 2024, CorEnergy filed a voluntary petition to commence proceedings under Chapter 11 (the ~~Company's~~"Chapter ~~Class~~11 BCase") ~~Common~~of ~~Stock,~~the ~~par~~Bankruptcy ~~value~~Code ~~$0.001~~in ~~per~~the ~~share~~Bankruptcy Court.

Class B Common Stock: the Company's Class B Common Stock, par value $0.001 per share. The Class B Common Stock was converted to Common Stock on February 4, 2024 at a ratio of 0.68:1.00.

Code: the Internal Revenue Code of 1986, as amended.

Common Stock: the Company's Common Stock, par value $0.001 per share.

Common Stock Base Dividend: means the Common Stock Base Dividend Per Share (as defined below) multiplied by all of the Company's then-issued and outstanding shares of Common Stock.

Common Stock Base Dividend Per Share: (i) for the fiscal quarters of the Company ending June 30, 2021, September 30, 2021, December 31, 2021 and March 30, 2022, the Common Stock Base Dividend Per Share shall equal $0.05 per share per quarter; (ii) for the fiscal quarters of the Company ending June 30, 2022, September 30, 2022, December 31, 2022 and March 30, 2023, the Common Stock Base Dividend Per Share shall equal $0.055 per share per quarter; and (iii) for the fiscal quarters of the Company ending June 30, 2023, September 30, 2023, December 31, 2023 and March 30, 2024, the Common Stock Base Dividend Per Share shall equal $0.06 per share per quarter.

Company or CorEnergy: CorEnergy Infrastructure Trust, Inc. ~~(NYSE: CORR).~~

Compass SWD: Compass SWD, LLC, the current borrower under the Compass REIT Loan.

Compass REIT Loan: the financing notes between Compass SWD and Four Wood Corridor.

~~Contribution~~Consenting ~~Agreement~~Noteholders: ~~the~~certain ~~Contribution~~holders ~~Agreement~~of ~~dated~~approximately as90% of ~~February 4, 2021, among~~ the ~~Company~~Convertible ~~and~~Notes ~~the~~that ~~Contributors,~~are ~~pursuant~~parties to ~~which~~ the ~~Company~~Restructuring ~~acquired~~Support ~~Corridor in the Internalization transaction~~Agreement.


Table of Contents			GLOSSARY OF DEFINED TERMS (Continued from previous page)

Contribution Agreement: the Contribution Agreement dated as of February 4, 2021, among the Company and the Contributors, pursuant to which the Company acquired Corridor in the Internalization transaction.

Contributors: the managers of the Company's former external manager, Corridor, which include: Richard C. Green, Rick Kreul, Rebecca M. Sandring, Sean DeGon, Jeff Teeven, Jeffrey E. Fulmer, David J. Schulte (as Trustee of the DJS Trust under Trust Agreement dated July 18, 2016), and Campbell Hamilton, Inc., an entity controlled by David J. Schulte.

Convertible Notes: ~~collectively,~~ the Company's 5.875% Unsecured Convertible Senior Notes ~~and~~due ~~the Company's 7~~2025.~~00% Convertible Notes.~~

CorEnergy Credit Facility: the Company's $160.0 million CorEnergy Revolver and the $1.0 million MoGas Revolver with Regions Bank, which was terminated on February 4, 2021 in connection with the Crimson Transaction.

CorEnergy Revolver: the Company's $160.0 million secured revolving line of credit facility with Regions Bank, which was terminated on February 4, 2021 in connection with the Crimson Transaction.

CorEnergy Term Loan: the Company's $45.0 million secured term loan with Regions Bank that was paid off in conjunction with the amendment and restatement of the CorEnergy Credit Facility on July 28, 2017.

Corridor: Corridor InfraTrust Management, LLC, the Company's former external manager pursuant to the Management Agreement. CorEnergy acquired Corridor in the Internalization transaction pursuant to the Contribution Agreement.

Corridor MoGas: Corridor MoGas, Inc., a wholly -owned taxable REIT subsidiary of CorEnergy, the holding company of MoGas, United Property Systems, and CorEnergy Pipeline Company, LLC and a co-borrower under the Crimson Credit Facility.

COVID-19: Coronavirus disease of 2019; a pandemic affecting many countries globally.

CPI: Consumer Price Index.

CPUC: California Public Utility Commission.

Crimson: Crimson Midstream Holdings, LLC, the indirect owner of CPUC-regulated crude oil pipeline companies, of which the Company owns a 49.50% voting interest and all of the Class B-1 equity ownership interests.

Crimson Credit Facility: the Amended and Restated Credit Agreement, dated as of February 4, 2021, with Crimson Midstream Operating and Corridor MoGas, as co-borrowers, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing bank, which provides borrowing capacity of up to $155.0 million, consisting of: the $50.0 million Crimson Revolver, the $80.0 million Crimson Term Loan and an uncommitted incremental facility of $25.0 million. The Crimson Credit Facility was repaid and terminated upon the closing of the sale of the MoGas and Omega Pipeline systems on January 19, 2024.

Crimson Midstream Operating: Crimson Midstream Operating, LLC, a wholly -owned subsidiary of Crimson and a co-borrower under the Crimson Credit Facility and a direct owner of CPUC-regulated crude oil pipeline companies.

Crimson Pipeline System: an approximately 2,000-mile crude oil transportation pipeline system, which includes approximately 1,100 active miles, with associated storage facilities located in southern California and the San Joaquin Valley, owned and operated by subsidiaries of Crimson.

Crimson Revolver: the $50.0 million secured revolving line of credit facility with Wells Fargo Bank, National Association, entered into on February 4, 2021. The Crimson Revolver was repaid and terminated upon the closing of the sale of the MoGas and Omega Pipeline systems on January 19, 2024.

Crimson Term Loan: the $80.0 million secured term loan with Wells Fargo Bank, National Association, entered into on February 4, 2021. The Crimson Term Loan was repaid and terminated upon the closing of the sale of the MoGas and Omega Pipeline systems on January 19, 2024.

Crimson Transaction: the Company's acquisition of a 49.50% voting interest in Crimson, effective February 1, 2021, with the right to acquire the remaining 50.50% voting interest upon receiving CPUC approval.

Dividend Reinvestment Program or DRIP: the dividend reinvestment plan ~~which~~that allows for, at the option of the shareholder, to have distributions automatically reinvested in Common Stock.

Exchange Act: the Securities Exchange Act of 1934, as amended.

EGC: Energy XXI Ltd, the parent company (and guarantor) of the EGC Tenant, which parent company emerged from a reorganization under Chapter 11 of the US Bankruptcy Code on December 30, 2016, with the succeeding company named Energy XXI Gulf Coast, Inc. Effective October 18, 2018, EGC became an indirect wholly owned subsidiary of MLCJR LLC, an affiliate of Cox Oil, LLC, as a result of a merger transaction. Throughout this document, references to EGC will refer to both the pre- and post-bankruptcy entities and, for dates on and after October 18, 2018, to EGC as an indirect wholly owned subsidiary of MLCJR LLC.


Table of Contents			GLOSSARY OF DEFINED TERMS (Continued from previous page)

EGC ~~Tenant~~: Energy XXI ~~GIGS Services~~Ltd, ~~LLC~~the parent company (and guarantor) of the EGC Tenant, which parent company emerged from a ~~wholly~~reorganization ~~owned~~under ~~operating~~Chapter ~~subsidiary~~11 of ~~EGC~~the ~~that~~US ~~was~~Bankruptcy Code on December 30, 2016, with the ~~tenant~~succeeding ~~under~~company ~~Grand~~named ~~Isle~~Energy ~~Corridor's~~XXI ~~triple~~Gulf Coast, Inc. Effective October 18, 2018, EGC became an indirect wholly-~~net~~owned ~~lease~~subsidiary of ~~the~~MLCJR ~~Grand~~LLC, ~~Isle~~an ~~Gathering~~affiliate ~~System~~of ~~until~~Cox Oil, LLC, as a result of a merger transaction. Throughout this document, references to EGC will refer to both the ~~lease~~pre- ~~was~~and ~~terminated~~post-bankruptcy entities and, for dates on ~~February~~and after October 418, ~~2021~~2018, to EGC as an indirect wholly-owned subsidiary of MLCJR LLC.

EGC Tenant: Energy XXI GIGS Services, LLC, a wholly-owned operating subsidiary of EGC that was the tenant under Grand Isle Corridor's triple-net lease of the Grand Isle Gathering System until the lease was terminated on February 4, 2021.

FASB: Financial Accounting Standards Board.

FERC: Federal Energy Regulatory Commission.

Four Wood Corridor: Four Wood Corridor, LLC, a wholly -owned subsidiary of CorEnergy.

GAAP: U.S. generally accepted accounting principles.

GIGS: the Grand Isle Gathering System, owned by Grand Isle Corridor and triple-net leased to the EGC Tenant until it was disposed of as partial consideration in connection with the Crimson Transaction effective February 1, 2021.

Grand Isle Corridor: Grand Isle Corridor LP, an indirect wholly -owned subsidiary of the Company.

Grand Isle Gathering System: a subsea midstream pipeline gathering system located in the shallow Gulf of Mexico shelf and storage and onshore processing facilities.

Grand Isle Lease Agreement: the June 2015 agreement pursuant to which the Grand Isle Gathering System assets were triple-net leased to EGC Tenant, which terminated on February 4, 2021 upon disposal of GIGS.

Grier Members: Mr. John D. Grier, Mrs. M. Bridget Grier and certain of their affiliated trusts, which collectively own all of the Class A-1, Class A-2, and Class A-3 equity ownership interests in Crimson, which is reflected as a non-controlling interest in the Company's financial statements. The Grier Members own a 50.5% voting interest in Crimson through their ownership of the Crimson C-1 Units.

Indenture: that certain Indenture, dated August 12, 2019, between the Company and U.S. Bank National Association, as Trustee for the ~~5.875%~~ Convertible Notes.

Internalization: CorEnergy's acquisition of its former external manager, Corridor, ~~pursuant~~InfraTrust toManagement, ~~the~~LLC, ~~Contribution~~which ~~Agreement. The Internalization transaction~~ closed July 6, 2021.

IRS: Internal Revenue Service.

LIBOR: the London Interbank Offered Rate, a benchmark rate replaced by SOFR.

Management Agreement: the Management Agreement between the Company and Corridor entered into May 8, 2015, effective as of May 1, 2015, and as amended February 4, 2021. The Internalization transaction closed on July 6, 2021 and the Management Agreement was effectively terminated when Corridor was acquired by the Company.

MoGas: MoGas Pipeline LLC, an indirect wholly -owned subsidiary of CorEnergy. CorEnergy sold MoGas to Spire on January 19, 2024.

MoGas Pipeline System: an approximately 263-mile interstate natural gas pipeline system located in and around St. Louis and extending into central Missouri, which is owned and operated by MoGas. CorEnergy sold the MoGas Pipeline System to Spire on January 19, 2024.

MoGas Revolver: a $1.0 million secured revolving line of credit facility at the MoGas subsidiary level with Regions Bank, which was terminated on February 4, 2021 in connection with the Crimson Transaction.

Mowood: Mowood, LLC, a wholly -owned subsidiary of CorEnergy and the holding company of Omega.

Mowood/Omega Revolver: a $1.5 million revolving line of credit facility at the Mowood subsidiary level with Regions Bank, which was terminated on February 4, 2021 in connection with the Crimson Transaction.

NYSE: New York Stock Exchange.

Omega: Omega Pipeline Company, LLC, a wholly owned subsidiary of Mowood.

Omega Pipeline System: a 75-mile natural gas distribution system providing unregulated service in south central Missouri, which is owned and operated by Omega.

Omnibus Equity Incentive Plan: the CorEnergy Infrastructure Trust, Inc. Omnibus Equity Incentive Plan, which was approved by the Company's stockholders on May 25, 2022.

OPEC: the Organization of the Petroleum Exporting Countries.


Table of Contents			GLOSSARY OF DEFINED TERMS (Continued from previous page)

Omega: Omega Pipeline Company, LLC, a wholly-owned subsidiary of Mowood, LLC, which is a wholly-owned subsidiary of CorEnergy. CorEnergy sold Omega to Spire on January 19, 2024.

Omega Pipeline System: a 75-mile natural gas distribution system providing unregulated service in south central Missouri, which is owned and operated by Omega. CorEnergy sold the Omega Pipeline System to Spire on January 19, 2024.

Omnibus Plan: the CorEnergy Infrastructure Trust, Inc. Omnibus Equity Incentive Plan, which was approved by the Company's stockholders on May 25, 2022.

OPEC: the Organization of the Petroleum Exporting Countries.

Pipeline Loss Allowance (or PLA): the portion of crude oil provided by or on behalf of each shipper, at no cost to the carrier, (as allowance for losses sustained due to evaporation, measurement and other losses in transit) and retained by the carrier in recognition of loss and shrinkage in carrier's system.

Pinedale ~~LGS~~LP: ~~the~~ Pinedale ~~Liquids Gathering System~~Corridor, ~~a system consisting of approximately 150 miles of pipelines and four above-ground central gathering facilities located in the Pinedale Anticline in Wyoming~~LP, ~~owned~~an byindirect ~~Pinedale LP and triple-net leased to a~~ wholly -owned subsidiary of ~~UPL until it was sold on June 30, 2020~~CorEnergy.

Pinedale ~~Lease Agreement~~GP: the ~~December 2012~~general ~~agreement~~partner ~~pursuant~~of ~~to which the~~ Pinedale ~~LGS~~LP ~~assets~~and ~~were triple-net leased to~~ a wholly -owned subsidiary of ~~UPL, which terminated on June 30, 2020 upon sale of the Pinedale LGS~~CorEnergy.

Pinedale LP: Pinedale Corridor, LP, an indirect wholly owned subsidiary of CorEnergy.

Pinedale GP: the general partner of Pinedale LP and a wholly owned subsidiary of CorEnergy.

PLR: the Private Letter Ruling dated November 16, 2018 (PLR 201907001) issued to CorEnergy by the IRS.

~~Prudential~~Plan of Reorganization or Proposed Plan: the ~~Prudential~~proposed ~~Insurance~~plan ~~Company~~ of ~~America~~reorganization substantially in the form filed as Docket No. 133 in the Chapter 11 Case (as amended, supplemented or otherwise modified from time to time).

QDI: qualified dividend income.

REIT: ~~real~~Real ~~estate~~Estate ~~investment~~Investment ~~trust~~Trust.

Restructuring Support Agreement or RSA: the restructuring support agreement dated as of February 25, 2024, among the Company and the Consenting Noteholders, under which the Consenting Noteholders agreed, subject to certain terms and conditions, to support a financial and operational restructuring of the existing debt of, and existing equity interests in, and certain obligations of the Company pursuant to the Plan of Reorganization to be implemented through the Chapter 11 Case.

RSU: Restricted Stock Unit.

SEC: Securities and Exchange Commission.

Securities Act: the Securities Act of 1933, as amended.

Series A Preferred Stock: the Company's 7.375% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share, which ~~are~~is represented by depositary shares, each representing 1/100th of a whole share of Series A Preferred Stock.

SOFR: the Secured Overnight Financing Rate, a benchmark interest rate for dollar-denominated loans that ~~will~~replaced ~~replace~~ LIBOR. It reflects the pricing of overnight loans that are secured by U.S. Treasury securities.

Spire: Spire, Inc., CorEnergy sold the ~~corporate~~MoGas ~~parent~~and ofOmega ~~Laclede~~Pipeline ~~Gas~~Systems ~~Company~~to Spire on January 19, 2024 in an all-cash transaction of $175.0 million.

STL interconnect project: a pipeline interconnect constructed pursuant to a Facilities Interconnect Agreement with Spire STL Pipeline LLC ("STL Pipeline") and completed during the fourth quarter of 2020.

SWD: SWD Enterprises, LLC, the previous debtor of the financing notes with Four Wood Corridor.

TRS: taxable REIT subsidiary.

~~UPL~~United Property Systems: ~~Ultra~~United ~~Petroleum~~Property ~~Corp~~Systems, LLC, an indirect wholly-owned subsidiary of CorEnergy, acquired with the MoGas transaction in November 2014. CorEnergy sold United Property Systems along with the MoGas and Omega Pipeline systems to Spire on January 19, 2024.

Ultra Wyoming: Ultra Wyoming LGS LLC, an indirect wholly owned subsidiary of UPL.

United Property Systems: United Property Systems, LLC, an indirect wholly owned subsidiary of CorEnergy, acquired with the MoGas transaction in November 2014.

Variable Interest Entity or VIE: a term used by the Financial Accounting Standards Board ("FASB") to refer to a legal entity with certain characteristics such that a public company with a financial interest in the entity is subject to certain financial reporting requirements. Crimson Midstream Holdings is considered to be a VIE.


Table of Contents						Glossary of Defined Terms

ITEM 1. BUSINESS

GENERAL

CorEnergy Infrastructure Trust, Inc. ("CorEnergy") was organized as a Maryland corporation and commenced operations on December 8, 2005. As used in this Annual Report on Form 10-K ~~("Report")~~, the terms "we", "us", "our" and the "Company" refer to CorEnergy and its subsidiaries.

Chapter 11 Bankruptcy

On February 25, 2024 (the "Petition Date"), CorEnergy Infrastructure Trust, Inc. commenced the filing of the Chapter 11 Case. Neither Crimson nor any other CorEnergy subsidiary has filed for bankruptcy. Both the Company and Crimson expect to have sufficient liquidity to continue operating without interruption during and after the Company's restructuring process being implemented through the Chapter 11 Case.

The Chapter 11 Case is being administered under the caption "In re: CorEnergy Infrastructure Trust, Inc." Additional information about the Chapter 11 Case, including access to Bankruptcy Court documents, is available online at https://cases.stretto.com/corenergy, a website administered by Stretto, a third-party bankruptcy claims and noticing agent. The documents and other information on this website are not part of this Annual Report on Form 10-K and shall not be incorporated by reference herein.

The Company is currently operating its business as a "debtor in possession" in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. After the Company commenced the Chapter 11 Case, the Bankruptcy Court granted certain relief requested by the Company enabling it to operate in the ordinary course of business and minimize the effect of the bankruptcy on the Company's business, including, among other things, authorizing the Company to pay employee wages and benefits, maintain existing banking practices and additional customary operational and administrative relief.

Subject to certain exceptions, under the Bankruptcy Code, the filing of the Chapter 11 Case automatically enjoined, or stayed, the continuation of most judicial and administrative proceedings or filings of other actions against the Company or its property to recover, collect or secure a claim arising prior to the Petition Date. Accordingly, although the filing of the Chapter 11 Case triggered an event of default that accelerated obligations under the Indenture for the Convertible Notes, creditors are stayed from taking any actions against the Company as a result of such default, subject to certain limited exceptions permitted by the Bankruptcy Code. Absent an order of the Bankruptcy Court, substantially all of the Company's prepetition liabilities are subject to settlement under the Bankruptcy Code. However, as discussed below, the Plan of Reorganization contemplates that certain liabilities would be reinstated or paid in full in the ordinary course of business if the Plan of Reorganization is approved by the Bankruptcy Court.

As further described in the Company's Current Report on Form 8-K filed with the SEC on February 26, 2024, on February 25, 2024, prior to the commencement of the Chapter 11 Case, the Company entered into the Restructuring Support Agreement with the Consenting Noteholders. Under the RSA, the Consenting Noteholders have agreed, subject to certain terms and conditions, to support a financial and operational restructuring of the existing debt of, existing equity interests in, and certain obligations of the Company pursuant to the proposed Plan of Reorganization, substantially in the form attached as an exhibit to the RSA, to be implemented through the Chapter 11 Case.

On March 19, 2024, the Bankruptcy Court entered an order conditionally approving the disclosure statement and approving certain voting and solicitation procedures related to the Chapter 11 Case.

The RSA requires the Company to seek to have the Plan of Reorganization confirmed by the Bankruptcy Court no later than 105 calendar days after the Petition Date and the Plan of Reorganization become effective no later than 30 days after such confirmation date. Before the Bankruptcy Court will confirm the Plan of Reorganization, the Bankruptcy Code requires at least one "impaired" class of claims votes to accept the Plan of Reorganization. A class of claims votes to "accept" the Plan of Reorganization if voting creditors that hold a majority in number and two-thirds in amount of claims in that class approve the Plan of Reorganization. The RSA requires the Consenting Noteholders vote in favor of and support the Plan of Reorganization. On April 30, 2024, the Company filed its declaration regarding the results of voting indicating that all three of the voting classes had voted to accept the Plan of Reorganization.

The Plan of Reorganization contemplates treatment of the claims of the Company's stakeholders as set forth below:

•Each secured claim will be reinstated or paid in full (or otherwise treated such that it will remain unimpaired in accordance with Section 1124 of the Bankruptcy Code).


Table of Contents						Glossary of Defined Terms

•Each other priority claim (each claim as defined in Section 101(5) of the Bankruptcy Code entitled to prior in right of payment under Section 507(a) of the Bankruptcy Code, but excluding certain administrative and tax claims), will be reinstated or paid in full in the ordinary course of business (or otherwise treated consistent with Section 1129(a)(9) of the Bankruptcy Code).

•Each unsecured claim will be reinstated or paid in full in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such claim.

•Each holder of Convertible Notes will receive its pro rata share of the following in exchange for the Convertible Notes: (i) $23.6 million (subject to adjustment upwards based on the amount of Excess Effective Date Cash (as defined below)); (ii) the principal amount of Takeback Debt (as defined below); (iii) 88.96% of the shares of common stock of the reorganized Company (the "New Common Stock") (subject to dilution by the Management Incentive Plan and further subject to adjustment downwards based on the amount of Excess Effective Date Cash, subject to a cap); and (iv) Excess Effective Date Cash (defined as the amount of cash held by the Company on the effective date of the Plan of Reorganization in excess of $12.0 million capped at $8.5 million).

•If the holders of the Company's Series Preferred Stock approve the Plan of Reorganization, each holder will receive such holder's pro rata share of 8.25% of the New Common Stock (subject to dilution by the Management Incentive Plan and further subject to adjustment upwards based on the amount of Excess Effective Date Cash, subject to a cap) in exchange for the Preferred Stock. If the holders of the Series A Preferred Stock do not approve the Plan of Reorganization, (i) each holder will receive such holder's pro rata share of the Company's liquidation value as set forth in the disclosure statement, which amount is estimated to be $0.00 and the Series A Preferred Stock will be cancelled and (ii) the percentage of New Common Stock that would have been allocated to the holders of the Series A Preferred Stock will be reallocated to the holders of Convertible Notes and holders of Crimson Class A-1 Units.

•Each holder of the Company's Common Stock will receive such holder's pro rata share of the Company's liquidation value as set forth in the disclosure statement, which amount is estimated to be $0.00 and the Common Stock will be cancelled.

•With respect to all Crimson Class A-1 Units, the holders thereof will receive the right to exchange such units into 2.79% of the New Common Stock in substitution for their right to exchange such units into the Series A Preferred Stock (subject to dilution by the Management Incentive Plan and further subject to adjustment upwards based on the amount of Excess Effective Date Cash, subject to a cap) and any tracking dividend or liquidation rights that existed with respect to the Series A Preferred Stock, will now track to the percentage interest in the New Common Stock. With respect to all Class A-2 and Class A-3 Units of Crimson, the holders thereof will have their rights to exchange such units into shares of Common Stock of the Company cancelled.

The Plan of Reorganization includes a term sheet pursuant to which the holders of the Convertible Notes will provide the reorganized Company with a five-year secured term loan in the principal amount of $45.0 million bearing interest at 12% per annum with interest starting to accrue on April 4, 2024, and payable on a quarterly basis (the "Takeback Debt"). The term sheet also provides that certain holders of the Convertible Notes and other lenders will provide the reorganized Company with a one-year $10.0 million revolving credit facility the proceeds of which will be limited to certain specified emergency uses. Amounts drawn under the revolving credit facility will bear interest at one-month SOFR plus 3% per annum with interest payable on a quarterly basis.

The Plan of Reorganization provides that the reorganized Company will adopt a management incentive plan (the "Management Incentive Plan") on the effective date of the plan. All grants under the Management Incentive Plan will ratably dilute all New Common Stock issued pursuant to the Plan of Reorganization. The Management Incentive Plan will reserve exclusively for participants a pool of stock-based awards in the reorganized Company in the form of (i) warrants for 5.0% of New Common Stock and (b) 5.0% of New Common Stock, both determined on a fully diluted and fully distributed basis, which shall be reserved for distribution in accordance with the Management Incentive Plan. The reorganized Company will assume all of the Company's existing employment agreements.

The Plan of Reorganization also provides that the reorganized Company will adopt new governance documents, each in a form to be included in a supplement to the proposed plan. On April 11, 2024, the Company filed its plan supplement consisting of, among other items, the Credit Agreement, Security Agreement, Pledge and Security Agreement, Guaranty Agreement, Stockholder’s Agreement with the Consenting Noteholders, Articles of Amendment and Restatement, Fourth Amended and Restated Bylaws,


Table of Contents						Glossary of Defined Terms

and Omnibus Equity Plan. The governance documents filed with the plan supplement govern, among other things, the composition of the reorganized Company's board of directors, board and stockholder approval rights with respect to certain corporate actions, information rights, stock transfer restrictions, tag-along and drag-along rights, preemptive rights and registration rights.

The Company cannot predict the ultimate outcome of the Chapter 11 Case at this time. For the duration of the Chapter 11 proceedings, the Company's operations and ability to develop and execute its business plan are subject to the risks and uncertainties associated with the Chapter 11 process. As a result of these risks and uncertainties, the amount and composition of the Company's assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 proceeding, and the description of the Company's operations, properties and liquidity and capital resources included in this Annual Report on Form 10-K may not accurately reflect its operations, properties and liquidity and capital resources following the Chapter 11 process.

Going Concern Uncertainty

Given the event of default and acceleration of the Convertible Notes, as well as the inherent risks, unknown results and inherent uncertainties associated with the bankruptcy process and the direct correlation between these matters and our ability to satisfy our financial obligations that may arise, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date its consolidated financial statements are issued. The Company's ability to continue as a going concern is contingent upon its ability to successfully implement the Plan of Reorganization set forth in the RSA, which is pending approval of the Bankruptcy Court. Our financial statements have been prepared in conformity with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern.

Delisting of Common Stock and Series A Preferred Stock

As previously disclosed, on December 1, 2023, the Company received a written notice from the staff of the New York Stock Exchange ("NYSE") notifying the Company that the NYSE had determined to commence proceedings to delist the Company's Common Stock and Series A Preferred Stock from the New York Stock Exchange. The NYSE reached this decision pursuant to Section 802.01B of the NYSE’s listed company manual because the Company's market capitalization had fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average common stock global market capitalization over a consecutive 30 trading day period of at least $15.0 million. The NYSE indicated that it would apply to the SEC to delist the Company's Common Stock and Series A Preferred Stock upon completion of all applicable procedures, including any appeal by the Company of the NYSE staff’s decision. The Company subsequently appealed the decision.

On February 26, 2024, the Company notified the NYSE that it was withdrawing its appeal. On February 27, 2024, the NYSE filed a Form 25 with the SEC to delist the Company's Common Stock and Series A Preferred Stock from the NYSE. The delisting became effective on March 11, 2024. The deregistration of the Company's Common Stock and Series A Preferred Stock under Section 12(b) of the Exchange Act will be effective 90 days, or such shorter period as the SEC may determine, after the filing date of the Form 25. The Company's Common Stock and Series A Preferred Stock currently trade on the OTC Pink Marketplace under the symbols "CORRQ" AND "CORLQ," respectively. While the Company intends to apply for the New Common Stock to be quoted on the OTC market and to make available to stockholders financial and other information concerning the Company in accordance with applicable OTC rules following the Company's emergence from bankruptcy, there can be no assurance as to the development or liquidity of any market for the New Common Stock.

Sale of MoGas and Omega Pipeline Systems

On January 19, 2024, CorEnergy closed the sale of its MoGas and Omega pipeline systems to Spire Midstream, a subsidiary of Spire Inc. (NYSE: SR), in an all-cash transaction for $175.0 million, plus post close working capital adjustments of $1.1 million. At closing, CorEnergy repaid and canceled the Crimson Credit Facility, for a total of $108.5 million and subsequent to closing the Company will make additional payments of approximately $7.3 million for taxes and other transaction related fees, which will result in net proceeds of $60.3 million. Subsequent to this transaction, Crimson is the sole remaining operation of CorEnergy.

COMPANY OVERVIEW

As primarily regulated assets, the value of our regulated pipelines is supported by revenue derived from cost-of-service methodology. The cost-of-service methodology is used to establish appropriate transportation rates based on several factors, including expected volumes, expenses, debt, and return on equity. The regulated nature of the majority of our assets provides a degree of support for our profitability over the long-term, where our customers primarily own the products shipped on, or stored in, our facilities. We believe these characteristics provide CorEnergy with the attractive attributes of other globally listed infrastructure companies, including high barriers to entry and predictable revenue streams, while mitigating risks and volatility experienced by other companies engaged in the midstream energy sector. We also believe that our strengths in the hydrocarbon midstream industry can be leveraged to participate in energy transition, e.g., CO2 transportation for sequestration projects.9

~~During~~Table ~~2021, we repositioned our asset portfolio from a focus on non-operated leased assets to one~~ of ~~owned~~Contents ~~and~~Glossary ~~operated assets. As a result, all~~ of ~~our~~Defined current assets are owned and operated, which provides us with an opportunity to grow the business organically using our footprint, in addition to growth opportunities from making acquisitions. We intend to distribute substantially all of our Cash Available for Distribution, less prudent reserves and sufficient cash to manage near-term cash requirements, on a quarterly basis. We regularly assess our ability to pay and to grow our dividend to common stockholders. Terms

Omega Pipeline Systems, are located in areas where it would be difficult to replicate rights-of-way or transport crude oil or natural gas via non-pipeline alternatives, resulting in our assets providing utility-like criticality in the midstream supply chain for our customers.

Our Operations

The ~~current~~ composition of our asset portfolio prior to the sale of MoGas and Omega pipeline systems is described below.

Crimson Pipeline System: An approximately 2,000-mile crude oil transportation pipeline system, including approximately 1,100 active miles, with associated storage facilities located in southern California and the San Joaquin Valley. The Crimson Pipeline System includes four pipeline systems that provide a critical link between California crude oil production and California refineries. The vast majority of Crimson's customers are these refineries. The operations and maintenance of these assets are in strict accordance with applicable safety and regulatory requirements promulgated by the U.S. Department of Transportation's ("DOT") Pipeline and Hazardous Materials Safety Administration ("PHMSA") and California State Fire Marshall. The California Public Utilities Commission ("CPUC") regulates the rates and administration of the transportation tariffs, which comprise the majority of our revenue generating activities. The Company acquired a 49.50% voting interest in the Crimson Pipeline System on February 4, 2021 (effective as of February 1, 2021), which include the following pipeline systems:

Asset

Location

Asset Description

Sol Cal Pipeline

Southern California

~760 miles of pipe; 8 tanks and 6 pump stations. Transports crude oil from Los Angeles and Ventura basins to Los Angeles refineries.

KLM Pipeline

San Joaquin Valley to Northern California

~620 miles of pipe; 5 tanks and 7 pump stations. Transports crude oil from San Joaquin Valley to Bay Area refineries.

San Pablo Bay Pipeline

San Joaquin Valley to Northern California

~540 miles of heated pipe from San Joaquin Valley to Northern California; ~2.3 Mbbls tank capacity. Transports crude oil from San Joaquin Valley to Bay Area refineries.

Proprietary Pipeline

South of Bakersfield

~100 miles of pipe. Connects Crimson system to rail volumes and supports other in-basin crude movements.

MoGas Pipeline System: An approximately 263-mile interstate natural gas pipeline system located in and around St. Louis and extending into central Missouri. The pipeline network provides a critical link between natural gas producing regions and local utilities. The system receives natural gas at four separate receipt points from third-party interstate gas pipelines and delivers such gas through 24 different delivery points to investor-owned natural gas distribution companies, municipalities and end users. MoGas has eight firm transportation customers. MoGas operates and maintains these assets in strict accordance with applicable safety and regulatory requirements promulgated by PHMSA. The vast majority of MoGas revenue was related to its FERC-approved firm transportation agreements with various customers, which entitled the customers to specified amounts of guaranteed capacity on the pipeline during the term of the agreements. We also earned additional revenue from our customers based on actual volumes of natural gas transported pursuant to firm transportation agreements, or interruptible transportation agreements, but such revenues comprised a minimal percentage of our total revenue. MoGas was a wholly-owned TRS of CorEnergy.

7Omega Pipeline System: An approximately 75-mile natural gas distribution system located primarily on the U.S. Army's Fort Leonard Wood military post in south-central Missouri. Omega operates and maintains these assets in strict accordance with applicable safety and regulatory requirements promulgated by the Missouri Public Service Commission ("MoPUC"). The vast majority of Omega’s revenue was derived from a non-regulated Natural Gas Distribution Agreement, between Omega and the U.S. Department of Defense ("DOD"), to provide the natural gas supply, distribution assets, and operations and maintenance of the assets at Fort Leonard Wood. We also earned additional revenue from Omega Gas Marketing, LLC, which provided gas supply services to a small number of industrial and commercial customers in central Missouri near Fort Leonard Wood, but such revenues comprised a minimal percentage of our total revenue. Omega was a wholly-owned subsidiary of the Company through its interests in Mowood, which is a qualified REIT subsidiary.

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gas through 24 different delivery points to investor-owned natural gas distribution companies, municipalities and end users. MoGas has eight firm transportation customers. MoGas operates and maintains these assets in strict accordance with applicable safety and regulatory requirements promulgated by PHMSA. The vast majority of our revenue is related to our FERC-approved firm transportation agreements with various customers, which entitle the customers to specified amounts of guaranteed capacity on the pipeline during the term of the agreements. We also earn additional revenue from our customers based on actual volumes of natural gas transported pursuant to firm transportation agreements, or interruptible transportation agreements, but such revenues comprise a minimal percentage of our total revenue. MoGas is a wholly owned TRS of CorEnergy.

Omega Pipeline System: An approximately 75-mile natural gas distribution system located primarily on the U.S. Army's Fort Leonard Wood military post in south-central Missouri. Omega operates and maintains these assets in strict accordance with applicable safety and regulatory requirements promulgated by the Missouri Public Service Commission ("MoPUC"). The vast majority of Omega’s revenue is derived from a non-regulated Natural Gas Distribution Agreement, between Omega and the U.S. Department of Defense ("DOD"), to provide the natural gas supply, distribution assets, and operations and maintenance of the assets at Fort Leonard Wood. Omega has been under contract with the DOD since 1991 at Fort Leonard Wood, and we are currently in year six of a ten-year renewable agreement. We also earn additional revenue from Omega Gas Marketing, LLC, which provides gas supply services to a small number of industrial and commercial customers in central Missouri near Fort Leonard Wood, but such revenues comprise a minimal percentage of our total revenue. Omega is a wholly owned subsidiary of the Company through its interests in Mowood, which is a qualified REIT subsidiary.

Principal Location

Our principal executive office is located at 1100 Walnut Street, Suite 3350, Kansas City, MO 64106.


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Market Overview

Crude oil production in California dates back more than 150 years and the state has some of the highest recoverable reserves remaining in the ground. Given the significant hydrocarbon resources in California, and its access to the Pacific Ocean, California is not connected, via pipeline, to other crude oil producing regions in North America. The refining industry in California is primarily supplied by native California crude oil production, with the balance supplied via waterborne imports. The majority of refineries in California are specifically designed to service California's crude oil supply and refined products formulations. Many refineries are specifically designed to process the low-gravity crude oil that is prevalent in California. Furthermore, the refineries are also uniquely designed to meet the stringent California gasoline standards set by the California Air Resources Board ("CARB"). The high complexity of CARB requirements for California refiners results in a preference for California-produced crude oil as a feedstock. Furthermore, the stringent refined product formulations required by CARB create high barriers to entry for satisfying California's refined product demand from refineries outside of California.

The utilization of MoGas and Omega assets is driven by the consumption of natural gas from residential, commercial and industrial users in the region where MoGas' and Omega's assets are located. MoGas is well supplied by other interstate pipelines originating in the Rocky Mountains, Mid-Continent, Appalachia, and Gulf Coast production basins. The MoGas and Omega Pipelines were sold to Spire on January 19, 2024.

Business Strategy

•Safe Operations - We strive for the highest levels of safety across our operational platform, which includes establishing a safety-first environment for our employees and contractors, investing in the latest safety-related technology, maintaining asset integrity and operational reliability through frequent inspections and communicating regularly with governmental regulators.

•Provide reliable service - We serve a critical part of the energy distribution value chain and seek to ensure reliable and consistent service to our customers. We accomplish this by performing preventative maintenance on our assets and performing frequent pipeline integrity work.

•Growth - CorEnergy has a three-part growth strategy: 1) expansion within our existing pipeline footprint, 2) corporate-level acquisitions that add scale and diversification, and 3) participation in energy transition through the storage and transportation of renewable energy sources and carbon sequestration projects. We consider, among other things, the following key factors when evaluating growth opportunities:

▪Cash Flow Stability – We primarily seek growth opportunities that provide stable and predictable cash flow through either long-term contracts or a regulated cost-of-service. As a second layer of stability, we look for assets with natural barriers to entry and low levels of current competition. We focus on assets that are critical to our customers' realization of economic returns from their operations. We believe that this type of asset will provide a relatively low risk of nonuse, and therefore loss, in the case of a potential bankruptcy or abandonment scenario.

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provide a relatively low risk of nonuse, and therefore loss, in the case of a potential bankruptcy or abandonment scenario.

▪Diversification – We attempt to diversify our portfolio to avoid dependence on any one particular customer, counterparty, commodity, and market location within the U.S. By diversifying, we seek to reduce the adverse effect of a single under-performing investment or a downturn in any particular asset, commodity, or market region.

▪Financing Strategy - We believe a major factor in our continued success is our ability to maintain financial flexibility, a competitive cost of capital and access to the capital markets. Our long-term target is a total debt-to-adjusted-EBITDA ratio of less than 4.0x. However, we may exceed that target during an acquisition if there is a viable path to returning to the long-term target. In addition to debt, we may use preferred or common equity to satisfy remaining capital needs to help limit the amount of financial risk of the Company.

Competitive Advantages

•Strategic Assets - We believe our assets are strategically unique because they have largely high barriers to entry, require unique operational and regulatory expertise (that we hold) and have strategic rights-of-way that may provide alternative use value in association with the energy transition.

•Tax Status - Through a series of Private Letter Rulings, we hold a unique status as an energy infrastructure focused REIT. We are therefore generally not subject to U.S. federal corporate income taxes on the income and gains that we distribute to our stockholders.

•Customer Quality - Our customers associated with our Crimson assets are primarily large investment-grade refineries and our customers associated with ~~our~~the MoGas and Omega assets ~~are~~were investment-grade utilities, municipalities and government organizations that largely insulate us from significant counterparty credit risk. For a discussion of customers, see Part IV, Item 15, Note 10 ("Concentrations") to our consolidated financial statements.


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government organizations that largely insulate us from significant counterparty credit risk. For a discussion of customers, see Part IV, Item 15, Note 10 ("Concentrations") to our consolidated financial statements.

•Management Team - Members of our leadership team have significant experience in all phases of operations of regulated pipeline assets, including financing and accessing public capital markets, acquisitions of energy midstream operations and regulatory compliance. We believe such expertise is a benefit to our strategy.

Seasonality

WeVolumes ~~expect~~transported ~~that~~by Crimson ~~will~~ have ~~stable~~been ~~revenues~~generally ~~throughout~~declining ~~the~~since ~~year~~2021, with high levels of volatility on a quarterly basis. We expect that volatility to continue in 2024. Maintenance activities can be performed at any time during the year, however, we may have certain quarters where maintenance expenditures are materially higher than other quarters in the year. Currently, our San Pablo Bay pipeline is operating in blended service, where heavy crude oil is mixed with lighter crude oil. Historically, however, it has also operated as a batched system, which would include a seasonal minimum volume. The minimum volume is required because heavy crude oil must be heated to be transported via the pipeline, with the lowest allowed minimum volume typically occurring in the months from July to September and the highest allowed minimum volume typically occurring from December to March, with the actual effective periods dependent on the ground temperature. The historical average quarterly crude oil volumes for Crimson are provided in the table below.

	Crimson Midstream HoldingsAverage Crude Oil Volume for Quarter Ended (bpd):
	2022	2021
	2023	2022	2021
March 31,	~~175~~150,~~716~~738	~~197~~175,~~764~~716	197,764
June 30,	~~159~~156,~~202~~078	~~188~~159,~~634~~202	188,634
September 30,	~~164~~151,~~748~~953	~~191~~164,~~621~~748	191,621
December 31,	~~164~~165,~~763~~232	~~184~~164,~~467~~763	184,467

MoGas and Omega generally ~~have~~had stable revenues throughout the year and ~~will~~completed ~~complete~~ necessary pipeline maintenance during the "non-heating" season, or quarters two and three. Therefore, operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.

Competition

We compete with other midstream energy companies, as well as public and private funds, to make the types of investments that we plan to make in the U.S. energy infrastructure sector. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than us. For example, some competitors may have a lower cost of funds and access to a greater variety of funding sources than are available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, allowing them to consider a wider variety of investments and to establish more relationships than us. These competitive conditions may adversely affect our ability to make investments in the energy infrastructure sector and could adversely affect our distributions to stockholders.

9Pipelines generally offer the lowest cost and safest mode of transportation. Despite this, pipelines can face competition from other forms of transportation, such as truck, rail and ship. Although these alternative forms of transportation are typically more expensive, they can provide access to alternative markets, which could be attractive to our customers for various reasons.

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greater financial, technical and marketing resources than us. For example, some competitors may have a lower cost of funds and access to a greater variety of funding sources than are available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, allowing them to consider a wider variety of investments and to establish more relationships than us. These competitive conditions may adversely affect our ability to make investments in the energy infrastructure sector and could adversely affect our distributions to stockholders.

Pipelines generally offer the lowest cost and safest mode of transportation. Despite this, pipelines can face competition from other forms of transportation, such as truck, rail and ship. Although these alternative forms of transportation are typically more expensive, they can provide access to alternative markets which could be attractive to our customers for various reasons.

The primary competition for our California assets is other existing pipelines. Our California pipelines and those of our competitors operate below capacity. In some cases, our California customers have the ability to alternate between our pipelines and those of our competitors. The pipeline transportation cost is relatively small compared to the value of the oil being transported. When our customers have pipeline transportation options that allow them to deliver to multiple refineries, the deciding factor is often the wholesale price of crude oil paid by the refineries, rather than the cost of delivery. In declining crude oil-producing regions like California, the threat of newly constructed pipelines is low. Furthermore, a significant percentage of our assets are located in an urban environment, which also significantly decreases the competition from new construction.

REIT Status

We operate as a REIT and therefore are generally not subject to U.S. federal corporate income taxes on the income and gains that we distribute to our stockholders, including the income derived through our REIT qualifying investments in energy infrastructure assets. Our REIT status is supported in part through a series of IRS Private Letter Rulings (PLR) that provide us assurance that ~~fees we may receive for usage of the storage and pipeline assets we may own will qualify as rents from real property for purposes of our qualification as a REIT.~~


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fees we may receive for usage of the storage and pipeline assets we may own will qualify as rents from real property for purposes of our qualification as a REIT.

However, even as a REIT, we remain obligated to pay income taxes on earnings from our TRSs. The use of TRSs enables us to own certain assets and engage in certain businesses while maintaining compliance with the REIT qualification requirements under the Code. We may, from time to time, change the election of previously-designated TRSs to be treated as qualified REIT subsidiaries, and may reorganize and transfer certain assets or operations from our TRSs to other subsidiaries, including qualified REIT subsidiaries.

Regulatory and Environmental Matters

Our energy infrastructure assets and operations, ~~as well as those of our tenants,~~ are subject to numerous federal, state and local laws and regulations concerning the protection of public health and safety, zoning and land use, and pricing and other matters related to certain of our business operations. For a discussion of the current effects and potential future impacts of such regulations on our business and properties, see the discussion presented in Item 1A of this ~~Report~~report under the subheading "Risks Related to Our Investments in Energy Infrastructure." In particular, for a discussion of the current and potential future effects of compliance with federal, state and local environmental regulations, see the discussion titled "Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the cash available for distribution to our stockholders" within such section.

FERC and State PUC Common Carrier Regulations

The vast majority of our operated pipeline systems are subject to economic and operational regulation by various federal, state and/or local agencies. Our rates are generally set based on a regulated cost-of-service model.

FERC regulates interstate transportation on our common carrier pipeline systems under the Interstate Commerce Act ("ICA"), the Natural Gas Act, the Environmental Protection Act, and the rules and regulations promulgated under those laws. FERC regulations require that rates and terms and conditions of service be just and reasonable and must not be unduly discriminatory or confer any undue preference upon any shipper. FERC's regulations also require interstate common carrier pipelines to file with FERC and publicly post tariffs stating their interstate transportation rates and terms and conditions of service.

Under the ICA, FERC or any interested private entity or person may challenge existing or proposed new or changed rates, services or terms and conditions of service. FERC is authorized to investigate such charges and may suspend the effectiveness of a new rate for a period of time or could limit a common carrier pipeline's ability to change rates until completion of an investigation. During an investigation, FERC could find that the new or changed rate is unlawful.

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Intrastate transportation services, provided by our California pipeline system, are subject to regulation by the CPUC. The CPUC requires intrastate pipelines to file their rates with the agencies and permit shippers to challenge existing rates and proposed rate increases. The CPUC could limit our ability to increase our rates or could order us to reduce our rates and require the payment of refunds to shippers.

Environmental, Health and Safety Regulation

Our operations involve the transportation of crude oil and natural gas ~~which~~that are subject to stringent federal, state and local laws and regulations designed to protect the environment. Compliance with these laws and regulations increases our overall cost of doing business. Failure to comply with these laws and regulations could result in the assessment of administrative, civil and criminal penalties, and the addition of new operational constraints. Environmental and safety laws and regulations are subject to changes that may result in more stringent requirements, which could negatively impact our future earnings to the extent they cannot be recovered through our cost-of-service framework. A discharge of hazardous liquids into the environment could, to the extent such event is not insured, subject us to substantial expense to remediate. The following summarizes some of the key environmental, health and safety laws and regulations to which our operations are subject.

Pipeline and Tank Safety and Integrity Management

The majority of our assets are subject to regulation by the DOT's PHMSA pursuant to the Hazardous Liquids Pipeline Safety Act of 1979 ("HLPSA"). The HLPSA imposes safety requirements on the design, construction, operation and maintenance of pipeline and storage facilities. Federal regulations implementing the HLPSA require pipeline operators to adopt measures designed to reduce the environmental impact of their operations, including the maintenance of comprehensive spill response plans and the performance of spill response training for pipeline personnel. These regulations also require pipeline operators to develop and maintain a written qualification program for individuals performing covered tasks on pipeline facilities.


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The HLPSA was amended by the Pipeline Safety Improvement Act of 2002 and the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006. These amendments have resulted in the adoption of rules by the DOT that require transportation pipeline operators to implement integrity management programs to ensure pipeline safety in "high consequence areas," such as high population areas, areas unusually sensitive to environmental damage, and navigable waterways.

In October 2015, the Governor of California signed the Oil Spill Response: Environmentally and Ecologically Sensitive Areas Bill ("AB-864"), which requires new and existing pipelines located near environmentally and ecologically-sensitive areas connected to or located in the coastal zone to use best-available technologies to reduce the amount of oil released in an oil spill in order to protect state waters and wildlife. The California Office of the State Fire Marshal has developed the regulations required by AB-864. The Company submitted recommendations for pipeline segment improvements in December 2021, which were subsequently accepted by the California Office of the State Fire Marshal in 2022. The Company has begun the process of making the recommended modifications. The Company ~~has~~previously submitted a filing with the CPUC to implement a surcharge on existing tariffs to recover the costs associated with the AB-864 regulations., however, on May 9, 2024 the CPUC finalized the Company's Southern California rate case that, among other things, denied the Company's request to implement a surcharge to recover AB-864 costs, but did approve inclusion of those costs in the Southern California approved tariff.

The DOT has generally adopted American Petroleum Institute Standard ("API") 653 as the standard for the maintenance of steel above-ground petroleum storage tanks subject to DOT jurisdiction. API 653 requires regularly-scheduled inspection and repair of tanks remaining in service.

Occupational Safety and Health

We are subject to the requirements of the Occupational Safety and Health Act, as amended ("OSHA") and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that certain information be maintained about hazardous materials used or produced in operations and that such information be provided to employees, state and local government authorities and citizens.

MANAGEMENT

Information about our Executive Officers

The following table sets forth certain information regarding our executive officers and key employees as of March 10, 2023:

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Name

Age

Position(s) Held

David J. Schulte

Chairman and Chief Executive Officer

John D. Grier

Chief Operating Officer

Robert L Waldron

President and Chief Financial Officer

Chris Reitz

Executive Vice President, General Counsel and Corporate Secretary

Christopher M. Huffman

Chief Accounting Officer

Rick C. Kreul

President, Mowood and MoGas Pipeline

All of our current executive officers hold their offices at the discretion of our Board of Directors. There are no family relationships between or among any executive officers. There are no arrangements or understandings with another person pursuant to which any executive officer was selected for office.

Mr. Schulte is a co-founder, Chairman and Chief Executive Officer of CorEnergy. Previously, Mr. Schulte was a co-founder and a Managing Director of Tortoise Capital Advisors L.L.C. where, until 2015, he served on the investment committee. He is recognized in the industry as an expert on master limited partnerships and other financial structures for investing in energy infrastructure. Earlier, Mr. Schulte was a Managing Director at Kansas City Equity Partners (KCEP), a founding sponsor of Tortoise, where he led private financing for two growth MLPs. Before joining KCEP, he spent five years as an investment banker at the predecessor of Oppenheimer & Co., Inc. Mr. Schulte earned a Juris Doctorate from the University of Iowa and a Bachelor of Science in Business Administration from Drake University. He has earned a CFA charter, as well as a certified public accountant (CPA) designation. In 2017, Mr. Schulte was named into the Alerian Hall of Fame for Asset Management. In 2020, Mr. Schulte was named an independent member of the board of directors for Western Midstream Partners, a master limited partnership formed to acquire, own, develop and operate midstream assets.

Mr. Grier is the Chief Operating Officer of CorEnergy. He has been in the energy industry for more than 40 years. Prior to joining CorEnergy, he spent 17 years as the CEO of Crimson Midstream, having pipeline operations in California, Louisiana and offshore in the Gulf of Mexico. Mr. Grier was the President and CEO of Crimson Resource Management, a buyer and operator of oil and gas producing properties for 24 years. He is also CEO of Crimson Renewable Energy, the largest biodiesel manufacturer in California and Oregon. He is also the Founder and Chairman of Crescent Midstream, a midstream transportation company. During each of the Crimson engagements, Mr. Grier was the founder and responsible for growing the entities from startup. Prior to that he worked for Mobil Oil company in various engineering and management positions. Mr. Grier has a Bachelor of Science (with honors) in Chemical Engineering from the University of Oklahoma and a Master of Business Administration from Harvard University.

Mr. Waldron is President and Chief Financial Officer of CorEnergy. He has more than 20 years of experience in the energy, industrial and financial industries. Prior to joining CorEnergy in 2021, he spent six years as Chief Financial Officer at Crimson Midstream before it was acquired by CorEnergy. Before joining Crimson Midstream, Mr. Waldron worked for eight years in energy investment banking at Citi and UBS where he focused primarily on capital markets and M&A in the midstream sector. Mr. Waldron started his career in corporate R&D at Dow Chemical where he focused on design and optimization of Dow’s manufacturing processes. He earned a Bachelor of Science in Chemical Engineering from the University of Utah, a Master of Science in Chemical Engineering from Massachusetts Institute of Technology, and a Master of Business from Northwestern University.

Mr. Reitz is Executive Vice President, General Counsel and Corporate Secretary of CorEnergy. He has more than 25 years of legal experience, including as Assistant General Counsel and Corporate Secretary for Caterpillar, Inc. and Associate General Counsel / Assistant Secretary for Entergy, an electric and gas utility. Earlier in his career, Mr. Reitz served as Vice President and General Counsel for Aquila, Inc., an electric and gas utility and energy trader. He also practiced law with the law firm of Husch Blackwell. Mr. Reitz earned his undergraduate degree in Accounting and Business from the University of Kansas, and his Juris Doctorate from the University of Kansas School of Law.

Mr. Huffman is the Chief Accounting Officer of CorEnergy. He has over 20 years of experience in the accounting and energy industries. Prior to joining the Company, Mr. Huffman served as CAO at Discovery Natural Resources LLC since October 2012. Discovery is focused on the acquisition, development and exploration of oil and gas properties in the Permian Basin. Mr. Huffman began his career holding various positions with PricewaterhouseCoopers LLP, serving listed energy upstream and midstream clients. Mr. Huffman is a CPA and has a Bachelor of Business Administration and a Master of Accountancy from the University of Colorado.

Mr. Kreul is the President of Mowood, LLC and MoGas Pipeline, LLC and oversees the operations of Omega Pipeline Company. He is a mechanical engineer with more than 30 years of energy industry experience. Mr. Kreul’s career includes a previous stint

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as President of Omega Pipeline Company, nearly a decade at Aquila Inc. as a Vice President of Energy Delivery, and a position as Vice President of Inergy, L.P. His expertise includes strategic planning, profit and loss management, operations reengineering, and mergers and acquisitions. Along with his duties at Mowood, Mr. Kreul supports CorEnergy as needed to perform due diligence on potential asset acquisitions. He earned both a Bachelor of Science and a Master of Science in Mechanical Engineering from the University of Arkansas.

Human Capital Management

As of December 31, ~~2022~~2023, we had ~~156~~151 employees primarily located in three states: California, Colorado, and Missouri. None of our employees are subject to a collective bargaining agreement.

			As of December 31, 2022
			As of December 31, 2023
			Full-Time Employees
CorEnergy Infrastructure Trust, Inc.			11
Crimson Midstream Holdings, LLC			~~124~~121
MoGas Pipeline, LLC			1816
Omega Pipeline Company, LLC			3
Total			~~156~~151

Our employees are an important asset, and we seek to attract and retain top talent by fostering a culture that is guided by our core values of integrity, inclusivity, creativity, and high standards of quality and excellence. We also seek to promote workplace and operational safety and focus on the protection of public health and the environment.

Restatement of Previously Issued Consolidated Financial Statements

On March 3, 2023, the Company’s management and the Audit Committee of the Company's Board of Directors (the "Audit Committee") reached a determination that the Company’s consolidated audited financial statements as of and for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and the Company’s consolidated unaudited financial statements as of and for the periods ended March 31, 2021, June 30, 2021, September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022 (collectively, the “Non-Reliance Periods”) included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC for the Non-Reliance Periods, should no longer be relied upon because of material misstatements contained in those consolidated financial statements. The Company’s management and the Audit Committee discussed the matters with Ernst & Young LLP, the Company’s independent registered public accounting firm, and determined to restate its consolidated audited financial statements for the Non-Reliance Periods. The misstatements are described in greater detail in Notes 20 and 21 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, Financial Statements and Supplementary Data, within this Annual Report on Form 10-K.

AVAILABLE INFORMATION

We are required to file reports, proxy statements and other information with the SEC. We will make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports on or through our web site at http://corenergy.reit as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. This information may also be obtained, without charge, upon request by calling us at (816) 875-3705 or toll-free at (877) 699-2677. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed by us with the SEC, which is available on the SEC's Internet site at www.sec.gov. Please note that any Internet addresses provided in this Form 10-K are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet address is intended or deemed to be included by reference herein.


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ITEM 1A. RISK FACTORS

There are many risks and uncertainties that can affect our future business, financial performance or price of our securities. Many of these are beyond our control. A description follows of some of the important factors that could have a material negative impact. This discussion includes a number of forward-looking statements. You should refer to the description of the qualifications and limitations on forward-looking statements in the first paragraph under Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our ability to execute on our business strategy, the pursuit of growth opportunities, anticipated transportation volumes, expected rate increases, planned capital expenditures, planned dividend payment levels, capital resources and liquidity, and our planned acts relating thereto, ~~our ability to remediate~~ the ~~material~~Chapter ~~weakness~~11 inCase ~~our internal control over financial reporting~~ and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as "will," "may," "should," "could," "believes," "expects," "anticipates," "estimates," "intends," "projects," "goals," "objectives," "targets," "predicts," "plans," "seeks," or similar expressions or other comparable terms or discussions of strategy, plans or intentions in this Annual Report on Form 10-K.

Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict, which could include risks and uncertainties relating to the Company’s Chapter 11 Case, including but not limited to, the Company’s ability to satisfy all conditions precedent to the effectiveness of the Proposed Plan, to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Case, the effects of the Chapter 11 Case on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Case and the outcome of the Chapter 11 Case in general, the length of time the Company will operate under the Chapter 11 Case, risks associated with any third-party motions in the Chapter 11 Case, the potential adverse effects of the Chapter 11 Case on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s reorganization. For further discussion of these factors see "Summary Risk Factors" below and Item 1A - "Risk Factors" in this Annual Report on Form 10-K. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Annual Report on Form 10-K.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Annual Report on Form 10-K.

RISK FACTOR SUMMARY

The following is a summary of the most significant risks relating to our business activities that we have identified. If any of these risks actually occur, our business, financial condition or results of operation, including our ability to generate cash and make distributions could be materially adversely affected. For a more complete understanding of our material risk factors, this summary should be read in conjunction with the detailed description of our risk factors ~~which~~that follows this summary.

Risks Related to Our Voluntary Bankruptcy Filing

•The RSA is subject to significant conditions and milestones that may be beyond our control and may be difficult for us to satisfy. If the RSA is terminated, our ability to confirm and consummate the Proposed Plan could be materially and adversely affected.

•We are subject to the risks and uncertainties associated with the Chapter 11 proceedings and may not be able to obtain confirmation of the Proposed Plan as outlined in the RSA.

•Upon emergence from bankruptcy, the composition of our Board of Directors and Officers may change significantly.

•Our historical financial information may not be indicative of our future financial performance.


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•Trading in our securities during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. It is possible that our equity securities will be cancelled pursuant to the Proposed Plan and holders of any such equity securities will receive only such distributions as set forth in the Proposed Plan, which may result in such holders being unable to recover their investments.

•Negotiating the RSA, and the Chapter 11 proceedings, has and will continue to consume a substantial portion of our management’s time and attention, which may adversely affect us and may increase employee attrition.

•If the RSA is terminated our ability to confirm and consummate the Proposed Plan could be materially and adversely affected.

•We depend on the continued presence of key personnel for critical management decisions.

•Transfers or issuances of equity before, or in connection with, our Chapter 11 proceedings may impair our ability to utilize the existing tax basis in our assets, our federal income tax net operating loss carryforwards and other tax attributes.

•We have determined that there is substantial doubt about our ability to continue as a going concern.

Risks Related to Our Investments in Energy Infrastructure

•Our focus on the energy infrastructure sector will subject us to more concentrated risks than if we were broadly diversified.

•We may be unable to identify and complete acquisitions of real property assets, and the relative illiquidity of our real property and energy infrastructure investments also may interfere with our ability to sell our assets when we desire.

•Energy infrastructure companies are and will be subject to extensive regulation, including numerous environmental regulations, pipeline safety and integrity regulations, revenue and tariff regulations by applicable interstate (FERC) and intrastate authorities, and potential future regulations related to greenhouse gases and climate change. Related compliance costs may adversely affect our business, financial condition and results of operations, as well as those of our customers.

•Our operations, and those of our customers, are subject to operational hazards, and could be affected by extreme weather patterns and other natural phenomena. Any resulting business interruptions not adequately covered by insurance could have a material adverse impact on our operations and financial results.

•We depend on certain key customers for a significant portion of our revenues, which also exposes us to related credit risks. The loss of a key customer, or any failure of our credit risk management, could result in a decline in our business.

•Pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, has and may continue to adversely affect local and global economies and our business, operations and financial results.

•The operation of our energy infrastructure assets could be adversely affected if third-party pipelines or other facilities interconnected to our facilities become partially or fully unavailable.

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Risks Related to Our Ownership Interest in Crimson

•WeOur ~~have~~only ~~significant~~asset ~~assets~~subsequent ~~which~~to ~~are~~the ~~held~~sale asof the MoGas and Omega Pipelines is our ownership ~~interests~~interest in Crimson, whose operations we do not fully control. We have a right to acquire the remaining ownership interests in Crimson that we do not own, subject to CPUC approval. The CPUC denied an application requesting this approval in December 2022, and there can be no assurances that such approval will be obtained on acceptable terms or at all.

•Crimson's insurance coverage may not be sufficient to cover our losses in the event of an accident, natural disaster or other hazardous event.

•Crimson's results could be adversely affected if third-party pipelines, refineries, and other facilities interconnected to its pipelines close, choose alternative interconnections or become unavailable, or if the volumes Crimson transports and stores are reduced due to any significant decrease in crude oil production in areas in which it operates.

•Crimson's assets were constructed over many decades, which may increase future inspection, maintenance or repair costs, or result in downtime that could have a material adverse effect on our business and results of operations.

•Crimson's pipeline loss allowance exposes us to commodity risk.

Risks Related to Our Ownership and Operation of MoGas or Other Assets

•MoGas competes with other pipelines, and may be unable to renew contracts with certain customers on an annual basis following expiration of the current transportation agreements with its customers.

Risks Related to Rising Inflation and Interest Rate Increases


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•We may be negatively impacted by rising inflation and recent and future interest rate increases, which could raise our costs, including our financing costs, reduce demand for the use of our energy infrastructure assets and limit our acquisition activities.

Risks Related to Our Indebtedness and Financing Our Business

•WeThe ~~face~~terms ~~risks~~of ~~associated~~the ~~with~~agreements ~~our~~that ~~dependence~~govern onour ~~external~~indebtedness ~~sources~~restrict ofour ~~capital~~current and ~~our~~future ~~indebtedness could have important consequences~~operations, ~~including~~particularly ~~impairing~~ our ability to ~~obtain~~respond ~~additional~~to ~~financing~~changes or ~~pay~~pursue ~~future~~our ~~distributions~~business ~~and subjecting us to the risk of foreclosure on any mortgaged properties~~strategies.

•~~Covenants~~Even inif our ~~loan~~existing ~~documents~~indebtedness ~~could~~is ~~limit our flexibility and adversely affect our financial condition~~restructured, ~~and~~ we ~~face~~may ~~risks~~not ~~related~~be able to ~~refinancings.~~generate ~~The~~sufficient ~~5.875%~~cash ~~Convertible Notes are scheduled~~ to ~~mature~~services inall ~~August~~of ~~2025~~our indebtedness and ~~the~~may ~~Crimson~~be ~~Credit~~forced ~~Facility is scheduled~~ to ~~mature~~take inother ~~May~~actions ~~2024.~~to Wesatisfy ~~presently~~our doobligations ~~not~~under ~~have~~our ~~funds~~indebtedness, ~~available~~which tomay ~~repay~~not ~~these~~be ~~obligations~~successful.

•Our ability to make scheduled payments ofpursuant to the ~~principal~~Proposed ofPlan depends on our future performance, towhich ~~pay~~is ~~interest~~subject onto economic, orfinancial, competitive and other factors beyond our control. Our business may not continue to ~~refinance~~generate cash flow from operations in the future sufficient to service our ~~indebtedness~~debt and make necessary capital expenditures. If we are unable to generate such cash flow, ~~including~~we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive.

~~the~~•Our ~~5.875%~~ability ~~Convertible~~to ~~Notes,~~refinance ~~depends on~~ our ~~future~~indebtedness ~~performance,~~will ~~which~~depend ison ~~subject~~the tocapital ~~economic,~~markets ~~financial, competitive~~ and ~~other~~our ~~factors~~financial ~~beyond~~condition ~~our~~at ~~control~~such time. ~~Our~~We ~~business~~ may not ~~continue~~be able to ~~generate~~engage ~~cash flow from operations~~ in ~~the~~any ~~future~~of ~~sufficient~~these toactivities ~~service~~or ~~our~~engage ~~debt~~in ~~and~~these ~~make~~activities ~~necessary~~on ~~capital~~desirable ~~expenditures. If we are unable to generate such cash flow~~terms, wewhich ~~may~~could beresult ~~required~~in toa ~~adopt~~default ~~one~~on orour ~~more alternatives, such as selling assets, restructuring~~ debt ~~or obtaining additional equity capital on terms that may be onerous or highly dilutive~~obligations.

•Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We

may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in

a default on our debt obligations.

Risks Related to Our Capital Stock

•IfOur ~~our~~ Common Stock isand Series A Preferred Stock have been delisted from the NYSE weand ~~will~~are besubject ~~required~~ to ~~offer~~the risks of trading in an over-the-counter market. Our inability to regain compliance with the NYSE was a fundamental change triggering the repurchase feature under the Indenture governing our Convertible Notes, atwhich ~~par~~we ~~value.~~do not have the cash on hand or liquidity to repurchase.

•InOur ~~February~~post-bankruptcy ~~2023,~~capital westructure ~~suspended~~is ~~paying~~yet ~~dividends~~to onbe ~~our Series A Preferred Stock~~determined, ~~Common Stock,~~ and ~~Class~~any Bchanges ~~Common~~to ~~Stock, we cannot assure you of~~ our ~~ability~~capital tostructure ~~pay~~may ~~dividends~~have ina ~~the~~material ~~future~~adverse oreffect ~~the~~on ~~amount~~existing ofdebt ~~any~~and ~~dividends.~~security holders.

•~~The~~We ~~market~~suspended ~~price~~paying ofdividends on our ~~Common Stock and the~~ Series A Preferred Stock, ~~has~~Common ~~been~~Stock, and isClass ~~likely~~B toCommon ~~remain~~Stock, ~~volatile,~~and ~~subject~~we tocannot ~~low~~assure ~~trading~~you ~~volume~~of ~~and~~our ~~may~~ability ~~decline~~to pay dividends in ~~value~~the future or the amount of any dividends.

•The market price of our Common Stock and the Series A Preferred Stock and the value of our Class B Common Stock may be adversely affected by the future incurrence of debt or issuance of preferred stock by the Company.

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Risks Related to REIT Qualification and Federal Income Tax Laws

•While we take numerous actions to ensure the Company's qualification as a REIT and have obtained related private letter rulings from the IRS, any failure to so qualify would have significant adverse consequences to the Company and to the value of our capital stock. Further, complying with REIT requirements may affect our profitability and force us to forego otherwise attractive investments.

•We generally must distribute at least 90% of our REIT taxable income to our stockholders annually. As a result, we require additional capital to make new investments, and any failure to make required distributions would subject us to federal corporate income tax.

•Our charter includes ownership limit provisions to protect our REIT status, which may impair the ability of holders to convert our ~~5.875%~~ Convertible Notes to Common Stock and could have the effect of delaying, deferring or preventing a transaction or change of control of our Company.

•If we acquire C corporations in the future, we may inherit material tax liabilities and other tax attributes that could require us to distribute earnings and profits.

Risks Related to Our Corporate Structure and Governance

•We are dependent upon key personnel for our business.

•Our charter and Maryland law may limit the ability of stockholders to control our policies and effect a change of control of our Company.

Risks Related to Terrorism, Armed Conflicts, and Cybersecurity

•Risks associated with security breaches through cyber-attacks or acts of cyber-terrorism, cyber intrusions or otherwise, as well as other significant disruptions of our information technology ("IT") networks and related systems, could materially adversely affect our business, operations or financial results.

•Terrorist attacks and armed conflict, or their impacts on the energy industry served by our infrastructure assets, could have a material adverse effect on our business, financial condition, or results of operations.


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•Some losses related to our real property assets, including, among others, losses related to potential terrorist activities, may not be covered by insurance and would adversely impact distributions to stockholders.

Risks Related to Our Voluntary Bankruptcy Filing

Beginning on February 25, 2024, the Company filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Missouri in order to implement a Chapter 11 plan to recapitalize the Company.

The RSA is subject to significant conditions and milestones that may be beyond our control and may be difficult for us to satisfy. If the RSA is terminated, our ability to confirm and consummate the Proposed Plan could be materially and adversely affected.

The RSA sets forth certain conditions we must satisfy, including the timely satisfaction of milestones in the Chapter 11 Case, such as confirmation of the Proposed Plan and effectiveness of the Proposed Plan. Our ability to timely complete such milestones is subject to risks and uncertainties that may be beyond our control. The RSA gives the Consenting Noteholders the ability to terminate the RSA under certain circumstances, including the failure of certain conditions to be satisfied. Should a termination event occur, all obligations of the parties to the RSA may terminate. A termination of the RSA may result in the loss of support for the Proposed Plan, which could adversely affect our ability to confirm and consummate the Proposed Plan. If the Proposed Plan is not consummated, there can be no assurance that any new plan would be as favorable to holders of claims as the current Proposed Plan and our Chapter 11 proceedings could become protracted, which could significantly and detrimentally impact our relationships with vendors, suppliers, employees, and tenants.

We will be subject to the risks and uncertainties associated with Chapter 11 proceedings.

As a consequence of our filing for relief under Chapter 11 of the Bankruptcy Code, our operations and our ability to develop and execute our business plan, and our continuation as a going concern, will be subject to the risks and uncertainties associated with bankruptcy. These risks include the following:

•our ability to prosecute, confirm and consummate the Proposed Plan or another plan of reorganization with respect to the Chapter 11 proceedings;

•the high costs of bankruptcy proceedings and related fees;

•if required, our ability to obtain sufficient financing to allow us to emerge from bankruptcy and execute our business plan post-emergence;

•our ability to maintain our relationships with our suppliers, service providers, employees and other third parties;

•our ability to maintain contracts that are critical to our operations;

•our ability to execute our business plan in the current uncertain economic environment;

•the ability to attract, motivate and retain key employees;

•the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with us;

•the ability of third parties to seek and obtain court approval to convert the Chapter 11 proceedings to Chapter 7 proceedings; and

•the actions and decisions of our creditors and other third parties who have interests in our Chapter 11 proceedings that may be inconsistent with our plans.

These risks and uncertainties could affect our business and operations in various ways. For example, negative events associated with our Chapter 11 proceedings could adversely affect our relationships with our suppliers, service providers, employees, and other third parties, which in turn could adversely affect our operations and financial condition. Also, we need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit our ability to respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with our Chapter 11 proceedings, we cannot accurately predict or quantify the ultimate impact of events that occur during our Chapter 11 proceedings that may be inconsistent with our plans.

We may not be able to obtain confirmation of the Proposed Plan as outlined in the RSA.

There can be no assurance that the Proposed Plan as outlined in the RSA (or any other plan of reorganization) will be approved by the Bankruptcy Court, so we urge caution with respect to existing and future investments in our securities.


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The success of any reorganization will depend on approval by the Bankruptcy Court and the willingness of existing debt and security holders to agree to the exchange or modification of their interests as outlined in the Proposed Plan, and there can be no guarantee of success with respect to the Proposed Plan or any other plan of reorganization. We might receive official objections to confirmation of the Proposed Plan from the various stakeholders in the Chapter 11 proceedings. We cannot predict the impact that any objection might have on the Proposed Plan or on a Bankruptcy Court's decision to confirm the Proposed Plan. Any objection may cause us to devote significant resources in response that could materially and adversely affect our business, financial condition and results of operations.

If the Proposed Plan is not confirmed by the Bankruptcy Court, it is unclear whether we would be able to reorganize our business and what, if any, distributions holders of claims against us, including holders of our unsecured debt and equity, would ultimately receive with respect to their claims. There can be no assurance as to whether we will successfully reorganize and emerge from Chapter 11 or, if we do successfully reorganize, as to when we would emerge from Chapter 11. If no plan of reorganization can be confirmed, or if the Bankruptcy Court otherwise finds that it would be in the best interest of holders of claims and interests, the Chapter 11 case may be converted to a case under Chapter 7 of the Bankruptcy Code, pursuant to which a trustee would be appointed or elected to liquidate our assets for distribution in accordance with the priorities established by the Bankruptcy Code.

Upon emergence from bankruptcy, our historical financial information may not be indicative of our future financial performance.

Our capital structure will be significantly altered under the Proposed Plan. Under fresh-start reporting rules that may apply to us upon the effective date of the Proposed Plan (or any alternative plan of reorganization), our assets and liabilities would be adjusted to fair values and our accumulated deficit would be restated to zero. Accordingly, if fresh-start reporting rules apply, our financial condition and results of operations following our emergence from Chapter 11 would not be comparable to the financial condition and results of operations reflected in our historical financial statements. Further, a plan of reorganization could materially change the amounts and classifications reported in our consolidated historical financial statements, which do not give effect to any adjustments to the carrying value of assets or amounts of liabilities that might be necessary as a consequence of confirmation of a plan of reorganization.

The pursuit of the RSA has consumed, and the Chapter 11 proceedings will continue to consume, a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.

Although the Proposed Plan is designed to minimize the length of our Chapter 11 proceedings, it is impossible to predict with certainty the amount of time that we may spend in bankruptcy or to assure parties in interest that the Proposed Plan will be confirmed. The Chapter 11 proceedings will involve additional expense and our management will be required to spend a significant amount of time and effort focusing on the proceedings. This diversion of attention may materially adversely affect the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the Chapter 11 proceedings are protracted.

During the pendency of the Chapter 11 proceedings, our employees will face considerable distraction and uncertainty and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a material adverse effect on our ability to effectively, efficiently and safely conduct our business, and could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations.

If the RSA is terminated, our ability to confirm and consummate the Proposed Plan could be materially and adversely affected.

The RSA contains a number of termination events, upon the occurrence of which certain parties to the RSA may terminate the agreement. If the RSA is terminated as to all parties thereto, each of the parties will be released from its obligations in accordance with the terms of the RSA. Such termination may result in the loss of support for the Proposed Plan by the parties to the RSA, which could adversely affect our ability to confirm and consummate the Proposed Plan. If the Proposed Plan is not consummated, there can be no assurance that any new plan would be as favorable to holders of claims against the Company and its subsidiaries as contemplated by the RSA.

We depend on the continued presence of key personnel for critical management decisions.


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Retaining and understanding historical knowledge from our key personnel is critical to allowing the management team to more effectively progress our business plan. Anytime personnel are replaced, there is a risk that there may be a loss of service, albeit temporary, that could result in an adverse effect on the business.

Upon our emergence from bankruptcy, the composition of our Board of Directors may change significantly.

Under the Proposed Plan, the composition of our Board of Directors may change significantly. Any new directors are likely to have different backgrounds, experiences and perspectives from those individuals who previously served on the Board and, thus, may have different views on the issues that will determine our future. As a result, our future strategy and plans may differ materially from those of the past.

Trading in our securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. It is possible that our equity securities will be cancelled pursuant to the Proposed Plan and holders of any such equity securities will receive only such distributions as set forth in the Proposed Plan, which may result in such holders being unable to recover their investments.

A significant amount of our indebtedness is senior to the Common Stock and Series A Preferred Stock in our capital structure. It is possible that these equity interests may be cancelled and extinguished upon the approval of the Bankruptcy Court and the holders thereof would not be entitled to receive, and would not receive or retain, any property or interest in property on account of such equity interests. In the event of a cancellation of these equity interests, amounts invested by such holders in our outstanding equity securities will not be recoverable. Under the Proposed Plan, we expect that each holder of our Common Stock will receive nothing on account of its common stock interest. If holders of our Series A Preferred Stock vote to accept the Proposed Plan, as a class, each holder will receive its pro rata share of 8.25% of the new common stock (subject to dilution). If, however, holders of our Series A Preferred Stock vote to reject the Proposed Plan, as a class, we expect that each holder will receive nothing on account of its preferred stock interest. Further, if our plan of reorganization is not approved, our currently outstanding Common Stock and Series A Preferred Stock may have no value. Trading prices for our equity securities are very volatile and may bear little or no relationship to the actual recovery, if any, by the holders of such securities in the Chapter 11 Case. Accordingly, we urge that extreme caution be exercised with respect to existing and future investments in our equity securities and any of our other securities.

Transfers of our equity, or issuances of equity before in connection with or after our Chapter 11 proceedings, may impair our ability to utilize the existing tax basis in our assets, our federal income tax net operating loss carryforwards and other tax attributes during the current year and in future years.

Under federal income tax law, a corporation is generally permitted to offset net taxable income in a given year with net operating losses carried forward from prior years, and its existing adjusted tax basis in its assets may be used to offset future gains or to generate annual cost recovery deductions. We have significant “net unrealized built-in loss” (NUBIL) (i.e., adjusted tax basis in excess of the fair market value of our assets) and net operating loss carryforwards that are not subject to any Section 382 limitations.

Our ability to utilize future tax deductions, net operating loss carryforwards and other tax attributes to offset future taxable income is subject to certain requirements and restrictions. If we experience an "ownership change," as defined in Section 382 of the Internal Revenue Code, during or in connection with the restructuring process, then our ability to use future tax deductions, net operating loss carryforwards and other tax attributes to offset future taxable income may be substantially limited, which could have a negative impact on our financial position and results of operations.

Generally, there is an "ownership change" if one or more stockholders owning 5% or more of a corporation's common stock have aggregate increases in their ownership of such stock of more than 50 percentage points over a prescribed testing period which is generally over the three-year period preceding the date of an ownership change involving a 5% or greater shareholder. Under Section 382 and Section 383 of the Internal Revenue Code, absent an applicable exception, if a corporation undergoes an "ownership change", certain future tax deductions, net operating loss carryforwards and other tax attributes that may be utilized to offset future taxable income generally are subject to an annual limitation (though “recognized built-in losses” arising from our NUBIL will only be subject to limitation if they are recognized within 5 years of the “ownership change”).

We anticipate that the implementation of our plan of reorganization will result in an "ownership change." However, we anticipate that we will take advantage of the special tax law rules under Section 382(l)(5) of the Internal Revenue Code, which will allow us to use our net operating losses and NUBIL without any section 382 limitations. If we have a change in control within two years of the issuance of shares pursuant to the Chapter 11 Case, we will lose all of our net operating loss carryforwards. Also, as a result of


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section 382(l)(5), our net operating loss carryforwards will be reduced by the amount of interest we deducted on the indebtedness converted to our equity in our Chapter 11 Case.

The loss of our net operating loss carryforwards will likely increase our taxable income. Since the net operating loss deduction is taken into account in determining our distribution obligation in order to retain our REIT status, the loss of the net operating loss deductions may result in an increase in our required distributions. If the distributions increase too substantially, it may adversely affect our ability to continue as a REIT.

We understand that the largest bondholders, who will become our largest shareholders, have entered into a shareholders' agreement in which they have limited their ability to sell our stock in sufficient amounts to result in an "ownership change."

We have determined that there is substantial doubt about our ability to continue as a going concern.

In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, as well as the status of the Chapter 11 Case.

As described in Item 1 under Recent Developments - Chapter 11 Bankruptcy, the Company commenced the Chapter 11 Case under Chapter 11 of the Bankruptcy Code. The filing of the Chapter 11 Case constituted an event of default that resulted in certain monetary obligations becoming immediately due and payable with respect to the Convertible Notes.

Given the acceleration of the Convertible Notes, as well as the inherent risks, unknown results and inherent uncertainties associated with the bankruptcy process and the direct correlation between these matters and our ability to satisfy our financial obligations that may arise, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date these consolidated financial statements are issued. The Company’s ability to continue as a going concern is contingent upon its ability to successfully implement the Proposed Plan set forth in the RSA, which is pending approval of the Bankruptcy Court. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks Related to our Investments in Energy Infrastructure

Our focus on the energy infrastructure sector will subject us to more risks than if we were broadly diversified.

Because our business strategy is specifically focused on owning and operating assets in the energy infrastructure sector, investments in our securities may present more risks than if we were broadly diversified. A downturn in the U.S. energy infrastructure sector would have a larger impact on our assets and performance compared to a REIT that does not concentrate its investments in one economic sector. The energy infrastructure sector can be significantly affected by the supply and demand for crude oil, natural gas, and other energy commodities; the price of these commodities; exploration, production and other capital expenditures; government regulation; world and regional events, politics and economic conditions.

Production declines and volume decreases that may impact our assets could be caused by various factors, including refinery closures, decreased access to capital (or loss of economic incentive) to drill and complete wells, depletion of natural resources, catastrophic events affecting production of (or demand for) energy commodities, labor difficulties, political events, Organization of the Petroleum Exporting Countries ("OPEC") actions, environmental proceedings, increased regulations, regulatory uncertainty, equipment failures and unexpected maintenance problems, failure to obtain necessary permits, unscheduled outages, unanticipated expenses, inability to successfully carry out new construction or acquisitions, import or export supply and demand disruptions, or increased competition from alternative energy sources.

We may be unable to identify and complete acquisitions of real property assets on favorable terms, or at all.

Our growth depends on our ability to acquire additional real property assets. Our ability to identify and complete acquisitions of real property assets on favorable terms and conditions is subject to the following risks:

•we may be unable to acquire a desired asset because of competition from other investors with significant capital, including both publicly traded and non-traded REITs and institutional investment funds;

~~•competition from other investors may significantly increase the purchase price of a desired asset or result in less favorable terms;~~21


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•competition from other investors may significantly increase the purchase price of a desired asset or result in less favorable terms;

•we may not complete the acquisition of a desired real property asset even if we have signed an acquisition agreement, because such agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction; and

•we may be unable to finance acquisitions of real property assets on favorable terms or at all.

Energy infrastructure companies are subject to extensive regulation, which could adversely impact the business and financial performance of our customers and the value of our assets.

Companies in the energy infrastructure sector are subject to significant federal, state and local government regulation in virtually every aspect of their operations, including how facilities are constructed, maintained, weatherized or hardened, and operated, environmental and safety controls, and the prices such companies may charge for the products and services they provide. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future that would likely increase compliance costs, which could adversely affect the business and financial performance of our customers in the energy infrastructure sector and the value or quality of our assets.

Our ~~operation of assets, such as those at~~ Crimson ~~and~~operation ~~MoGas,~~ is subject to extensive environmental and other regulation, which may adversely affect our income and the Cash Available for Distribution to our stockholders.

In addition to the pipeline safety regulations discussed below, the business operations of Crimson ~~and MoGas~~, as well as assets we may acquire and operate in the future, are subject to extensive federal, regional, state and local environmental laws including, but not limited to, the Clean Air Act (CAA), the Clean Water Act (CWA), the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Oil Pollution Act (OPA), the Occupational Safety and Health Administration (OSHA) and analogous state and local laws. These laws and their implementing regulations may restrict or impact business activities in many ways, such as requiring the acquisition of permits or other approvals to conduct regulated activities, limiting emissions and discharges of pollutants, restricting the manner of waste disposal, requiring remedial action to remove or mitigate contamination, requiring capital expenditures to comply with pollution control or workplace safety requirements, and imposing substantial liabilities for pollution resulting from business operations. In addition, the regulations implementing these laws are constantly evolving, and the potential impact of recent regulatory actions is impossible to predict.

If an operator, such as Crimson ~~or MoGas~~, fails to comply with these laws and regulations, it could be subject to a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations. The operator may be unable to recover some or all of the resulting costs through insurance or increased revenues, which could have a material adverse effect on its business, results of operations and financial condition. Additionally, to the extent we acquire and operate storage facilities, pipelines, and oil platforms in reliance on the PLR, we will be exposed to risks similar to those described above (and to which Crimson ~~and~~is ~~MoGas are~~ exposed).

Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the Cash Available for Distribution to our stockholders.

We have invested, and expect to continue to invest, in real property assets in the energy infrastructure, which are subject to laws and regulations relating to the protection of the environment and human health and safety. These laws and regulations generally govern the gathering, storage, handling, and transportation of petroleum and other hazardous substances, the emission and discharge of materials into the environment, including wastewater discharges and air emissions, the operation and removal of underground and above ground storage tanks, the generation, use, storage, treatment, transportation and disposal of solid and hazardous materials and wastes, and the remediation of any contamination associated with such disposals. We own assets related to the storage and distribution of oil and gas, natural gas and natural gas liquids, which are subject to inherent hazards and risks such as fires, pipe and other equipment and system failures, uncontrolled flows of oil or gas, environmental risks and hazards such as gas leaks, oil spills, pipeline ruptures and discharges of toxic gases. Environmental laws and regulations may impose joint and several liability on owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. Such liability could be substantial. Moreover, if one or more of these hazards occur, there can be no assurance that a response will be adequate to limit or reduce any resulting damage. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such property as collateral for future borrowings. We also may be required to comply with various local, state and federal fire, health, life-safety and similar regulations.

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Failure to comply with applicable environmental, health, and safety laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal fines or penalties, permit revocations, and injunctions limiting or prohibiting some or all of the operations at our facilities. Any material compliance expenditures, fines, or damages we must pay could materially and adversely affect our business, assets or results of operations and, consequently, would reduce our ability to make distributions.

Regulation of greenhouse gases and climate change could have a negative impact on our and our customers' businesses.

There has been an increasing focus of local, state, national and international regulatory bodies on greenhouse gas ("GHG") emissions and climate change issues. The U.S. Environmental Protection Agency ("EPA") has adopted rules requiring GHG reporting and permitting, and the United States Congress and EPA may consider additional legislation or regulations that could ultimately require new, modified, and reconstructed facilities, and/or existing facilities, to meet emission standards by installing control technologies, adopting work practices, or otherwise reducing GHG emissions. If we or our customers are unable to recover or pass through a significant level of compliance costs related to any such future climate change and GHG regulatory requirements, it could have a material adverse impact on our or our customers' business, financial condition and results of operations. Further, to the extent financial markets view climate change and GHG emissions as a financial risk, it could negatively impact our cost of, or access to, capital. Climate change and GHG regulation could also reduce the demand for hydrocarbons and, ultimately, demand for utilization of our energy infrastructure assets related to the production and distribution of hydrocarbons.

Pipeline safety integrity programs and repairs may impose significant costs and liabilities on Crimson ~~and MoGas~~ or other operating assets we may acquire.

Regulations administered by the Federal Office of Pipeline Safety within DOT's PHMSA require pipeline operators to develop integrity management programs to comprehensively evaluate certain areas along their pipelines and to take additional measures to protect certain pipeline segments. As an operator, ~~both~~ Crimson ~~and MoGas are~~, and any other systems or facilities we may acquire and operate in reliance on the PLR are likely to be, required to:

•perform ongoing assessments of pipeline or asset integrity;

•identify and characterize applicable threats to pipeline or asset segments that could impact a high consequence area;

•improve data collection, integration and analysis;

•repair and remediate the pipeline or asset as necessary; and

•implement preventative and mitigating actions.

~~Both~~ Crimson ~~and~~is ~~MoGas are~~ required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. Any repair, remediation, preventative or mitigating actions could require significant capital and operating expenditures. The regulations implementing these laws are constantly evolving. Compliance with new or more stringent laws or regulations, or stricter enforcement or interpretation of existing laws, could significantly increase compliance costs. Should Crimson ~~or MoGas~~ fail to comply with the Federal Office of Pipeline Safety's rules and related regulations and orders, we could be subject to significant penalties and fines, which could have a material adverse effect on our business, results of operations and financial condition. PHMSA also may apply to other systems at facilities that we, in reliance on the PLR, may acquire and operate in the future.

Our operations, as well as those of our customers, are subject to operational hazards and unforeseen interruptions. If a significant accident or event occurs that results in a business interruption or shutdown for which we are not adequately insured, such operations and our financial results could be materially adversely affected.

Our assets are subject to many hazards inherent in the transmission of energy products and the provision of related services, including:

•aging infrastructure, mechanical or other performance problems;

•damage to pipelines, facilities and related equipment caused by tornadoes, hurricanes, floods, fires, extreme weather events, and other natural disasters, explosions and acts of terrorism;

•inadvertent damage from third parties, including from construction, farm and utility equipment;

•leaks of natural gas and other hydrocarbons or losses of natural gas as a result of the malfunction of equipment or facilities or operator error; and

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•environmental hazards, such as natural gas leaks, product and waste spills, pipeline and tank ruptures, and unauthorized discharges of products, wastes and other pollutants into the surface and subsurface environment, resulting in environmental pollution.


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These risks could result in substantial losses due to personal injury and/or loss of life, severe damage or destruction of property and equipment, and pollution or other environmental damage, any of which may result in curtailment or suspension of our related operations or services. A natural disaster or other hazard affecting the areas in which we operate could have a material adverse effect on our operations and the financial results of our business.

We depend on certain key customers for a significant portion of our revenues. The loss of any such key customer, or a reduction in their transported volumes, could result in a decline in our business.

We depend on certain key customers for a significant portion of our revenues, particularly operating revenues from Crimson ~~and MoGas~~, related to fees for the transportation of crude oil and natural gas through their respective pipeline systems. The loss of all or even a portion of their volumes or contracts, as a result of competition, creditworthiness, inability to negotiate extensions or replacements of contracts, decisions of refineries to close or alter their crude oil sources or delivery routes, could have a material adverse effect on the business, financial condition and results of our operations.

Pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, have, and may continue to adversely affect local and global economies and our business, operations or financial results.

Disruptions caused by pandemics, epidemics or disease outbreaks, in locations in which we operate or globally, could materially adversely affect our business, operations, financial results and forward-looking expectations. The COVID-19 pandemic had caused significant disruption across local, national and global economies and financial markets. As a result, there was a decline in the demand for, and thus also the market prices of, oil and natural gas (and other products of our customers), which adversely impacted our properties, temporarily worsened our estimated future cash flows related to such properties and resulted in substantial impairment charges in 2020 with respect to the affected assets. Although the market for oil and natural gas has improved in recent years, the effects of the COVID-19 pandemic have contributed to a current recessionary environment, rising inflation, higher interest rates and increased volatility in financial markets. The duration and extent of these negative economic effects are impossible to predict and could adversely affect our business, operations and financial results in the future. Additionally, a resurgence of the COVID-19 pandemic, or any other pandemic, epidemic or disease outbreak, may have similar adverse economic effects and could adversely impact our financial results.

We are exposed to the credit risk of our customers and our credit risk management may not be adequate to protect against such risk.

We are subject to the risk of loss resulting from nonpayment and/or nonperformance by our customers. Our credit procedures and policies may not be adequate to fully eliminate such credit risk. If we fail to adequately assess the creditworthiness of any customers, unanticipated deterioration in their creditworthiness and any resulting increase in nonpayment and/or nonperformance by them and inability to re-market the resulting capacity, or re-lease the underlying assets, could have a material adverse effect on our business, financial condition and results of operations. We may not be able to effectively re-market such capacity, or re-lease such assets, during and after bankruptcy or insolvency proceedings involving a customer.

Our assets and operations, as well as those of our customers, can be affected by extreme weather patterns and other natural phenomena.

Our assets and operations, as well as those of our customers and other investees, can be adversely affected by floods, hurricanes, earthquakes, landslides, tornadoes, fires and other natural phenomena and weather conditions, including extreme or unseasonable temperatures, making it more difficult for us to realize the historic rates of return associated with our assets and operations. These events also could result in significant volatility in the supply of energy and power, which might create fluctuations in commodity prices and earnings of companies in the energy infrastructure sector. A significant disruption in our operations or those of our customers, or a significant liability for which we or affected customers are not fully insured, could have a material adverse effect on our business, results of operations, and financial condition. Moreover, extreme weather events could adversely impact the valuation of our energy infrastructure assets.

The operation of our energy infrastructure assets could be adversely affected if third-party pipelines or other facilities interconnected to our facilities become partially or fully unavailable.

Our facilities connect to other pipelines or facilities owned by third parties. We depend upon third-party pipelines and other facilities that provide delivery options to and from such facilities. For example, ~~MoGas'~~our ~~pipeline~~Crimson ~~interconnects,~~operation ~~directly~~includes orfour ~~indirectly,~~rate ~~with~~regulated ~~most~~pipeline ~~major~~systems ~~interstate~~that ~~pipelines~~provide incritical ~~the~~link ~~eastern~~between ~~portion~~California ofcrude ~~the~~oil ~~U.S.~~production and aCalifornia ~~significant number of intrastate pipelines~~refineries. Because we do not own these third-party facilities, their continuing operation is not within our control. Accordingly, these pipelines and other facilities may become unavailable, or available only at a reduced capacity, due to factors such as repairs, damage, lack of capacity, governmental permitting issues or many other reasons outside of our control. If these pipeline connections were to become unavailable to us for current or future volumes of products, our ability, to operate efficiently and continue shipping products to end markets could be restricted, thereby reducing revenues. Likewise, if any of these third-party pipelines or facilities

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pipelines and other facilities may become unavailable, or available only at a reduced capacity, due to factors such as repairs, damage, lack of capacity, governmental permitting issues or many other reasons outside of our control. If these pipeline connections were to become unavailable to us for current or future volumes of products, our ability, to operate efficiently and continue shipping products to end markets could be restricted, thereby reducing revenues. Likewise, if any of these third-party pipelines or facilities becomes unable to transport any products distributed or transported through our facilities, our business, results of operations and financial condition could be adversely affected, which could adversely affect our ability to make cash distributions to our stockholders.

The relative illiquidity of our real property and energy infrastructure asset investments may interfere with our ability to sell our assets when we desire.

Investments in real property and energy infrastructure assets are relatively illiquid compared to other investments. Accordingly, we may not be able to sell such assets when we desire or at prices acceptable to us in response to changes in economic or other conditions. This could substantially reduce the funds available for satisfying our obligations and for distribution to our stockholders.

Risks Related to Our Ownership Interest in Crimson

WeOur ~~have~~only ~~significant~~asset ~~assets~~subsequent ~~which~~to ~~are~~the ~~held~~sale asof the MoGas and Omega Pipelines is our ownership ~~interests~~interest in Crimson, whose operations we do not fully control.

WeFollowing ~~have~~the ~~significant~~sale ~~assets~~of ~~which~~the ~~are~~Omega ~~held~~and asMoGas assets, our ownership ~~interests~~interest in Crimson that ~~include~~includes crude oil pipelines is our only remaining operation. As a result, our ability to make distributions to our stockholders will wholly depend ~~to a significant extent~~ on the performance of this entity and its ability to distribute funds to us.

We own 49.50% of the voting membership interests in Crimson. John D. Grier and certain affiliated trusts of Mr. Grier (collectively ~~with Mr. Grier~~, the "Grier Members") ~~also~~ hold the remaining interests in Crimson. Our ability to influence decisions with respect to the operation of Crimson is subject to the terms of its Third Amended and Restated Operating Agreement, which requires supermajority board approval of distributions to us and the Grier Members, and gives Mr. Grier effective control over operating decisions relating to the majority of Crimson's assets. We have the right to acquire the remaining 50.50% of the voting membership interests in Crimson, subject to CPUC approval. As previously announced, in December 2022, the CPUC published its decision denying the application of Mr. Grier for authority to sell and transfer these remaining interests to us. We are evaluating the options for ultimately obtaining this approval; however, there can be no assurances that such approval will be obtained on acceptable terms or at all.

Crimson's insurance coverage may not be sufficient to cover our losses in the event of an accident, natural disaster or other hazardous event.

Crimson's operations are subject to many hazards inherent to our industry. Such assets may experience physical damage as a result of an accident or natural disaster. These hazards may also cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operations. We maintain a comprehensive insurance program for us, our subsidiaries and certain of our affiliates to mitigate the financial impacts arising from these hazards. This program includes insurance coverage in types and amounts and with terms and conditions that are generally consistent with coverage customary for our industry; however, insurance does not cover all events in all circumstances.

In the unlikely event that multiple insurable incidents occur within the same insurance period that, in the aggregate, exceed coverage limits, the total insurance coverage will be allocated among our entities on an equitable basis based on an insurance allocation agreement among us and our subsidiaries. Additionally, even with insurance, if any natural disaster or other hazardous event leads to a catastrophic interruption in operations, we may not be able to restore operations without significant interruption.

If third-party pipelines, refineries, and other facilities interconnected to Crimson's pipelines, become unavailable to transport, produce, or store crude oil, Crimson's revenue and available cash could be adversely affected.

Crimson depends upon third-party pipelines, refineries, and other facilities that provide delivery options to and from its pipelines and terminal facilities. Their continuing operation is not within Crimson's control. For example, wildfires in California may require exploration and production facilities and refineries to shut down. These shutdowns could cause a reduction of future volumes of crude oil, damage to the facility, lack of capacity, shut-in by regulators or any other reason, leaks, or require shut-in due to regulatory action or changes in law, all of which could negatively impact Crimson's ability to operate efficiently thereby reducing revenue. Disruptions at refineries that use Crimson's pipelines, such as from strikes or other disruptions can also have an adverse impact on the volume of products Crimson ships. Any temporary or permanent interruption at any key pipeline or terminal interconnect, any termination of any material connection agreement, or adverse change in the terms and conditions of service, could have a material adverse effect on Crimson's business, results of operations, financial condition or cash flows, including Crimson's ability to make cash distributions to us that help fund distributions to our stockholders.

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Any significant decrease in production of crude oil in areas in which Crimson operates could reduce the volumes of crude oil Crimson transports and stores, which could adversely affect our revenue and available cash.


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Crimson's crude oil pipelines and terminal system depend on the continued availability of crude oil production and reserves. Low prices for crude oil could adversely affect development of additional reserves and continued production from existing reserves that are accessible by Crimson's assets.

California crude oil prices have fluctuated significantly over the past few years, often with drastic moves in relatively short periods of time. The current global, geopolitical, domestic policy and economic uncertainty may contribute to future volatility in financial and commodity markets in the near to medium term.

In general terms, the prices of crude oil and other hydrocarbon products fluctuate in response to changes in supply and demand, market uncertainty, permitting for new wells and a variety of additional factors that are beyond our control. Such factors include worldwide economic conditions ~~(such as the ongoing COVID-19 pandemic and its effects)~~; weather conditions and seasonal trends; the levels of domestic production and consumer demand; the availability of imported crude oil; the availability of transportation systems with adequate capacity; actions by ~~the~~OPEC ~~Organization of the Petroleum Exporting Countries~~ and other oil producing nations; the effect of energy conservation measures; the strength of the U.S. dollar; the nature and extent of governmental regulation and taxation; and the anticipated future prices of crude oil and other commodities.

While we saw an increase in both the demand for and price of crude oil in ~~2021~~2022 and ~~2022~~2023, continuing into ~~2023~~2024, there remains continued volatility. Such volatility has had and may continue to have a negative impact on exploration, development and production activity, particularly in the continental United States. If lower prices return and are sustained, it could lead to a material decrease in such activity. Sustained reductions in exploration or production activity in our areas of operation could lead to reduced utilization of Crimson's pipelines. Any such reduction in demand or less attractive terms could have a material adverse effect on our results of operations, financial position and ability to make or increase cash distributions to our stockholders.

In addition, production from existing areas with access to Crimson's pipeline and terminal systems will naturally decline over time. The amount of crude oil reserves underlying wells in these areas may also be less than anticipated, and the rate at which production from these reserves declines may be greater than anticipated. Accordingly, to maintain or increase the volume of crude oil transported, or throughput, on Crimson's pipelines, or stored in its terminal system, and cash flows associated with the transportation and storage of crude oil, Crimson's customers must continually obtain new supplies of crude oil.

Crimson does not own all of the land on which its assets are located, which could result in disruptions to Crimson's operations.

Crimson does not own all of the land on which its assets are located, and is, therefore, subject to the possibility of unfavorable terms and increased costs to retain necessary land use if Crimson does not have valid leases or rights-of-way, or if such leases or rights-of-way lapse or terminate. Crimson obtains the rights to construct and operate its assets on land owned by third parties, and some of these agreements may grant Crimson such rights for only a specific period of time. Crimson's loss of these or similar rights, through the inability to renew leases, right-of-way contracts or otherwise, or inability to obtain easements at reasonable costs could have a material adverse effect on Crimson's business, results of operations, financial condition and cash flows, including Crimson's ability to make cash distributions to us that help fund distributions to our stockholders.

Crimson's assets were constructed over many decades, which may cause its inspection, maintenance or repair costs to increase in the future. In addition, there could be service interruptions due to unknown events or conditions or increased downtime associated with Crimson's pipelines that could have a material adverse effect on our business and results of operations.

Crimson's pipelines and storage terminals were constructed over many decades. Pipelines and storage terminals are generally long-lived assets, and construction and coating techniques have varied over time. Depending on the era of construction, some assets will require more frequent inspections, which could result in increased maintenance or repair expenditures in the future. Any significant increase in these expenditures could adversely affect our business, results of operations, financial condition or cash flows.

Crimson’s financial results primarily depend on the outcomes of regulatory and ratemaking proceedings and Crimson may not be able to manage its operating expenses and capital expenditures so that it is able to earn its authorized rate of return in a timely manner or at all.

As a regulated entity, Crimson's tariffs are set by the CPUC on a prospective basis and are generally designed to allow Crimson to collect sufficient revenues to recover reasonable costs of providing service, including a return on its capital investments. Crimson's financial results could be materially affected if the CPUC does not authorize sufficient revenues for Crimson to safely and reliably serve its customers and earn its authorized return of equity. The outcome of Crimson's ratemaking proceedings may be affected by many factors, including the level of opposition by intervening parties; potential rate impacts; increasing levels of regulatory review; changes in the political, regulatory, or legislative environments; and the opinions of Crimson's regulators,

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be affected by many factors, including the level of opposition by intervening parties; potential rate impacts; increasing levels of regulatory review; changes in the political, regulatory, or legislative environments; and the opinions of Crimson's regulators, consumer and other stakeholder organizations, and customers, about Crimson's ability to provide safe and reliable oil transportation pipeline transportation.

In addition to the amount of authorized revenues, Crimson's financial results could be materially affected if Crimson's actual costs to safely and reliably serve its customers differ from authorized or forecast costs. Crimson may incur additional costs for many reasons including changing market circumstances, unanticipated events (such as wildfires, storms, earthquakes, accidents, or catastrophic or other events affecting Crimson's operations), or compliance with new state laws or policies. Although Crimson may be allowed to recover some or all of the additional costs, there may be a substantial delay between when Crimson incurs the costs and when Crimson is authorized to collect revenues to recover such costs. Alternatively, the CPUC may disallow costs that they determine were not reasonably or prudently incurred by Crimson.

Some of our directors and officers may have conflicts of interest with respect to certain other business interests related to the Crimson Transaction.

~~Mr.~~The Grier ~~and the Grier~~ Members hold certain limited liability company interests in Crimson, which were received in connection with the Crimson Transaction and relate to their prior equity interests in certain pre-transaction properties of Crimson. Prior to any later exchange of these limited liability company interests for common or preferred stock of the Company, the Grier Members will have tax consequences that differ from those of the Company and the Company's public stockholders upon the sale of, or certain changes to the debt encumbering, any of these properties. Accordingly, the Company, on the one hand, and the Grier Members, on the other hand, may have different objectives regarding the terms of any such future transactions related to such properties. Under the terms of Crimson's Third Amended and Restated Operating Agreement, the approval of any action, or of a failure to take any action, that could impact the Company's ability to continue to qualify as a REIT, requires the approval of a supermajority of the members of Crimson's Board of Managers (consisting of the Crimson Managers, John D. Grier and Robert L Waldron, and the ~~CORR~~CorEnergy Managers, David J. Schulte and Todd Banks).

Crimson's pipeline loss allowance exposes us to commodity risk.

Crimson's transportation agreements and tariffs for crude oil shipments include a pipeline loss allowance. Crimson collects pipeline loss allowance to reduce its exposure to differences in crude oil measurement between origin and destination meters, which can fluctuate. This arrangement exposes us to risk of financial loss in some circumstances, including when the crude oil is received from the connecting carrier using different measurement techniques, or resulting from solids and water produced from the crude oil. It is not always possible for us to completely mitigate the measurement differential. If the measurement differential exceeds the loss allowance, the pipeline must make the customer whole for the difference in measured crude oil. Additionally, Crimson takes title to any excess product that it transports when product losses are within the allowed levels, and regularly sell that product at prevailing market prices. This allowance oil revenue is subject to more volatility than transportation revenue, as it is directly dependent on Crimson's measurement capability and prevailing commodity prices.

Our forecasted assumptions may not materialize as expected on Crimson's expansion projects, acquisitions and divestitures.

We and Crimson evaluate expansion projects, acquisitions and divestitures on an ongoing basis. Planning and investment analysis is highly dependent on accurate forecasting assumptions and to the extent that these assumptions do not materialize, financial performance may be lower or more volatile than expected. Volatility and unpredictability in the economy, both locally and globally, a change in both expected volume flows and cost estimates, project scoping and risk assessment could result in a loss of our profits.

Our business requires the retention and recruitment of a skilled workforce, and difficulties recruiting and retaining our workforce could result in a failure to implement our business plans.

The operations and management of both Crimson and the Company's other assets require the retention and recruitment of a skilled workforce, including engineers, technical personnel and other professionals. We and our affiliates compete with other companies in the energy industry for this skilled workforce. If we are unable to retain current employees and/or recruit new employees of comparable knowledge and experience, our business could be negatively impacted. In addition, we could experience increased costs to retain and recruit these professionals.

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Risks Related to Our Ownership and Operation of MoGas or Other Assets

MoGas' natural gas transmission operations, and related customer revenue agreements, are subject to regulation by FERC.

MoGas' business operations are subject to regulation by FERC, including the types and terms of services MoGas may offer to its customers, construction of new facilities, expansion of current facilities, creation, modification or abandonment of services or facilities, record keeping and relationships with affiliated companies. Compliance with these requirements can be costly and burdensome and FERC action in any of these areas could adversely affect MoGas' ability to compete for business, construct new facilities, expand current facilities, offer new services, recover the full cost of operating its pipelines or earn its authorized rate of return. This regulatory oversight can result in longer lead times or additional costs to develop and complete any future project than competitors that are not subject to FERC's regulations. To the extent we, in reliance on the PLR, acquire and operate other facilities or systems, those facilities or systems may similarly be subject to FERC regulatory oversight.

In addition, the rates MoGas can charge for its natural gas transmission operations are regulated by FERC pursuant to the Natural Gas Act of 1938 ("NGA") as follows:

•MoGas may only charge rates that have been determined to be just and reasonable by FERC, subject to a prescribed maximum and minimum, and is prohibited from unduly preferring or unreasonably discriminating against any person with respect to its rates or terms and conditions of service.

•MoGas' existing rates may be challenged in a proceeding before FERC, which may reduce MoGas' rates if FERC finds the rates are not just and reasonable or are unduly preferential or unduly discriminatory. Proposed rate increases may be challenged by protest and allowed to go into effect subject to refund. Even if a rate increase is permitted by FERC to become effective, the rate increase may not be adequate.

To the extent MoGas' costs increase in an amount greater than its revenues increase, or there is a lag between MoGas' cost increases and its ability to file for and obtain rate increases, MoGas' operating results would be negatively affected.

Should FERC find that MoGas has failed to comply with any applicable FERC-administered statutes, rules, regulations, and orders, or with the terms of MoGas' tariffs on file with FERC, MoGas could be subject to substantial penalties and fines. Under the Energy Policy Act of 2005 ("EPAct 2005"), FERC has civil penalty authority under the NGA and Natural Gas Policy Act of 1978 ("NGPA") to impose penalties for violations of up to approximately $1.5 million per day for each violation, to revoke existing certificate authority and to order disgorgement of profits associated with any violation.

We cannot give any assurance regarding potential future regulations under which MoGas will operate its natural gas transmission business, or the effect that any changes in such future regulations, or in MoGas' agreements with its customers could have on MoGas' business, financial condition and results of operations.

Following expiration of the current transportation agreements with MoGas' customers, MoGas’ revenues from these customers will once again be generated under agreements that are subject to cancellation on an annual basis.

Once the term of MoGas' current firm transportation pricing arrangements with its customers, Spire and Ameren, expire, revenues for MoGas' business with such other customers will once again be generated under transportation agreements which renew automatically on a year-to-year basis, but will be subject to cancellation by the customer or MoGas with 365 days' notice. When that occurs, if MoGas is unable to succeed in replacing any agreements canceled by its customers or itself that account for a significant portion of its revenues, or in renegotiating such agreements on terms substantially as favorable as the existing agreements, MoGas could suffer a material reduction in its revenues, financial results and cash flows. The maintenance or replacement of agreements with MoGas' customers at rates sufficient to maintain current or projected revenues and cash flows ultimately depends on a number of factors beyond its control, including competition from other pipelines, the proximity of supplies to the markets, and the price of, and demand for, natural gas. In addition, changes in state regulation of local distribution companies may cause them to exercise their cancellation rights in order to turn back their capacity when the agreements expire.

MoGas competes with other pipelines.

The principal elements of competition among pipelines are availability of capacity, rates, terms of service, access to supplies, flexibility, and reliability of service. Additionally, FERC's policies promote competition in natural gas markets by increasing the number of natural gas transmission options available to MoGas' customer base. Any current or future pipeline system or other form of transmission that delivers natural gas into the areas that MoGas serves could offer transmission services that are more desirable to shippers than those MoGas provides because of price, location, facilities or other factors. Increased competition could reduce the volumes of product MoGas transports, result in a reduction in the rates MoGas is able to negotiate with its customers, or cause customers to choose to ship their product on a different competing pipeline. Any one of these consequences could have a

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material adverse impact on MoGas, or on the operations of any other pipeline owned by the Company. These competitive considerations also could intensify the negative impact of factors that adversely affect the demand for MoGas' services, such as adverse economic conditions, weather, higher fuel costs and taxes or other regulatory actions that increase the cost, or limit the use, of products MoGas transports.

Risks Related to Rising Inflation and Interest Rate Increases

We may be negatively impacted by rising inflation and interest rate increases, which will likely increase our costs for labor, material and services, and increase our interest expense on current and future indebtedness.

Inflation has risen substantially in recent years. Increases in inflation, as well as any resulting governmental policies, may have an adverse effect on us. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies. Continuing increases in inflation could impact interest rates and the commodity markets generally, the overall demand for the use of our energy infrastructure assets, and our costs for labor, material and services, all of which could have an adverse impact on our business, financial position, results of operations and cash flows.

Interest rates have also increased significantly in recent years. The U.S. Federal Reserve raised the benchmark interest rate multiple times during 2022, and there can be no assurances that the rate will not further increase in the future. Rising interest rates will cause us to pay higher interest rates upon financing or refinancing, resulting in higher interest expense related to our existing variable rate indebtedness, and new borrowings we undertake to finance investments and acquisitions. Such cost increases could limit our investment and acquisition activities, and would have an adverse impact on our financial performance and ability to service debt and make distributions.27


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governmental stimulus or fiscal policies. Continuing increases in inflation could impact interest rates and the commodity markets generally, the overall demand for the use of our energy infrastructure assets, and our costs for labor, material and services, all of which could have an adverse impact on our business, financial position, results of operations and cash flows.

Interest rates have also increased significantly in recent years. The U.S. Federal Reserve raised the benchmark interest rate multiple times during 2022 and 2023, and there can be no assurances that the rate will not further increase in the future. Rising interest rates will cause us to pay higher interest rates upon financing or refinancing, resulting in higher interest expense related to our existing variable rate indebtedness, and new borrowings we undertake to finance investments and acquisitions. Such cost increases could limit our investment and acquisition activities, and would have an adverse impact on our financial performance and ability to service debt and make distributions.

Risks Related to Our Indebtedness and Financing Our Business

~~Our~~The ~~indebtedness~~terms ~~could~~of ~~have~~the ~~important~~agreements ~~consequences,~~that ~~including~~govern ~~impairing~~ our ~~ability~~indebtedness torestrict ~~obtain~~our ~~additional~~current ~~financing~~and ~~or pay~~ future ~~distributions~~operations, asparticularly ~~well~~our asability ~~subjecting~~to usrespond to ~~the~~changes ~~risk~~or ofto ~~foreclosure~~pursue onour ~~any~~business ~~mortgaged properties in the event of non-payment of the related debt~~strategies.

AsFollowing the sale of ~~December 31,~~the ~~2022~~MoGas and Omega assets in which we used the proceeds to repay and cancel the Crimson Credit Facility, we had outstanding consolidated indebtedness of approximately $~~219~~118.1 million. Our leverage could have important consequences. For example, it could:

•result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

•materially impair our ability to borrow undrawn amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;

•limit our ability to pay distributions by restricting cash flow from some of our subsidiaries unless certain conditions are satisfied, including without limitation, no default or event of default, compliance with financial covenants, minimum undrawn availability under certain revolving credit facilities, and available free cash flow;

•require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, thereby reducing the cash flow available to fund our business, to pay distributions, including those necessary to maintain REIT qualification, or to use for other purposes;

•increase our vulnerability to economic downturns;

•limit our ability to withstand competitive pressures; or

•reduce our flexibility to respond to changing business and economic conditions.

IfA webreach ~~were~~of tothe ~~violate~~covenants ~~one~~under orthe ~~more~~agreements ~~financial~~that ~~covenants~~govern ~~under~~the ~~our~~terms ~~debt~~of ~~agreements,~~any ~~the~~of ~~lenders~~our indebtedness could ~~declare~~result us in ~~default~~an ~~and~~event ~~could~~of ~~accelerate~~default under the ~~amounts~~applicable ~~due~~indebtedness, ~~under~~permitting aour ~~portion~~creditors orto ~~all~~exercise ofvarious ~~our~~remedies. ~~outstanding~~Although ~~debt.~~the ~~Further,~~commencement aof ~~default~~the ~~under~~Chapter ~~one~~11 ~~debt~~Case ~~agreement~~itself ~~could~~constituted ~~trigger~~an ~~cross-~~event of default ~~provisions~~under ~~within~~substantially ~~certain~~all of our ~~other~~existing ~~debt~~indebtedness ~~agreements.~~and ~~For~~any ~~instance,~~efforts ~~the~~to ~~Indenture~~exercise ~~for~~remedies ~~the~~in ~~5.875%~~respect ~~Convertible~~of ~~Notes~~our ~~provides~~indebtedness ~~that~~are ~~such~~automatically ~~indebtedness~~stayed ~~will~~as ~~become~~a ~~due~~result ~~and~~of ~~payable~~the ifChapter we11 ~~default~~Case, ~~under~~the ~~other~~RSA ~~indebtedness~~contemplates inthe ~~excess~~reinstatement of ~~$25.0~~certain ~~million~~of our existing indebtedness through the Proposed Plan.

The 5.875% Convertible Notes are scheduled to mature in August 2025 and the Crimson Credit Facility is scheduled to mature in May 2024. We presently do not have the funds available to repay these obligations. Our ability to make scheduled payments of the principal ofMoreover, towe ~~pay~~expect ~~interest~~that ~~on,~~any ornew ~~to refinance our~~ indebtedness, ~~including~~following ~~the 5.875% Convertible Notes, depends on~~ our ~~future~~emergence ~~performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow~~ from ~~operations~~bankruptcy inwill ~~the~~be ~~future~~subject ~~sufficient~~ to ~~service our debt and make necessary capital~~ covenants.

24As a result of these restrictions, we may be:

•limited in how we conduct our business;

•unable to raise additional debt or equity financing to operate during general economic or business downturns; or

•unable to compete effectively, execute our growth strategy or take advantage of new business opportunities.

These restrictions may affect our ability to grow in accordance with our plans.

Even if our existing indebtedness is restructured, we may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.


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~~expenditures.~~Even Ifif weour ~~are~~existing ~~unable~~indebtedness tois ~~generate~~reduced ~~such~~or ~~cash~~discharged ~~flow,~~in wepart ~~may~~through bethe ~~required~~Proposed toPlan, ~~adopt~~our ~~one~~ability orto ~~more~~make ~~alternatives,~~scheduled ~~such~~payments ason ~~selling~~or ~~assets,~~to ~~restructuring~~refinance our debt orobligations ~~obtaining~~depends ~~additional~~on ~~equity~~our ~~capital~~financial oncondition ~~terms~~and ~~that~~operating ~~may~~performance, bewhich ~~onerous~~are orsubject ~~highly~~to ~~dilutive.~~prevailing ~~Our~~economic ~~ability~~and tocompetitive ~~refinance~~conditions ~~our~~and ~~indebtedness~~to ~~will~~certain ~~depend~~financial, onbusiness, ~~the~~legislative, ~~capital~~regulatory ~~markets~~ and ~~our~~other ~~financial~~factors ~~condition~~beyond atour ~~such time~~control. We may ~~not~~ be ~~able~~unable to ~~engage~~maintain ina ~~any~~level of ~~these~~cash flows from operating activities orsufficient ~~engage~~to inpermit ~~these~~us ~~activities~~to onfund ~~desirable~~our ~~terms,~~day-to-day ~~which~~operations ~~could~~or ~~result~~to inpay athe ~~default~~principal, premium, if any, and interest on our ~~debt obligations~~indebtedness.

~~Further~~If our cash flows and capital resources following emergence from bankruptcy are insufficient to fund our debt service obligations and other cash requirements, we ~~expect~~could toface ~~mortgage~~substantial ~~many~~liquidity ofproblems ~~our~~and ~~properties~~could be forced to ~~secure~~reduce ~~payment~~or ofdelay ~~indebtedness.~~investments Ifand wecapital ~~are~~expenditures ~~unable~~or to ~~meet~~sell ~~mortgage~~assets ~~payments~~or operations, ~~such~~seek ~~failure~~additional ~~could~~capital ~~result~~or inrestructure ~~the~~or ~~loss~~refinance ofour ~~assets~~indebtedness. ~~due~~We tomay ~~foreclosure~~not ~~and~~be ~~transfer~~able to ~~the~~effect ~~mortgagee~~any orsuch ~~sale~~alternative measures, if necessary, on ~~unfavorable~~commercially reasonable terms ~~with~~or aat ~~consequent~~all ~~loss~~and, ofeven ~~income~~if ~~and~~successful, ~~asset~~such ~~value.~~alternative Aactions ~~foreclosure~~may ofnot ~~one~~allow orus ~~more~~to ofmeet our ~~properties~~scheduled ~~could~~debt ~~create~~service ~~taxable~~obligations. ~~income~~The ~~without~~agreements ~~accompanying~~governing ~~cash~~our ~~proceeds,~~existing indebtedness restrict (and ~~could~~we ~~adversely~~expect ~~affect~~that any agreement governing our ~~financial~~remaining ~~condition,~~indebtedness ~~results~~upon ofemergence ~~operations,~~from ~~cash~~bankruptcy ~~flow,~~will ~~and~~restrict) (a) our ability to ~~service~~dispose ~~debt~~of assets and ~~make~~use ~~distributions~~the proceeds from any such dispositions and ~~the~~(b) ~~market~~our ~~price~~ability ofto raise debt capital to be used to repay our ~~stock~~indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

WeOur ~~may~~inability ~~still~~to ~~incur~~generate ~~substantially~~sufficient ~~more~~cash flows following emergence from bankruptcy to satisfy our debt obligations, or ~~take~~to ~~other~~refinance ~~actions~~our ~~which~~indebtedness on commercially reasonable terms or at all, would ~~intensify~~materially ~~the~~and ~~risks~~adversely ~~discussed~~affect ~~above~~our financial position and results of operations.

WeIf ~~and~~we ~~our~~cannot ~~subsidiaries~~make ~~may~~scheduled ~~incur~~payments ~~substantial~~on ~~additional~~our debt infollowing ~~the~~emergence ~~future~~from bankruptcy, ~~subject~~we towill ~~the~~be ~~restrictions contained~~ in ~~our~~default ~~debt instruments~~and, ~~some~~as ofa ~~which~~result, ~~may~~lenders ~~be secured debt. We are not restricted~~ under ~~the~~any ~~terms~~ of ~~the Indentures governing the 5.875% Convertible Notes from incurring additional debt, securing existing or future debt, recapitalizing~~ our ~~debt~~then-outstanding orindebtedness ~~taking a number of other actions that~~ could ~~have~~declare ~~the~~essentially ~~effect~~all ofoutstanding ~~diminishing~~principal ~~our~~and ~~ability~~interest to ~~make~~be ~~payments~~due onand ~~the~~payable, ~~5.875% Convertible Notes or on~~ our ~~bank debt upon maturity. Our existing credit facilities restrict our ability to incur additional indebtedness, including~~ secured ~~indebtedness,~~lenders ~~but~~could weforeclose ~~may~~against bethe ~~able~~assets tosecuring ~~obtain waivers of~~ such ~~restrictions~~borrowings orand ~~may~~we ~~not~~could be ~~subject~~forced to ~~such~~return ~~restrictions under the terms of any subsequent indebtedness.~~to

bankruptcy or into liquidation.

We may still incur substantially more debt or take other actions, which would intensify the risks discussed above.

We may be able to incur substantial additional indebtedness in the future. Although agreements governing our post-emergence indebtedness are expected to restrict the incurrence of additional indebtedness, these restrictions are and will be subject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with these restrictions could be substantial. Applicable Bankruptcy Court orders in the Chapter 11 Case may also permit the incurrence of additional indebtedness. If new debt is added to our current debt levels, the related risks that we now face could intensify.

We face risks associated with our dependence on external sources of capital.

In order to qualify as a REIT, we are required to distribute to our stockholders at least 90% of our REIT taxable income each year, and we will be subject to tax on our income to the extent it is not distributed. Because of this distribution requirement, we may not be able to fund all future capital needs from cash retained from operations. As a result, to fund capital needs, we must rely on third-party sources of capital, which we may not be able to obtain on favorable terms, if at all. Our access to third-party sources of capital depends upon a number of factors, including (i) general market conditions; (ii) the market's perception of our growth potential; (iii) our current and potential future earnings and cash distributions; and (iv) the market price of our Common Stock or value of our other capital stock. As noted above, the current recessionary economic environment, increased inflation and rising interest rates may increase the costs of, and limit our ability to obtain, capital. Additional debt financing may substantially increase our debt-to-total capitalization ratio. Additional equity issuances may dilute the holdings of our current stockholders.

~~Covenants~~Risks inRelated ~~our~~to ~~loan~~Our ~~documents~~Convertible ~~could~~Notes ~~limit our flexibility and adversely affect our financial condition.~~

The ~~terms~~NYSE ofdelisting ~~our various credit agreements~~ and ~~other~~the ~~indebtedness~~filing ~~require us to comply with a number~~ of ~~customary~~the ~~financial~~Chapter ~~and~~11 ~~other~~Case ~~covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. In addition, our ability to receive cash flow from some of our subsidiaries~~ is ~~subject~~a to“fundamental ~~the~~change” ~~satisfaction~~constituting ofan ~~certain conditions, including without limitation, no default or~~ event of default, ~~compliance with financial covenants, minimum undrawn availability~~ under ~~certain~~the ~~revolving~~Indenture ~~credit~~that ~~facilities,~~requires ~~and~~us ~~available~~to ~~free~~repurchase ~~cash~~the ~~flow.~~Convertible ~~These covenants may limit our flexibility in our operations~~Notes, ~~and~~which ~~breaches~~we ofdo ~~these~~not ~~covenants~~have ~~could result in defaults under~~ the ~~instruments~~cash ~~governing~~on ~~the~~hand ~~applicable~~necessary ~~indebtedness even if we had satisfied our payment obligations. If we were~~ to ~~default under credit agreements or other debt instruments, our financial condition would be adversely affected~~do.

WeBoth ~~face~~the ~~risks~~NYSE ~~related~~delisting our Common Stock and Series A Preferred Stock and the filing of the Chapter 11 Case constitute an event of default that accelerated obligations under the indenture for the Convertible Notes. As set forth in the Indentures, upon the occurrence of a fundamental change, holders of the Convertible Notes have the right, at their option, to ~~"balloon~~require ~~payments"~~us to repurchase for cash all of their Convertible Notes, or any portion of the principal thereof that is equal to $1,000, or a multiple of $1,000, at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and ~~refinancings~~unpaid interest, thereon to (but excluding) the fundamental change repurchase date. As a result of the Chapter 11 Case, the principal amount together with accrued and unpaid interest thereon shall be immediately due and payable.

~~Our debt may have significant outstanding principal balances on their maturity dates~~However, ~~commonly~~any ~~known~~efforts asto ~~"balloon~~enforce ~~payments."~~such ~~There~~payment ~~can~~obligations beunder nothe ~~assurance~~indenture ~~that~~against ~~we will be able to refinance~~ the ~~debt~~Company onare ~~favorable~~automatically ~~terms~~stayed oras ata ~~all.~~result Toof the ~~extent~~filing weof ~~cannot~~the ~~refinance~~Chapter ~~this~~11 ~~debt on favorable terms or at all~~Case, weand ~~may~~the becreditors’ ~~forced~~rights ~~to dispose~~ of ~~properties~~enforcement onin ~~disadvantageous~~respect ~~terms or pay higher interest rates, either~~ of ~~which~~such ~~would~~obligations ~~have~~are ansubject ~~adverse impact on our financial performance and ability~~ to ~~service~~the ~~debt and make distributions.~~

2529


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~~Risks~~applicable ~~Related~~provisions of the Bankruptcy Code. Additionally, in connection with the Chapter 11 Case, the Company has incurred, and expects to ~~Our~~continue 5to incur, significant professional fees and other costs.~~875%~~ ~~Convertible~~There ~~Notes~~can be no assurance that the Company’s current liquidity is sufficient to allow it to satisfy its obligations related to the Chapter 11 Case or to pursue confirmation of the Proposed Plan.

~~The~~Our ~~5.875%~~indebtedness ~~Convertible~~and ~~Notes~~provisions ~~are solely the obligations~~ of the ~~Company~~RSA ~~and~~restructuring ~~are not guaranteed by any of our subsidiaries, and~~ the ~~5.875%~~ Convertible Notes ~~are~~could ~~structurally~~discourage ~~subordinated~~an toacquisition ~~all liabilities~~ of ~~our~~us ~~existing~~by ora ~~future~~third ~~subsidiaries~~party.

~~The~~Our ~~5.875%~~indebtedness ~~Convertible Notes are exclusively our obligations~~ and ~~are~~certain ~~not~~provisions ~~guaranteed by any~~ of ~~our~~the ~~operating~~RSA ~~subsidiaries.~~restructuring ~~Substantially all of our consolidated assets are held by our subsidiaries. Accordingly, our ability to service our debt, including~~ the ~~5.875%~~ Convertible Notes, ~~depends~~could onmake ~~the~~it ~~results~~more ofdifficult ~~operations~~or ofmore ~~our~~expensive ~~subsidiaries~~for ~~and~~a ~~upon~~third ~~the~~party ~~ability of such subsidiaries~~ to ~~provide~~acquire us. ~~with~~Under ~~cash, whether in~~ the ~~form of dividends~~RSA, ~~loans~~in orexchange ~~otherwise,~~for ~~to pay amounts due on our obligations, including~~ the ~~5.875%~~ Convertible Notes., ~~Our~~each ~~subsidiaries~~holder ~~are~~thereof ~~separate~~will ~~and distinct legal entities and have no obligation~~receive, ~~contingent~~among orother ~~otherwise~~things, toits ~~make~~pro ~~payments~~rata onshare of the ~~5.875%~~principal ~~Convertible~~amount ~~Notes~~of orTakeback toDebt ~~make~~(as ~~any~~defined ~~funds~~below) ~~available~~and ~~for that purpose~~88.96% Inof ~~addition,~~the ~~holders~~shares of the ~~5.875%~~New ~~Convertible~~Common ~~Notes~~Stock do(subject ~~not~~to ~~and will not have any claim as a creditor against any of our present or future subsidiaries~~dilution). ~~Indebtedness~~In ~~and other liabilities~~addition, ~~including~~the ~~trade~~Proposed ~~payables,~~Plan ~~whether~~includes ~~secured~~a orterm ~~unsecured,~~sheet ofpursuant ~~our subsidiaries are structurally senior~~ to ~~our~~which ~~obligations~~the to holders of the ~~5.875%~~ Convertible Notes. Inwill provide the ~~event~~reorganized ofCompany with a ~~bankruptcy,~~five-year ~~liquidation,~~secured ~~reorganization~~term orloan ~~other~~in ~~winding up of any of our subsidiaries, such subsidiary will pay~~ the ~~holders~~principal ofamount ~~its debts, holders~~ of ~~any~~$45.0 ~~equity~~million ~~interests,~~ (~~including fund investors), and its trade creditors before it will be able to distribute any assets to us (except to~~ the ~~extent~~"Takeback ~~we have a claim as a creditor of such subsidiary~~Debt"). ~~Any~~The ~~right~~term ~~that~~sheet wealso ~~have~~provides tothat ~~receive~~certain ~~any~~holders ~~assets~~ of ~~a subsidiary upon its bankruptcy, liquidation, reorganization or other winding up, and~~ the ~~consequent rights of holders of 5.875%~~ Convertible Notes toand ~~realize~~other ~~proceeds~~lenders ~~from the sale of such subsidiary's assets,~~ will beprovide ~~effectively structurally subordinated to~~ the ~~claims~~reorganized ofCompany ~~the~~with ~~subsidiary's~~a ~~creditors,~~one-year ~~including~~$10.0 ~~trade~~million ~~creditors~~revolving ~~and~~credit ~~holders of any preferred equity interests of such subsidiary~~facility.

WeIn ~~may~~addition, ~~not~~the ~~have~~Proposed Plan also provides that the ~~ability~~reorganized toCompany ~~raise~~will adopt new governance documents and securityholder agreements with the ~~funds~~Consenting ~~necessary~~Noteholders governing, among other things, stockholder approval rights with respect to ~~repurchase~~certain ~~the~~corporate 5actions, information rights, stock transfer restrictions, tag-along and drag-along rights, preemptive rights and registration rights.~~875%~~ The large percentage of New Common Stock issued to the holders of the Convertible Notes ~~upon~~together with the new governance documents and indebtedness owed by the Company to such holders will provide such holders with a ~~fundamental~~significant ~~change.~~degree of control of the Company post-emergence, which may make a potential acquisition of us less attractive to a third party.

As set forth in the Indentures, upon the occurrence of a fundamental change, holders of the 5.875% Convertible Notes have the right, at their option, to require us to repurchase for cash all of their 5.875% Convertible Notes, or any portion of the principal thereof that is equal to $1,000, or a multiple of $1,000, at a fundamental change repurchase price equal to 100% of the principal amount of the 5.875% Convertible Notes to be repurchased, plus any accrued and unpaid interest, thereon to (but excluding) the fundamental change repurchase date. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 5.875% Convertible Notes surrendered therefor. Our failure to repurchase the 5.875% Convertible Notes at a time when the repurchase is required by the Indentures would constitute a default under the Indentures. A default under the Indentures or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 5.875% Convertible Notes or make cash payments upon conversions thereof. Our ability to repurchase the 5.875% Convertible Notes may also be limited by law or by regulatory authority. In addition, the fundamental change provisions of the Indenture do not afford protection to holders of 5.875% Convertible Notes in the event of other transactions that could adversely affect the 5.875% Convertible Notes, such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us, which transaction may not constitute a fundamental change requiring us to repurchase the 5.875% Convertible Notes.

The 5.875% Convertible Notes are not protected by restrictive covenants, and holders of the 5.875% Convertible Notes are not entitled to any rights with respect to our Common Stock.

The Indentures governing the 5.875% Convertible Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The Indentures contain no covenants or other provisions to afford protection to holders of the 5.875% Convertible Notes in the event of a fundamental change or other corporate transaction involving us except in limited circumstances as set forth in the Indentures. In addition, holders of the 5.875% Convertible Notes are not entitled to any rights with respect to our Common Stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our Common Stock) prior to the conversion date with respect to any 5.875% Convertible Notes surrendered for conversion, but such holders are subject to all changes affecting our Common Stock.

Our indebtedness and provisions of the 5.875% Convertible Notes could discourage an acquisition of us by a third party.

Our indebtedness and certain provisions of the Indentures and the 5.875% Convertible Notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change under the Indentures, holders of the 5.875% Convertible Notes will have the right, at their option, to require us to repurchase all or a portion of their 5.875% Convertible Notes. We may also be required to increase the conversion rate upon conversion or provide for conversion into the acquirer's common stock in the event of certain fundamental changes. In addition, the Indentures and the

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5.875% Convertible Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the 5.875% Convertible Notes and the Indentures.

Risks Related to Our Capital Stock

Our Common Stock ~~currently~~and ~~trades~~Series onA ~~the~~Preferred ~~NYSE.~~Stock Inhave ~~order~~been todelisted ~~maintain~~from ~~our~~the ~~NYSE~~New ~~listing~~York ~~(i) our Common~~ Stock ~~price~~Exchange ~~per share cannot average less than $1 over 30 consecutive trading days~~ and ~~(ii)~~are ~~the~~subject ~~NYSE~~to ~~quoted combined market value of all of our outstanding Common Stock, assuming~~ the ~~conversion~~risks of ~~Class B Common Stock into Common Stock, cannot average less than $15M over 30 consecutive~~ trading ~~days.~~in ~~Accordingly,~~an ~~there can be no assurance that we will continue to meet~~ over-the-counter ~~NYSE listing standards~~market. ~~If we do not meet the NYSE listing standards, the NYSE may delist our Common Stock from trading on the NYSE.~~

~~The~~As ~~Indenture~~previously ~~provides~~disclosed, ~~that if our Common Stock is not listed for trading~~ on ~~the~~December ~~NYSE~~1, ~~The~~2023, ~~Nasdaq~~the ~~Global~~Company ~~Select~~received ~~Market or The Nasdaq Global Market,~~ a ~~“fundamental~~written ~~change”~~notice ~~has~~from ~~occurred. Upon~~ the ~~occurrence~~staff of aNYSE ~~fundamental~~Regulation ~~change,~~notifying weus ~~will~~that beNYSE ~~required~~Regulation ~~within~~reached 20its ~~days~~decision to ~~make~~suspend anour ~~offer~~Common toStock ~~repurchase~~and ~~the~~Series ~~Convertible~~A ~~Notes~~Preferred atStock ~~par~~pursuant ~~value~~to ~~and~~Section we802.01B ~~must~~of ~~complete~~ the ~~purchase~~NYSE’s ofListed ~~any~~Company ~~Convertible~~Manual ~~Notes~~because ~~tendered~~we ~~within~~had 45fallen ~~days~~below ~~of making~~ the ~~offer.~~NYSE’s ~~Failure~~continued tolisting ~~make~~standard orrequiring ~~complete~~listed ~~the~~companies ~~Convertible~~to ~~Note~~maintain ~~repurchase~~an ~~offer~~average iscommon astock ~~default~~global ~~under~~market ~~the~~capitalization ~~Indenture.~~over Aa ~~default~~consecutive ~~under~~30 trading ~~the~~day ~~Indenture~~period ~~also~~of ~~constitutes~~at aleast ~~default under the Crimson Credit Facility~~$15.0 million. ~~Upon~~We asubsequently ~~default~~appealed ~~under~~ the ~~Indenture~~decision. ~~and~~However, ~~the~~on ~~Crimson~~February 26, ~~Credit Facility~~2024, ~~the~~we ~~lenders~~notified ~~may~~the ~~immediately~~NYSE ~~declare~~that ~~all~~we ~~amounts~~withdrew ~~due~~our appeal. WeThe ~~would~~NYSE ~~not~~formally ~~have~~delisted ~~the~~our ~~ability~~Common toStock ~~repay the lenders~~ and ~~they~~Series ~~would~~A bePreferred ~~entitled~~Stock toon ~~exercise~~March ~~their~~11, ~~creditor remedies~~2024.

WeOn ~~have~~December ~~suspended~~4, ~~paying~~2023, ~~dividends~~our Common Stock and Series A Preferred Stock commenced trading on the OTC Markets Group Inc.'s Pink Open Market marketplace for trading of over-the-counter stocks. We are under no obligation to develop or maintain a market in the common stock or preferred stock. We cannot provide assurance that our Common Stock and Series A Preferred Stock will continue to trade on the Pink Open Market, that brokers will continue to provide public quotes of our Common Stock or Series A Preferred Stock, ~~and~~that ~~Class~~a Bmarket for our Common Stock, and weSeries ~~cannot~~A ~~assure~~Preferred ~~you~~Stock will develop or be maintained, or that the trading volume of our ~~ability~~Common Stock and Series A Preferred Stock will be sufficient enough to ~~pay~~generate ~~dividends~~an inefficient ~~the~~trading ~~future~~market. Holders of our Common Stock and Series A Preferred Stock may not be able to sell or ~~the~~otherwise ~~amount~~transfer ofsuch ~~any~~common ~~dividends.~~stock and preferred stock.

~~Our~~In ~~Board~~addition, ~~of Directors has determined to suspend paying a dividend~~ on ~~our~~February 27, ~~Series~~2024 Aand ~~Preferred Stock~~March 11, ~~Common Stock~~2024, ~~and~~we ~~Class~~filed Bpost-effective ~~Common~~amendments ~~Stock~~to invarious ~~February~~outstanding ~~2023~~registration ~~because~~statements ofon aForm ~~combination~~S-3, ~~of declining volumes~~ and ~~increased costs in our California systems and near~~post-~~term~~effective ~~debt~~amendments ~~maturities.~~to ~~Our~~various ~~Board~~outstanding ofregistration ~~Directors~~statements ~~currently~~on ~~expects~~Form toS-8, ~~continue~~each to ~~review~~remove and ~~evaluate~~withdraw ~~future~~from ~~dividend~~registration ~~payments~~the onsecurities athat ~~quarterly~~were ~~basis,~~registered but weremained ~~cannot~~unsold ~~provide~~thereunder. ~~you~~We ~~with~~can ~~any~~provide ~~assurances~~no assurance that ~~we will resume paying dividends on~~ our ~~Series A Preferred Stock,~~ Common Stock, and ~~Class~~Series BA ~~Common~~Preferred Stock. ~~Our~~will ~~Board~~continue ofto ~~Directors~~trade ~~determines~~on the ~~amount~~OTC ~~and~~market, ~~timing~~whether ofbroker-dealers ~~any~~will ~~distributions.~~continue Into ~~making~~provide ~~this~~public ~~determination,~~quotes ~~our Board~~ of ~~Directors~~Common ~~considers~~Stock aand ~~variety~~Series ofA ~~relevant~~Preferred ~~factors,~~Stock ~~including,~~on ~~without~~this ~~limitation~~market, ~~REIT~~whether ~~minimum distribution requirements,~~ the ~~amount~~trading volume of ~~Cash~~our ~~Available~~Common ~~for~~Stock ~~Distribution, restrictions under Maryland law, capital expenditures~~ and ~~reserve~~Series ~~requirements~~A ~~and~~Preferred ~~general~~Stock ~~operational requirements. We cannot assure you that we~~ will be ~~able~~sufficient to ~~make~~provide ~~distributions~~for inan ~~the~~efficient ~~future.~~trading ~~Any~~market ofor ~~the~~whether ~~foregoing~~quotes ~~could~~for ~~adversely affect the market price of~~ our ~~publicly~~Common ~~traded~~Stock ~~securities.~~and ~~The~~ Series A Preferred Stock will ~~accrue~~continue ~~dividends~~on ~~during~~this ~~any~~market ~~period~~ in the future, which ~~dividends~~could ~~are~~result ~~not~~in ~~paid,~~significantly ~~and~~lower ~~any~~trading ~~such~~volumes ~~accrued~~and ~~dividends~~reduced ~~must~~liquidity befor ~~paid~~investors ~~prior~~seeking to ~~the~~buy ~~Company~~or ~~resuming~~sell ~~dividend~~our ~~payments on its~~ Common Stock orand ~~Class~~Series BA ~~Common~~Preferred Stock. ~~In addition~~Furthermore, ifbecause ~~dividends~~of on the ~~Series~~limited Amarket ~~Preferred~~and ~~Stock~~generally ~~are~~low involume ~~arrears~~of ~~for~~trading ~~six~~in orour ~~more~~Common ~~quarterly~~Stock ~~periods,~~and ~~holders of~~ Series A Preferred Stock, ~~voting~~the asprice aof ~~single~~our ~~class,~~Common ~~would~~Stock beand ~~entitled~~Series toA ~~elect~~Preferred aStock ~~total~~could ofbe ~~two~~more ~~additional~~likely ~~directors~~ to ~~our~~be ~~Board~~affected ofby ~~Directors,~~broad ~~which~~market ~~could~~fluctuations, ~~have~~general anmarket ~~adverse~~conditions, ~~impact on our governance~~ and onchanges ~~the~~in ~~interests of our stakeholders other than~~ the ~~holders~~markets’ ofperception ~~Series A Preferred Stock if these additional directors focus primarily on pursuing strategies to benefit holders~~ of ~~the~~our ~~Series~~capital ~~A Preferred Stock~~stock.

The market price of our Common Stock and the Series A Preferred Stock and the value of our Class B Common Stock has been, and is likely to remain, volatile, subject to low trading volume and may decline in value.30

The market price of our Common Stock and the Series A Preferred Stock has been and may continue to be volatile. The stock market has recently experienced extreme price fluctuations that have affected the market price of stock of many companies, including companies in industries similar to or related to ours. These broad market fluctuations could reduce the market price of our Common Stock and the Series A Preferred Stock. Furthermore, the market price of our Common Stock and the Series A Preferred Stock may be negatively affected by our future operating results, prospects, business developments and announcements, such as our recent announcement that we are suspending dividends on our Common Stock and the Series A Preferred Stock. Our Common Stock and the Series A Preferred Stock have, and may continue to be, subject to low trading volumes, which could negatively affect the market price of these securities. In addition, our depositary shares, each of which represents 1/100th of a share of our Series A Preferred Stock, are listed on the NYSE; however, we can provide no assurance that an active trading market on the NYSE for the depositary shares may be maintained. As a result, the ability to transfer or sell the depositary shares and any trading price of the depositary shares could be adversely affected.

The market price of our Common Stock and the depositary shares representing interests in our Series A Preferred Stock may be adversely affected by the future incurrence of debt or issuance of preferred stock by the Company.

In the future, we may increase our capital resources by making offerings of debt securities and preferred stock of the Company and other borrowings by the Company. These offerings could be dilutive to the interests of holders of our Common Stock, Class B Common Stock or depositary shares representing interests in our Series A Preferred Stock. The debt securities, preferred stock (if senior to our Series A Preferred Stock) and borrowings of the Company are senior in right of payment to our Common Stock, Class B Common Stock and the Series A Preferred Stock, and all payments (including dividends, principal and interest) and


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~~liquidating~~Our ~~distributions~~post-bankruptcy oncapital ~~such~~structure ~~securities~~is ~~and~~yet ~~borrowings could limit our ability~~ to ~~pay~~be ~~dividends~~determined, orand ~~make~~any ~~other~~changes ~~distributions~~ to ~~the holders of~~ our ~~Common~~capital ~~Stock,~~structure ~~Class~~may Bhave ~~Common~~a ~~Stock~~material oradverse ~~depositary~~effect ~~shares~~on ~~representing~~existing ~~interests~~debt inand ~~our~~security ~~Series A Preferred Stock. The conversion of the 5.875% Convertible Notes would also dilute the interests of~~ holders ~~of our Common Stock, Class B Common Stock or depositary shares representing interests in our Series A Preferred Stock~~.

~~Because~~Our ~~our~~post-bankruptcy ~~decision~~capital structure has yet to ~~issue~~be determined and will likely be set pursuant to a Chapter 11 plan that requires Bankruptcy Court approval. The reorganization of our capital structure may include exchanges of new debt or equity securities for our existing debt, equity securities, and ~~make~~claims ~~borrowings~~against us. Such new debt may be issued at interest rates, payment schedules and maturities different than our existing debt securities. Existing equity securities are subject to a high risk of being cancelled or replaced with new equity securities representing a significantly reduced equity interest in our Company following completion of the ~~future~~reorganization. The success of a reorganization through any such exchanges or modifications will depend on ~~market~~approval ~~conditions~~by the Bankruptcy Court and ~~other~~the ~~factors~~willingness of sufficient numbers of existing debt and security holders holding sufficient amounts of debt to agree to the exchange or modification, ~~some~~subject to the provisions of ~~which~~the ~~may~~Bankruptcy Code, and there can be ~~beyond~~no guarantee of success. If such exchanges or modifications are successful, holders of our ~~control~~debt or of other claims against us may find their holdings no longer have any value or are materially reduced in value, weor ~~cannot~~they ~~predict~~may be converted to equity and be diluted or ~~estimate~~may be modified or replaced by debt with a principal amount that is less than the outstanding principal amount, ~~timing~~longer ormaturities ~~nature~~and reduced interest rates. Holders of our ~~future~~Common ~~offerings~~Stock and Series A Preferred Stock may also find that their holdings no longer have any value and face highly uncertain or ~~borrowings~~no recoveries under a plan. ~~Thus,~~There ~~holders~~can be no assurance that any new debt or equity securities will maintain their value at the time of issuance. If existing debt or equity holders are adversely affected by a reorganization, it may adversely affect our ~~Common~~ability ~~Stock~~to ~~and~~issue ~~depositary~~new ~~shares~~debt ~~representing~~or equity in the future. Although we cannot predict how the claims and interests of stakeholders in the Chapter 11 Case, including holders of Common Stock and Series A Preferred Stock, ~~bear~~will ultimately be resolved, we expect that Common Stock holders will not receive a recovery through any Chapter 11 plan unless the holders of more senior claims and interests, such as our unsecured indebtedness (which indebtedness is currently trading at a significant discount), are paid in full. Consequently, there is a significant risk that the holders of our ~~future~~Common ~~offerings~~Stock orwould ~~borrowings~~receive ~~reducing~~no recovery in the ~~market~~Chapter ~~price~~11 ofCase and that our Common Stock orwill ~~depositary~~be ~~shares~~worthless. ~~representing~~In ~~interests~~addition, inif holders of our Series A Preferred Stock vote to accept the Proposed Plan, as a class, each holder will receive its pro rata share of 8.25% of the new common stock (subject to dilution). If, however, holders of our Series A Preferred Stock vote to reject the Proposed Plan, as a class, we expect that each holder will receive nothing on account of its preferred stock interest.

AWe ~~holder~~have ofsuspended ~~depositary~~paying ~~shares~~dividends ~~representing~~on ~~interests~~our ~~in the~~ Series A Preferred Stock, ~~has~~Common ~~extremely~~Stock, ~~limited~~and ~~voting~~Class ~~rights~~B Common Stock, and we cannot assure you of our ability to pay dividends in the future or the amount of any dividends.

~~The~~Prior ~~voting~~to ~~rights~~the commencement of the Chapter 11 Case, our Board determined to suspend paying a ~~holder~~dividend ofon ~~depositary~~our ~~shares~~Series ~~are~~A ~~limited.~~Preferred ~~Our~~Stock, Common Stock, and Class B Common Stock ~~are~~in ~~the~~February ~~only~~2023 ~~classes~~because of ~~our~~a ~~securities~~combination ~~that~~of ~~carry~~declining ~~full~~volumes ~~voting~~and ~~rights.~~increased ~~Voting~~costs ~~rights~~in ~~for~~our ~~holders~~California ofsystems ~~depositary~~and ~~shares~~near-term ~~exist~~debt ~~primarily~~maturities. ~~with~~In ~~respect~~making tothis ~~(i)~~determination, ~~the~~our ~~ability~~Board toconsidered ~~elect~~a ~~(together~~variety ~~with~~of ~~the~~relevant ~~holders~~factors, ofincluding, ~~other~~without ~~series~~limitation, ofREIT ~~preferred~~minimum ~~stock~~distribution onrequirements, ~~parity~~the ~~with~~amount ~~the~~of ~~Series~~Cash AAvailable ~~Preferred~~for ~~Stock~~Distribution, ifrestrictions ~~any)~~under ~~two~~Maryland ~~additional~~law, ~~directors~~capital toexpenditures ~~our~~and ~~Board~~reserve ofrequirements ~~Directors~~and ingeneral ~~the~~operational ~~event~~requirements. ~~that~~We ~~six~~cannot ~~quarterly~~assure ~~dividends~~you ~~(whether~~that orwe ~~not~~will ~~declared~~be orable ~~consecutive)~~to ~~payable~~make ondistributions in the future. The Series A Preferred Stock ~~are~~will accrue dividends during any period in ~~arrears~~which dividends are not paid, ~~(ii)~~and ~~voting~~any onsuch ~~amendments~~accrued todividends ~~our~~must ~~Charter,~~be ~~including~~paid prior to the ~~articles~~Company ~~supplementary~~resuming ~~creating~~dividend ~~our~~payments ~~Series~~on Aits ~~Preferred~~Common Stock ~~(in~~or ~~some~~Class ~~cases~~B ~~voting~~Common ~~together~~Stock. We do not expect to pay any further dividends with respect to the ~~holders~~Company’s ofoutstanding ~~Parity~~Common Stock and Series A Preferred Stock asprior ato ~~single~~the ~~class)~~conclusion ~~that~~of ~~materially~~our ~~and~~reorganization ~~adversely~~pursuant ~~affect~~to the ~~rights~~pending ofChapter ~~the~~11 ~~holders~~Case. ofWe ~~depositary~~also ~~shares~~expect ~~representing~~our ~~interests~~Chapter in11 reorganization to extinguish all claims related to the unpaid Series A Preferred Stock ~~and~~dividends (~~iii)~~including the ~~creation~~currently ofstayed ~~additional~~rights ~~classes~~preferred orstockholders ~~series~~otherwise ofwould ~~our~~have ~~stock~~to ~~that~~elect ~~are~~two ~~senior~~additional directors to ~~the~~our ~~Series~~Board Aif ~~Preferred~~preferred ~~Stock~~dividends ~~with~~are ~~respect~~in toarrears ~~the~~for ~~payment~~six ofor ~~dividends~~more orquarterly ~~distributions~~periods). ofEven ~~assets~~if ~~upon~~we ~~our~~successfully ~~liquidation~~complete such reorganization, inwe ~~each~~cannot ~~case,~~assure ~~provided~~you that we will be able to make distributions in ~~any~~the ~~event~~future ~~adequate~~with ~~provision~~respect ~~for~~to ~~redemption~~new ~~has~~equity ~~not~~securities ~~been~~issued ~~made~~pursuant to the Chapter 11 Cases. ~~Other~~All ~~than~~of ~~certain~~the ~~limited~~foregoing ~~circumstances,~~could ~~holders~~adversely affect the market price of ~~depositary~~our ~~shares~~publicly dotraded ~~not~~securities, ~~have~~even ~~any~~following ~~voting~~our ~~rights~~pending Chapter 11 reorganization.

The Change of Control conversion feature of Series A Preferred Stock may not adequately compensate the holders, and the Change of Control conversion and redemption features of the shares of Series A Preferred Stock underlying the depositary shares may make it more difficult for a party to take over the Company or discourage a party from taking over the Company.

Upon the occurrence of a Change of Control (as defined in the Articles Supplementary for Series A Preferred Stock), holders of the depositary shares representing interests in our Series A Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined in the Articles Supplementary for Series A Preferred Stock), we have provided notice of our election to redeem the depositary shares either pursuant to our optional redemption right or our special optional redemption right) to convert some or all of their depositary shares into shares of our Common Stock (or equivalent value of Alternative Conversion Consideration). These features of the Series A Preferred Stock may have the effect of inhibiting a third party from making an acquisition proposal for the Company or of delaying, deferring or preventing a Change of Control of the Company under circumstances that otherwise could provide the holders of our Common Stock, Class B Common Stock, and Series A Preferred Stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests.

The market price of our Common Stock and the Series A Preferred Stock and value of our Class B Common Stock could be substantially affected by various factors.

The market price of our Common Stock and the depositary shares representing interests in our Series A Preferred Stock and the value of our Class B Common Stock will depend on many factors, which may change from time to time, including:

•Prevailing interest rates, increases in which may have an adverse effect on the market price of the depositary shares representing interests in our Series A Preferred Stock;

•The market for similar securities issued by other REITs;

•General economic and financial market conditions;

•The financial condition, performance and prospects of us and our competitors;

•Suspensions or changes in dividend payments on our Common Stock, Class B Common Stock or the depositary shares representing interests in our Series A Preferred Stock;

•Any rating assigned by a rating agency to the depositary shares; and

•Actual or anticipated variations in our quarterly operating results and those of our competitors.

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In addition, over the last several years, prices of equity securities in the U.S. trading markets have been experiencing extreme price fluctuations. As a result of these and other factors, investors holding our Common Stock, Class B Common Stock and depositary shares may experience a decrease, which could be substantial and rapid, in the market price or value of such securities, including decreases unrelated to our financial condition, performance or prospects. Likewise, in the event that the depositary shares become convertible and are converted into shares of our Common Stock, holders of our Common Stock issued upon such conversion may experience a similar decrease, which also could be substantial and rapid, in the market price of our Common Stock.

Risks Related to REIT Qualification and Federal Income Tax Laws

We have elected to be taxed as a REIT for fiscal 2013 and subsequent years, but the IRS may challenge our qualification as a REIT.

We have elected to be a REIT for federal income tax purposes. In order to qualify as a REIT, a substantial percentage of our income must be derived from, and our assets must consist of, real estate assets and, in certain cases, other investment property. We have acquired and managed investments which satisfy the REIT tests. Whether a particular investment is considered a real estate asset for such purposes depends upon the facts and circumstances of the investment. Due to the factual nature of the determination, the IRS may challenge whether any particular investment will qualify as a real estate asset or realize income which satisfies the REIT income tests. In determining whether an investment is a real property asset, we will look at the Code and the IRS's interpretation of the Code in regulations, published rulings, private letter rulings and other guidance. In the case of a private letter ruling issued to another taxpayer, we would not be able to bind the IRS to the holding of such ruling. We have received private letter rulings from the IRS with respect to certain issues relevant to our qualification as a REIT. In general, the rulings provide, subject to the terms and conditions contained therein, that we may treat certain of our assets as qualifying REIT assets and certain income that we receive as rents from interests in real property. Although we may generally rely upon the rulings, no assurance can be given that the IRS will not challenge our qualification as a REIT on the basis of other issues or facts outside the scope of the rulings. If the IRS successfully challenges our qualification as a REIT, we may not be able to achieve our objectives and the value of our stock may decline. As a REIT, our distributions from earnings and profits will be treated as ordinary income, and generally will not qualify as qualified dividend income ("QDI").


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provide, subject to the terms and conditions contained therein, that we may treat certain of our assets as qualifying REIT assets and certain income that we receive as rents from interests in real property. Although we may generally rely upon the rulings, no assurance can be given that the IRS will not challenge our qualification as a REIT on the basis of other issues or facts outside the scope of the rulings. If the IRS successfully challenges our qualification as a REIT, we may not be able to achieve our objectives and the value of our stock may decline. As a REIT, our distributions from earnings and profits will be treated as ordinary income, and generally will not qualify as qualified dividend income ("QDI").

Fluctuations in the fair market value of the assets that we own and that are owned by our taxable REIT subsidiaries may adversely affect our continued qualification as a REIT.

We have to satisfy the REIT asset tests at the end of each quarter. Although fluctuations in the fair market value of our assets should not adversely affect our qualification as a REIT, we must satisfy the asset tests immediately after effecting the REIT acquisition of any asset. Thus, we may be limited in our ability to purchase certain assets depending upon the potential fluctuations in the fair market value of our direct and indirect assets. Because fair market value determinations are factual, risks exist as to the fair market determination.

Failure to qualify as a REIT would have significant adverse consequences to us and the value of our capital stock.

Beginning with our fiscal year ended December 31, 2013, we believe our income and investments have allowed us to meet the income and asset tests necessary for us to qualify for REIT status and we have elected to be taxed as a REIT for fiscal years 2013 through ~~2022~~2023. Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code as to which there may only be limited judicial and administrative interpretations and involves the determination of facts and circumstances not entirely within our control. Future legislation, new regulations, administrative interpretations or court decisions may significantly change the tax laws or the application of the tax laws with respect to qualification as a REIT for federal income tax purposes or the federal income tax consequences of such qualification. Accordingly, we cannot assure our stockholders that we will be organized or will operate to qualify as a REIT for future fiscal years. If, with respect to any taxable year, we fail to qualify as a REIT, we would not be allowed to deduct distributions to stockholders in computing our taxable income. After our initial election and qualification as a REIT, if we later failed to so qualify and we were not entitled to relief under the relevant statutory provisions, we would also be disqualified from treatment as a REIT for four subsequent taxable years. If we fail to qualify as a REIT, corporate-level income tax would apply to our taxable income at regular corporate rates. As a result, the amount available for distribution to holders of equity securities could be reduced for the year or years involved, and we would no longer be required to make distributions. In addition, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it could adversely affect the value of our capital stock.

As a REIT, failure to make required distributions would subject us to federal corporate income tax.

In order to remain qualified for taxation as a REIT, we also are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year, or in limited circumstances, the following year, to our stockholders. Beginning with our fiscal year ended December 31, 2013, we believe we have satisfied these requirements. Our bank covenants limit the amount of cash that may be distributed to our stockholders. If our Cash Available for Distribution is insufficient, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt service or amortization payments.

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have satisfied these requirements. Our bank covenants limit the amount of cash that may be distributed to our stockholders. If our Cash Available for Distribution is insufficient, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt service or amortization payments.

To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal and state corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax on our undistributed taxable income to the extent the actual amount that we distribute to our stockholders for a calendar year is less than the minimum distribution amount specified under the Code.

Ownership limitation provisions in our charter may delay or prevent certain transactions in our shares, and could have the effect of delaying, deferring or preventing a transaction or change of control of our Company.

To maintain our qualification as a REIT for U.S. federal income tax purposes, among other purposes, our charter includes provisions designed to ensure that not more than 50% in value of our outstanding stock may be owned, directly or indirectly, by or for five or fewer individuals (as defined in the Internal Revenue Code to include certain entities such as private foundations) at any time during the last half of any taxable year. Subject to the exceptions described below, our charter generally prohibits any person (as defined under the Internal Revenue Code to include certain entities) from actually owning or being deemed to own by virtue of the applicable constructive ownership provisions of the Internal Revenue Code, (i) more than 9.8% (in value or in number of shares, whichever is more restrictive) of the issued and outstanding shares of our Common Stock or (ii) more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock, in each case, excluding any shares of our stock not treated as outstanding for federal income tax purposes. We refer to these restrictions as the "ownership limitation provisions." Our charter further prohibits any person from beneficially or constructively owning shares of our Common Stock that would result in us being "closely held" under Section 856(h) of the Code or otherwise failing to qualify as a REIT. Our charter also provides that any transfer of shares of our Common Stock which would, if effective, result in our Common Stock being beneficially owned by fewer than 100 persons (as determined pursuant to the Internal Revenue Code) shall be void ab initio and the intended transferee shall acquire no rights in such shares. These ownership limitation provisions may prevent or delay individual transactions in our stock that would trigger such provisions, and also could have the effect of delaying, deferring or preventing a change in control and, as a result, could adversely affect our stockholders' ability to realize a premium for their shares of capital stock. However, our Board of Directors may waive the ownership limitation provisions with respect to a particular stockholder and establish different ownership limitation provisions for such stockholder. In granting such waiver, our Board of Directors may also require the stockholder receiving such waiver to make certain representations, warranties and covenants related to our ability to qualify as a REIT.


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number of shares, whichever is more restrictive) of the issued and outstanding shares of our Common Stock or (ii) more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock, in each case, excluding any shares of our stock not treated as outstanding for federal income tax purposes. We refer to these restrictions as the "ownership limitation provisions." Our charter further prohibits any person from beneficially or constructively owning shares of our Common Stock that would result in us being "closely held" under Section 856(h) of the Code or otherwise failing to qualify as a REIT. Our charter also provides that any transfer of shares of our Common Stock which would, if effective, result in our Common Stock being beneficially owned by fewer than 100 persons (as determined pursuant to the Internal Revenue Code) shall be void ab initio and the intended transferee shall acquire no rights in such shares. These ownership limitation provisions may prevent or delay individual transactions in our stock that would trigger such provisions, and also could have the effect of delaying, deferring or preventing a change in control and, as a result, could adversely affect our stockholders' ability to realize a premium for their shares of capital stock. However, our Board may waive the ownership limitation provisions with respect to a particular stockholder and establish different ownership limitation provisions for such stockholder. In granting such waiver, our Board may also require the stockholder receiving such waiver to make certain representations, warranties and covenants related to our ability to qualify as a REIT.

Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.

To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to sell assets in adverse market conditions, borrow on unfavorable terms or distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could materially and adversely affect us.

As a REIT, we are required to make distributions, other than capital gain distributions, to our stockholders each year in the amount of at least 90% of our REIT taxable income in order to deduct distributions to our stockholders. As a result, we will continue to need additional capital to make new investments. If additional funds are unavailable or not available on favorable terms, our ability to make new investments will be impaired.

As a REIT, we are required to distribute at least 90% of our REIT taxable income in order to deduct distributions to our stockholders, and as such we expect to continue to require additional capital to make new investments or carry existing investments. We may acquire additional capital from the issuance of securities senior to our Common Stock or Class B Common Stock, including additional borrowings or other indebtedness or the issuance of additional securities. We may also acquire additional capital through the issuance of additional equity. However, we may not be able to raise additional capital in the future on favorable terms or at all. Unfavorable economic conditions, such as rising interest rates and the current recessionary economic environment, could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. We may issue debt securities, other instruments of indebtedness or preferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "senior securities." As a result of issuing senior securities, we will also be exposed to typical risks associated with leverage, including increased risk of loss. If we issue preferred securities which will rank "senior" to our Common Stock or Class B Common Stock in our capital structure, the holders of such preferred securities may have separate voting rights and other rights, preferences or privileges more favorable than those of our Common Stock or Class B Common Stock, and the issuance of such preferred securities could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for security holders or otherwise be in our best interest.

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extend credit to us. We may issue debt securities, other instruments of indebtedness or preferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "senior securities." As a result of issuing senior securities, we will also be exposed to typical risks associated with leverage, including increased risk of loss. If we issue preferred securities which will rank "senior" to our Common Stock or Class B Common Stock in our capital structure, the holders of such preferred securities may have separate voting rights and other rights, preferences or privileges more favorable than those of our Common Stock or Class B Common Stock, and the issuance of such preferred securities could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for security holders or otherwise be in our best interest.

To the extent our ability to issue debt or other senior securities is constrained, we will depend on issuances of additional Common Stock to finance new investments. If we raise additional funds by issuing more of our Common Stock or senior securities convertible into, or exchangeable for, our Common Stock, the percentage ownership of our stockholders at that time would decrease, and our stockholders may experience dilution.

If we acquire C corporations in the future, we may inherit material tax liabilities and other tax attributes from such acquired corporations, and we may be required to distribute earnings and profits.

From time to time we may acquire C corporations or assets of C corporations in transactions in which the basis of the corporations' assets in our hands is determined by reference to the basis of the assets in the hands of the acquired corporations.

In the case of assets we acquire from a C corporation in a conversion transaction, which the Treasury regulations define as the qualification of a C corporation as a REIT or the transfer of property owned by a C corporation to a REIT, if we dispose of any such asset in a taxable transaction (including by deed in lieu of foreclosure) during the five-year period beginning on the date of the conversion transaction, then we generally will be required to pay tax at the highest regular corporate tax rate on the gain recognized to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted tax basis in the asset, in each case determined as of the date of the conversion transaction, with certain REIT modifications, provided deemed sale treatment is not elected or certain exceptions under the Treasury regulations do not apply. Any taxes we pay as a result of such gain would reduce the amount available for distribution to our stockholders. The imposition of such tax may require us to forgo an otherwise attractive disposition of any assets we acquire from a C corporation in a conversion transaction, and as a result may reduce the liquidity of our portfolio of investments. In addition, in such a conversion transaction, we could potentially succeed to any tax liabilities and earnings and profits of any acquired C corporation. To qualify as a REIT, we must distribute any non-REIT earnings and profits by the close of the taxable year in which such transaction occurs. If the IRS were to determine that we acquired non-REIT earnings and profits from a corporation that we failed to distribute prior to the end of the taxable year in which the conversion transaction occurred, we could avoid disqualification as a REIT by paying a "deficiency dividend." Under these procedures, we generally would be required to distribute any such non-REIT earnings and profits to our stockholders within 90 days of the determination and pay a statutory interest charge at a specified rate to the IRS. Such a distribution would be in addition to the distribution of REIT taxable income necessary to satisfy the REIT distribution requirement and may require that we borrow funds to make the distribution even if the then-prevailing market conditions are not favorable for borrowings. In addition, payment of the statutory interest charge could materially and adversely affect us.


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such asset in a taxable transaction (including by deed in lieu of foreclosure) during the five-year period beginning on the date of the conversion transaction, then we generally will be required to pay tax at the highest regular corporate tax rate on the gain recognized to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted tax basis in the asset, in each case determined as of the date of the conversion transaction, with certain REIT modifications, provided deemed sale treatment is not elected or certain exceptions under the Treasury regulations do not apply. Any taxes we pay as a result of such gain would reduce the amount available for distribution to our stockholders. The imposition of such tax may require us to forgo an otherwise attractive disposition of any assets we acquire from a C corporation in a conversion transaction, and as a result may reduce the liquidity of our portfolio of investments. In addition, in such a conversion transaction, we could potentially succeed to any tax liabilities and earnings and profits of any acquired C corporation. To qualify as a REIT, we must distribute any non-REIT earnings and profits by the close of the taxable year in which such transaction occurs. If the IRS were to determine that we acquired non-REIT earnings and profits from a corporation that we failed to distribute prior to the end of the taxable year in which the conversion transaction occurred, we could avoid disqualification as a REIT by paying a "deficiency dividend." Under these procedures, we generally would be required to distribute any such non-REIT earnings and profits to our stockholders within 90 days of the determination and pay a statutory interest charge at a specified rate to the IRS. Such a distribution would be in addition to the distribution of REIT taxable income necessary to satisfy the REIT distribution requirement and may require that we borrow funds to make the distribution even if the then-prevailing market conditions are not favorable for borrowings. In addition, payment of the statutory interest charge could materially and adversely affect us.

Legislative or other actions affecting REITs could have a negative effect on us.

The rules dealing with federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect our investors or us. Although we are not aware of any pending tax legislation that would adversely affect our ability to qualify as a REIT, we cannot predict how future changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the income tax consequences of such qualification.

Risks Related to Our Corporate Structure and Governance

We will be dependent upon key personnel of CorEnergy and Crimson for our future success.

We will be dependent on the diligence, expertise and business relationships of the management of CorEnergy and Crimson to implement our strategy of acquiring real property assets. The departure of one or more key personnel of CorEnergy or Crimson could have a material adverse effect on our ability to implement this strategy and on the value of our capital stock. There can be no assurance that we will be successful in implementing our strategy.

Members of our management team have competing duties to other entities, which could result in decisions that are not in the best interests of our stockholders.

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Certain of our officers and the employees of Crimson do not spend all of their time managing our activities. These executive officers and the employees of Crimson allocate some, or a material portion, of their time to other businesses and activities. None of these individuals is required to devote a specific amount of time to our affairs. As a result of these overlapping responsibilities, there may be conflicts of interest among and reduced time commitments from our officers and employees of Crimson in making decisions on our behalf. Accordingly, CorEnergy competes with Crimson, their affiliates and possibly other entities for the time and attention of these officers.

In addition to the ownership limit provisions discussed above, certain provisions of our charter and of Maryland law may limit the ability of stockholders to control our policies and effect a change of control of our Company.

Our charter authorizes our Board ~~of Directors~~ to amend our charter to increase or decrease the aggregate number of authorized shares of stock, to authorize us to issue additional shares of our Common Stock or preferred stock and to classify or reclassify unissued shares of our Common Stock or preferred stock and thereafter to authorize us to issue such classified or reclassified shares of stock. We believe that these provisions in our charter provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series, as well as the additional authorized shares of stock, will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our Board ~~of Directors~~ does not currently intend to do so, it could authorize us to issue a class or series of stock containing rights that could delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our Common Stock or Class B Common Stock or that such holders otherwise believe to be in their best interests.

Provisions of the Maryland General Corporation Law and our charter and bylaws could deter takeover attempts and have an adverse impact on the price or value of our capital stock.

The following considerations related to provisions of Maryland General Corporation Law, and of our charter and bylaws, may have the effect of discouraging, delaying or making difficult a change in control of our Company or the removal of our incumbent directors:

•We are subject to the Business Combination Act of the Maryland General Corporation Law. However, pursuant to the statute, our Board ~~of Directors~~ has adopted a resolution exempting us from the Maryland Business Combination Act for any business combination between us and any person to the extent that such business combination receives the prior approval of our Board ~~of Directors~~. This resolution, however, may be altered or repealed in whole or in part at any time by our Board ~~of Directors~~. If this resolution is repealed, or our Board ~~of Directors~~ does not otherwise approve a business combination with a person, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

•Our bylaws exempt acquisitions of stock by any person from the Maryland Control Share Acquisition Act. If we amend our bylaws to repeal the exemption from the Maryland Control Share Acquisition Act, the Maryland Control Share Acquisition Act also may make it more difficult to obtain control of our Company.

•As described above, our charter includes a share ownership limit and other restrictions on ownership and transfer of shares, in each such case designed, among other purposes, to preserve our status as a REIT, which may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.34

•Under our charter, our Board of Directors is divided into three classes serving staggered terms, which may make it more difficult for a hostile bidder to acquire control of us.

•Our charter contains a provision whereby we have elected to be subject to the provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law relating to the filling of vacancies on our Board of Directors. Further, through provisions in our charter and bylaws unrelated to Subtitle 8, we (1) require a two-thirds vote for the removal of any director from the board, which removal must be for cause, (2) vest in the board the exclusive power to fix the number of directors, subject to limitations set forth in our charter and bylaws, (3) have a classified Board of Directors and (4) require that, unless a special meeting of stockholders is called by the chairman of our Board of Directors, our chief executive officer, our president or our Board of Directors, such a special meeting may be called to consider and vote on any matter that may properly be considered at a meeting of stockholders only at the request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on a matter at such meeting.

•In addition, as discussed above, our Board of Directors may, without stockholder action, authorize the issuance of shares of stock in one or more classes or series, including preferred stock. Our Board of Directors also may, without stockholder action, amend our charter to increase the number of shares of stock of any class or series that we have authority to issue.


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•Under our charter, our Board is divided into three classes serving staggered terms, which may make it more difficult for a hostile bidder to acquire control of us.

•Our charter contains a provision whereby we have elected to be subject to the provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law relating to the filling of vacancies on our Board. Further, through provisions in our charter and bylaws unrelated to Subtitle 8, we (1) require a two-thirds vote for the removal of any director from the Board, which removal must be for cause, (2) vest in the Board the exclusive power to fix the number of directors, subject to limitations set forth in our charter and bylaws, (3) have a classified Board and (4) require that, unless a special meeting of stockholders is called by the chairman of our Board, our chief executive officer, our president or our Board, such a special meeting may be called to consider and vote on any matter that may properly be considered at a meeting of stockholders only at the request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on a matter at such meeting.

•In addition, as discussed above, our Board may, without stockholder action, authorize the issuance of shares of stock in one or more classes or series, including preferred stock. Our Board also may, without stockholder action, amend our charter to increase the number of shares of stock of any class or series that we have authority to issue.

•Our bylaws include advance notice provisions, governing stockholders' director nominations or proposal of other business to be considered at an annual meeting of our stockholders, requiring the continuous ownership by the stockholder(s) putting forth any such nominee or proposal of at least 1% of our outstanding shares for a minimum period of at least three years prior to the date of such nomination or proposal and through the date of the related annual meeting (including any adjournment or postponement thereof), each as specified in the bylaws.

•Our bylaws designate certain Maryland courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a judicial forum that our stockholders believe is favorable for disputes with us or our directors, officers or employees.

The existence of these provisions, among others, may have a negative impact on the price or value of our capital stock and may discourage third-party bids for ownership of our Company. These provisions may prevent any premiums being offered for our capital stock.

Risk Related to Terrorism, Armed Conflicts, and Cybersecurity

A terrorist attack, act of cyber-terrorism or armed conflict could harm our business.

Terrorist activities, anti-terrorist efforts and other armed conflicts involving the U.S., whether or not targeted at our assets or those of customers, could adversely affect the U.S. and global economies and could prevent us from meeting our financial and other obligations. Both we and our investees could experience loss of business, delays or defaults in payments from customers or disruptions of supplies and markets if domestic and global utilities or other energy infrastructure companies are direct targets or indirect casualties of an act of terror or war. Additionally, both we and other investees rely on financial and operational computer systems to process information critically important for conducting various elements of our respective businesses. Any act of cyber-terrorism or other cyber-attack resulting in a failure of our computer systems, or those of our customers, suppliers or others with whom we do business, could materially disrupt our ability to operate our respective businesses and could result in a financial loss to the Company and possibly do harm to our reputation. Accordingly, terrorist activities and the threat of potential terrorist activities (including cyber-terrorism) and any resulting economic downturn could adversely affect our business, financial condition and results of operations. Any such events also might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.

Terrorist attacks and armed conflict, or their impacts on the energy industry served by our infrastructure assets, could have a material adverse effect on our business, financial condition, or results of operations.

Terrorist attacks and armed conflict may significantly affect the energy industry, including our operations and those of our current and potential customers, as well as general economic conditions, consumer confidence and spending, and market liquidity. Strategic targets, such as energy-related assets, may be at greater risk of future attacks than other targets in the United States. Our insurance may not protect against such occurrences. Furthermore, commodity markets are currently also subject to heightened levels of uncertainty related to the Russian military incursion into Ukraine, which could give rise to regional instability and result in heightened economic sanctions by the U.S. and the international community that, in turn, could increase uncertainty with respect to global financial markets and production output from the ~~Organization~~OPEC ~~of Petroleum Exporting Countries~~ and other oil producing nations. Consequently, it is possible that any of these occurrences, or a combination of them, could adversely impact the energy markets served by our ~~infrastructure assets which could, in turn, have a material adverse effect on our business, financial condition, and results of operations.~~

We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems. 35

We rely on information technology systems and network infrastructure, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records. Our business is dependent upon information systems and other digital technologies for controlling our plants, pipelines and other assets, processing transactions and summarizing and reporting results of operations. The secure processing, maintenance and transmission of information is critical to our operations. A security breach of our network or systems, or the network or systems of our third-party vendors, could result in improper operation of our assets, potentially including delays in the delivery or availability of our customers’ products, contamination or degradation of the products we transport, store or distribute, or releases of hydrocarbon products for which we could be held liable. Furthermore, we and some of our vendors collect and store sensitive data in the ordinary course of our business, including personal identification information of our employees as well as our proprietary business information.


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~~cyber-attacks. Cyber-attacks targeting our~~ infrastructure ~~could~~assets ~~result~~which ~~in a full or partial disruption of our operations~~could, ~~as well as those of our customers. Likewise, cyber-attacks~~ in ~~the form of "social engineering" (manipulating recipients into performing actions~~turn, orhave ~~divulging~~a ~~information,~~material byadverse ~~impersonating~~effect ~~members~~on ~~of Company management, customers or others) aimed at~~ our ~~company~~business, ~~our employees, our customers, or others could result in operational disruption,~~ financial ~~loss and reputational harm. Although we make efforts to maintain the security and integrity of our data~~condition, ~~IT networks~~ and ~~related~~results ~~systems, and we have implemented various measures to minimize and/or manage the risk~~ of a security breach or disruption, we cannot guarantee that our security efforts and measures will be effective at preventing or detecting any attempted or actual security incidents, or that disruptions caused by any such incidents or attempted incidents will not be successful or damaging to us or othersoperations.

We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our IT networks and related systems.

Cybersecurity risks have increased in recent years as a result of the proliferation of new technologies and the increased sophistication, magnitude and frequency of cyber-attacks and data security breaches. Because of the critical nature of our infrastructure and our use of information systems and other digital technologies to control our assets, we face a heightened risk of cyber-attacks. Cyber-attacks targeting our infrastructure could result in a full or partial disruption of our operations, as well as those of our customers. Likewise, cyber-attacks in the form of "social engineering" (manipulating recipients into performing actions, or divulging information, by impersonating members of Company management, customers or others) aimed at our company, our employees, our customers, or others could result in operational disruption, financial loss and reputational harm. Although we make efforts to maintain the security and integrity of our data, IT networks and related systems, and we have implemented various measures to minimize and/or manage the risk of a security breach or disruption, we cannot guarantee that our security efforts and measures will be effective at preventing or detecting any attempted or actual security incidents, or that disruptions caused by any such incidents or attempted incidents will not be successful or damaging to us or others.

During the normal course of business, we have experienced and expect to continue to experience attempts to gain unauthorized access to, or to compromise, our information systems or to disrupt our operations through cyber-attacks or security breaches, although none to our knowledge have had a material adverse effect on our business, operations or financial results. Despite our security measures, our information systems, or those of our vendors, may become the target of further cyber-attacks (including hacking, viruses or acts of terrorism) or security breaches (including employee error, malfeasance or other breaches), which could compromise and disrupt the proper functioning of our network or systems, or those of our vendors, affect our ability to correctly record, process and report transactions or financial information, or result in the release or loss of the information stored therein, misappropriation of assets, misstated financial reports, violations of loan covenants and/or missed reporting deadlines, inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT, disruption to our operations or damage to our facilities. As a result of a cyber-attack or security breach, we could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience damage to our reputation or a loss of consumer confidence in our products and services, or incur additional costs for remediation and modification or enhancement of our information systems, and require significant management attention and resources, to prevent future occurrences or other costs or be subject to increased regulation or litigation, all of which could materially adversely affect our reputation, business, operations or financial results.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 21C. ~~Properties~~CYBERSECURITY

CorEnergy's information security program is managed by our President and Chief Financial Officer, whose information technology team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes. The Chief Financial Officer provides periodic reports to our Board, as well as our Chief Executive Officer and other members of our senior management as appropriate. These reports include updates on the Company's cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the emerging threat landscape. Our program is regularly evaluated by internal and external experts with the results of those reviews reported to senior management and the Board. We also actively engage with key vendors, industry participants, and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures. As of the date of this report, the Company is not aware of any material risks from cybersecurity threats

that have materially affected or are reasonably likely to materially affect the Company, including the Company's business strategy, results of operations or financial condition.

ITEM 2. PROPERTIES

Refer to Item 1. Business of this Form 10-K for a discussion of our properties.

ITEM 3. LEGAL PROCEEDINGS

The information regarding the Chapter 11 Case set forth in Item 1. Business of this Form 10-K under the heading "Recent Developments – Chapter 11 Bankruptcy" is hereby incorporated by reference.

As a transporter of crude oil and natural gas, the Company is subject to various environmental regulations that could subject the Company to future monetary obligations. Crimson has received notices of violations and potential fines under various federal, state, and local provisions relating to the discharge of materials into the environment or protection of the environment. Management believes that if any one or more of these environmental proceedings were decided against Crimson, it would not be material to the Company's financial position, results of operations or cash flows. Additionally, the Company maintains insurance coverage for environmental liabilities in amounts that management believes are appropriate and customary for the Company's business.

The Company is also subject to various other claims and legal proceedings covering a wide range of matters that arose in the ordinary course of business. In the opinion of management, all such matters are adequately covered by ~~insurance~~established orreserves byas ~~established~~well ~~reserves,~~as ~~and,~~insurance or if not so covered, are without merit or are of such kind, or involve such amounts, as would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is traded on the ~~NYSE~~over-the-counter ("OTC") market on the pink sheets, under the symbol "~~CORR~~CORRQ". ~~There~~Over-the-counter ismarket noquotations ~~established~~for ~~public~~our ~~trading~~Common ~~market~~Stock ~~for~~reflect ~~our~~inter-dealer ~~Class~~prices, Bwithout ~~Common~~retail ~~Stock~~mark-up, mark-down or commission and may not necessarily reflect actual transactions. As of December 31, ~~2022~~2023, there were 23 stockholders of record of the Company's Common Stock and ~~eight~~seven stockholders of record of the Company's Class B Common Stock. A substantially greater number of holders of our Common Stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.

On February 4, 2024, upon the third anniversary of the closing date of the Crimson Transaction, the Company's Class B Common Stock was converted into Common Stock at a ratio of 0.68:1.00, resulting in 464,957 new shares of Common Stock and zero shares of Class B Common Stock outstanding.

On February 25, 2024, the Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. In connection with the Chapter 11 Case, the Company has terminated all offerings of securities pursuant to its prior the registration statements and terminated the effectiveness of such registration statements.

Dividends

Our portfolio of energy infrastructure real property assets generates cash flow to us from which we pay dividends to stockholders. The amount of any dividend is recorded on the ex-dividend date. The character of dividends made during the year may differ from their ultimate characterization for federal income tax purposes. On February 6, 2023, the Company announced the suspension of all dividends due to a combination of declining volumes and increased costs in our California systems. ~~There can be no assurances as to our ability to reinstate dividend payments to stockholders in future periods or the timing or levels thereof.~~

CorEnergy’s 7.375% Series A Cumulative Redeemable Preferred Stock will accumulate dividends during any period in which dividends are not paid. Any accumulated Series A Cumulative Redeemable Preferred dividends, including accumulated dividends on the Crimson A-1 units, must be paid prior to the Company resuming common dividend payments. Based on the suspension of dividend payments to CorEnergy’s public equity holders, the Crimson A-1, A-2 and A-3 Units ~~and CorEnergy’s Class B Common Stock~~ will not receive dividends. The amount of any dividends that may be paid on outstanding shares of Class B Common Stock are subject to a formula based on the amount of dividends declared on our Common Stock and the discretion of the Board of Directors. Refer to Item 7, "Dividends," for further discussion of our dividends and of the relationship between Common Stock dividends and Class B Common Stock dividends.

~~Federal~~We do not expect to pay any further dividends with respect to the Company’s outstanding Common Stock and ~~State~~Series ~~Income~~A ~~Taxation~~Preferred Stock or any other securities prior to the conclusion of our reorganization pursuant to the pending Chapter 11 Case. If we successfully complete such reorganization, future dividend distributions with respect to new equity securities issued pursuant to the Chapter 11 Case will be subject to our actual results of operations, taxable income, economic conditions, issuances of New Common Stock and such other factors as our board of directors deems relevant.

We have elected to be taxed as a REIT under sections 856 through 860 of the Code and applicable Treasury regulations, which set forth the requirements for qualifying as a REIT, commencing with our taxable year beginning January 1, 2013. We believe that we have been organized and operated in a manner that qualifies for taxation as a REIT under the Code and we intend to continue to operate in such a manner.

For as long as we qualify for taxation as a REIT, we generally will not be subject to federal corporate income taxes on net income that we currently distribute to stockholders. This treatment substantially eliminates the "double taxation" (at the corporate and security holder levels) that can result from investment in a "C" corporation. A "C" corporation is a corporation that is generally required to pay tax at the corporate level. Double taxation means taxable income is taxed once at the corporate level when the income is earned and once again at the stockholder level when the income is distributed.

As long as we qualify as a REIT, distributions made to our taxable U.S. stockholders out of current or accumulated earnings and profits (and not designated as capital gain dividends or retained capital gains) will be accounted for as ordinary income, and corporate stockholders will not be eligible to deduct the amount of such dividends received. If we received QDI and designate such portion of our distributions as QDI in a written notice mailed no later than 60 days after the close of our taxable year, an individual U.S. stockholder may qualify (provided holding period and certain other requirements are met) to treat such portion of the distribution as QDI, eligible to be taxed at the reduced maximum rate of 20%. Distributions in excess of current and accumulated earnings and profits will not be taxable to a stockholder to the extent that they do not exceed the adjusted basis of such stockholder's Common Stock or Class B Common Stock, but rather will reduce the adjusted basis of such shares as a return of capital. To the extent that such distributions exceed the adjusted basis of a stockholder's Common Stock or Class B Common Stock, they will be included in income as long-term capital gains (or short-term capital gain if the shares have been held for one year or less), assuming the shares are a capital asset in the hands of the stockholder. Distributions that we properly designate as capital gain dividends will be taxable to stockholders as gains (to the extent they do not exceed our actual net capital gain for the taxable year) from the sale or disposition of a capital asset held for greater than one year. If we designate any portion of a dividend as a capital gain dividend, a U.S. stockholder will receive an Internal Revenue Service Form 1099-DIV indicating the amount that will be taxable to the stockholder as a capital gain. As a REIT, we will generally be subject to corporate-level tax on certain built-in gains in assets if such assets are sold during the five-year period following a conversion transaction, unless deemed sale treatment is elected or other exceptions apply under the applicable Treasury regulations. Built-in gain assets are assets whose fair market value exceeds the REIT's adjusted tax basis at the time of such transaction if our initial tax basis in the asset is less than the fair market value of the asset. In addition, a REIT may not have earnings and profits accumulated in a non-REIT year.

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We may, from time to time, own and operate certain properties through C corporation subsidiaries and will treat those subsidiaries as either "qualified REIT subsidiaries," or "taxable REIT subsidiaries." If a REIT owns a corporate subsidiary that is a "qualified REIT subsidiary," the separate existence of that subsidiary will generally be disregarded for federal income tax purposes. A "taxable REIT subsidiary" is an entity taxable as a corporation in which we own stock and that elected with us to be treated as a taxable REIT subsidiary under Section 856(1) of the Code. A taxable REIT subsidiary is subject to federal income tax, and state and local income tax where applicable, as a regular "C" corporation.

Our tax expense or benefit attributable to the taxable REIT subsidiary is included in the Consolidated Statements of Operations. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Recent Sales of Unregistered Securities

We did not sell any securities during the fiscal year ended December 31, ~~2022~~2023 that were not registered under the Securities Act of 1933.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the fourth quarter ended December 31, ~~2022~~2023.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed "forward-looking statements" within the meaning of the federal securities laws. In many cases, these forward-looking statements may be identified by the use of words such as "will," "may," "should," "could," "believes," "expects," "anticipates," "estimates," "intends," "projects," "goals," "objectives," "targets," "predicts," "plans," "seeks," or similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this ~~Report~~report.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. Our actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. Such risks and uncertainties include, without limitation, the risk factors discussed in Part I, Item 1A of this ~~Report~~report. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information, except as required by law.

Restatement of Previously Issued Consolidated Financial Statements

We have restated our consolidated financial statements as of and for the period ended December 31, 2021 contained in this Annual Report on Form 10-K. Refer to the “Explanatory Note” preceding Item 1, Business, for background on the restatement, the fiscal and interim periods impacted, control considerations, and other information. In addition, we have restated certain previously reported financial information at December 31, 2021 and for the fiscal year ended December 31, 2021 in this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

See Note 20 ("Restatement of Prior Period") and Note 21 ("Quarterly Financial Data (Unaudited)"), in Item 8, Financial Statements and Supplementary Data, for additional information related to the restatement, including descriptions of the misstatements and the impacts on our consolidated financial statements.

OVERVIEW AND BUSINESS OBJECTIVE

We are a publicly traded REIT focused on energy infrastructure. Our business strategy is to own and operate or lease critical energy midstream infrastructure connecting the upstream and downstream sectors within the industry. We currently generate revenue from the transportation, via pipeline systems, of crude oil and natural gas for our customers in California and Missouri, respectively. These pipelines, consisting of our Crimson, MoGas, and Omega Pipeline Systems, are located in areas where it would be difficult to replicate rights-of-way or transport crude oil or natural gas via non-pipeline alternatives, resulting in our assets providing utility-like criticality in the midstream supply chain for our customers. As primarily regulated assets, the value of our regulated pipelines is supported by revenue derived from a cost-of-service methodology. The cost-of-service methodology is used to establish appropriate transportation rates based on several factors, including expected volumes, expenses, debt and return on equity. The regulated nature of the majority of our assets provides a degree of support for our profitability over the long-term, where the majority of our customers own the products shipped on, or stored in, our facilities. We believe these characteristics provide CorEnergy with the attractive attributes of other globally listed infrastructure companies, including high barriers to entry and predictable revenue streams, while mitigating risks and volatility experienced by other companies engaged in the midstream energy sector. We also believe that our strengths in the hydrocarbon midstream industry can be leveraged to participate in energy transition, e.g., CO2 transportation for sequestration projects.

Prior to February 2021, we generated long-term contracted revenue from operators of our assets, primarily under triple-net participating leases without direct commodity price exposure.

RECENT DEVELOPMENTS

~~The~~Chapter ~~key~~11 ~~events during fiscal year ended December 31, 2022 are summarized below:~~Bankruptcy

~~•We~~On ~~generated~~the ~~consolidated~~Petition ~~revenue~~Date, CorEnergy Infrastructure Trust, Inc. commenced the filing of ~~$133~~the Chapter 11 Case.6 ~~million~~Neither Crimson, in which CorEnergy consolidates, nor any other CorEnergy subsidiary has filed for bankruptcy. Both the Company and Crimson expect to have sufficient liquidity to continue operating without interruption during and after the Company's restructuring process being implemented through the Chapter 11 Case.

~~•We~~The ~~generated~~Chapter ~~net~~11 ~~loss~~Case ofis $9being administered under the caption "In re: CorEnergy Infrastructure Trust, Inc.5" ~~million~~Additional information about the Chapter 11 Case, including access to Bankruptcy Court documents, is available online at https://cases.stretto.com/corenergy, a website administered by Stretto, a third-party bankruptcy claims and noticing agent. The documents and other information on this website are not part of this Annual Report on Form 10-K and shall not be incorporated by reference herein.

~~•We~~The ~~generated~~Company ~~Adjusted~~is ~~EBITDA~~currently (operating its business as a ~~non-GAAP~~"debtor ~~financial~~in ~~measure)~~possession" in accordance with the applicable provisions of ~~$40~~the Bankruptcy Code and the orders of the Bankruptcy Court.4 ~~million~~After the Company commenced the Chapter 11 Case, the Bankruptcy Court granted certain relief requested by the Company enabling it to operate in the ordinary course of business and minimize the effect of the bankruptcy on the Company's business, including, among other things, authorizing the Company to pay employee wages and benefits, maintain existing banking practices and additional customary operational and administrative relief.

~~•We~~Subject ~~transported~~to certain exceptions, under the Bankruptcy Code, the filing of the Chapter 11 Case automatically enjoined, or stayed, the continuation of most judicial and administrative proceedings or filings of other actions against the Company or its property to recover, collect or secure a claim arising prior to the Petition Date. Accordingly, although the filing of the Chapter 11 Case triggered a default that accelerated obligations under the Indenture for the Convertible Notes, creditors are stayed from taking any actions against the Company as a result of such default, subject to certain limited exceptions permitted by the Bankruptcy Code. Absent an ~~annual~~order ~~average~~of the Bankruptcy Court, substantially all of ~~166~~the Company's prepetition liabilities are subject to settlement under the Bankruptcy Code. However,~~009~~ ~~bbd~~as discussed below, the Plan of ~~crude~~Reorganization ~~oil~~contemplates that certain liabilities would be reinstated or paid in full in the ordinary course of business if the Plan of Reorganization is approved by the Bankruptcy Court.

~~•We~~As ~~declared~~further ~~and~~described ~~paid~~in ~~Common~~the ~~Stock~~Company's ~~dividends~~Current Report on Form 8-K filed with the SEC on February 26, 2024, on February 25, 2024, prior to the commencement of $0the Chapter 11 Case, the Company entered into the Restructuring Support Agreement with the Consenting Noteholders.20 ~~per~~Under ~~share~~the RSA, the Consenting Noteholders have agreed, subject to certain terms and ~~7.375%~~conditions, ~~Series~~to Asupport ~~Cumulative~~a ~~Redeemable~~financial ~~Preferred~~and ~~Stock~~operational ~~dividends~~restructuring of ~~$1.84375~~the ~~per~~existing ~~depositary~~debt ~~share~~of, existing equity interests in, and certain obligations of the Company pursuant to the proposed Plan of Reorganization, substantially in the form attached as an exhibit to the RSA, to be implemented through the Chapter 11 Case.

37On March 19, 2024, the Bankruptcy Court entered an order conditionally approving the disclosure statement and approving certain voting and solicitation procedures relating to the Chapter 11 Case.


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~~•On~~Reorganization ~~December~~if ~~15,~~voting ~~2022,~~creditors ~~the~~that ~~FERC~~hold ~~issued~~ a ~~permanent~~majority ~~Certificate~~in number and two-thirds in amount of ~~Public~~claims ~~Convenience~~in ~~and~~that ~~Necessity~~class ~~for~~approve the ~~Spire~~Plan ~~STL~~of ~~Pipeline,~~Reorganization. ~~ensuring~~The ~~continued~~RSA ~~operation~~requires the Consenting Noteholders vote in favor of and support the ~~natural~~Plan ~~gas~~of ~~pipeline~~Reorganization. ~~and~~On April 30, 2024, the Company filed its declaration regarding the results of voting indicating that all three of the ~~MoGas~~voting ~~STL~~classes ~~Interconnect~~had voted to accept the Plan of Reorganization.

~~•During~~The ~~the~~Plan ~~first quarter~~ of ~~2023,~~Reorganization wecontemplates ~~published~~treatment ~~our~~of ~~annual~~the ~~Environmental,~~claims ~~Social~~of ~~and Governance (ESG) report, accessible at http://corenergy.reit,~~ the Company's ~~reported~~stakeholders aas ~~56%~~set ~~reduction~~forth ~~in Scope 1 and 2 emissions across all CorEnergy assets from its 2021 baseline.~~below:

•Each secured claim will be reinstated or paid in full (or otherwise treated such that it will remain unimpaired in accordance with Section 1124 of the Bankruptcy Code).

•Each unsecured claim will be reinstated or paid in full in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such claim.

•Each holder of Convertible Notes will receive its pro rata share of the following in exchange for the Convertible Notes: (i) $23.6 million (subject to adjustment upwards based on the amount of Excess Effective Date Cash); (ii) the principal amount of Takeback Debt; (iii) 88.96% of the shares of New Common Stock of the reorganized Company (subject to dilution by the Management Incentive Plan and further subject to adjustment downwards based on the amount of Excess Effective Date Cash, subject to a cap); and (iv) Excess Effective Date Cash (defined as the amount of cash held by the Company on the effective date of the Plan of Reorganization in excess of $12.0 million capped at $8.5 million).

The Plan of Reorganization includes a term sheet for Takeback Debt under which the holders of the Convertible Notes will provide the reorganized Company with a five-year secured term loan in the principal amount of $45.0 million bearing interest at 12% per annum with interest starting to accrue on April 4, 2024, and payable on a quarterly basis. The term sheet also provides that certain holders of the Convertible Notes and other lenders will provide the reorganized Company with a one-year $10.0 million revolving credit facility the proceeds of which will be limited to certain specified emergency uses. Amounts drawn under the revolving credit facility will bear interest at one-month SOFR plus 3% per annum with interest payable on a quarterly basis.

The Plan of Reorganization provides that the reorganized Company will adopt a Management Incentive Plan on the effective date of the plan. All grants under the Management Incentive Plan will ratably dilute all New Common Stock issued pursuant to the Plan of Reorganization. The Management Incentive Plan will reserve exclusively for participants a pool of stock-based awards in the reorganized Company in the form of (i) warrants for 5.0% of New Common Stock and (b) 5.0% of New Common Stock, both


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determined on a fully diluted and fully distributed basis, which shall be reserved for distribution in accordance with the Management Incentive Plan. The reorganized Company will assume all of the Company's existing employment agreements.

The Plan of Reorganization also provides that the reorganized Company will adopt new governance documents, each in a form to be included in a supplement to the plan. On April 11, 2024, the Company filed its plan supplement consisting of, among other items, the Credit Agreement, Security Agreement, Pledge and Security Agreement, Guaranty Agreement, Stockholder’s Agreement with the Consenting Noteholders, Articles of Amendment and Restatement, Fourth Amended and Restated Bylaws, and Omnibus Equity Plan. The new governance documents filed with the plan supplement govern among other things, the composition of the reorganized Company's board of directors, board and stockholder approval rights with respect to certain corporate actions, information rights, stock transfer restrictions, tag-along and drag-along rights, preemptive rights and registration rights.

Going Concern Uncertainty

Given the event of default and acceleration of the Convertible Notes, as well as the inherent risks, unknown results and inherent uncertainties associated with the bankruptcy process and the direct correlation between these matters and our ability to satisfy our financial obligations that may arise, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date its consolidated financial statements are issued. The Company's ability to continue as a going concern is contingent upon its ability to successfully implement the Plan of Reorganization set forth in the RSA, which is pending approval of the Bankruptcy Court. Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern.

Delisting of Common Stock and Series A Preferred Stock

As previously disclosed, on December 1, 2023, the Company received a written notice from the staff of NYSE notifying the Company that the NYSE had determined to commence proceedings to delist the Company's Common Stock and Series A Preferred Stock from the NYSE. NYSE reached this decision pursuant to Section 802.01B of the NYSE’s listed company manual because the Company had fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average common stock global market capitalization over a consecutive 30 trading day period of at least $15.0 million. The NYSE indicated that it would apply to the SEC to delist the Company's Common Stock and Series A Preferred Stock upon completion of all applicable procedures, including any appeal by the Company of the NYSE staff’s decision. The Company subsequently appealed the decision.

Sale of MoGas and Omega Pipeline Systems


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Company will make additional payments of approximately $7.3 million for taxes and other transaction related fees, which will result in net proceeds of $60.3 million. Subsequent to this transaction, Crimson is the sole remaining operation of CorEnergy.

OVERVIEW AND BUSINESS OBJECTIVE

We are a publicly traded REIT focused on energy infrastructure. Our business strategy is to own and operate critical energy midstream infrastructure connecting the upstream and downstream sectors within the industry. Prior to the closing of the sale of MoGas and Omega Pipelines, on January 19, 2024, we generated revenue from the transportation, via pipeline systems, of crude oil and natural gas for our customers in California and Missouri, respectively. These pipelines, consisting of our Crimson, MoGas, and Omega Pipeline Systems, are located in areas where it would be difficult to replicate rights-of-way or transport crude oil or natural gas via non-pipeline alternatives, resulting in our assets providing utility-like criticality in the midstream supply chain for our customers. As primarily regulated assets, the value of our regulated pipelines is supported by revenue derived from a cost-of-service methodology. The cost-of-service methodology is used to establish appropriate transportation rates based on several factors, including expected volumes, expenses, debt and return on equity. The regulated nature of the majority of our assets provides a degree of support for our profitability over the long-term, where the majority of our customers own the products shipped on, or stored in, our facilities. We believe these characteristics provide CorEnergy with the attractive attributes of other globally listed infrastructure companies, including high barriers to entry and predictable revenue streams, while mitigating risks and volatility experienced by other companies engaged in the midstream energy sector. We also believe that our strengths in the hydrocarbon midstream industry can be leveraged to participate in energy transition, such as CO2 transportation for sequestration projects.

SUMMARY OF 2023 RESULTS AND KEY EVENTS

A summary of results and key events for the fiscal year ended December 31, 2023 and relevant 2024 developments is as follows:

•Generated consolidated revenue of $131.6 million.

•Generated net loss of $272.8 million.

•Generated Adjusted EBITDA (a non-GAAP financial measure) of $23.9 million.

•Transported an annual average of 156,029 bpd of crude oil.

•Advanced proposed cost-of-service based tariff increases as a result of volume shortfalls, including:

◦A 36% tariff increase on Crimson's SPB system, of which 10% and 21% were effective as of March 2023 and March 2024, respectively. This rate case is pending regulatory approval.

◦A 128% tariff increase on Crimson’s KLM system, of which 21% was effective in October 2023. This rate case is pending regulatory approval.

◦On May 9, 2024, the CPUC approved Crimson's Southern California rate case that, among other things, approved 22% of the total 35% rate increase originally requested and allowed for retroactive charge and collection of the rate beginning in January 2023. The amount and timing associated with the collection of these charges is uncertain at the time of this filing and the Company is required to file an Advice Letter prior to the completion of the recovery.

HOW WE GENERATE REVENUE

We earn revenue from transporting or storing crude oil and natural gas for our customers. Our revenue is generated based on a:

•Fixed-fee per unit of commodity transported during the period; or

•Fixed fee for reserved capacity.

Crimson Pipeline System

Our Crimson Pipeline System is an approximately 2,000-mile crude oil transportation pipeline system, which includes approximately 1,100 active miles, with associated storage facilities located in southern California and the San Joaquin Valley. The pipeline network provides a critical link between California crude oil production and California refineries. Revenue is primarily generated based on a fixed-fee tariff paid on each barrel of crude oil transported on our pipeline system. Our tariffs are regulated by the CPUC under a cost-of-service methodology. Although the majority of our Crimson pipeline volumes are not contractually obligated to be transported on our pipelines, our pipelines have provided transportation services to the same refineries for decades. Our pipeline system provides a safe, reliable, economical and environmentally sustainable method of transporting crude oil from the California crude oil producers to the California refineries. Furthermore, we are generally the only pipeline providing a connection between the producers and our customers, which are the refineries we serve.

~~MoGas and Omega Pipeline Systems~~42

~~Our~~Table ~~MoGas~~of ~~Pipeline~~Contents ~~System~~Glossary is an approximately 263-mile interstate natural gas pipeline regulated by the FERC. Our Omega Pipeline System is an approximately 75-mile natural gas distribution system providing unregulated service primarily to the U.S. Army’s Fort Leonard Wood military post in south-central Missouri. Our MoGas and Omega Pipeline Systems are part of aDefined system that provides the critical link between natural gas producing regions and local customers in Missouri. Our MoGas Pipeline System sources natural gas from four major interstate pipelines, Panhandle Eastern pipeline ("EPL"), Rockies Express pipeline ("REX"), Spire STL Pipeline ("STL") and Mississippi River Transmission pipeline ("MRT"). Our MoGas Pipeline System connects to these pipelines around the St. Louis area and transports the natural gas to south-central Missouri where it connects to our Omega Pipeline System. Our MoGas Pipeline System supplies several local natural gas distribution networks along its path. Our Omega Pipeline System primarily serves as a local natural gas delivery system for Fort Leonard Wood.Terms

~~Our~~obligated ~~MoGas~~to ~~Pipeline~~be ~~System~~transported ~~generates~~on ~~approximately~~our ~~92%~~pipelines, ofour ~~its~~pipelines ~~revenue~~have ~~from~~provided ~~take-or-pay~~ transportation ~~contracts~~services ~~with~~to ~~investment-grade customers. The majority of~~ the ~~system's~~same ~~revenue~~refineries isfor ~~generated~~decades. ~~under~~Our apipeline ~~long-term~~system ~~contract~~provides ~~with~~ a ~~remaining~~safe, ~~term~~reliable, ofeconomical, ~~approximately~~and ~~eight~~environmentally ~~years.~~sustainable ~~Our~~method ~~Omega~~of ~~Pipeline~~transporting ~~System’s~~crude ~~revenues~~oil ~~are~~from ~~unregulated~~the ~~and~~California ~~are~~crude ~~generated~~oil ~~under~~producers ato ~~firm~~the ~~capacity~~California ~~contract for which lease treatment has been applied~~refineries. ~~The~~Furthermore, ~~remaining~~we ~~life~~are ofgenerally the ~~contract~~only ispipeline ~~approximately~~providing ~~three~~a ~~years.~~connection ~~Given~~between ~~the~~such ~~nature~~producers ~~of the MoGas~~ and ~~Omega~~our ~~Pipeline Systems' contracts~~customers, ~~the~~which ~~revenue~~are ~~generated by these assets is only marginally dependent on~~ the ~~actual~~refineries ~~volume~~we ~~of natural gas transported~~serve.

MoGas Pipeline and Omega Pipeline Systems - Held-For-Sale

The MoGas Pipeline System is a 263-mile interstate natural gas pipeline regulated by the FERC. The Omega Pipeline System is a 75-mile natural gas distribution system providing unregulated service primarily to the U.S. Army’s Fort Leonard Wood military post. The MoGas and Omega Pipeline Systems are part of a broader system that provides the critical link between natural gas-producing regions and local customers in Missouri. The MoGas Pipeline System sources natural gas from three major interstate pipelines, Panhandle Eastern pipeline, Rockies Express pipeline and Mississippi River Transmission pipeline. The MoGas Pipeline System connects to these three pipelines around the St. Louis area and transports the natural gas to south-central Missouri where it connects to the Omega Pipeline System. The MoGas Pipeline System supplies several local natural gas distribution networks along its path. The Omega Pipeline System primarily serves as a local natural gas delivery system for Fort Leonard Wood.

The MoGas Pipeline System generates the majority of its revenue from take-or-pay transportation contracts with investment-grade customers. The majority of the system's revenue is under a long-term contract with a remaining term of approximately seven years. Omega Pipeline System’s revenues are unregulated and are generated under a firm capacity contract for which lease treatment has been applied. The remaining life of the contract is approximately two years. Given the nature of the MoGas and Omega Pipeline Systems' contracts, the revenue generated by these assets is marginally dependent on the actual volume transported.

HOW WE EVALUATE OUR OPERATIONS

Our management uses a variety of financial and operating metrics to analyze our performance. These metrics, which are significant factors in assessing our operating results and profitability, include: (i) volumes; (ii) revenue (including ~~pipeline loss allowance ("~~PLA")); (iii) total operating and maintenance expenses (including maintenance capital expenses); (iv) Adjusted Net Income (a non-GAAP financial measure); (v) Cash Available for Distribution (~~"CAD") (~~a non-GAAP financial measure); and (vi) Adjusted EBITDA (a non-GAAP financial measure). For the definitions and further details on the calculations of non-GAAP financial measures used in this ~~Report~~report, see the section below titled "Non-GAAP Financial Measures."

Volumes and Revenue

Our revenue is primarily generated by transporting either crude oil or natural gas from a supply source to an end customer. Our assets have provided this service for the same customers for many decades.

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Crimson Pipeline System

The amount of revenue generated by our Crimson Pipeline System depends on the volume of crude oil transported through our pipelines multiplied by the fixed-fee tariff, or transportation rate, applicable for the specific movement. These volumes are dependent on crude oil production in California because our assets are not directly connected to crude oil import facilities. Volumes may also be impacted by individual refinery decisions regarding crude oil sourcing. The fixed-fee tariff, or transportation rate, is the other major determinate of our revenue. The majority of our tariffs are regulated by the CPUC under a cost-of-service methodology that provides long term support for our revenue.

In addition to the fixed-fee tariff, we also earn PLA for the majority of the crude oil volume we transport. As is common in the pipeline transportation industry, as crude oil is transported, Crimson receives as PLA between 0.1% and 0.25% of the majority of crude oil volume transported in order to offset any measurement uncertainty or actual volumes lost in transit. We receive payments either in-kind or in cash, at market value for the crude oil, with the majority of the payments being in-kind. For in-kind payments, we record the revenue as Transportation and Distribution revenue at a net realizable market price for the crude oil and place the PLA volumes into inventory. The inventory is subsequently sold, typically within one to two months, and recognized as PLA subsequent sales revenue with an offsetting expense of PLA subsequent sales cost of revenue.


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Tariff Rate Cases and Volumes

We have pending applications with the CPUC to raise tariffs on our San Pablo Bay and KLM pipelines by 36% and 128%, respectively. All applications are being protested by at least one shipper. As a result, the full increases are currently not effective. However, in accordance with CPUC rules, we increased tariffs by 10% on the San Pablo pipelines on March 1, 2023 and again on March 1, 2024. We increased tariffs by 10% on KLM on October 1, 2023. These increases are subject to refund if the CPUC determines that they were not justified. On May 9, 2024, the CPUC approved Crimson's Southern California rate case that, among other things, approved 22% of the total 35% rate increase originally requested and allowed for retroactive charge and collection of the rate beginning in January 2023. The amount and timing associated with the collection of these charges is uncertain at the time of this filing and the Company is required to file an Advice Letter prior to the completion of the recovery. For the year ended December 31, 2023, average throughput volumes on the San Pablo, Southern California and KLM pipelines were 75,470 bpd, 50,652 bpd, and 10,909 bpd, respectively. During the year ended December 31, 2023, average rates per barrel of throughput on the San Pablo, Southern California and KLM pipelines were $1.74, $1.44, and $1.85, respectively. There can be no assurances as to the ultimate outcome of these pending tariff rate cases.

MoGas and Omega Pipeline Systems

The amount of revenue generated by ~~our~~the MoGas and Omega Pipeline Systems relies on fixed-payment contracts with our customers. These contracts are reservation charges with little dependence on actual volumes transported.

Operations and Maintenance Expenses

Our pipelines have similar fixed and variable operating, maintenance, and regulatory requirements. Our major operations and maintenance expenses consist of:

• labor expenses;

• repairs and maintenance expenses;

• insurance costs (including liability and property coverage); and

• utility costs (including electricity and natural gas).

The majority of our costs remain stable across broad ranges of throughput volumes, but can vary depending upon the level of both planned and unplanned maintenance activity in particular reporting periods. Utility cost is the primary expense ~~which~~that fluctuates based on throughput volumes and also fluctuates based on commodity prices.

FACTORS AFFECTING THE COMPARABILITY OF OUR FINANCIAL RESULTS

The comparability of our current financial results, in relation to prior reporting periods, is affected by the transactions described below. As a result, comparisons between the year-to-date periods ended December 31, 2022 and the year-to-date periods ended December 31, 2021 and 2020 are of limited usefulness. The financial results should be read in connection with the financial information in our Current Reports on Form 8-K filed February 10, 2021, Form 8-K/A filed April 22, 2021, Form 8-K/A filed September 3, 2021, Form 8-K filed on March 9, 2023 and Form 8-K/A filed on March 24, 2023.

•On June 30, 2020, the Pinedale LGS was sold to Ultra Wyoming, the former tenant under the Pinedale Lease Agreement and a wholly owned subsidiary of UPL, and, consequently, is not included in our 2021 results.

•Effective February 1, 2021, the Company acquired a 49.50% voting interest in Crimson as described elsewhere in this Report.

•Effective February 1, 2021, we sold the Grand Isle Gathering System as partial consideration for the purchase of the 49.50% voting interest in Crimson.

•On July 6, 2021, following stockholder approval at the Company's 2021 Annual Meeting, we completed the Internalization transaction whereby we acquired our previous external manager, Corridor. Pursuant to a Contribution Agreement, we issued to the Contributors, based on each Contributor's percentage ownership in Corridor, an aggregate of: (i) 1,153,846 shares of Common Stock, (ii) 683,761 shares of the newly created Class B Common Stock, and (iii) 170,213 depositary shares of Series A Preferred Stock.

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As a result of the Internalization transaction, we now (i) own all material assets of Corridor used in the conduct of the business, and (ii) are managed by officers and employees who previously worked for Corridor. Additional information on the Internalization transaction can be found in our Current Report on Form 8-K filed with the SEC on July 12, 2021.

Basis of Presentation

The consolidated financial statements for the year ended December 31, ~~2022~~2023 include CorEnergy Infrastructure Trust, Inc. its direct and indirect wholly -owned subsidiaries, and consolidated VIEs for which CorEnergy is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation, and our net earnings have been reduced by the portion of net earnings attributable to non-controlling interests, when applicable.

RESULTS OF OPERATIONS

The following table summarizes the financial data and key operating statistics for CorEnergy for the years ended December 31, ~~2022~~2023 and ~~2021~~2022. We believe the operating results detail presented below provide investors with information that will assist them in analyzing our operating performance. ~~However, beginning in 2021, the operations of the Company differ due to the acquisition of Crimson effective February 1, 2021 and the resulting disposition of the GIGS assets.~~ The following data should be read in conjunction with our consolidated financial statements and the notes thereto included in Part IV, Item 15 of this ~~Report~~report.

~~The following table and discussion are a summary of our results of operations for the years ended December 31, 2022 and 2021:~~44

	For the Years Ended December 31,
	2022		2021
Revenue
Transportation and distribution	$	122,008,768	$	116,536,612
Pipeline loss allowance subsequent sales	10,753,732		8,606,850
Lease and other	885,107		2,990,334
Total Revenue	133,647,607		128,133,796
Expenses
Transportation and distribution	63,825,083		58,146,006
Pipeline loss allowance subsequent sales cost of revenue	9,370,802		8,194,040
General and administrative	22,367,912		26,641,161
Depreciation, amortization and ARO accretion	16,076,326		14,801,676
Loss on impairment of goodwill	16,210,020		—
Loss on impairment and terminated lease	—		5,977,423
Total Expenses	127,850,143		113,760,306
Operating Income	$	5,797,464	$	14,373,490
Interest expense	$	(13,928,439)	$	(12,742,157)
Other income	283,217		769,682
Loss on extinguishment of debt	—		(861,814)
Income tax expense, net	(1,671,911)		(4,074,759)
Net Loss	(9,519,669)		(2,535,558)
Other Financial Data(1)
Adjusted EBITDA	$	40,361,843	$	43,591,789
Adjusted Net Income	$	8,073,050	$	11,973,197
Cash Available for Distribution	$	(1,586,901)	$	(1,377,083)
Capital Expenditures
Maintenance Capital	$	7,283,476	$	7,339,994
Expansion Capital	$	2,762,986	$	6,763,551
Volume
Average Volume (bpd) - Crude Oil	166,009		189,635
(1) Refer to the "Non-GAAP Financial Measures" section that follows for additional details, including reconciliation to the corresponding GAAP measure.


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~~Year~~The ~~Ended~~following ~~December 31,~~table ~~2022~~and ~~Compared~~discussion toare ~~Year~~a ~~Ended~~summary of our results of operations for the years ended December 31, ~~2021~~2023 and 2022:

Revenue


	For the Years Ended December 31,
	2023		2022
Revenue
Transportation and distribution	$	118,460,499	$	122,367,155
Pipeline loss allowance subsequent sales	12,699,864		10,753,732
Lease and other	407,544		526,720




Total Revenue	$	131,567,907	$	133,647,607
Expenses
Transportation and distribution	$	75,134,129	$	63,825,083
Pipeline loss allowance subsequent sales cost of revenue	12,423,097		9,370,802

General and administrative	27,916,082		22,367,912
Depreciation and amortization	14,111,980		16,076,326



Loss on impairment of goodwill	—		16,210,020
Loss on impairment of long-lived assets	258,315,556		—



Total Expenses	$	387,900,844	$	127,850,143
Operating Income (loss)	$	(256,332,937)	$	5,797,464



Interest expense	$	(18,087,219)	$	(13,928,439)
Other income	749,423		283,217










Income tax benefit (expense), net	840,643		(1,671,911)
Net Loss	$	(272,830,090)	$	(9,519,669)





Other Financial Data(1)
Adjusted EBITDA	$	23,933,699	$	40,361,843
Adjusted Net Income (Loss)	$	(7,729,716)	$	8,073,050
Cash Available for Distribution	$	(33,216,031)	$	(1,586,901)

Capital Expenditures
Maintenance Capital	$	10,933,009	$	7,283,476
Expansion Capital	$	1,810,747	$	2,762,986
Volume
Average Volume (bpd) - Crude Oil	156,029		166,009




(1) Refer to the "Non-GAAP Financial Measures" section that follows for additional details, including reconciliation to the corresponding GAAP measure.

Transportation and Distribution. Transportation and distribution revenue increased by $5.5 million during the year ended December 31, 2022, compared to the year ended December 31, 2021, which included 11 months of Crimson activity due to the Crimson acquisition, which became effective February 1, 2021. This increase is primarily due to Crimson activity. Higher realized transportation rates contributed $7.8 million to the increase and higher earned PLA contributed $1.1 million, both of which were partially offset by lower average daily crude oil transportation volumes, which contributed $3.6 million to the decrease. 45

Total Crimson crude oil transportation volumes for the year ended December 31, 2022 were approximately 60.6 million bbls (166,009 bpd) as compared to approximately 63.3 million bbls (189,635 bpd) for the prior year, which represent 11 months of activity for Crimson in 2021. Despite the lower overall volumes, the transportation occurred on pipelines with higher rates in 2022, compared to 2021. During the second half of 2022, crude oil transportation volume benefited from third-party operational issues, which lasted through the end of the year and altered the sourcing patterns of the refineries served by the Company. Additionally, the Company implemented tariff adjustments on certain Crimson pipelines during the year, which also increased revenue.

MoGas and Omega transportation and distribution revenue relies on fixed-payment contracts with our customers and did not materially change during the referenced periods.

Pipeline Loss Allowance Subsequent Sales. Pipeline loss allowance subsequent sales revenue, which represents the revenue on sale of crude oil inventory increased by $2.1 million during the year ended December 31, 2022, compared to the year ended December 31, 2021. This is primarily due to higher realized sales prices, partially offset by lower PLA volumes sold, with total PLA sales of 111,000 bbls during the year ended December 31, 2022 at an average of $97 per bbl, compared to total PLA sales of 123,000 bbls during the year ended December 31, 2021 at an average of $70 per bbl.

Lease and Other. Lease and other revenues decreased $2.1 million during the year ended December 31, 2022, compared to the year ended December 31, 2021 due to lower buy/sell revenue and the expiration and non-renewal of crude oil storage contracts.

Expenses

Transportation and Distribution. Transportation and distribution expenses increased by $5.7 million during the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase is primarily due to recognizing a full year with Crimson in 2022. The year ended December 31, 2022 included pipeline release remediation costs of $1.2 million, an increase of $914 thousand from the year ended December 31, 2021, which are not expected to be reflective of costs in future periods. Additionally, the year ended December 31, 2022 included costs incurred to file and defend tariff rate cases of $1.8 million, which we do expect to recur in 2023.

Pipeline Loss Allowance Subsequent Sales Cost of Revenue. Pipeline loss allowance subsequent sales cost of revenue expense increased by $1.2 million during the year ended December 31, 2022, compared to the year ended December 31, 2021. This increase is due to higher costs of inventory, partially offset by lower sales volumes, with total PLA sales of 111,000 bbls sold during the year ended December 31, 2022 at an average cost of $84 per bbl, compared to 123,000 bbls sold during the year ended December 31, 2021 at an average cost of $67 per bbl.

General and Administrative. General and administrative expenses decreased by $4.3 million during the year ended December 31, 2022, as compared to the year ended December 31, 2021, primarily due to lower acquisition and professional fees, which decreased by $5.7 million, partially offset by a full 12 months of Crimson in 2022, which increased general and administrative expenses by $1.4 million. Acquisition and professional fees decreased due to incremental costs incurred during the prior year associated with the Crimson acquisition and Internalization transaction, which did not recur during the current year.

Loss on Impairment of Goodwill. Loss on impairment of Goodwill expense increased by $16.2 million during the year ended December 31, 2022 due to impairment charges that were recorded during the current period that were not present in the prior period. Refer to a full discussion of the goodwill impairment within Part I, Item I. Note 9 ("Goodwill").

Loss on Impairment and Terminated Lease. Loss on impairment and terminated lease expense of $6.0 million was recorded during the year ended December 31, 2021, but did not recur during the year ended December 31, 2022. This impairment was primarily incurred in connection with the disposition of the GIGS asset as partial consideration to acquire our 49.50% voting interest in Crimson. Refer to Part I, Item I. Note 5 ("Leased Properties And Leases") for further details.


Table of Contents						Glossary of Defined Terms

~~Interest~~Year ~~Expense.~~Ended ~~Interest expense increased by $1.2 million during the year ended~~ December 31, ~~2022,~~2023 ~~compared~~Compared to ~~the~~Year ~~year~~Ended ~~ended~~ December 31, ~~2021,~~2022 ~~primarily due to one additional month of interest incurred on the Crimson Revolver and higher interest rates.~~

~~Loss on Extinguishment of Debt~~Revenue. Loss on the extinguishment of debt expenses of $862 thousand was recorded during the year ended December 31, 2021 and did not recur during the year ended December 31, 2022. This expense was incurred in connection with the Crimson acquisition, at which time the Company terminated the CorEnergy Credit Facility with Regions Bank and wrote off the associated deferred debt issuance costs of $862 thousand. For additional information, see Part I, Item I. Note 14 ("Debt").

~~For~~Transportation ~~the~~and ~~comparison~~Distribution. ofTransportation ~~our~~and ~~results~~distribution ofrevenue ~~operations~~decreased ~~for~~by $3.9 million during the ~~years~~year ended December 31, ~~2021~~2023, ~~and~~compared ~~December~~to the year ended December 31, ~~2020~~2022, primarily due to lower crude oil transportation volume and ~~discussion~~lower ofearned ~~our~~PLA, ~~operating~~partially ~~activities~~offset by higher average transportation rates. Crude oil transportation volumes for the year ended December 31, ~~investing~~2023 ~~activities~~were ~~and~~156,029 ~~financing~~bpd ~~activities~~as compared to 166,009 bpd for ~~these~~the ~~years~~year ended December 31, ~~refer~~2022, which contributed $5.5 million to ~~Part~~the IIdecrease. The decrease in crude oil transportation volume was primarily due to third-party operational issues that benefited the Company during 2022, ~~Item~~but 7were alleviated during the first quarter of 2023. ~~Management’s~~Those ~~Discussion~~third-party ~~and~~operational ~~Analysis~~issues altered the sourcing patterns of ~~Financial~~the ~~Condition~~refineries served by the Company beginning in the second quarter of 2022 and ~~Results~~lasted through January of ~~Operations~~2023. inThe weighted average transportation rate increased from $1.44 to $1.51 due to the ~~Annual~~impact ~~Report~~of rate increases on ~~Form~~all ~~10-K~~pipelines, ~~for~~offset by weighting of volumes transported on lower tariff pipelines. The increase in weighted average transportation rates offset the ~~fiscal~~decrease in revenue by $4.0 million. Additionally, earned PLA decreased $2.4 million for the year ended December 31, 2023 as compared to the year ended December 31, ~~2021~~2022, ~~filed~~primarily due to lower commodity prices associated with ~~the~~earned ~~SEC~~PLA. MoGas and Omega transportation and distribution revenues rely on ~~March~~fixed-payment ~~14,~~contracts ~~2022~~with our customers and did not materially change during the referenced periods.

Pipeline Loss Allowance Subsequent Sales. Pipeline loss allowance subsequent sales revenue, which represents the revenue on sale of crude oil inventory increased by $1.9 million during the year ended December 31, 2023, compared to the year ended December 31, 2022. This is primarily due to an increase in PLA sales volumes, offset by lower realized sales prices. Sales volumes for the year ended December 31, 2023 were 161,850 bbls compared to 111,000 bbls for the year ended December 31, 2022, which contributed $4.0 million to the increase. Additionally, average sales prices for the year ended December 31, 2023 were $78 per bbl, compared to an average of $97 per bbl during the year ended December 31, 2022, which contributed $2.0 million negatively to the change.

Expenses.

Transportation and Distribution. Transportation and distribution expenses increased by $11.3 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase is primarily due to higher management restructuring costs of $1.1 million related to the reorganization of Crimson management, higher asset maintenance expense of $4.7 million, higher utilities cost of $1.0 million, higher regulatory compliance and non-recurring pipeline release costs of $1.8 million, higher outside service costs of $1.0 million and higher right-of-way costs of $500 thousand.

Pipeline Loss Allowance Subsequent Sales Cost of Revenue. Pipeline loss allowance subsequent sales cost of revenue expense increased $3.1 million during the year ended December 31, 2023, compared to the year ended December 31, 2022 primarily due to an increase in PLA sales volumes, offset by lower cost of inventory. Sales volumes for the year ended December 31, 2023 were 161,850 bbls compared to 111,000 bbls during the year ended December 31, 2022, which contributed $3.9 million in higher costs to the change. Additionally, the cost of inventory for the year ended December 31, 2023 was $77 per bbl, compared to $84 per bbl during the year ended December 31, 2022, which contributed $851 thousand in lower costs to the change.

General and Administrative. General and administrative expenses increased $5.5 million during the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Employee-related costs for the year ended December 31, 2023 increased $1.1 million compared to the year ended December 31, 2022, primarily due to higher management restructuring costs of $887 thousand and higher contract labor costs of $450 thousand.

Professional services costs for the year ended December 31, 2023 increased $4.0 million compared to the year ended December 31, 2022, primarily due to higher costs associated with legal services, the MoGas and Omega asset sale and the Company's ongoing change of control application.

Other general costs for the year ended December 31, 2023 increased approximately $400 thousand compared to the year ended December 31, 2022. The increase in other expenses is due to various cost categories, including system and IT related items, office expenses and certain shared office expense reimbursements that Crimson received in 2022 but did not recur in 2023.

Loss on Impairment of Goodwill. Loss on impairment of Goodwill expense decreased $16.2 million during the year ended December 31, 2023 due to no impairment charges recorded during the current period. Refer to a full discussion of the goodwill impairment within Part I, Item I. Note 9 ("Goodwill").


Table of Contents						Glossary of Defined Terms

Loss on impairment of long-lived assets. During the preparation of the 2023 annual consolidated financial statements, the Company re-assessed and ultimately shortened the useful lives of the Crimson assets. This assessment included an evaluation of the continued declining volumes transported and increasing expenses on the Crimson system, as well as the challenges associated with the implementation of the Company’s tariff rate cases. As a result of these factors, the Company determined the carrying value of certain of its long-lived assets were not recoverable and the carrying value was greater than the fair value and accordingly recorded a loss on impairment of long-lived assets of $258.3 million.

Interest Expense. Interest expense increased $4.2 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to higher interest rates.

For the comparison of our results of operations for the years ended December 31, 2022 and December 31, 2021 and discussion of our operating activities, investing activities and financing activities for these years, refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 29, 2023.

ASSET PORTFOLIO AND RELATED DEVELOPMENTS

Descriptions of our asset portfolio and related operations, are included in Part I, Item 2, "Properties" and in Part IV, Item 15, Note 5 ("Leased Properties And Leases"), Note 4 ("Transportation And Distribution Revenue") and Note 6 ("Financing Notes Receivable") included in this ~~Report~~report. This section provides additional information concerning material developments related to our asset portfolio during the year ended December 31, ~~2022~~2023 and through the date of this ~~Report~~report. For additional information concerning the sale of the GIGS asset effective February 4, 2021, refer to the disclosure under the heading "Sale and Impairment of the Grand Isle Gathering System" in Part IV, Item 15, Note 5 ("Leased Properties And Leases") in this Report and for additional information concerning the sale of the Pinedale LGS effective June 30, 2020, refer to the disclosure under the heading "Impairment and Sale of the Pinedale Liquids Gathering System" in Part IV, Item 15, Note 5 ("Leased Properties And Leases") in this Report.

Crimson Pipeline System

Oil volumes transported on our San Pablo Bay and KLM pipelines in 2022 and early 2023 were unusual compared to historical patterns due to factors beyond ~~our~~the Company’s control, resulting in revenue swings from quarter to quarter. ~~These~~Since ~~conditions~~the ~~included~~first aquarter ~~sudden~~of ~~and~~2023, ~~significant drop in~~ volumes on ~~our~~these ~~San~~pipelines ~~Pablo~~have ~~Bay~~remained ~~pipeline~~lower ~~due~~but torelatively ~~the decision of customers to use a competitor pipeline to move their production to refineries not serviced by us~~consistent. ~~These~~Similar volumes ~~then~~are ~~returned~~included ~~when~~in ~~the~~our ~~competitor~~2024 ~~pipeline~~forecast, ~~shutdown~~as ~~for~~well ~~unplanned~~as ~~maintenance.~~in ~~During~~our ~~the~~applications ~~first~~with ~~quarter of 2023,~~ the ~~volumes~~CPUC ~~again~~to ~~reverted~~raise ~~away~~tariffs ~~from~~on our San Pablo Bay, ~~pipeline~~KLM ~~when~~and ~~the~~Southern ~~competitor~~California ~~pipeline returned to service~~pipelines.

OnKern ~~November~~County’s 2,ability ~~2022,~~to aissue ~~Kern~~oil ~~County~~and ~~Superior~~gas ~~Court~~drilling ~~ruling~~permits ~~allowed~~continues ~~Kern~~to ~~County~~be tosuspended, ~~resume~~which ~~issuance~~is ofaffecting crude oil ~~and~~volumes ~~gas~~produced ~~drilling~~in ~~permits,~~California. ~~which~~The ~~had~~suspension ~~been~~was ~~halted~~upheld ~~since~~by ~~October~~the ~~2021.~~California ~~This~~Court ~~may~~of ~~slow~~Appeals ~~the~~on ~~decline~~March 7, 2024, due to deficiencies in the County's Environmental Impact Report. As a result, oil production ~~that~~may iscontinue ~~occurring~~to indecline ~~Kern~~and ~~County,~~could accelerate the ~~primary~~decline ~~source~~in ofvolumes ~~oil~~on ~~for~~ our KLM and San Pablo Bay pipelines.

On ~~October~~April 41, ~~2021~~2024, aPhillips ~~pipeline~~66 ~~ruptured~~announced ~~off~~its ~~the~~140,000 ~~coast~~bpd ofSan ~~California~~Francisco ~~and~~refinery ~~caused~~in ~~an offshore oil spill near Huntington Beach~~Rodeo, California. ~~The~~had ~~pipeline~~ceased isprocessing ~~not~~all ~~owned~~petroleum byfeedstocks ~~the~~and ~~Company~~has ~~nor~~been ~~does~~processing ~~the~~only ~~Company~~renewable ~~own~~feedstocks orat ~~operate~~the ~~any~~facility ~~affected~~since ~~offshore~~that ~~platforms or pipelines~~time. A ~~Historically,~~significant ~~the~~portion ~~Company~~of ~~has received barrels transported by~~ the ~~affected~~refinery’s ~~pipeline,~~crude atoil anwas ~~average~~historically ofsourced ~~approximately~~via ~~4,600~~a ~~bpd~~dedicated ~~over~~Phillips ~~the~~66 ~~four~~pipeline ~~months~~system ~~prior~~from to the ~~incident,~~San ~~which~~Joaquin ~~generated average monthly revenue~~Valley, ~~including~~the ~~PLA,~~same source of ~~approximately~~volumes ~~$98~~for ~~thousand~~the ~~during~~Company's ~~that time~~pipelines. The ~~This~~crude ~~production~~oil ~~has~~previously ~~been~~consumed ~~shut~~by ~~down~~Phillips ~~since~~66 ~~the~~from ~~date of~~ the ~~rupture~~San ~~and~~Joaquin ~~there~~Valley is nonow ~~plan~~being totransported ~~return~~elsewhere, ~~the~~though ~~affected~~volumes ~~pipeline~~delivered toon ~~service~~Crimson inpipelines ~~the foreseeable future. We~~ have ~~filed~~not ~~applications~~changed ~~with~~significantly ~~the~~or ~~California~~consistently ~~Public~~during ~~Service~~this ~~Commission to increase our rates to offset the revenue and cost impact of lower volumes~~period.

On January 31, 2023, Phillips 66 reaffirmed its plans to convert its 140,000 bpd San Francisco refinery in Rodeo, California to renewable transportation fuels, with operations expected to commence in Q1 2024. Upon project completion, the refinery will no longer process crude oil. Currently, the refinery sources a significant portion of their crude oil, via a dedicated Phillips 66 pipeline system, from the San Joaquin Valley which is the same source of volumes for the Company's pipelines. Following the conversion, the crude oil being consumed by Phillips 66 from the San Joaquin Valley will need to be transported to another refinery, which could provide additional growth opportunities for volumes delivered on Crimson pipelines.

On August 31, 2022, the California State Legislature passed SB 1137, which would prohibit any oil and gas permits from being issued within 3,200 feet of “sensitive receptors,” including homes and schools, amongst other named facilities. California state law allows any bill passed by the Legislature to be put to a vote if sufficient signatures are collected within 90 days of passage. Sufficient signatures were collected, resulting in the bill being put on the November 2024 ballot as a referendum. The bill cannot be put into effect until after the election. Should it pass, volumes on the Company’s Southern California pipelines may decline at a faster than historical rate.

On January 24, 2023, the Los Angeles County Board of Supervisors passed an ordinance that would ban all new oil and gas drilling and phase out current production over a 20-year period. The ordinance was scheduled to take effect 30 days after passage but legal challenges were raised, which may delay or stop implementation. Should the ordinance pass, volumes on the Company’s Southern California pipelines may decline at a faster than historical rate.

4247


Table of Contents						Glossary of Defined Terms

but legal challenges were raised, which could delay or stop implementation. Should the ordinance pass, volumes on the Company’s Southern California pipelines may decline at a faster than historical rate.

MoGas Pipeline System

STL Interconnect Project

On December 15, 2022, the FERC reissued a permanent Certificate of Public Convenience and Necessity for the Spire STL Pipeline, which is connected to our STL Interconnect Project.

NON-GAAP FINANCIAL MEASURES

We use certain financial measures that are not recognized under GAAP. The non-GAAP financial measures used in this ~~Report~~report include Adjusted Net Income (Loss), CAD, and Adjusted EBITDA. These supplemental measures are used by our management team and are presented herein because we believe they help investors understand our business, performance, and ability to earn and distribute cash to our stockholders, provide for debt repayments, provide for future capital expenditures and provide for repurchases or redemptions of ~~any series of~~ our preferred stock. We have discontinued disclosing certain non-GAAP financial measures applicable to REITs as this information is not utilized by management in evaluating operations.

We offer these measures to assist the users of our financial statements in assessing our operating performance under GAAP, but these measures are non-GAAP measures and should not be considered measures of liquidity, alternatives to net income (loss) or indicators of any other performance measure determined in accordance with GAAP. Our method of calculating these measures may be different from methods used by other companies and, accordingly, may not be comparable to similar measures as used by other companies. Investors should not rely on these measures as a substitute for any GAAP measure, including net income (loss) and cash flows from operating activities or revenues. Management compensates for the limitations of Adjusted Net Income (Loss), CAD, and Adjusted EBITDA as analytical tools by reviewing the comparable GAAP measures, understanding the differences between non-GAAP measures compared to (as applicable) operating income, net loss and net cash provided by operating activities, and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management considers in evaluating our operating results. ~~The financial impacts of the Crimson assets represent the period subsequent to the February 1, 2021 acquisition for the non-GAAP measurements outlined below.~~

Adjusted Net Income (Loss) and Cash Available for Distribution

We believe Adjusted Net Income (Loss) is an important performance measure of our profitability as compared to other midstream infrastructure owners and operators. Our presentation of Adjusted Net Income (Loss) represents net income (loss) adjusted for loss on impairment of goodwill, loss on impairment ~~and disposal~~ of ~~leased~~long-lived ~~property~~assets, ~~loss~~transaction oncosts ~~termination of lease, loss on extinguishment of debt, other accruals write-off,~~ and ~~transaction-related~~restructuring costs, ~~transaction bonus,~~ less gain on the sale of equipment. Adjusted Net Income (Loss) presented by other companies may not be comparable to our presentation, since each company may define these terms differently.

Management considers CAD an appropriate metric for assessing capital discipline, cost efficiency and balance sheet strength. Although CAD is the metric used to assess our ability to make distributions, this measure should not be viewed as indicative of the actual amount of cash available for distributions or planned for distributions for a given period. Instead, CAD should be considered indicative of the amount of cash available for distributions after mandatory debt repayments and other general corporate purposes. Our presentation of CAD represents Adjusted Net Income (Loss) adjusted for depreciation, ~~amortization~~ and ~~ARO accretion~~amortization, amortization of debt issuance costs, stock-based compensation, and deferred tax expense (benefit), less transaction~~-related~~ costs, ~~transaction~~restructuring ~~bonus~~costs, maintenance capital expenditures, preferred dividend requirements, and mandatory debt amortization.

Adjusted Net Income (Loss) and CAD should not be considered as measures of liquidity and should not be considered as alternatives to operating income, net income (loss), cash flows from operations or other indicators of performance determined in accordance with GAAP. The following table presents a reconciliation of Net Loss, as reported in the Consolidated Statements of Operations, to Adjusted Net Income (Loss) and CAD:

4348


Table of Contents						Glossary of Defined Terms

	For the Year Ended
	For the Year's Ended December 31,
		December 31, 2022		December 31, 2021
		2023		2022
Net Loss		$	(9272,~~519~~830,~~669~~090)	$	(29,~~535~~519,~~558~~669)
Add:
Loss on impairment of goodwill		~~16,210,020~~—		—16,210,020
Loss on impairment and disposal of leased property		—		5,811,779
Loss on impairment of long-lived assets		258,315,556		—
Loss on termination of lease		—		165,644
Transaction costs		4,223,577		1,422,377
Loss on extinguishment of debt		—		861,814
Restructuring costs		2,562,315		—
Other accruals write-off		—		(297,800)
Transaction costs		1,422,377		6,947,334
Transaction bonus		—		1,036,492
Less:
Gain on the sale of equipment		391,~~678~~074		1639,~~508~~678
Adjusted Net Income		$	8(7,~~073~~729,~~050~~716)	$	118,~~973~~073,~~197~~050
Add:
Depreciation, amortization and ARO accretion		16,076,326		16,406,557
Depreciation and amortization		14,111,980		16,076,326
Amortization of debt issuance costs		1,~~648~~472,~~242~~565		—1,648,242
Stock-based compensation		~~612~~304,~~117~~859		22612,~~500~~117
Deferred tax expense		1,498,584		4,076,290
Deferred tax expense (benefit)		(867,451)		1,498,584
Less:
Transaction costs		14,~~422~~223,~~377~~577		61,~~947~~422,~~334~~377
Transaction bonus		—		1,036,492
Restructuring costs		2,562,315		—
Maintenance capital expenditures		710,~~283~~933,~~476~~009		7,~~339~~283,~~994~~476
Preferred dividend requirements - Series A		9,552,519		9,~~395~~552,~~604~~519
Preferred dividend requirements - Non-controlling interest		3,236,848		3,~~136~~236,~~203~~848
Mandatory debt amortization		810,000,000		68,000,000
Cash Available for Distribution		$	(133,~~586~~216,~~901~~031)	$	(1,~~377~~586,~~083~~901)

The ~~financial~~following ~~impacts~~table ofreconciles ~~the~~net ~~Crimson~~cash ~~assets~~provided ~~represent~~by ~~the~~operating ~~period~~activities, ~~subsequent~~as toreported in the ~~February 1,~~Consolidated ~~2021~~Statements ~~acquisition.~~of Cash Flow to CAD:

	For the Year Ended
	For the Year's Ended December 31,
		December 31, 2022		December 31, 2021
		2023		2022
Net cash provided by operating activities		$	296,~~879~~428,~~708~~585	$	1629,~~716~~879,~~351~~708
Changes in working capital		(35,~~393~~922,~~766~~240)		8(3,~~076~~393,~~167~~766)
Other accruals write-off		—		(297,800)
Maintenance capital expenditures		(10,933,009)		(7,283,476)
Maintenance capital expenditures		(7,283,476)		(7,339,994)
Preferred dividend requirements - Series A		(9,552,519)		(9,552,519)
Preferred dividend requirements		(9,552,519)		(9,395,604)
Preferred dividend requirements - Non-controlling interest		(3,236,848)		(3,236,848)
Preferred dividend requirements - non-controlling interest		(3,236,848)		(3,136,203)
Mandatory debt amortization included in financing activities		(10,000,000)		(8,000,000)
Mandatory debt amortization included in financing activities		(8,000,000)		(6,000,000)
Cash Available for Distribution (CAD)		$	(33,216,031)	$	(1,586,901)
Cash Available for Distribution		$	(1,586,901)	$	(1,377,083)
Other Special Items:
Transaction costs		$	14,~~422~~223,~~377~~577	$	61,~~947~~422,~~334~~377
Transaction bonus		—		1,036,492
Restructuring costs		$	2,562,315	$	—
Other Cash Flow Information:
Net cash used in investing activities		$	(1116,~~136~~114,~~960~~809)	$	(8411,~~807~~136,~~408~~960)
Net cash used in financing activities		(12,452,842)		(19,965,274)
Net cash provided by (used in) financing activities		5,375,470		(12,452,842)

The financial impacts of the Crimson assets represent the period subsequent to the February 1, 2021 acquisition.

Table of Contents Glossary of Defined Terms

Adjusted EBITDA

We believe the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations and that Adjusted EBITDA is a widely accepted financial indicator of a company's ability to incur and service debt, fund capital expenditures, and make dividends and distributions. Adjusted EBITDA is a supplemental financial measure that, along with other measures, can be used by management and external users of our consolidated financial statements, such as industry analysts, investors, and commercial banks, to assess the following:


Table of Contents						Glossary of Defined Terms

•our operating performance as compared to other midstream infrastructure owners and operators, without regard to financing methods, capital structure, or historical cost basis;

•the ability of our assets to generate cash flow to make distributions; and

•the viability of acquisitions and capital expenditures and the returns on investment of various investment opportunities.

Our presentation of Adjusted EBITDA represents net income (loss) adjusted for items such as loss on impairment of goodwill, loss on impairment ~~and disposal~~ of ~~leased property, loss on termination of lease, loss on extinguishment of debt, write~~long-~~offs~~lived ~~of other accruals~~assets, transaction ~~related~~ costs, and ~~transaction~~restructuring ~~bonus~~costs. Adjusted EBITDA is further adjusted for depreciation, ~~amortization~~ and ~~ARO accretion expense~~amortization, stock-based compensation, income tax (benefit) expense, and interest expense, less gain on the sale of equipment. Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently. Adjusted EBITDA should not be considered a measure of liquidity and should not be considered as an alternative to operating income, net loss or other indicators of performance determined in accordance with GAAP. The following table presents a reconciliation of Net Loss, as reported in the Consolidated Statements of Operations, to Adjusted EBITDA:

	For the Year Ended
	For the Year's Ended December 31,
		December 31, 2022		December 31, 2021
		2023		2022
Net Loss		$	(9272,~~519~~830,~~669~~090)	$	(29,~~535~~519,~~558~~669)
Add:
Loss on impairment of goodwill		~~16,210,020~~—		—16,210,020
Loss on impairment and disposal of leased property		—		5,811,779
Loss on impairment of long-lived assets		258,315,556		—
Loss on termination of lease		—		165,644
Transaction costs		4,223,577		1,422,377
Loss on extinguishment of debt		—		861,814
Restructuring costs		2,562,315		—
Other accruals write-off		—		(297,800)
Depreciation and amortization		14,111,980		16,076,326
Transaction costs		1,422,377		6,947,334
Stock-based compensation		304,859		612,117
Transaction bonus		—		1,036,492
Income tax (benefit) expense, net		(840,643)		1,671,911
Depreciation, amortization and ARO accretion expense		16,076,326		14,801,676
Interest expense, net		18,087,219		13,928,439
Stock-based compensation		612,117		—
Income tax expense, net		1,671,911		4,074,759
Interest expense, net		13,928,439		12,742,157
Less:
Gain on sale of equipment		$1,074	~~39,678~~	$39,678	~~16,508~~
Adjusted EBITDA		$	4023,~~361~~933,~~843~~699	$	4340,~~591~~361,~~789~~843

As discussed in Note 20 ("Restatement Of Prior Period"), on March 3, 2023 the Company determined the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Reports on Form 10-Q for the quarterly periods in each of the fiscal years ended December 31, 2021 and 2022 required restatement due to an error in its accounting for earnings per share (“EPS”) and the allocation of net income to non-controlling interest arising from over allocation of net income from Crimson to non-controlling interest.

The misstatement in EPS and net income allocated to non-controlling interest did not impact the Company’s primary financial metrics including non-GAAP financial information, nor were any forward-looking financial metrics affected by the errors. This includes the primary financial metrics used by the Company’s management team to monitor and evaluate the business including Net Loss, Adjusted Net Income, Adjusted EBITDA, Cash Available for Distribution, liquidity and debt-to-EBITDA leverage ratio. These non-GAAP financial metrics are the primary metrics used by the Company's Board of Directors in determining the appropriateness of paying Preferred and Common dividends, and as such, the over allocation of income to non-controlling interest and related impacts to EPS would not have changed the dividend decisions made during the Non-Reliance Periods. While not a primary financial metric used by management to evaluate the business, it should also be noted that the impact of over allocating

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net income to non-controlling interest had resulted in a lower reported Net Income to CorEnergy Stockholders, and Common Stock EPS, for the Non-Reliance Periods compared to what should have been reported.

Additionally, certain of the errors in EPS are associated with the calculation of EPS under the two-class method which was required after the issuance of the Company’s Class B Common Stock in July of 2021, which will mandatorily convert to Common Stock in Q1 2024. The Company currently expects the conversion to occur at the lower 0.68:1 ratio based on current dividend forecasts and the Company does not expect to disclose EPS for both Common Stock and Class B Common Stock following this conversion. The error in non-controlling interest allocation is associated with Crimson securities held by the non-controlling interest that have not been eligible for conversion into Company securities as a result of delays in the CPUC decision on the change of control application.

DIVIDENDS

Our portfolio of energy infrastructure real property assets generates cash flow from which, weif sufficient, allows us to pay distributions to stockholders. WeHistorically, ~~pay~~we have paid dividends based on what we believe iswas the median long-term cash -generating ability of our assets, adjusted for special items. ~~For~~The ~~the year ended December 31, 2022, the~~ primary sources of our stockholder distributions have historically included transportation and distribution revenue from our Crimson, MoGas, and Omega Pipeline Systems.

~~Quarterly,~~Deterioration wein ~~plan~~the onexpected ~~distributing~~cash flows from our ~~CAD~~Crimson ~~less~~Pipeline ~~appropriate~~System ~~reserves~~has ~~established~~impacted atour ability to fund distributions to stockholders and on February 6, 2023, we announced the ~~discretion~~suspension of ~~our~~all ~~Board~~dividends due to a combination of ~~Directors~~declining ~~which~~volumes ~~could~~and ~~include,~~increased ~~but~~costs ~~are~~in ~~not~~our ~~limited~~California ~~to:~~systems.

~~•providing~~Distributions ~~for~~to common stockholders are recorded on the ~~proper~~ex-dividend ~~conduct~~date ofand distributions to preferred stockholders are recorded when declared by our ~~business~~Board. ~~including~~The ~~reserves~~dividends on our Series A Preferred Stock are cumulative, and any accumulated unpaid dividends must be paid before resuming dividends to the common stockholders. The characterization of any distribution for ~~future~~federal ~~capital~~income ~~expenditures;~~tax purposes will not be determined until after the end of the taxable year.

~~•providing~~A REIT is generally required to distribute during the taxable year an amount equal to at least 90% of the REIT taxable income (determined under Code Section 857(b)(2), without regard to the deduction for ~~additional~~dividends ~~debt~~paid). ~~repayment~~We ~~beyond~~intend ~~mandatory~~to ~~amortization;~~adhere to this requirement in order to maintain our REIT status. The Company's Board will continue to determine the amount of any distribution that we expect to pay our stockholders. Dividend payouts may be affected by cash flow requirements and remain subject to other risks and uncertainties.

~~•providing~~The ~~for~~Grier ~~repurchases~~Members orhold ~~redemptions~~an economic interest in Crimson via the issuance of ~~any~~Crimson ~~series~~Class A-1, Class A-2 and Class A-3 Units at the closing of ~~our~~the ~~preferred~~Crimson ~~stock~~Transaction. orUpon ~~securities~~CPUC ~~convertible~~approval, the Grier Members have the right to convert their Crimson Class A-1, Class A-2 and Class A-3 Units into ~~preferred~~our ~~stock;~~securities.

~~•compliance with applicable law or any loan agreement, security agreement, debt instrument or other agreement or obligation; or~~50

•providing additional reserves as determined appropriate by the Board.

Deterioration in the expected cash flows from our Crimson Pipeline System has impacted our ability to fund distributions to stockholders and on February 6, 2023, the Company announced the suspension of all dividends due to a combination of declining volumes and increased costs in our California systems. There can be no assurances as to our ability to reinstitute dividend payments to stockholders in future periods or the timing or levels thereof. The Company's Board of Directors will continue to evaluate our dividend payments on a quarterly basis.

Distributions to common stockholders are recorded on the ex-dividend date and distributions to preferred stockholders are recorded when declared by the Company's Board of Directors. The characterization of any distribution for federal income tax purposes will not be determined until after the end of the taxable year.

A REIT is generally required to distribute during the taxable year an amount equal to at least 90% of the REIT taxable income (determined under Code Section 857(b)(2), without regard to the deduction for dividends paid). We intend to adhere to this requirement in order to maintain our REIT status. The Company's Board of Directors will continue to determine the amount of any distribution that we expect to pay our stockholders. Dividend payouts may be affected by cash flow requirements and remain subject to other risks and uncertainties.

The Grier Members hold an economic interest in Crimson via the issuance of Class A-1, Class A-2 and Class A-3 Units at the closing of the Crimson Transaction. Upon CPUC approval, the Grier Members have the right to convert their Class A-1, Class A-2 and Class A-3 Units into our securities.

As of December 31, 2022, each of these securities are convertible as follows: Class A-1 Units into depositary shares representing the Company's 7.375% Series A Cumulative Redeemable Preferred Stock, the Class A-2 and Class A-3 Units into the Company's Class B Common Stock. However, prior to conversion, the Class A-1, Class A-2 and Class A-3 Units receive distributions as if they were the corresponding Company securities. For a description of the dividend rights, redemption rights, voting rights, and exchange and conversion rights of the Class A-1, Class A-2 and Class A-3 Units see Note 16 ("Stockholder's Equity").


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During February 2023, the Board suspended dividends on all securities. Accordingly, the Crimson Class A-2 and Class A-3 Units will not be eligible for dividends. Dividends will accumulate in the amount of $0.4609375 quarterly, per depositary share, for our Series A Preferred Stock and the Crimson Class A-1 Units.

As of December 31, 2023, each of these securities are convertible as follows: the Crimson Class A-1 Units are convertible into depositary shares representing the Company's 7.375% Series A Cumulative Redeemable Preferred Stock, the Crimson Class A-2 and Class A-3 Units are convertible into the Company's Class B Common Stock. However, prior to conversion, the Crimson Class A-1, Class A-2 and Class A-3 Units receive distributions as if they were the corresponding Company securities. For a description of the dividend rights, redemption rights, voting rights, and exchange and conversion rights of the Crimson Class A-1, Class A-2 and Class A-3 Units see Note 15 ("Stockholders' Equity").

We do not expect to pay any further dividends with respect to the Company’s outstanding Common Stock and Series A Preferred Stock, or any distributions with respect to any other outstanding securities of the Company or Crimson, prior to the conclusion of our reorganization pursuant to the pending Chapter 11 Case, which reorganization we also expect will extinguish all claims related to the unpaid Series A Preferred Stock dividends discussed above. If we successfully complete such reorganization, in connection with future dividend distributions with respect to new equity securities issued pursuant to the Chapter 11 Case, we will review taxable income on a regular basis and take measures, if necessary, to ensure that we meet the minimum distribution requirements to maintain our status as a REIT.

Class B Common Stock

The Class B Common Stock Articles Supplementary establish the terms of the Class B Common Stock, which are substantially similar to the Company’s Common Stock, including voting rights, except that the Class B Common Stock is subordinated to the Common Stock with respect to dividends and liquidation preferences and will automatically convert into Common Stock under certain circumstances. The Company does not intend to list the Class B Common Stock on any exchange.

Voting Rights. Class B Common Stock will vote together with the holders of Common Stock, voting as a single class, with respect to all matters on which holders of the Common Stock are entitled to vote. The Company may not authorize or issue any additional shares of Class B Common Stock beyond the number authorized in the Class B Common Stock Articles Supplementary without the affirmative vote of at least 66-2/3% of the outstanding shares of Class B Common Stock. Any amendment to the Company’s charter that would alter the rights of the Class B Common Stock must be approved by the affirmative vote of the majority of the outstanding Class B Common Stock.

Dividends. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, holders of the Class B Common Stock are entitled to receive dividends to the extent authorized by the Company’s Board ~~of Directors~~ and declared by the Company pursuant to a formula based on the amount of dividends declared on the Company’s Common Stock. For each fiscal quarter ending June 30, 2021 through and including the fiscal quarter ending March 30, 2024, each share of Class B Common Stock will be entitled to receive dividends (the "Class B Common Stock Dividends"), subject to Board approval, equal to the quotient of (i) the difference of (A) CAD (a non-GAAP financial measure) for the most recently completed quarter and (B) 1.25 multiplied by the Common Stock Base Dividend, divided by (ii) shares of Class B Common Stock issued and outstanding multiplied by 1.25. In no event will the Class B Common Stock Dividend per share be greater than any dividends per share authorized by the Board ~~of Directors~~ and declared with respect to the Common Stock during the same quarter and no Class B Common Stock Dividend will accrue until after April 1, 2021. As is the case for Common Stock, Class B Common Stock Dividends are not cumulative.

Conversion. ~~The~~Pursuant ~~shares~~to the terms of the Articles Supplementary, the Class B Common Stock ~~will~~was ~~convert~~converted to Common Stock on February 4, 2024 at a ~~one-for-one~~ratio ~~basis~~of ~~upon~~0.68:1.00, ~~the~~resulting ~~first~~in to464,957 ~~occur~~new shares of ~~the~~Common ~~following:~~Stock and zero shares of Class B Common Stock outstanding.

~~•the Board of Directors authorizes and the Company declares a quarterly dividend per share of outstanding Common Stock in excess of the then-applicable Common Stock Base Dividend;~~51

•the issuance of additional shares of Common Stock other than in connection with: (i) any director or management compensation plan or equity award, (ii) the Company’s Dividend Reinvestment Plan, (iii) any conversion rights of the Company’s existing 5.875% Convertible Notes or Series A Preferred Stock, (iv) any exchange for fair value for the issuance of Common Stock (as determined by the Company’s Board of Directors), or (v) any stock split, reverse stock split, stock dividend or similar transaction in which the shares of Class B Common Stock share equally; or

•the Board of Directors authorizes and the Company declares a quarterly dividend per share to the Class B Common Stock equal to the then-applicable Common Stock Base Dividend for any four consecutive fiscal quarters beginning with the fiscal quarter ending June 30, 2022 through the fiscal quarter ending March 31, 2024.

To the extent conversion does not occur pursuant to the above, then the Class B Common Stock will convert to Common Stock on February 4, 2024 at a ratio equal to the quotient obtained by dividing (i) (A) the quotient of the then-applicable last twelve months CAFD divided by the product of (x) 1.25 and (y) four times (4x) the then-applicable Common Stock Base Dividend per share, less (B) the number of then-outstanding shares of Common Stock; by (ii) the number of then-outstanding shares of Class B Common Stock; provided, however, that the ratio shall not be less than 0.6800 shares of Common Stock per share of Class B Common Stock or greater than 1.000 shares of Common Stock per share of Class B Common Stock. As of December 31, 2022, the Company expects the conversion rate to be 0.6800 shares of Common Stock per share of Class B Common Stock.

The following table sets forth Common Stock distributions for the years ended December 31, 2022 and 2021. Distributions are shown in the period in which they were declared.


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Common Dividends
	Amount
2022
Fourth Quarter	$	0.0500
Third Quarter	0.0500
Second Quarter	0.0500
First Quarter	0.0500
2021
Fourth Quarter	$	0.0500
Third Quarter	0.0500
Second Quarter	0.0500
First Quarter	0.0500

The following table sets forth Common Stock distributions for the years ended December 31, 2023 and 2022. Distributions are shown in the period in which they were declared.

The following table sets forth preferred stock distributions for the years ended December 31, 2022 and 2021:


Common Stock Dividends
	Amount
2023
Fourth Quarter	$	—
Third Quarter	—
Second Quarter	—
First Quarter	—

2022
Fourth Quarter	$	0.0500
Third Quarter	0.0500
Second Quarter	0.0500
First Quarter	0.0500

Preferred Dividends
	Amount
2022
Fourth Quarter	$	0.4609375
Third Quarter	0.4609375
Second Quarter	0.4609375
First Quarter	0.4609375
2021
Fourth Quarter	$	0.4609375
Third Quarter	0.4609375
Second Quarter	0.4609375
First Quarter	0.4609375

The following table sets forth preferred stock distributions for the years ended December 31, 2023 and 2022:


Preferred Dividends
	Amount
2023
Fourth Quarter	$	—
Third Quarter	—
Second Quarter	—
First Quarter	—

2022
Fourth Quarter	$	0.4609375
Third Quarter	0.4609375
Second Quarter	0.4609375
First Quarter	0.4609375

Crimson Dividend Declarations

Class A-1 Units(1)
	Amount
2023
Fourth Quarter	$	—
Third Quarter	—
Second Quarter	—
First Quarter	—
2022
Fourth Quarter	$	0.4609375
Third Quarter	0.4609375
Second Quarter	0.4609375
First Quarter	0.4609375
2021
(1) The Company's Board authorized the declaration of dividends of $0.4609375 per depositary share for its 7.375% Series A Preferred Stock payable in cash. Pursuant to the terms of Crimson's Third LLC Agreement, this determination by the Company's Board entitled the holders of Crimson's Class A-1 Units to receive, from Crimson, a cash distribution of $0.4609375 per unit.
Fourth Quarter	$	0.4609375
Third Quarter	0.4609375
Second Quarter	0.4609375
First Quarter	—
(1) The Company's Board of Directors authorized the declaration of dividends of $0.4609375 per depositary share for its 7.375% Series A Preferred Stock payable in cash. Pursuant to the terms of Crimson's Third LLC Agreement, this determination by the Company's Board of Directors entitled the holders of Crimson's Class A-1 Units to receive, from Crimson, a cash distribution of $0.4609375 per unit.

CorEnergy Series B Preferred Stock

On April 28, 2021, the Company's Board of Directors authorized the declaration of dividends on the Company's Series B Preferred Stock of $0.25 per share (paid in kind), as if such securities had been outstanding, in accordance with the terms of the Crimson Third LLC Agreement.

On July 28, 2021, the Company’s Board of Directors authorized the declaration of dividends on the Company's Series B Preferred Stock of $0.25 per share, as if such securities had been outstanding, in accordance with the terms of the Crimson Third LLC Agreement. The dividends were prorated for the period May 31, 2021 to June 30, 2021. For dividend purposes, June 30, 2021 was the final day each security earned dividends before conversion. The Series B Preferred Stock prorated dividend was paid in kind, as follows:

Table of Contents Glossary of Defined Terms

•the Board of Directors’ authorization of deemed dividends on the Series B Preferred Stock entitled the holders of Crimson's outstanding Class A-2 Units to receive, from Crimson, a distribution of $0.25 per unit (prorated through the June 30, 2021 conversion date), which was paid in kind as described in the Article Supplementary. An aggregate of 24,414 additional Class A-2 Units were issued to such holders, based on a stated value of $25.00 per unit, for all declared dividends through the conversion date.

During February 2023, the Company's Board of Directors suspended dividends on all securities. Accordingly, the Crimson Class A-1, Class A-2 or Class A-3 units will not be eligible for dividends. Dividends will accumulate in the amount of $0.4609375 per depositary share for our 7.375% Series A Cumulative Redeemable Preferred Stock, including the A-1 Units.

FEDERAL AND STATE INCOME TAXATION

In 2013 we qualified, and in March 2014 we elected (effective as of January 1, 2013), to be treated as a REIT for federal income tax purposes. Because certain of our assets may not produce REIT-qualifying income or be treated as interests in real property, those assets are held in wholly -owned TRSs in order to limit the potential that such assets and income could prevent us from qualifying as a REIT.


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We elected to be taxed as a REIT for 2013 and subsequent years and generally will not pay federal income tax on taxable income of the REIT that is distributed to our stockholders. As a REIT, our distributions from earnings and profits will be treated as ordinary income, and generally will not qualify as QDI. To the extent that the REIT had accumulated C corporation earnings and profits from the periods prior to 2013, we distributed such earnings and profits in 2013. In addition, to the extent we receive taxable distributions from our TRSs, or the REIT received distributions of C corporation earnings and profits, such portion of our distribution is generally treated as QDI. While regular REIT dividends are not eligible for the reduced QDI tax rates, with respect to taxable years beginning after December 31, 2017 and before January 1, 2026, Section 199A of the Code typically permits a 20% deduction against taxable income for noncorporate taxpayers for qualified business income, which includes dividends from a REIT received during the tax year that is not a capital gain dividend or a dividend qualifying for the QDI rate, subject to certain income and holding period limitations.

As a REIT, we hold and operate certain of our assets through one or more wholly -owned TRSs. Our use of TRSs enables us to continue to engage in certain businesses while complying with REIT qualification requirements and also allows us to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. As was done with our subsidiary Omega in 2017, and as warranted in the future, we may elect to reorganize and transfer certain assets or operations from our TRSs to our C corporation or other subsidiaries, including qualified REIT subsidiaries.

If we cease to qualify as a REIT, we, as a C corporation, would be obligated to pay federal and state income tax on our taxable income. For ~~2022~~2023, the federal income tax rate for a corporation was 21%.

OnIMPACT ~~March 27,~~OF ~~2020,~~INFLATION ~~the~~AND ~~CARES~~RISING ~~Act~~INTEREST was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. As a result of the enacted NOL carryback provisions, the Company recorded an income tax benefit of approximately $410 thousand in the prior year.RATES

OnWe ~~December 27,~~have ~~2020,~~experienced ~~the~~significant ~~Consolidated~~increases ~~Appropriations~~in ~~Act~~interest rates, ~~2021 was enacted. The Consolidated Appropriations Act included the Taxpayer Certain~~ and ~~Disaster Relief Act (~~the ~~"Disaster~~cost ~~Relief Act") and the COVID-related Tax Relief Act~~ of ~~2020~~energy, ~~(the~~transportation, ~~"COVID~~and ~~Relief Act")~~distribution. The ~~Disaster~~Company's ~~Relief~~effective ~~Act~~interest ~~and~~rate on the ~~COVID~~Crimson ~~Relief~~Credit ~~Act~~facility ~~extend~~was aapproximately ~~myriad of credits and other COVID-19 relief~~8.41% Wefor ~~have evaluated~~ the ~~impact~~year ofended ~~the~~December 31, ~~Disaster Relief Act and COVID Relief Act~~2022, and ~~determined~~10.18% ~~that~~at itthe ~~did~~year ~~not~~ended ~~have~~December 31, ~~a material impact on us~~2023. We ~~will~~repaid ~~continue~~and tocanceled ~~assess~~ the ~~impact~~Crimson ofCredit ~~new~~Facility ~~tax~~on ~~legislation~~January 19, as2024 ~~well~~ as ~~any~~a ~~future~~part ~~regulations~~of ~~and~~the ~~updates~~sale ~~provided~~of by the ~~tax~~MoGas ~~authorities.~~and ~~Refer~~Omega ~~to Part IV, Item 15, Note 7 ("Income Taxes") for additional information~~Pipelines.

~~MAJOR TENANTS~~SEASONALITY

AsVolumes oftransported ~~December 31,~~by ~~2022,~~Crimson ~~following~~have ~~the~~been ~~sale~~generally ofdeclining ~~the~~since ~~Grand~~2021, ~~Isle~~with ~~Gathering~~high ~~System~~levels of volatility on ~~February 4,~~a ~~2021,~~quarterly ~~and~~basis. ~~following~~We ~~the~~expect ~~sale~~that ofvolatility ~~the~~to ~~Pinedale~~continue ~~LGS~~in ~~and~~2024. ~~termination~~Maintenance ofactivities ~~the~~can ~~Pinedale~~be ~~Lease~~performed ~~Agreement~~at onany ~~June 30~~time during the year, ~~2020~~however, we ~~now~~may have nocertain ~~significant~~quarters ~~leases~~where asmaintenance aexpenditures ~~lessor.~~are ~~For~~materially ~~additional~~higher ~~information~~than ~~concerning~~other ~~the~~quarters ~~disposal~~in of the ~~GIGS~~year. ~~lease~~Currently, ~~see~~our ~~Part~~San I,Pablo ~~Item~~Bay 2,pipeline ~~"Properties"~~is ~~and~~operating ~~Part~~in IVblended service, ~~Item~~where 15heavy crude oil is mixed with lighter crude oil. Historically, ~~Note~~however, 5it ~~("Leased~~has ~~Properties~~also ~~And~~operated ~~Leases")~~as ~~included~~a inbatched ~~this~~system, ~~Report~~which would include a seasonal minimum volume. The ~~Company~~minimum ~~did~~volume ~~not~~is ~~have~~required ~~any~~because ~~material~~heavy ~~lease~~crude ~~revenues~~oil ~~from~~must ~~major~~be ~~tenants~~heated ~~for~~to ~~the~~be ~~years~~transported ~~ended~~via ~~December~~the 31pipeline, ~~2022~~with ~~and~~the ~~2021.~~lowest ~~Lease~~allowed ~~revenues~~minimum ~~for~~volume typically occurring in the ~~year~~months ~~ended~~from July to September and the highest allowed minimum volume typically occurring from December 31 to March, ~~2020~~with ~~were~~the ~~allocated~~actual toeffective ~~Pinedale~~periods atdependent 52on the ground temperature.0% ~~and~~The ~~Grand~~historical ~~Isle~~average ~~Gathering~~quarterly ~~System~~crude atoil 47volumes by pipeline for Crimson are provided in the table below.~~6%.~~


Crimson Midstream Holdings Average Crude Oil Volume for Quarter Ended (bpd):	San Pablo Bay	KLM	Southern California	Cardinal	Total (bpd):




March 31, 2022	87,815	11,594	48,341	27,966	175,716
June 30, 2022	72,185	12,674	47,185	27,158	159,202
September 30, 2022	96,464	18,658	45,711	3,915	164,748
December 31, 2022	97,130	21,604	45,212	817	164,763
March 31, 2023	76,800	13,234	46,554	14,150	150,738
June 30, 2023	73,091	10,876	50,636	21,475	156,078
September 30, 2023	71,200	7,509	52,750	20,494	151,953
December 31, 2023	75,470	10,909	50,652	18,998	156,029

The MoGas and Omega Pipeline Systems generally have stable revenues throughout the year and complete necessary pipeline maintenance during the "non-heating" season, or quarters two and three. Therefore, operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. The MoGas and Omega Pipeline Systems were sold to Spire on January 19, 2024.


Table of Contents						Glossary of Defined Terms

IMPACT OF INFLATION AND DEFLATION

We have experienced significant increases in interest rates, the cost of energy, transportation, and distribution. The Company's effective interest rate on the Crimson Credit facility was approximately 8.41% at the year ended December 31, 2022 and we expect the effective interest rate on the Crimson Credit Facility to range between 8.0% and 10.0% in 2023. We expect this trend of increasing interest rates will continue into 2023. These inflationary trends have and may continue to have a material adverse impact on our results of operations.

LIQUIDITY AND CAPITAL RESOURCES

Overview

At December 31, ~~2022~~2023, we had liquidity of ~~approximately~~ $3213.8 5 million, comprised of cash. This cash position was supplemented as a result of the sale of MoGas and Omega on January 19, 2024, which generated $1760.8 3 million ~~plus~~in ~~revolver~~proceeds ~~availability~~to the Company after taxes, transaction-related costs and repayment of the $15108.05 million due associated with the Company's Crimson Credit Facility, which was fully repaid and terminated contemporaneously with the MoGas and Omega Pipelines sale. We use cash flows generated from MoGas and Omega operations and cash flows generated from our interest in Crimson's operations that are distributed to us, to fund current obligations, projected working capital requirements, debt service payments and dividend payments. ~~Distributions~~Prior to the repayment and cancellation of the Crimson Credit Facility, distributions from MoGas, Omega, and Crimson ~~are~~were subject to certain limitations as discussed under the "Crimson Credit Facility" below. ~~The~~Those ~~Company~~restrictions ~~does~~did not ~~expect those restrictions to~~ affect the ability of the Company to meet its cash obligations. Based on Management's current forecasts, we expect that future operating cash flows, together with current liquidity and proceeds from asset dispositions, will be sufficient to meet our ongoing working capital, operating requirements and debt covenants for the next 12 months. On February 6, 2023, the Company announced a suspension of dividends to further enhance liquidity to address near term debt maturities and continue its focus on reducing total leverage.

~~During~~Under the ~~first quarter of 2023~~RSA, ~~the~~we ~~Company~~have ~~retained~~agreed anto ~~advisor~~not ~~for~~incur ~~the~~any ~~sale~~material ofindebtedness ~~MoGas~~outside ~~and Omega. The Company expects to close~~ the ~~sale~~ordinary ~~during~~course ~~the third quarter~~ of ~~2023~~business, ~~with~~including ~~net~~seeking ~~proceeds~~bankruptcy ~~from~~court ~~the~~approval ~~sale~~to ~~utilized~~incur toindebtedness ~~repay~~without the ~~Crimson~~express ~~Credit~~written ~~Facility.~~consent ~~Additionally,~~of ~~any~~the ~~excess~~Consenting ~~proceeds may enable us to retire additional debt prior to maturity~~Noteholders.

~~Long-term~~As ~~liquidity~~discussed ~~requirements consist of maintenance expenditures~~above, ~~debt~~on ~~maturities~~March ~~and capital requirements. We currently believe that we will be able to repay~~11, ~~extend~~2024, ~~refinance~~the orNYSE ~~otherwise~~delisted ~~settle our debt maturities as~~ the ~~debt~~Company's ~~comes~~Common ~~due~~Stock and ~~that~~Series weA ~~will~~Preferred beStock ~~able~~from tothe ~~fund our remaining long-term liquidity requirements and commitments, as necessary~~NYSE. ~~However,~~The ~~there~~delisting ~~can~~constituted bea no"fundamental ~~assurance~~change" ~~that~~under ~~additional~~the ~~financing~~Indenture orgoverning ~~capital~~the ~~will~~Convertible ~~be available~~Notes, orwhich ~~that~~required ~~terms~~the ~~will~~Company beto ~~acceptable~~make oran ~~advantageous~~offer to ~~us.~~repurchase ~~Further,~~all ifof ~~our ability to access~~ the ~~capital~~outstanding ~~markets~~Convertible isNotes. ~~restricted,~~The orCompany ifdoes ~~debt~~not orhave ~~equity~~sufficient ~~capital~~cash ~~were~~on ~~unavailable~~hand or ifliquidity ~~debt~~to orrepurchase ~~equity~~all ~~capital~~of ~~were~~the ~~unavailable~~outstanding onConvertible ~~favorable terms~~Notes, orand atthe ~~all,~~failure ~~our ability~~ to ~~fund~~make ~~acquisition opportunities~~ or tocomplete ~~comply with~~ the ~~REIT~~repurchase ~~distribution~~offer ~~rules~~would ~~could~~result bein ~~adversely~~a ~~affected.~~default Weunder ~~may~~the ~~also~~Indenture. ~~fund~~Furthermore, ~~these~~as ~~liquidity~~discussed ~~requirements~~above, ~~with~~ the ~~proceeds~~filing ~~from~~of ~~asset~~the ~~dispositions.~~Chapter ~~However,~~11 ~~there~~Case ~~can~~constituted bean noevent ~~assurances~~of default that weaccelerated ~~will~~obligations beunder ~~able~~the toIndenture. ~~consummate~~We ~~any~~anticipate ~~such~~restructuring ~~asset~~the ~~dispositions~~Convertible onNotes ~~terms~~through ~~acceptable~~the orChapter ~~advantageous~~11 tobankruptcy ~~us or at all~~filing.

~~There~~Given ~~are~~the ~~acquisition~~event ~~opportunities that are in various stages~~ of ~~review,~~default and ~~consummation~~acceleration of ~~any~~the ~~such~~Convertible ~~opportunities~~Notes, ~~may~~as ~~depend~~well onas athe ~~number~~inherent ofrisks, ~~factors~~unknown ~~beyond~~results ~~our~~and ~~control.~~inherent ~~There~~uncertainties ~~can~~associated bewith nothe ~~assurance~~bankruptcy ~~that~~process ~~any~~and ofthe ~~these~~direct ~~acquisition~~correlation ~~opportunities~~between ~~will~~these ~~result~~matters inand ~~consummated transactions. As part of~~ our ~~disciplined~~ability ~~investment philosophy, we plan~~ to ~~use~~satisfy aour ~~moderate~~financial ~~level~~obligations ofthat ~~leverage~~may arise, ~~approximately~~the ~~25%~~Company tobelieves ~~50%~~that ofthere ~~assets,~~is ~~supplemented~~substantial ~~with~~doubt ~~accretive~~that ~~equity~~it ~~issuance~~will ascontinue ~~needed, subject~~ to ~~current~~operate ~~market~~as ~~conditions.~~a Wegoing ~~may~~concern ~~invest~~within inone ~~assets~~year ~~subject~~after tothe ~~greater~~date ~~leverage~~its ~~which~~consolidated ~~could~~financial bestatements ~~both~~are ~~recourse and non-recourse to us~~issued.

In order to maintain our NYSE listing of our Common Stock, our market capitalization of our Common Stock, including our Class B Common Stock, cannot be below $15 million for 30 consecutive trading days. This equates to a Common Stock share price of $0.94. Our Common Stock has declined significantly. There can be no assurances that we will be able to maintain such listing or obtain an alternative listing on another exchange as required under the indenture governing our Convertible Notes. Our failure to do so could result in an event of default under such indenture, which in turn, could trigger cross-defaults under our credit facility. Any such default would have a material adverse impact on our liquidity and capital resources. If our Common Stock is delisted from the NYSE we will be required to offer to repurchase the Convertible Notes at par value. See Risks Related to our Capital Stock.

Table of Contents Glossary of Defined Terms

Cash Flows - Operating, Investing, and Financing Activities

The following table presents our consolidated cash flows for the periods indicated below:

For the Years Ended December 31,

2022

2021

2023

2022

(As Restated)

Net cash provided by (used in):

Operating activities

296,~~879~~428,~~708~~585

1629,~~716~~879,~~351~~708

Investing activities

(1116,~~136~~114,~~960~~809)

(8411,~~807~~136,~~408~~960)

Financing activities

~~(12~~5,~~452~~375,~~842)~~470

(1912,~~965~~452,~~274~~842)

Net change in cash and cash equivalents

6(4,~~289~~310,~~906~~754)

~~(88~~6,~~056~~289,~~331)~~906

Cash Flows from Operating Activities

Net cash flows provided by operating activities for the year ended December 31, ~~2022~~2023 were primarily attributable to ~~(i)~~ $9272.58 million in net loss, partially offset by ii(i) ~~$16.1~~impairment ~~million~~of inlong-lived ~~depreciation,~~assets ~~amortization~~of ~~and~~$258.3 ~~ARO accretion~~million, ~~iii~~(ii) $1614.21 million ~~loss~~in ondepreciation ~~impairment~~and ofamortization, ~~goodwill~~ and iv(iii) $35.49 million in positive working capital changes.

Net cash flows provided by operating activities for the year ended December 31, ~~2021~~2022 were primarily attributable to ~~(i)~~ $29.5 million in net loss, iioffset by i) $816.1 million in ~~negative~~depreciation ~~working~~and ~~capital changes~~amortization, ~~offset by iii~~ii) $1416.82 million inloss ~~depreciation,~~on ~~amortization~~impairment ~~and~~of ~~ARO~~goodwill ~~accretion~~ and iviii) $53.84 million ~~loss~~in onpositive ~~impairment~~working ~~and~~capital ~~disposal of leased property~~changes.

Cash Flows from Investing Activities

Net cash used in investing activities for the year ended December 31, 2023 was primarily attributable to (i) $16.5 million of cash utilized to acquire property and equipment, offset by (ii) $1.2 million proceeds from reimbursable projects.

Net cash used in investing activities for the year ended December 31, 2022 was primarily attributable to (i) $13.9 million of cash utilized to acquire property and equipment, offset by (ii) $2.5 million proceeds from reimbursable projects.

Net cash used in investing activities for the year ended December 31, 2021 was primarily attributable to (i) $69.0 million of cash utilized to acquire our 49.50% voting interest in Crimson, net of cash acquired, (ii) purchases of property and equipment of $20.2 million offset by (ii) $3.1 million proceeds from reimbursable projects.54

Cash Flows from Financing Activities

Net cash used in financing activities for the year ended December 31, 2022 was primarily attributed to (i) common dividends paid of $2.2 million, (ii) preferred stock dividends paid of $9.6 million, (iii) distributions paid to non-controlling interests of $3.2 million, (iv) principal payments of $8.0 million on the Crimson Credit Facility, offset by v) net advances on the Crimson Revolver of $8.0 million, and (vi) net proceeds from financing arrangements of $2.5 million.

Net cash used in financing activities for the year ended December 31, 2021 was primarily attributed to (i) common dividends paid of $2.4 million, (ii) preferred dividends paid of $9.4 million, (iii) cash paid for debt financing costs of $2.7 million for the Crimson Credit Facility, (iv) distributions paid to non-controlling interests of $2.3 million, (v) net advances on the Crimson Revolver of $2.0 million, (vi) principal payments of $6.0 million on the Crimson secured credit facility, and (vii) net proceeds from financing arrangement of $0.9 million.

Tariff Rate Cases

We have pending applications with the CPUC to raise tariffs on our San Pablo Bay, Southern California and KLM pipelines by 36%, 35% and 127%, respectively. All applications are being protested by at least one shipper. As a result, the full increases are currently not effective. However, in accordance with CPUC rules, we increased tariffs by 10% on the San Pablo, Southern California and KLM pipelines on March 1 2023, August 1, 2022 and September 1, 2022, respectively. These increases are subject to refund if the CPUC determines that they were not justified. We anticipate implementing an additional 10% tariff increases on our San Pablo and Southern California pipelines in March 2024 and August 2023, respectively, if the current rate cases are not resolved before those times. For the year ended December 31, 2022, average throughput volumes on the San Pablo, Southern California and KLM pipelines were 88,415 bpd, 46,604 bpd and 16,127 bpd, respectively. Through the year ended December 31,


Table of Contents						Glossary of Defined Terms

~~2022,~~Cash ~~average~~Flows ~~rates~~from ~~per~~Financing ~~barrel of throughput on the San Pablo, Southern California and KLM pipelines were $1.61, $1.32 and $1.67, respectively.~~ Activities

Net cash used in financing activities for the year ended December 31, 2023 was primarily attributed to principal payments of $10.0 million on the Crimson Credit Facility, offset by i) net advances on the Crimson Revolver of $15.0 million, and (ii) net proceeds from financing arrangements of $898 thousand.

Net cash used in financing activities for the year ended December 31, 2022 was primarily attributed to (i) common dividends paid of $2.2 million, (ii) preferred stock dividends paid of $9.6 million, (iii) distributions paid to non-controlling interests of $3.2 million, (iv) principal payments of $8.0 million on the Crimson Credit Facility, offset by net advances on the Crimson Revolver of $8.0 million, and net proceeds from financing arrangements of $2.5 million.

Tariff Rate Cases and Volumes

Cumulative Unpaid Dividends

The Company currently has cumulative unpaid dividends on our Series A Preferred Stock of $9.6 million and the Crimson A-1 Units of $3.2 million. As discussed above, we expect that the Chapter 11 reorganization will extinguish all claims related to the unpaid dividends discussed above.

Asset Maintenance Expense and Capital Expenditures

Crude oil pipeline operations require significant expenditures to maintain, expand, upgrade or enhance existing operations and to meet environmental and operational regulations. Expenditures on pipeline maintenance are either expensed as incurred or capitalized and depreciated. The expensed activities are included in operating expense while the capitalizable expenditures are shown as maintenance capital and deducted when calculating CAD (a non-GAAP financial measure). Examples of expensed activities include in-line ~~inspections of the~~ pipeline inspections and tank integrity inspections. Examples of maintenance capital expenditures are those made to maintain the existing operating capacity of Crimson's assets and to extend their useful lives or other capital expenditures ~~that are~~ incurred in maintaining existing system volumes and related cash flows. In contrast, expansion capital expenditures are those made to acquire additional assets to grow Crimson's business, to expand and upgrade Crimson's systems and facilities and to construct or acquire new easements, systems or facilities.

The pipeline regulatory environment in California is one of the most stringent in the world, which generally results in additional operating and maintenance expenditures compared to other regions. ~~Over~~The ~~the past year, the~~ California regulators have increased their activity level in overseeing the pipeline activities in the state. This increased activity level ~~will~~has ~~likely~~resulted ~~result~~ in additional maintenance expenditures and may continue to increase in the future, but the additional specific financial impact is currently not known. We will continue to work closely with all regulators to ensure compliance with all rules and regulations, both new and existing.

In October 2015, the Governor of California signed the Oil Spill Response: Environmentally and Ecologically Sensitive Areas Bill ("AB-864") which requires new and existing pipelines located near environmentally and ecologically-sensitive areas connected to or located in the coastal zone to use best available technologies to reduce the amount of oil released in an oil spill to protect state waters and wildlife. The California Office of the State Fire Marshal has developed the regulations required by AB-864. The Company submitted recommendations for pipeline segment improvements in December 2021, which were subsequently accepted by the California Office of the State Fire Marshal in 2022. All expenditures are recoverable under the cost-of-service framework. The Company has begun the process of making the recommended modifications, ~~but~~and ~~most of~~ the expenditures will ~~occur~~continue ininto ~~the second half of 2023 and~~ 2024. The Company ~~has~~ submitted a filing with the CPUC to implement a surcharge on existing tariffs to recover the costs associated with the regulation. However, at least one shipper ~~has~~ protested the filing so the surcharge ~~cannot~~could not be implemented until the case iswas ruled on by the CPUC. The ~~CPUC~~Company ispreviously ~~expected~~submitted ~~to provide~~ a ~~ruling~~filing onwith the ~~surcharge~~CPUC ~~for~~to ~~AB-864~~implement ata ~~the~~surcharge ~~same~~on ~~time~~existing astariffs ~~the~~to ~~ruling~~recover on the ~~35%~~costs ~~tariff~~associated ~~increase~~with onthe ~~our~~AB-864 ~~Southern~~regulations, ~~California pipeline~~however, ~~which~~on isMay ~~currently~~9, ~~expected~~2024 ~~to occur in~~ the ~~fourth~~CPUC ~~quarter~~finalized ~~2023. This will result in~~ the ~~Company funding these expenses in advance of recovery by surcharge or tariff.~~

Crimson may incur substantial amounts of capital expenditures in certain periods in connection with large maintenance projects. In 2023, Crimson expects to incur asset maintenance expenses in a range of $9.0 million to $10.0 million and maintenance capital expenditures in a range of $10.0 million to $11.0 million.55

Maintenance Expenditures
Three Months Ended	Expense		Capital
March 31, 2021(1)	$	1,580,842	$	3,126,433
June 30, 2021	1,670,580		2,182,155
September 30, 2021	1,990,346		1,757,350
December 31, 2021	1,816,851		1,958,286
March 31, 2022	744,509		1,442,550
June 30, 2022	1,443,368		1,475,433
September 30, 2022	1,860,100		1,180,794
December 31, 2022	2,541,223		3,184,699
(1) Activity associated with the Crimson assets represent the period from January 1, 2021 to March 31, 2021.


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Company's Southern California rate case that, among other things, denied the Company's request to implement a surcharge to recover AB-864 costs, but did approve inclusion of those costs in the Southern California approved tariff.

Crimson may incur substantial amounts of capital expenditures in certain periods in connection with large maintenance projects. In 2024, Crimson expects to incur asset maintenance expenses of approximately $22.0 million and maintenance capital expenditures of approximately $2.0 million.


Maintenance Expenditures
Three Months Ended	Expense		Capital
March 31, 2021(1)	$	1,580,842	$	3,126,433
June 30, 2021	1,670,580		2,182,155
September 30, 2021	1,990,346		1,757,350
December 31, 2021	1,816,851		1,958,286
March 31, 2022	744,509		1,442,550
June 30, 2022	1,443,368		1,475,433
September 30, 2022	1,860,100		1,180,794
December 31, 2022	2,541,223		3,184,699
March 31, 2023	1,138,957		2,222,948
June 30, 2023	2,364,554		2,099,717
September 30, 2023	2,963,641		4,234,518
December 31, 2023	5,537,882		2,375,826
(1) Activity associated with the Crimson assets represent the period from January 1, 2021 to March 31, 2021.

Material Cash Requirements

The following table summarizes our material cash requirements and other obligations as of December 31, ~~2022~~2023:

	Principal		Less than 1 year		2-3 years		4-5 years		More than 5 years
Crimson Term Loan(1)	$	6656,000,000	$	1056,000,000	$	~~56,000,000~~—	$	—	$	—
Interest payments on Crimson Term Loan(2)			51,~~914~~285,~~720~~557		~~2,184,858~~—		—		—
Crimson Revolver(1)	3550,000,000		—50,000,000		~~35,000,000~~—		—		—
Interest payments on Crimson Revolver(2)			3960,~~328,286~~061		~~1,525,753~~—		—		—
5.875% Convertible Debt(1)	118,050,000		—		118,050,000		—		—
Interest payments on 5.875% Convertible Debt(1)			6,935,438		136,~~870~~935,~~875~~438		—		—
Leases(3)(4)			1976,~~215,193~~299		1,~~836~~954,~~462~~781		1,~~900~~919,~~148~~557		54,~~540~~737,~~305~~344
Notes payable(5)			3,989,745		936,250		—		—
Notes payable(4)			5,111,906		463,750		—		—
Totals			$	31,383,382	$	229,404,198	$	1,900,148	$	5,540,305
Series A Preferred Stock dividend requirements(5)			—		—		—
(1) See Part IV, Item 15, Note 14 ("Debt")
Distributions on Crimson Class A-1 Units(6)			—		—		—		—
(2) Forecasted interest rate between 8%-10%, See Part IV, Item 15, Note 14 ("Debt")
Totals			$	121,269,261	$	127,403,969	$	1,919,557	$	4,737,344
(1) As of the bankruptcy filing date of February 25, 2024, the Convertible Notes are in default and callable. See Part IV, Item 15, Note 14 ("Debt")
(2) As noted in Part IV, Item 15, Note 14 ("Debt"), the Company repaid the Crimson Credit Facility in January 2024. These amounts represent actual interest payments made in 2024 through the repayment and termination of the Crimson Credit Facility.
(3) See Part IV, Item 15, Note 5 ("Leased Properties and Leases")
(4) During 2022, Crimson entered into a new lease which will commence upon possession of the property, which is anticipated during the first-half of 2023. No lease payments are due for the first year. No right-of-use asset or operating lease liability has been recorded as of December 31, 2022.
(4) Notes payable is included in Accounts Payable and other accrued liabilities on the Consolidated Balance Sheet.
(5) Notes payable is included in Accounts Payable and other accrued liabilities on the Consolidated Balance Sheet.
(5) During the first quarter of 2023, the Company suspended dividend payments on the Series A Preferred Stock, which will accrue dividends annually at $1.84375 per share. Any accumulated Series A Preferred Stock dividends must be paid prior to the Company resuming common dividend payments. As of December 31, 2023, the accumulated $9.6 million in unpaid dividends has not been included in this table as we cannot reasonably determine when or if we will reinstate those dividend payments.
(6) Based on the suspension of dividend payments on the Company's Series A Preferred Stock, the Crimson Class A-1 Units will not receive dividends. As of December 31, 2023, the Grier Members have an unpaid distribution of $3.2 million that has not been included in this table as we cannot reasonably determine when or if we will declare dividends on the Company's Series A Preferred Stock, such that the Crimson Class A-1 units may be eligible for dividends again. Additionally, in connection with the Chapter 11 Case, the Company has incurred, and expects to continue to incur, significant professional fees and other costs.


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Capital Requirements

Capital spending for our business consists primarily of:

•Maintenance capital expenditures, which include costs required to maintain equipment reliability and safety and to address environmental and other regulatory requirements rather than to generate incremental CAD (a non-GAAP financial measure); and

•Expansion capital expenditures, which are undertaken primarily to generate incremental CAD (a non-GAAP financial measure) and include costs to acquire additional assets to grow our business and to expand or upgrade our existing facilities and to construct new assets, which we refer to collectively as organic growth projects. Organic growth projects include, for example, capital expenditures that increase storage or throughput volumes or develop pipeline connections to new supply sources.

During ~~2022~~2023, our maintenance capital spending was $710.39 million and our expansion capital spending was $21.8 million.

The Company believes its existing cash and cash equivalents, together with cash generated from operations and proceeds from asset dispositions, will be sufficient to fund its operations, satisfy its obligations, including cash outflows for planned capital expenditures, and comply with minimum liquidity and financial covenant requirements under its debt covenants for at least the next 12 months. We expect to finance our long-term liquidity requirements with borrowings under our credit facilities discussed below as well as debt and equity financing alternatives or proceeds from asset dispositions. The availability and terms of any such financing or asset disposition will depend upon market and other conditions and, in the case of a financing, our business, results of operations, financial condition and prospects. If we borrow the maximum amount available under our credit facilities, there can be no assurance that we will be able to obtain additional or substitute financing.

Revolving and Term Credit Facilities

Crimson Credit Facility

~~On February 4, 2021, in connection with the~~ Crimson ~~Transaction, Crimson~~ Midstream Operating and Corridor MoGas, ~~(collectively,~~as ~~the "Borrowers")~~borrowers, together with ~~Crimson,~~certain ~~MoGas~~subsidiary ~~Debt Holdco LLC~~guarantors, ~~MoGas,~~were ~~CorEnergy~~a ~~Pipeline~~party ~~Company,~~to ~~LLC,~~that ~~United~~certain ~~Property Systems,~~ Crimson ~~Pipeline, LLC and Cardinal Pipeline, L.P. (collectively, the "Guarantors") entered into the Crimson~~ Credit Facility with the agents and lenders from time to time party thereto ~~and Wells Fargo Bank, National Association, as Administrative Agent for such lenders, Swingline Lender and Issuing Bank~~. The Crimson Credit Facility ~~provides~~provided borrowing capacity of up to $155.0 million, consisting of: the $50.0 million Crimson Revolver, the $80.0 million Crimson Term Loan and an uncommitted incremental facility of $25.0 million. Upon closing of the Crimson Transaction, the Borrowers drew the $80.0 million Crimson Term Loan and $25.0 million on the Crimson Revolver. Subsequent to the initial closing, on March 25, 2021, Crimson contributed all of its equity interests in Crimson Midstream Services, LLC and Crimson Midstream I Corporation to Crimson Midstream Operating, and, effective as of May 4, 2021, such subsidiaries became additional Guarantors pursuant to the

53Outstanding balances under the facility were guaranteed by certain subsidiary guarantors and secured by all assets of the borrowers and guarantors (including the equity in such parties), other than any assets regulated by the CPUC and other customarily excluded assets. Under certain circumstances, the proceeds from specified asset sales were required to be used to repay the term loan and revolving credit facility after which the borrowing availability under the revolving credit facility will be reduced to $30.0 million. Additionally, no distributions could be made from the borrowers to their parent until the proceeds of specified asset sales have been used to repay the loans and other financial conditions have been met. The Company's total leverage ratio of 2.80 for the second quarter of 2023 violated the 2.75 covenant requirement and the Company utilized an equity cure as allowed by the original terms of the Amended and Restated Credit Agreement to remedy the violation. In August 2023, the parties entered into an amended the facility to change the applicable total leverage ratio in the third and fourth quarters of 2023 from 2.50 to 3.75, which was intended to prevent any additional covenant violations before the completion of the sale of the MoGas and Omega assets. The Company did not calculate or report its fourth quarter covenants due to the repayment of the Crimson Credit Facility in January of 2024.

The Crimson Term Loan required quarterly payments of $2.0 million in arrears on the last business day of March, June, September and December, commencing on June 30, 2021 and increasing to $3.0 million per quarter beginning September 30, 2023. Subject to certain conditions, all loans made under the facility beared interest at the option of the borrowers at either (a) Adjusted SOFR plus a spread of 325 to 450 basis points, or (b) a rate equal to the highest of (i) the prime rate established by the Administrative Agent, (ii) the federal funds rate plus 0.5%, or (iii) the one-month Adjusted SOFR rate plus 1.0%, plus a spread of 225 to 350 basis points. The applicable spread for each interest rate was based on the Total Leverage Ratio (as defined in the Crimson Credit Facility). As of December 31, 2023, the applicable interest rate for the Crimson Term Loan was 10.20%.

We had no available borrowing capacity on the Crimson Revolver at December 31, 2023. The loans under the Crimson Credit Facility were scheduled to mature on May 3, 2024. In conjunction with the closing of the sale of the MoGas and Omega Pipelines on January 19, 2024, CorEnergy repaid and canceled the Crimson Credit Facility, for a total of $108.5 million. For a summary of the additional material terms of the Crimson Credit Facility, please refer to Part IV, Item 15, Note 14 ("Debt") included in this report.

Convertible Notes

On August 12, 2019, we issued an aggregate $120.0 million principal amount of Convertible Notes. The Convertible Notes mature on August 15, 2025 and bear interest at a rate of 5.875% per annum, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2020. Holders may convert all or any portion of their Convertible Notes into shares of our Common Stock at their option at any time prior to the close of business on the business day immediately preceding the maturity date. The initial conversion rate for the Convertible Notes is 20.0 shares of Common Stock per $1,000 principal amount of the Convertible Notes, equivalent to an initial conversion price of $50.00 per share of our Common Stock. Such conversion rate will be subject to adjustment in certain events as specified in the Indenture.


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~~Amended~~As ~~and~~discussed ~~Restated~~above, ~~Guaranty~~on ~~Agreement~~March 11, 2024, the NYSE delisted the Company's Common Stock and ~~parties~~Series A Preferred Stock from the NYSE. The delisting constituted a "fundamental change" under the Indenture governing the Convertible Notes, which required the Company to make an offer to repurchase all of the ~~Amended~~outstanding ~~and~~Convertible ~~Restated~~Notes. ~~Security~~The ~~Agreement~~Company does not have sufficient cash on hand or liquidity to repurchase all of the outstanding Convertible Notes, and (the failure to make or complete the repurchase offer would result in a default under the ~~case~~Indenture. Furthermore, as discussed above, the filing of ~~Crimson~~the ~~Midstream~~Chapter I11 ~~Corporation)~~Case constituted an event of default that accelerated obligations under the ~~Amended~~Indenture. ~~and~~We ~~Restated~~anticipate ~~Pledge~~restructuring ~~Agreement~~the Convertible Notes through the Chapter 11 bankruptcy filing. Refer to Part IV, Item 15, Note 14 ("Debt") included in this report for additional information concerning the Convertible Notes.

Outstanding balances under the facility are guaranteed by the Guarantors pursuant to the Amended and Restated Guaranty Agreement and secured by all assets of the Borrowers and Guarantors (including the equity in such parties), other than any assets regulated by the CPUC and other customary excluded assets, pursuant to an Amended and Restated Pledge Agreement and an Amended and Restated Security Agreement. On March 6, 2023, we completed the second amendment to the Amended and Restated Credit Agreement, which extended the maturity of the Crimson Credit Facility from its maturity on February 4, 2024 to May 3, 2024 and amended the applicable total leverage ratio in the first two quarters of 2023 from 2.50 to 2.75. Beginning in Q3 2023, the total leverage ratio steps down to 2.50 for the remainder of the term. Additionally, the required quarterly amortization of the term loan was increased from $2 million to $3 million beginning in the third quarter of 2023. Pursuant to the second amendment, under certain circumstances, the stock and assets of the Company's Omega Gas Pipeline, LLC and Omega Gas Marketing subsidiaries must be pledged as collateral. Also, under certain circumstances, the proceeds from specified asset sales must be used to repay the term loan and revolving credit facility after which the borrowing availability under the revolving credit facility will be reduced to $30.0 million. Additionally, no distributions may be made from the co-borrowers to their parent until the proceeds of specified asset sales have been used to repay the loans and other financial conditions have been met. Cash distributions to us from the Borrowers are subject to certain restrictions, including without limitation, no default or event of default, compliance with financial covenants, minimum undrawn availability and available free cash flow. The Borrowers and their restricted subsidiaries are also subject to certain additional affirmative and restrictive covenants customary for credit transactions of this type. The Crimson Credit Facility contains default and cross-default provisions (with applicable customary grace or cure periods) customary for transactions of this type. Upon the occurrence of an event of default, payment of all amounts outstanding under the Crimson Credit Facility may become immediately due and payable at the election of the Required Lenders (as defined in the Crimson Credit Facility).

The loans under the Crimson Credit Facility are scheduled to mature on May 3, 2024. The Crimson Term Loan requires quarterly payments of $2.0 million in arrears on the last business day of March, June, September and December, commencing on June 30, 2021 and increasing to $3.0 million per quarter beginning September 30, 2023. Subject to certain conditions, all loans made under the Credit Agreement shall, at the option of the Borrowers, bear interest at either (a) Adjusted SOFR plus a spread of 325 to 450 basis points, or (b) a rate equal to the highest of (i) the prime rate established by the Administrative Agent, (ii) the federal funds rate plus 0.5%, or (iii) the one-month Adjusted SOFR rate plus 1.0%, plus a spread of 225 to 350 basis points. The applicable spread for each interest rate is based on the Total Leverage Ratio (as defined in the Crimson Credit Facility). As of December 31, 2022, the applicable interest rate for the Crimson Term Loan was 8.22%.

We had approximately $15.0 million of available borrowing capacity on the Crimson Revolver at December 31, 2022. For a summary of the additional material terms of the Crimson Credit Facility, please refer to Part IV, Item 15, Note 14 ("Debt") included in this Report. We were in compliance with all financial and other covenants under the Crimson Credit Facility at December 31, 2022.

5.875% Convertible Notes

On August 12, 2019, we completed a private placement offering of an aggregate $120.0 million principal amount of 5.875% Convertible Senior Notes to the initial purchasers of such notes for cash in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act. The initial purchasers then resold the 5.875% Convertible Notes for cash equal to 100% of the aggregate principal amount thereof to qualified institutional buyers, as defined in Rule 144A under the Securities Act, in reliance on a registration exemption provided by Rule 144A. The 5.875% Convertible Notes mature on August 15, 2025 and bear interest at a rate of 5.875% per annum, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2020.

Holders may convert all or any portion of their 5.875% Convertible Notes into shares of our Common Stock at their option at any time prior to the close of business on the business day immediately preceding the maturity date. The initial conversion rate for the 5.875% Convertible Notes is 20.0 shares of Common Stock per $1,000 principal amount of the 5.875% Convertible Notes, equivalent to an initial conversion price of $50.00 per share of our Common Stock. Such conversion rate will be subject to adjustment in certain events as specified in the Indenture.

Refer to Part IV, Item 15, Note 14 ("Debt") included in this Report for additional information concerning the 5.875% Convertible Notes. We were in compliance with all financial and other covenants under the Indenture governing the 5.875% Convertible Notes at December 31, 2022.

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Shelf Registration Statements

On ~~October 30,~~February ~~2018~~27, we2024 ~~registered~~and 1March 11,~~000~~ 2024,~~000~~ ~~shares~~the ofCompany ~~Common~~terminated ~~Stock~~all ~~for~~offerings ~~issuance~~of ~~under~~securities ~~our dividend reinvestment plan~~ pursuant to aits ~~separate~~prior ~~shelf~~ registration ~~statement~~statements ~~filed~~and ~~with~~terminated the ~~SEC.~~effectiveness As of ~~December 31,~~such ~~2022,~~registration westatements ~~have~~following ~~issued~~commencement ~~106,422 shares~~ of ~~Common Stock under our dividend reinvestment plan pursuant to~~ the ~~shelf~~Chapter ~~registration,~~11 ~~resulting in remaining availability (subject to the current limitation discussed below) of approximately 893,578 shares of Common Stock~~Case.

On November 17, 2021, we had a new shelf registration statement declared effective by the SEC, which replaced the previously-filed shelf registration statement, pursuant to which we may publicly offer additional debt or equity securities with an aggregate offering price of up to $600.0 million.

On September 16, 2021, the Company had a resale shelf registration statement declared effective by the SEC, pursuant to which it registered the following securities that were issued in connection with the Internalization transaction for resale by the Contributors: 1,837,607 shares of Common Stock (including both (i) 1,153,846 shares of Common Stock issued at the closing of the Internalization transaction and (ii) up to 683,761 additional shares of Common Stock which may be acquired by the Contributors upon the conversion of outstanding shares of our unlisted Class B Common Stock issued at the closing of the Internalization transaction) and 170,213 depositary shares, each representing 1/100th fractional interest of a share of 7.375% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share issued at the closing of the Internalization transaction.

Liquidity and Capitalization

Our principal investing activities are acquiring and financing assets within the U.S. energy infrastructure sector. These investing activities have often been financed from the proceeds of our public equity and debt offerings, as well as the term and credit facilities mentioned above. We are also expanding our business development efforts to include other REIT-qualifying revenue sources. Continued growth of our asset portfolio will depend in part on our continued ability to access funds through additional borrowings and securities offerings. The ~~availability~~Plan ~~and terms~~ of ~~any~~Reorganization ~~such~~contemplates financing ~~will~~in ~~depend~~the ~~upon~~form ~~market~~of the take back debt and ~~other~~a ~~conditions,~~revolving ascredit ~~well~~facility. asThe ~~our~~availability ~~business,~~and ~~results~~terms of ~~operations,~~any ~~financial~~such ~~condition~~financing ~~and~~will ~~prospects.~~depend Weupon ~~currently~~Bankruptcy ~~believe~~Court ~~that~~approval weof ~~will~~the bePlan ~~able~~of toReorganization ~~repay,~~and ~~extend,~~the ~~refinance~~availability orand ~~otherwise~~terms ~~settle~~of ~~our~~any ~~debt~~future ~~maturities~~financing aswill ~~the~~depend ~~debt~~on ~~comes~~market ~~due~~ and ~~that~~other weconditions, ~~will~~as bewell ~~able~~as toour ~~fund~~compliance ~~our~~with ~~planned~~debt ~~investments,~~covenants asin ~~necessary~~our credit facilities. However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us. Additionally, our liquidity and capitalization may be impacted by the optional redemption of Series A Preferred Stock. As disclosed in Part IV, Item 15, Note 16 ("Stockholders' Equity"), the depositary shares are currently eligible to be redeemed, at our option, in whole or in part, at the $25.00 liquidation preference plus all accrued and unpaid dividends to, but not including, the date of redemption.

The following table presents our liquidity and capitalization as of December 31, ~~2022~~2023 and ~~2021~~2022:

Liquidity and Capitalization
	December 31, 2022		December 31, 2021
	December 31, 2023		December 31, 2022
			(As restated)
Cash and cash equivalents	$	13,519,728	$	13,294,728
Cash and cash equivalents	$	17,830,482	$	11,540,576
Revolver availability	$	—	$	15,000,000
Revolver availability	$	15,000,000	$	23,000,000
Revolving credit facility	$	50,000,000	$	35,000,000
Revolving credit facility	$	35,000,000	$	27,000,000
Long-term debt (including current maturities)(1)	172,817,249		181,657,983
Long-term debt (including current maturities)(1)	181,657,983		188,390,586
Stockholders' equity:
Series A Cumulative Redeemable Preferred Stock 7.375%, $0.001 par value	129,525,675		129,525,675
Common Stock, non-convertible, $0.001 par value	15,~~254~~354		1415,~~893~~254
Class B Common Stock, $0.001 par value	684		684
Additional paid-in capital	327,~~016~~285,~~573~~007		~~338~~327,~~302~~016,~~735~~573
Retained deficit	(~~333~~609,~~785~~902,~~097~~035)		(~~321~~333,~~028~~785,~~580~~097)
Noncontrolling interest	116,893,428		116,816,116
Non-controlling interest	120,130,276		116,893,428
Total CorEnergy equity	~~239~~(32,~~666~~945,~~517~~039)		~~263~~239,~~631~~666,~~523~~517
Total CorEnergy capitalization	$	~~456~~189,~~324~~872,~~500~~210	$	~~479~~456,~~022~~324,~~109~~500
(1) Long-term debt is presented net of discount and deferred financing costs.
(2) Excludes $9.6 million of cumulative unpaid dividends related to the Series A Preferred Stock. The table also excludes $3.2 million of cumulative unpaid dividends related to the Crimson A-1 Units.

55The above table does not give effect to the conversion of the non-controlling interest, representing the Crimson Class A-1, Class A-2, and Class A-3 Units, into our securities. Such conversion is subject to CPUC approval and will be elective by the holder(s) of the non-controlling interest.


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The above table does not give effect to the conversion of the non-controlling interest, representing the Class A-1, Class A-2, and Class A-3 Units at Crimson, into our securities. Such conversion is subject to CPUC approval and will be elective by the holder(s) of the non-controlling interest.


Prospective Capitalization Table
			Adjustments		Prospective for Non-Controlling Interest Reorganization and Class B Conversion
	December 31, 2023 Actual(1)		Non-Controlling Interest Reorganization Class B Conversion(2)(3)
Cash and Cash Equivalents	$	13,519,728	$	—	$	13,519,728

Debt
Revolving Credit Facility	50,000,000		—		50,000,000


Long-Term Debt (including current maturities)(4)	172,817,249		—		172,817,249
Total Debt	222,817,249		—		222,817,249






Stockholders' Equity
Preferred Stock
Series A Preferred Stock	129,525,675		39,325,330		168,851,005
Total	129,525,675		39,325,330		168,851,005


Common Stock	15,354		8,089		23,443
Class B Common Stock	684		(684)		—
Additional Paid-In Capital	327,285,007		71,457,379		398,742,386
Retained Deficit	(609,902,035)		9,340,162		(600,561,873)
Total Equity to Common Shareholders	(282,600,990)		80,804,946		(201,796,044)
Non-controlling interest (4)	120,130,276		(120,130,276)		—
Total Equity	$	(32,945,039)	$	—	$	(32,945,039)

Total Capitalization	$	189,872,210			$	189,872,210

Shares Outstanding
Common Stock	15,353,833		8,089,321		23,443,154
Class B Common Stock	683,761		(683,761)		—
Total Shares Outstanding	16,037,594		7,405,560		23,443,154

Book Value of Outstanding Shares	$	(17.62)	$	9.01	$	(8.61)

(1) The non-controlling interest reflects the Grier Members' equity consideration for the Class A-1, Class A-2, and Class A-3 Units representing the equity interest in Crimson. Subject to CPUC regulatory approval, these units are convertible into certain CorEnergy securities as illustrated in the prospective adjustments above.
(2) The prospective adjustments reflect the Grier Members' exchange of the non-controlling interest presently represented by their Class A-1, Class A-2, and A-3 Units into depositary shares representing Series A Preferred Stock for the Class A-1 Units and Class B Common Stock for both Class A-2 and Class A-3 Units. Such exchanges are subject to receiving CPUC approval. Further, we do not expect the holders to exercise their exchange rights all at once due to the income tax consequences arising from such exchanges. We cannot predict when the holders will elect to exchange or if they will elect to exchange at all. Refer to Part IV, Item 15, Note 15 ("Stockholders' Equity") for further details on the non-controlling interest.
(3) The prospective adjustments also reflect the conversion of the Class B Common Stock into Common stock at the lower 0.68:1.00 ratio. The Crimson Class A-2 and Class A-3 Units were initially recorded in non-controlling interest at a fair value of $77.0 million, which assumed a 1:1 conversion ratio and would represent an initial fair value of $53.0 million assuming the lower 0.68:1.00 conversion ratio.
(4) Long-term debt is presented net of discount and deferred financing costs.

Prospective Capitalization Table
			Adjustments		Prospective for Non-Controlling Interest Reorganization
	December 31, 2022 Actual(1)		Non-Controlling Interest Reorganization(2)
Cash and Cash Equivalents	$	17,830,482	$	—	$	17,830,482
Debt
Revolving Credit Facility	35,000,000		—		35,000,000
Long-Term Debt (including current maturities)(3)	181,657,983		—		181,657,983
Total Debt	216,657,983		—		216,657,983
Stockholders' Equity
Preferred Stock
Series A Preferred Stock	129,525,675		39,325,330		168,851,005
Total	129,525,675		39,325,330		168,851,005
Common Stock
Common Stock	15,254		—		15,254
Class B Common Stock	684		11,212		11,896
Additional Paid-In Capital	327,016,573		71,453,572		398,470,145
Retained Deficit	(333,785,097)		6,103,314		(327,681,783)
Total Equity to Common Shareholders	(6,752,586)		77,568,098		70,815,512
Non-controlling interest (4)	116,893,428		(116,893,428)		—
Total Equity	$	239,666,517	$	—	$	239,666,517
Total Capitalization	$	456,324,500			$	456,324,500
Shares Outstanding
Common Stock	15,253,958		—		15,253,958
Class B Common Stock	683,761		11,212,300		11,896,061
Total Shares Outstanding	15,937,719		11,212,300		27,150,019
Book Value of Outstanding Common Stock	$	(0.42)	$	3.03	$	2.61
(1) The non-controlling interest reflects the Grier Members' equity consideration for the Class A-1, Class A-2, and Class A-3 Units representing the equity interest in Crimson. Subject to CPUC regulatory approval, these units are convertible into certain CorEnergy securities as illustrated in the prospective adjustments above.
(2) The prospective adjustments reflect the Grier Members' exchange of the non-controlling interest presently represented by their Class A-1, Class A-2, and A-3 Units into depositary shares representing Series A Preferred Stock for the Class A-1 Units and Class B Common Stock for both Class A-2 and Class A-3 Units. Such exchanges are subject to receiving CPUC approval. Further, we do not expect the holders to exercise their exchange rights all at once due to the income tax consequences arising from such exchanges. We cannot predict when the holders will elect to exchange or if they will elect to exchange at all. Refer to Part IV, Item 15, Note 16 ("Stockholders' Equity") for further details on the non-controlling interest.
(3) Long-term debt is presented net of discount and deferred financing costs.
(4) In previous 2021 filings, the noncontrolling interest was revalued at then current market values for the prospective column. However, in this filing the value of the noncontrolling interest was held constant at the current book value.

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SUBSEQUENT EVENTS

For additional information regarding transactions that occurred subsequent to December 31, ~~2022~~2023, see Part IV, Item 15, Note 2219 ("Subsequent Events") included in this ~~annual~~Annual Report on Form 10-K.


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CRITICAL ACCOUNTING ESTIMATES

The financial statements included in this ~~Report~~report are based on the selection and application of critical accounting policies, which require management to make significant estimates and assumptions. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require management's most difficult, complex, or subjective judgments. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of revenues and expenses, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. During the year ended December 31, 2023, there were no significant changes to our critical accounting policies and estimates, other than the change in useful lives of our crude oil pipelines and related equipment as described in Part IV, Item 15, Note 2 ("Significant Accounting Policies").

Refer to Part IV, Item 15, Note 2 ("Significant Accounting Policies") included in this Report for further information related to our significant accounting policies.

Impairment of Long-Lived Assets

Our long-lived assets consist primarily of crude oil and natural gas pipelines that have been obtained through business combinations and asset acquisitions. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to operations as incurred, and improvements, which extend the useful lives of our assets, are capitalized and depreciated over the remaining estimated useful life of the asset.

We continually monitor our business, the business environment, and performance of our operations to determine if an event has occurred that indicates that the carrying value of a long-lived asset group may be impaired. When a triggering event occurs, which is a determination that involves judgment, we utilize cash flow projections to assess the ability to recover the carrying value of our ~~assets~~asset groups based on our long-lived assets' ability to generate future cash flows on an undiscounted basis over the remaining useful life of the primary asset. This differs from the evaluation of goodwill, for which the recoverability assessment utilizes fair value estimates that include discounted cash flows in the estimation process, and, accordingly, any goodwill impairment recognized may not be indicative of a similar impairment of the related underlying long-lived assets.

The projected cash flows of long-lived ~~assets~~asset groups are primarily based on ~~contractual~~ cash flows that extend many years into the future. If those cash flow projections indicate that the long-lived asset's carrying value is not recoverable, we record an impairment charge for the excess of carrying value of the asset group over its fair value. The estimate of fair value considers a number of factors, including the potential value that would be received if the asset were sold, discount rates, and projected cash flows. Due to the imprecise nature of these projections and assumptions, actual results can differ from our estimates. ~~The estimates utilized in the 2022 impairment analysis are materially consistent with the 2021 analysis.~~

~~There~~During ~~were~~the nopreparation ~~impairments~~ of ~~long~~the 2023 annual consolidated financial statements, the Company re-~~lived~~assessed ~~assets~~and ~~recorded~~ultimately ~~during~~shortened the ~~year~~useful ~~ended~~lives of the Crimson assets effective December 31 1, ~~2022~~2023. ~~The~~This ~~Company~~assessment ~~assessed~~included ~~the~~an ~~recoverability~~evaluation of the ~~carrying~~continued ~~value~~declining ofvolumes transported and increasing expenses on the ~~long-lived~~Crimson ~~asset~~system, ~~groups~~as ~~and~~well ~~determined~~as ~~all~~the ~~carrying~~challenges ~~values~~associated ~~were~~with ~~recoverable.~~the ~~Our~~implementation ~~assessments~~of ~~indicated~~the ~~significant~~Company’s ~~cushion~~tariff ~~exists~~rate ~~between~~cases. The Company considered the ~~carrying~~large ~~values~~impairments ofrecorded by California oil producers, as well as the ~~asset~~lack ~~groups~~of ~~and~~active permitting in the ~~undiscounted~~state, ~~cash~~as ~~flows~~factors ofin assessing the ~~asset~~assumptions ~~groups~~utilized ~~over~~in its analysis. As a result of these factors, the ~~remaining~~Company ~~useful~~determined ~~life~~the carrying value of the ~~primary~~Crimson asset. ~~For~~groups were not recoverable and the ~~year~~carrying ~~ended~~value ~~December 31,~~was ~~2021,~~greater wethan ~~recognized~~the fair value and accordingly recorded a loss on impairment ~~and~~of ~~disposal~~long-lived assets of $5258.83 million. ~~for~~If the ~~GIGS~~underlying ~~asset.~~assumptions ~~For~~in management’s estimate changed the ~~year~~fair ~~ended~~value of the Crimson asset groups by 10% from our estimated fair value at December 31, ~~2020~~2023, wethe ~~recognized~~financial animpact ~~impairment~~would ofhave been approximately $~~140~~8.32 million ~~for~~or ~~the~~3.0% ~~GIGS~~of ~~asset~~loss ~~and~~before ~~$146.5 million~~income taxes for the ~~Pinedale~~year ~~LGS.~~ended ~~Refer~~December to31, ~~Part~~2023. See ~~IV,~~Note ~~Item~~8 ~~15,~~“Property ~~Note~~and 5Equipment” ~~("Leased~~to ~~Properties~~the ~~And~~Consolidated ~~Leases")~~Financial Statements for further ~~details.~~information on the impairment of our assets.

~~Impairment~~There was no impairment of ~~Goodwill~~long-lived assets recorded during the year ended December 31, 2022. For the year ended December 31, 2021, we recognized a loss on impairment and disposal of $5.8 million for the GIGS asset.

Goodwill represents the excess of the purchase price over the fair value of net identifiable assets on the acquisition of a business. The carrying value of goodwill, which is not amortized, is assessed for impairment annually, or more frequently if events or changes in circumstances arise that suggest the carrying value of goodwill may be impaired. The Company performs its annual impairment test of the carrying value of goodwill on December 31 of each year.

Based on sustained declines in the trading price of our Common Stock and other securities with an established trading market, we performed a Step 1 interim quantitative goodwill impairment test as of September 30, 2022, primarily using a market approach to determine the fair value of our reporting units. This assessment involved determining the fair value of our reporting units and comparing those values to the carrying value of each corresponding reporting unit. The carrying values of the reporting units

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exceeded their fair value and the goodwill impairment was measured at the amount by which the reporting unit’s carrying value exceeded its fair value, limited to a maximum of the goodwill recorded at each reporting unit. The fair value of our reporting units were primarily estimated using earnings multiples techniques as well as a reconciliation of our consolidated market capitalization to the fair value of all reporting units. The determination of fair value using the earnings multiples technique requires significant assumptions to be made in relation to the appropriateness of earnings multipliers for reporting units and other qualitative factors associated with our reporting units and business activities. As a result of this testing, we recorded a goodwill impairment charge of $16.2 million during the year ended December 31, 2022, which was included as a discrete line item on the Consolidated Statement of Operations. The $16.2 million goodwill impairment charge was comprised of $14.5 million associated with the Corridor reporting unit and $1.7 million associated with the MoGas reporting unit. As of December 31, 2022, there was no remaining goodwill recorded and therefore no additional goodwill subject to future risk of additional impairment.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business activities contain elements of market risk. Debt used to finance our acquisitions may be based on floating or fixed rates. As of December 31, ~~2022~~2023, we had debt with aan ~~carrying~~outstanding ~~value~~balance of $~~184~~224.1 million, ~~excluding~~of which the Crimson ~~Revolver,~~Term Loan comprised of $6656.0 million, ~~associated with~~ the Crimson ~~Term~~Revolver ~~Loan~~comprised $50.0 million and $118.1 million was associated with the ~~5.875%~~ Convertible Notes. Current maturities under the Crimson Term Loan amount to $10224.01 million. ~~Additionally,~~at ~~as of~~ December 31, ~~2022, borrowings under our Crimson Revolver were $35~~2023.~~0 million and are variable-rate, based on a SOFR pricing spread and subject to interest rate re-sets that generally range from one month to six months.~~

~~Borrowings~~Our borrowings under ~~the~~our Crimson ~~Credit~~Revolver ~~Facility~~were ~~are~~ variable-rate, based on ~~either (~~a) SOFR pricing spread orand ~~(b)~~subject ~~a rate equal~~ to ~~the~~interest ~~highest of (i) the prime~~ rate, ~~(ii)~~re-sets ~~the~~that ~~federal~~generally ~~funds~~range ~~rate~~from ~~plus 0.5%, or (iii) the~~ one- month Adjusted SOFR rate plus 1.0%, plus a pricing spread. The applicable spread for each interest rate is redetermined quarterly based on the Total Leverage Ratio (as defined in the Crimson Credit Facility). Changes in interest rates can cause interest charges to ~~fluctuate~~six ~~on our variable rate debt~~months. A 100-basis point increase or decrease in current SOFR rates would have resulted in an initial interest rate of 9.13% or 7.13%, respectively, for the Crimson Credit Facility. Under the Crimson Credit Facility, a 100-basis point increase or decrease in the current SOFR rate would have resulted in an approximately $990 thousand increase or decrease in interest expense for the year ended December 31, 2022.

Borrowings under the Crimson Credit Facility are variable-rate based on either (a) SOFR pricing spread or (b) a rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, or (iii) the one-month Adjusted SOFR rate plus 1.0%, plus a


Table of Contents						Glossary of Defined Terms

pricing spread. The applicable spread for each interest rate was redetermined quarterly based on the Total Leverage Ratio (as defined in the Crimson Credit Facility). Changes in interest rates can cause interest charges to fluctuate on our variable rate debt. A 100-basis point increase or decrease in current SOFR rates would have resulted in a current interest rate of 11.20% or 9.20%, respectively, for the Crimson Credit Facility. Under the Crimson Credit Facility, a 100-basis point increase or decrease in the current SOFR rate would have resulted in an approximately $1.0 million increase or decrease in interest expense for the year ended December 31, 2023.

At Crimson, we are exposed to limited market risk associated with fluctuating commodity prices. With the exception of buy/sell arrangements on some of Crimson's pipelines and the retained PLA oil, Crimson does not take ownership of the crude oil that it transports or stores for its customers, and it does not engage in the trading of any commodities. We therefore have limited direct exposure to risks associated with fluctuating commodity prices.

Certain of Crimson's transportation agreements and tariffs for crude oil shipments also include a PLA, as discussed above. As is common in the pipeline transportation industry, as crude oil is transported, Crimson earns a small percentage of the crude oil transported, earned PLA oil inventory, which it can then sell. The realized PLA volume earned and available for sale is net of differences in measurement and actual volumes gained or lost. This allowance oil revenue is subject to more volatility than transportation revenue, as it is directly dependent on Crimson's measurement capability and commodity prices. As a result, the income Crimson realizes under its loss allowance provisions will increase or decrease as a result of changes in the mix of product transported, measurement accuracy and underlying commodity prices. As of December 31, ~~2022~~2023, Crimson did not have any open hedging agreements to mitigate its exposure to decreases in commodity prices through its loss allowances; however, it has previously entered into such agreements and may do so in the future.

We consider the management of risk essential to conducting our businesses. Accordingly, our risk management systems and procedures are designed to identify and analyze our risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and financial statement schedules are set forth beginning on page F-1 in this Annual Report and are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A. CONTROLS AND PROCEDURES

Our management is responsible for the preparation, consistency, integrity, and fair presentation of the financial statements. The financial statements have been prepared in accordance with GAAP applied on a consistent basis and, in management's opinion, are fairly presented. The financial statements include amounts that are based on management's informed judgments and best estimates.

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

~~Under~~We ~~the~~are ~~supervision~~responsible ~~and~~for ~~with~~maintaining ~~the~~disclosure ~~participation~~controls ~~of our management, including our Chief Executive Officer~~ and ~~Chief~~procedures ~~Financial Officer~~ (~~our~~as ~~principal~~defined ~~executive~~in ~~and~~Rule ~~principal financial officers, respectively~~13a-15(e), weunder ~~have~~the ~~evaluated~~Exchange ~~the~~Act) ~~effectiveness~~that ~~and~~are ~~design~~designed ofto ~~our~~ensure ~~disclosure~~that ~~controls~~information ~~and~~required ~~procedures,~~to asbe ~~defined~~disclosed in ~~Rule~~our ~~13a-15(e)~~reports filed under the Exchange Act is recorded, asprocessed, ofsummarized ~~the~~and ~~end~~reported ofwithin the ~~period~~time ~~covered~~periods byspecified ~~this~~in ~~Report.~~the ~~Based~~SEC’s onrules ~~that~~and ~~evaluation~~forms and inthat ~~connection~~such ~~with~~information ~~the~~is ~~restatement~~accumulated ofand ~~our~~communicated ~~2021~~to ~~consolidated~~our ~~financial statements~~management, including our Chief Executive Officer and Chief Financial Officer, ~~have concluded that~~ as ofappropriate, ~~December~~to ~~31,~~allow ~~2022,~~for ~~due~~timely todecisions ~~the~~regarding ~~material~~required ~~weakness~~disclosure. inUnder ~~our~~the ~~internal~~supervision ~~control~~and ~~over~~with ~~financial~~the ~~reporting~~participation asof ~~described~~our ~~below~~management, including our ~~disclosure~~Chief ~~controls~~Executive Officer and ~~procedures~~Chief ~~were~~Financial ~~not~~Officer ~~effective~~(our toprincipal ~~provide~~executive ~~reasonable~~and ~~assurance~~principal ~~that~~financial ~~the~~officers, ~~information~~respectively), ~~required~~we tohave beevaluated ~~disclosed in~~ the ~~reports~~effectiveness ~~that~~and wedesign ~~file~~of orour ~~submit~~disclosure ~~under~~controls ~~the~~and ~~Exchange~~procedures ~~Act~~as isof ~~recorded,~~the ~~processed,~~end ~~summarized~~of ~~and~~the ~~reported~~period ~~accurately~~covered ~~within~~by ~~the~~this ~~time~~report. ~~periods~~Based ~~specified~~on inthat ~~the~~evaluation ~~SEC’s~~our ~~rules~~Chief ~~and~~Executive ~~forms,~~Officer and ~~that~~Chief ~~such~~Financial ~~information~~Officer ishave ~~accumulated~~concluded ~~and~~that, ~~communicated~~as toof ~~management~~December as31, ~~appropriate~~2023, toour ~~allow~~disclosure ~~timely~~controls ~~decisions~~and ~~regarding~~procedures ~~required~~were ~~disclosure~~effective.

Management's Report on Internal Control over Financial Reporting

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive and principal financial officers, respectively), is responsible for establishing and maintaining adequate internal control over our financial reporting. ~~Based~~We onconducted ~~this~~an evaluation, ~~management~~of ~~concluded~~the ~~that~~effectiveness weof ~~did~~our ~~not maintain effective~~ internal control over financial reporting asbased ofon ~~December~~the ~~31,~~framework ~~2022~~in ~~due~~the toInternal Control—Integrated Framework (2013) issued by the ~~material~~Committee ~~weakness~~of ~~described~~Sponsoring ~~below~~Organizations of the Treadway Commission (COSO 2013 framework).

Our management has established and maintains comprehensive systems of internal control designed to provide reasonable assurance as to the consistency, integrity, and reliability of the preparation and presentation of financial statements and the safeguarding of assets. The concept of reasonable assurance is based upon the recognition that the cost of the controls should not exceed the benefit derived. Our management monitors the systems of internal control and maintains an internal auditing program that assesses the effectiveness of internal control. 61

Our management assessed our systems of internal control over financial reporting for financial presentations in conformity with GAAP as of December 31, 2022. This assessment was based on criteria for effective internal control established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of the Company’s consolidated financial statements for the fiscal year ended December 31, 2022, we identified a material weakness in the operation of our controls within the financial statement close process associated with the review and approval of the financial statements. Specifically, the Company's application of the accounting treatment associated with non-routine complex transactions and the classification and presentation of certain accounts and disclosures in the consolidated financial statements was not appropriately evaluated and implemented. This material weakness resulted in material errors in the allocation of net income attributable to non-controlling interests and the calculation and presentation of earnings per share, collectively which resulted in a restatement of the previously issued financial statements as of and for the year ended December 31, 2021 and as of and for the interim periods during the years ended December 31, 2022 and 2021, as more fully described in Note 20 ("Restatement Of Prior Period") and Note 21 ("Quarterly Financial Data (Unaudited)") to the consolidated financial statements included herein. In addition to the restatement errors described above, the Company has corrected certain items that were concluded as immaterial, individually and in the aggregate, to the financial statements for the restated periods. These immaterial adjustments to the restated periods are being corrected as a part of the restatement.

The Company's Board of Directors exercises its oversight role with respect to the systems of internal control primarily through its Audit Committee, which is comprised solely of independent outside directors. The Committee oversees systems of internal control and financial reporting to assess whether their quality, integrity, and objectivity are sufficient to protect stockholders' investments.


Table of Contents						Glossary of Defined Terms

~~This~~Based ~~Annual Report~~ on ~~Form~~this ~~10-K~~evaluation ~~does~~and ~~not~~the ~~include~~satisfactory ancompletion ~~attestation report~~ of the ~~Company’s~~remediation ~~independent~~actions ~~registered~~described ~~public~~below, ~~accounting~~our ~~firm~~management ~~regarding~~concluded that our internal control over financial reporting ~~because~~was ~~that~~effective, ~~requirement~~at ~~under~~the ~~Section~~reasonable ~~404~~assurance oflevel, ~~the~~as ~~Sarbanes-Oxley Act~~ of ~~2002~~December 31, ~~does not apply to smaller reporting companies~~2023.

Remediation of Material Weakness

WeA ~~have evaluated the~~ material weakness ~~and~~is ~~have~~a ~~developed~~deficiency, aor ~~plan~~combination of ~~remediation~~deficiencies, toin ~~strengthen our~~ internal ~~controls~~control over financial reporting, ~~which~~such ~~includes~~that ~~implementing~~there ~~new~~is ~~controls~~a ~~over~~reasonable ~~financial~~possibility ~~reporting~~ that ~~will~~a ~~identify~~material ~~non-routine~~misstatement ~~complex~~of ~~transactions~~a ~~during~~company’s ~~the~~annual ~~review~~or ~~process~~interim ~~and~~financial ~~ensure~~statements ~~appropriate~~will ~~evaluation~~not ~~and~~be ~~accounting~~prevented ~~treatment~~or ~~application.~~detected ~~Some~~on ~~remediation~~a ~~efforts~~timely ~~have~~basis. ~~been~~During ~~implemented,~~the ~~while~~year ~~others~~ended ~~are~~December 31, in2022, the ~~process~~Company ofidentified ~~being~~a ~~implemented.~~material ~~The~~weakness ~~remediation~~in ~~efforts~~internal ~~are~~control ~~intended~~related to ~~address~~the identification of non-routine complex transactions during the ~~deficiencies~~review process and ~~enhance~~ensure ~~our~~appropriate ~~overall~~evaluation ~~internal~~and ~~control~~accounting ~~environment~~treatment application.

WeThe ~~believe~~Company ~~the~~has ~~measures~~concluded ~~described~~that ~~above along with other elements of our remediation plan will remediate~~ the material weakness ~~identified~~described ~~and~~above ~~strengthen~~was ~~our~~fully ~~internal~~remediated ~~control~~as ~~over~~of ~~financial~~December 31, ~~reporting.~~2023, Wedue ~~are committed~~ to ~~continuing~~the toimplementation ~~improve~~and ~~our~~enhancement ~~internal~~of ~~control~~specific processes and ~~have~~controls ~~begun~~ to ~~implement~~identify ~~the~~reporting ~~steps~~requirements ~~described~~for ~~above.~~non-routine Wecomplex ~~will~~transactions. ~~also~~These ~~continue to review, optimize and enhance our financial reporting~~ controls ~~and~~were ~~procedures.~~tested ~~As we continue to evaluate~~ and ~~work~~determined to ~~improve~~be ~~our~~operating ~~internal~~effectively ~~control~~as ~~over~~of ~~financial reporting~~December 31, we2023. ~~may~~The ~~take additional measures to address control deficiencies or we may modify certain of the~~ remediation ~~measures~~efforts ~~described~~are ~~above.~~complete Weand ~~will~~address ~~not consider our material weakness remediated until~~ the ~~applicable~~previously ~~remediated~~identified ~~controls~~deficiencies ~~operate for a sufficient period of time~~ and ~~management~~enhance ~~has~~our ~~concluded,~~overall ~~through~~internal ~~testing,~~control ~~that these controls are operating effectively~~environment.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by our independent registered public accounting firm because as a smaller reporting company, we are exempt from this requirement.

Changes in Internal Control over Financial Reporting

~~There~~Except for the remediation of the material weakness described above, there have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, that occurred during the quarterly period ending December 31, ~~2022~~2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. Further, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

ITEM 9B. OTHER INFORMATION

~~None~~During the three months ended December 31, 2023, no "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K, was adopted or terminated by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable

6062


Table of Contents						Glossary of Defined Terms

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Codes of Ethics

We have adopted a code of ethics, which applies to our principal executive officer and principal financial officer and all other officers, employees and directors. Our code of conduct may be obtained, without charge, upon request by calling us at (816) 875-3705 or toll-free at (877) 699-2677 and on our website at http://corenergy.reit. Changes to and waivers granted with respect to our code of conduct required to be disclosed pursuant to applicable rules and regulations will be posted on our website.

~~Additional information is incorporated herein by reference to the sections captioned "Nominees for~~ Directors," ~~"Incumbent~~and ~~Directors Continuing in Office," "Information About~~ Executive Officers," "Board of Directors Meetings and Committees," "Delinquent Section 16(a) Reports," and "Stockholder Proposals and Nominations for the 2024 Annual Meeting" in our proxy statement for our 2023 Annual Stockholder Meeting, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

The following table sets forth each of our directors' and executive officers' name and age; position(s) held with the Company and length of time served; principal occupation during the past five years; and other public company directorships held by each such officer or director. The address of each director and officer is 1100 Walnut Street, Suite 3350, Kansas City, Missouri 64106. Each director and officer serves until his or her successor is elected and qualified or until his or her resignation or removal.

Name and Age

Position(s) Held
With The
Company and
Length of
Time Served

Other Principal Occupation
During Past Five Years

Other Public
Company
Directorships
Held by
Officer

David J. Schulte
(Born 1961; Age 63)

Chairman of the Board since January 2019; Director since December 2011; Chief Executive Officer since inception (2005); President from inception (2005) to April 2007 and from June 2012 to January 2023.

Managing Director of Tortoise Capital Advisors, L.L.C from inception in 2002 to 2015.

Western Midstream Partners, LP (NYSE: WES)

John D. Grier
(Born 1956; Age 67)

Director and Chief Operating Officer since February 2021.

Founder of Crimson Midstream Holdings and its CEO from 2005 - 2021.

None

Robert L Waldron
(Born 1971, Age 52)

President since January 2023, Chief Financial Officer since February 2021.

Chief Financial Officer of Crimson since September 2014; Investment Banker advising midstream clients on M&A, IPO and capital market transactions at Citi Group and UBS from 2007-2014; R&D Group at Dow Chemical from 1999-2007.

None

Christopher M. Reitz (Born 1966, Age 58)

Executive Vice President, General Counsel and Corporate Secretary since May 2022

Vice President, Corporate Development, Orizon Aerostructures, LLC from 2018-2022; Corporate Secretary, Caterpillar Inc. from 2010-2017; Assistant General Counsel, Entergy Corporation from 2008-2010; Senior Vice President, General Counsel and Corporate Secretary, Aquila, Inc. from 2005-2008.

None

Christopher M. Huffman
(Born 1980, Age 43)

Chief Accounting Officer since November 2021.

Chief Accounting Officer at Discovery Natural Resources LLC from 2012 to 2021, Controller at Great Western Oil and Gas Company from 2011 to 2012; Manager and other various positions at
PricewaterhouseCoopers LLP ("PwC") from 2004 to 2011.

None

Arkan Haile
(Born 1971, Age 52)

Director since May 2022.

Senior Executive Advisor to the Mayor for Development and Special Projects (City and County of Denver) 2022 to present, Vice President/Senior Corporate Counsel at NGL Energy Partners LP from 2015 to 2022.

None

Catherine A. Lewis
(Born 1952, Age 72)

Director since July 2013.

Retired in 2012. Formerly, Global Head of Tax for the Energy & Natural Resources Practice, KPMG, from 2002-2012. Arthur Andersen from 1986-2002. Certified Public Accountant ("CPA") designation since 1987.

Garmin Ltd. (NYSE: GRMN)

Name and Age

Position(s) Held
With The
Company and
Length of
Time Served

Other Principal Occupation
During Past Five Years

Other Public
Company
Directorships
Held by
Officer

Conrad S. Ciccotello
(Born 1960; Age 63)

Director since its inception (2005).

Director and Professor at the Reiman School of Finance in the Daniels College of Business at Denver University since 2017; Senior Consultant at Charles River Associates since 2020; Faculty member, Robinson College of Business, Georgia State University from 1999 to 2017; Investment Consultant to the University System of Georgia for its defined contribution retirement plan from 2008-2017; Published research on energy infrastructure MLPs and investment company performance; Research Fellow in TIAA Institute since 2007.

Tortoise Funds; Peachtree Alternative Strategies Fund

Todd E. Banks
(Born 1963, Age 60)

Director since May 2017.

Co-Founder and Portfolio Manager, Blackthorn Investment Group, LLC since 1998; Managing Member Blackthorn Capital, LLC since 1998; Managing Member Blackthorn Lending since 2012; Director, Blackthorn Fund Ltd. from 2004 - 2015; Director, Cartasite, LLC from 2012 - 2014; Managing Director, Koch Industries from 1991 - 1998; Reservoir / Production Engineer, Shell Oil Company from 1986 - 1991.

None

The information regarding the Chapter 11 Case set forth in Item 1. Business of this Form 10-K under the heading "Recent Developments – Chapter 11 Bankruptcy" is hereby incorporated by reference.

Audit Committee

Our Board of Directors has established a separately-designated Audit Committee.


The Audit Committee

Members: Catherine A. Lewis (Chair) Todd E. Banks Conrad S. Ciccotello Arkan Haile 2023 Committee Actions: 7 meetings Governing Document: Audit Committee Charter, as amended effective July 30, 2014						The Audit Committee: (i) approves and recommends to the Board of Directors the election, retention or termination of the independent registered public accounting firm (the “independent auditors”); (ii) approves services to be rendered by the independent auditors and monitors the independent auditors’ performance; (iii) reviews the results of the Company’s audit; (iv) determines whether to recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report; (v) assists with implementation of the Company’s valuation procedures; and (vi) carries out additional responsibilities as outlined in the Committee’s Charter. The Board of Directors has determined that each member of the Audit Committee is “financially literate” and is “independent” as defined under the applicable New York Stock Exchange listing standards. The Board of Directors has determined that Catherine A. Lewis and Conrad S. Ciccotello are “audit committee financial experts.” In addition to her executive and leadership experience in public accounting, Ms. Lewis has tax expertise in the energy sector. Mr. Ciccotello has experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements. Mr. Ciccotello also has a Ph.D. in Finance.

Delinquent Section 16(a) Reports

The Company believes that during and with respect to the year ended December 31, 2023, its officers, directors and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements.

MANAGEMENT

Information about our Executive Officers

The following table sets forth certain information regarding our executive officers and key employees as of March 1, 2024:

Name

Age

Position(s) Held

David J. Schulte

Chairman and Chief Executive Officer

John D. Grier

Chief Operating Officer

Robert L Waldron

President and Chief Financial Officer

Chris Reitz

Executive Vice President, General Counsel and Corporate Secretary

Christopher M. Huffman

Chief Accounting Officer

All of our current executive officers hold their offices at the discretion of our Board of Directors ("Board"). There are no family relationships between or among any executive officers. There are no arrangements or understandings with another person pursuant to which any executive officer was selected for office.

in the Gulf of Mexico. Mr. Grier was the President and CEO of Crimson Resource Management, a buyer and operator of oil and gas producing properties for 24 years. He is also CEO of Crimson Renewable Energy, the largest biodiesel manufacturer in California and Oregon. He is also the Founder and Chairman of Crescent Midstream, a midstream transportation company. During each of the Crimson engagements, Mr. Grier was the founder and responsible for growing the entities from startup. Prior to that he worked for Mobil Oil company in various engineering and management positions. Mr. Grier has a Bachelor of Science (with honors) in Chemical Engineering from the University of Oklahoma and a Master of Business Administration from Harvard University.

ITEM 11. EXECUTIVE COMPENSATION

~~Incorporated by reference to the sections captioned "Executive~~ Compensation Disclosure" and "Compensation Committee Interlocks and Insider Participation," and "Director Compensation" in our proxy statement for our 2023 Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after the end of ~~the~~Executive ~~fiscal year covered by this Annual Report.~~Officers

This discussion outlines our executive compensation policies and decisions as they relate to the Company’s named executive officers ("NEOs"). Our compensation programs are structured to align the interests of our executive officers with the interests of our stockholders. The NEOs for 2023 were David J. Schulte, our Chief Executive Officer and Chairman of the Board of Directors, Robert L Waldron, our President and Chief Financial Officer and John D. Grier, Chief Operating Officer - Crimson California.

Summary Compensation Table for Named Executive Officers


Name and Principal Position	Year	Salary		Nonequity Incentive Plan Compensation		Stock Awards		Cash Awards Subject to Vesting (3)		All Other Compensation(2)		Total
David J. Schulte	2023	$	450,000	$	300,000	$	—	$	475,000	$	13,200	$	1,238,200
Chief Executive Officer	2022	500,000		247,500		305,206		—		21,000		1,073,706


John D. Grier	2023	357,700		79,200		—		160,000		14,800		611,700
Chief Operating Officer

Robert L Waldron	2023	341,100		53,056		—		352,000		15,800		761,956
President and Chief Financial Officer	2022(1)	226,924		108,763		177,587		—		22,133		535,407


Larry Alexander	2023	78,000		221,600		—		—		452,100		751,700
Former President - Crimson California	2022	443,210		443,210		—		—		9,183		895,603

_____________

(1)Excludes $136,736 in salary and $65,537 in bonus reimbursement the Company received from unaffiliated entities under a shared services agreement.

(2)Includes (i) 401(k) matching payments and (ii) dividends on restricted stock units.

(3)Represents Cash Units issued under the Company's Omnibus Plan, which vest over three years, with 1/3 vesting on March 15th each year.

Outstanding Equity Awards at Fiscal Year End


Name	Number of Unvested Restricted Stock Units(1)	Market Value of Restricted Stock Units That Have Not Vested
David J. Schulte	78,866	$	9,464
Robert L Waldron	45,889	5,507
John D. Grier	25,237	3,028

_____________

(1) The restricted stock units were granted on May 26, 2022 and vest at a rate of one third on each March 15 thereafter. The executive must be employed on the vesting date. On March 14, 2024, the Company terminated all RSU award agreements under the Omnibus Plan and all outstanding RSU awards thereunder were canceled pursuant to the registration statements.

Potential Payments Upon Termination or Change in Control

If any of the current named executives are terminated without cause or terminate their employment for good reason, as defined in their employment agreement, they will be entitled to a payment equal to 2.0 times the sum of salary and annual bonus opportunity in the case of Messrs. Schulte and Waldron and 1.75 times the sum of salary and annual bonus opportunity in the case of Mr. Grier.

Director Compensation

The following table sets forth certain information with respect to the compensation paid by the Company to each of our Independent Directors for their services as a director during fiscal year 2023. The Company does not have any retirement or pension plans.


Name of Person	Fees Earned or Paid in Cash (1)		Stock Awards		Total
Todd E. Banks	$	112,000	$	—	$	112,000
Conrad S. Ciccotello	112,000		—		112,000
Catherine A. Lewis	112,000		—		112,000
Arkan Haile	100,000		—		100,000

____________________

(1)No amounts have been deferred for any of the persons listed in the table.

For 2023 each Independent Director received an annual cash retainer of $100,000. Additionally, the chairs of each Board committee and the lead director of the Board received an additional annual cash retainer of $12,000.

Equity Compensation Plan Information as of December 31, 2023

The following table sets forth information as to the Company’s Omnibus Equity Incentive Plan as of the end of the Company’s 2023 fiscal year:


Plan Category	(a) Number of securities to be issued upon exercise of the outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	319,901	N/A	2,236,293
Equity compensation plans not approved by security holders	None	N/A	N/A
TOTAL	319,901	N/A	2,236,293

____________________

(1)The number of shares of Common Stock remaining that may be issued under the Company's Omnibus Equity Incentive Plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Incorporated by reference to the sections captioned "~~Security Ownership of Management and Certain Beneficial Owners" and "Equity Compensation Plan Information as of December 31, 2022," in our proxy statement for our 2023 Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.

At May 10, 2024, each director, each named executive officer and the directors and executive officers as a group, beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) the number of shares of Common Stock of the Company listed in the table below (or percentage of outstanding shares). Unless otherwise indicated, each individual has sole investment and voting power with respect to the shares listed in the table below.

Directors and Officers(1)

Number
of Shares Common Stock

Percent of Class(2)

Independent Directors and Nominees

Todd E. Banks

23,901

Conrad S. Ciccotello(3)

35,255

Catherine A. Lewis(4)

27,566

Arkan Halie

14,568

Directors and Additional Named Executive Officers

David J. Schulte(5)

922,130

5.83

John D. Grier

10,321

Robert L Waldron

15,130

Christopher M. Huffman

5,582

Directors and Officers as a Group (8 Total)

1,054,453

6.67

*Indicates less than 1%.

(1)Unless otherwise indicated, the business address of each of the individuals is 1100 Walnut, Suite 3350, Kansas City, MO 64106.

(2)Based on 15,818,791 shares of Common Stock outstanding as of May 3, 2024.

(3)Includes (i) 3,845 shares held in a trust of which Mr. Ciccotello is trustee; and (ii) 402 shares held jointly with his wife.

(4)Includes 2,000 shares held in the Catherine A. Lewis Trust U/A dtd 7/11/2013 of which Ms. Lewis is a trustee.

(5)Includes (i) 27,000 shares held jointly with his wife; and (ii) 2,570 shares held in accounts for spouse’s children, for which she is the custodian and for which Mr. Schulte disclaims beneficial ownership, (iii) 483,355 shares held by trust in which Mr. Schulte is the trustee, and (iv) 381,437 Class B Common Stock shares held by a corporation which is controlled by Mr. Schulte.

As of May 10, 2024 based on filings made under Section 13(g) of the Exchange Act, there are no other persons known by us to be beneficial owners of more than 5% of our outstanding Common Stock.

Equity Compensation Plan Information as of December 31, 2023

The following table sets forth information as to the Company’s Omnibus Equity Incentive Plan as of the end of the Company’s 2023 fiscal year:


Plan Category	(a) Number of securities to be issued upon exercise of the outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
Equity compensation plans approved by security holders	319,901	N/A	2,236,293
Equity compensation plans not approved by security holders	None	N/A	N/A
TOTAL	319,901	N/A	2,236,293

____________________

(1)The number of shares of Common Stock remaining that may be issued under the Company's Omnibus Equity Incentive Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~Incorporated by reference to the sections captioned "Nominees for Director," "Incumbent Directors Continuing in Office," "Board of Directors Meetings and Committees," and "~~Certain Relationships and Related Party Transactions" ~~in our proxy statement for our 2023 Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.~~

The Company has written policies and procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. The Company has written procedures which prohibit certain transactions with affiliates of the Company and require board approval of certain transactions with affiliated persons of the Company.

Mr. Grier and members of his family own interests in Crescent Midstream Holdings, LLC (“Crescent”), formerly a part of Crimson prior to the Crimson Transaction. Crescent entered into services agreements with Crimson for administrative, executive


Table of Contents						Glossary of Defined Terms

and control center services to facilitate its transition to independence from Crimson. For the year ended December 31, 2023, Crimson billed Crescent $182 thousand for services provided.

Director Independence

Currently, the Company has six directors. Messrs. Banks, Ciccotello and Haile and Ms. Lewis qualify as "independent" directors as defined under the NYSE listing standards. Each of the members of the Company's Audit Committee and Compensation & Corporate Governance Committee qualify as "independent" directors as defined under applicable NYSE listing standards and SEC rules.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~Incorporated by reference to the section captioned "~~Independent Registered Public Accounting Firm Fees and Services~~" in our proxy statement for our 2023 Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report.~~

61The following table sets forth the amounts of the aggregate fees billed to the Company by Ernst & Young LLP ("E&Y") the company's independent registered public accounting firm for the fiscal years ended December 31, 2023 and 2022, respectively:


	2023		2022
Audit Fees(1)	$	1,224,711	$	1,160,362

Tax Fees(2)	958,201		299,373

Total	$	2,182,912	$	1,459,735

____________________

(1)For professional services rendered auditing the Company’s annual financial statements, reviewing interim financial statements, and reviewing the Company’s statutory and regulatory filings with the SEC. The audit fees for December 31, 2023 and December 31, 2022 are based on amounts billed and expected to be billed by E&Y.

(2)For professional services rendered to the Company for tax compliance, tax advice and tax planning.

The Audit Committee pre-approves: (i) the selection of the Company’s independent registered public accounting firm; (ii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Company; and (iii) the fees and other compensation to be paid to the independent registered public accounting firm. The Chair of the Audit Committee of the Company may grant the pre-approval of any engagement of the independent registered public accounting firm for non-audit services, and such delegated pre-approvals will be presented to the full Audit Committee at its next meeting for ratification. Under certain limited circumstances, pre-approvals are not required under securities law regulations for certain non-audit services below certain de minimus thresholds. Since the Company’s adoption of these policies and procedures, the Audit Committee of the Company has pre-approved all audit and non-audit services provided to the Company by E&Y. None of these services provided by E&Y were approved by the Audit Committee pursuant to the de minimus exception. On May 10, 2024, the Company filed Form 8-K disclosing that a notice from E&Y had been received and accepted by the Company regarding E&Y’s declination to stand for re-election as the Company’s independent registered public accounting firm effective upon the filing of this Form 10-K for the year ended December 31, 2023.


Table of Contents						Glossary of Defined Terms

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report on Form 10-K:

1. The Financial Statements listed in the Index to Financial Statements on Page F-1.

2. The Exhibits listed in the Exhibit Index below.

Exhibit No.			Description of Document
2.1.1			Membership Interest Purchase Agreement dated February 4, 2021, by and among CorEnergy Infrastructure Trust, Inc., Crimson Midstream Holdings, LLC, CGI Crimson Holdings, L.L.C., and John D. Grier (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
2.1.2			First Amendment to Membership Purchase Agreement dated March 3, 2021 by and among CorEnergy Infrastructure Trust, Inc., Crimson Midstream Holdings, LLC, CGI Crimson Holdings, L.L.C., and John D. Grier (incorporated by reference to the Registrant's Form 10-K filed March 4, 2021).
2.2			Contribution Agreement dated February 4, 2021, by and among CorEnergy Infrastructure Trust, Inc., Richard C. Green, Rick Kreul, Rebecca M. Sandring, Sean DeGon, Jeff Teeven, Jeffrey E. Fulmer, David J. Schulte (as Trustee of the DJS Trust under Trust Agreement dated July 18, 2016), and Campbell Hamilton, Inc. (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
3.1			Articles of Amendment and Restatement of CorEnergy Infrastructure Trust, Inc., as amended (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016).
3.2			Third Amended and Restated Bylaws (incorporated by reference to the Registrant's current report on Form 8-K, filed August 7, 2017).
3.3			Articles Supplementary, dated January 22, 2015, Establishing and Fixing the Rights and Preferences of the Registrant’s 7.375% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to the Registrant's Form 8-A, filed January 26, 2015).
3.4			Articles Supplementary, dated April 12, 2017, Establishing and Fixing the Rights and Preferences of Additional Shares of the Registrant’s 7.375% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to the Registrant's current report on Form 8-K, filed April 18, 2017).
3.5			Articles Supplementary, dated February 4, 2021, Establishing and Fixing the Rights and Preferences of Additional Shares of the Registrant's Class B Common Stock (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
3.6			Articles Supplementary, dated February 4, 2021, Establishing and Fixing the Rights and Preferences of Additional Shares of the Registrant's Series B Preferred Stock (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
3.7			Articles Supplementary, dated February 4, 2021, Establishing and Fixing the Rights and Preferences of Additional Shares of the Registrant's Series C Preferred Stock (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
3.8			Article Supplementary for Series A Preferred Stock (incorporated by reference to the Registrants Form 8-K filed July 12, 2021).
3.9			Article Supplementary for Series A Preferred Stock filed July 13, 2021 (incorporated by reference to the Registrants Form 8-K filed July 16, 2021).
3.10			Articles Supplementary for Class B Common Stock filed August 19, 2021 (incorporated by reference to the Registrants Form 8-K filed August 25, 2021)
3.11			Articles of Amendment for Class B Common Stock filed August 19, 2021 (incorporated by reference to the Registrants Form 8-K filed August 25, 2021)
3.12			Third Amended and Restated Bylaws, as Amended effective March 10, 2022 (incorporated by reference to the Registrants Form 10-Q filed August 11, 2022).
4.1			Form of Stock Certificate for Common Stock of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's current report on Form 8-K, filed January 14, 2014 (the first Form 8-K filing on such date)).
4.2			Form of Certificate of CorEnergy Infrastructure Trust, Inc.'s 7.375% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to the Registrant's Form 8-A, filed January 26, 2015).
4.3			Indenture relating to the 5.875% Convertible Senior Note due 2025, dated as of August 12, 2019 between CorEnergy Infrastructure Trust, Inc. and U.S. Bank National Association, including the Form of Global Notes attached thereto as Exhibit A (incorporated by reference to the Registrant's current report on Form 8-K, filed August 12, 2019).
4.4			Description of Securities of CorEnergy Infrastructure Trust, Inc. (incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended December 31, 2021, filed March 22, 2022).
10.1.1			Dividend Reinvestment Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 31, 2007 and filed on October 12, 2007).
4.5			Membership Interest Purchase Agreement by and between CorEnergy Infrastructure Trust, Inc., as Seller and Spire Midstream LLC, as Purchaser, Dated as of May 24, 2023 (incorporated by reference to the Registrants Form 8-K, filed May 25, 2023).
10.1.2			Amendment No. 1 to Dividend Reinvestment Plan (incorporated by reference to the Registrant's current report on Form 8-K, filed on April 24, 2019).
10.1.1			Dividend Reinvestment Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended August 31, 2007 and filed on October 12, 2007).
10.2.1			Management Agreement dated April 30, 2014, effective January 1, 2014, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed May 12, 2014).
10.1.2			Amendment No. 1 to Dividend Reinvestment Plan (incorporated by reference to the Registrant's current report on Form 8-K, filed on April 24, 2019).
10.2.2			Management Agreement dated May 8, 2015, effective May 1, 2015 between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 11, 2015).
10.2.1			Management Agreement dated April 30, 2014, effective January 1, 2014, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed May 12, 2014).

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10.2.3			Letter Agreement, dated May 9, 2016, concerning Management Fee for March 31, 2016 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed May 10, 2016).
10.2.2			Management Agreement dated May 8, 2015, effective May 1, 2015 between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 11, 2015).
10.2.4			Letter Agreement, dated March 31, 2019, concerning Incentive Fee for March 31, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2019, filed May 2, 2019).
10.2.3			Letter Agreement, dated May 9, 2016, concerning Management Fee for March 31, 2016 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed May 10, 2016).
10.2.5			Letter Agreement, dated June 30, 2019, concerning Incentive Fee for June 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2019, filed August 1, 2019).
10.2.4			Letter Agreement, dated March 31, 2019, concerning Incentive Fee for March 31, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2019, filed May 2, 2019).
10.2.6			Letter Agreement, dated September 30, 2019, concerning Incentive Fee for September 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2019, filed October 31, 2019).
10.2.5			Letter Agreement, dated June 30, 2019, concerning Incentive Fee for June 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2019, filed August 1, 2019).
10.2.7			Letter Agreement, dated September 30, 2019, concerning Management Fee for September 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2019, filed October 31, 2019).
10.2.6			Letter Agreement, dated September 30, 2019, concerning Incentive Fee for September 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2019, filed October 31, 2019).
10.2.8			Letter Agreement, dated December 31, 2019, concerning Incentive Fee for December 31, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2019, filed February 27, 2020).
10.2.7			Letter Agreement, dated September 30, 2019, concerning Management Fee for September 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2019, filed October 31, 2019).
10.2.9			Letter Agreement, dated December 31, 2019, concerning Management Fee for December 31, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2019, filed February 27, 2020).
10.2.8			Letter Agreement, dated December 31, 2019, concerning Incentive Fee for December 31, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2019, filed February 27, 2020).
10.2.10			Letter Agreement, dated March 31, 2020, concerning Incentive Fee for March 31, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, filed on June 25, 2020).
10.2.9			Letter Agreement, dated December 31, 2019, concerning Management Fee for December 31, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2019, filed February 27, 2020).
10.2.11			Letter Agreement, dated March 31, 2020, concerning Management Fee for March 31, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, filed on June 25, 2020).
10.2.10			Letter Agreement, dated March 31, 2020, concerning Incentive Fee for March 31, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, filed on June 25, 2020).
10.2.12			Letter Agreement, dated June 30, 2020, concerning Management Fee for June 30, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2020, filed on August 4, 2020).
10.2.11			Letter Agreement, dated March 31, 2020, concerning Management Fee for March 31, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, filed on June 25, 2020).
10.2.13			Letter Agreement, dated September 30, 2020, concerning Management Fee for September 30, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2020, filed on November 3, 2020).
10.2.12			Letter Agreement, dated June 30, 2020, concerning Management Fee for June 30, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2020, filed on August 4, 2020).
10.2.14			First Amendment to Management Agreement dated February 4, 2021, by and between CorEnergy Infrastructure Trust, Inc. and Corridor InfraTrust Management, LLC (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
10.2.13			Letter Agreement, dated September 30, 2020, concerning Management Fee for September 30, 2020 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2020, filed on November 3, 2020).
10.3.1			Second Amended Administration Agreement dated December 1, 2011 (incorporated by reference to the Registrant’s current report on Form 8-K, filed December 1, 2011).
10.2.14			First Amendment to Management Agreement dated February 4, 2021, by and between CorEnergy Infrastructure Trust, Inc. and Corridor InfraTrust Management, LLC (incorporated by reference to the Registrant's Form 8-K, filed February 10, 2021).
10.3.2			Amendment and Assignment to the Second Amended Administration Agreement dated August 7, 2012 (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended November 30, 2012, filed February 13, 2013).
10.3.1			Second Amended Administration Agreement dated December 1, 2011 (incorporated by reference to the Registrant’s current report on Form 8-K, filed December 1, 2011).
10.4.1			Purchase and Sale Agreement, dated December 7, 2012, by and between Ultra Wyoming, Inc. and Pinedale Corridor, LP (incorporated by reference to the Registrant’s current report on Form 8-K, filed December 10, 2012 (the first Form 8-K filing on such date)).
10.3.2			Amendment and Assignment to the Second Amended Administration Agreement dated August 7, 2012 (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended November 30, 2012, filed February 13, 2013).
10.4.2			Amendment to Purchase and Sale Agreement, dated December 12, 2012, by and between Ultra Wyoming, Inc. and Pinedale Corridor, LP (incorporated by reference to the Registrant’s current report on Form 8-K, filed December 17, 2012).
10.4.1			Purchase and Sale Agreement, dated December 7, 2012, by and between Ultra Wyoming, Inc. and Pinedale Corridor, LP (incorporated by reference to the Registrant’s current report on Form 8-K, filed December 10, 2012 (the first Form 8-K filing on such date)).
10.4.3			Purchase and Sale Agreement between the Company and Ultra Wyoming LLC, dated June 28, 2020 (incorporated by reference to the Registrant's current report on Form 8-K, filed July 7, 2020).
10.4.2			Amendment to Purchase and Sale Agreement, dated December 12, 2012, by and between Ultra Wyoming, Inc. and Pinedale Corridor, LP (incorporated by reference to the Registrant’s current report on Form 8-K, filed December 17, 2012).
10.5			Second Amended and Restated Term Credit Agreement and Note Purchase Agreement, dated December 29, 2017, between Pinedale Corridor, LP and Prudential Insurance Company of America (incorporated by reference to the Registrant's current report on Form 8-K, filed January 4, 2018).
10.4.3			Purchase and Sale Agreement between the Company and Ultra Wyoming LLC, dated June 28, 2020 (incorporated by reference to the Registrant's current report on Form 8-K, filed July 7, 2020).
10.5.1			Standstill Agreement, dated May 8, 2020, pursuant to Second Amended and Restated Term Credit Agreement and Note Purchase Agreement between Pinedale Corridor LP and Prudential Insurance Company of America (incorporated by reference to the Registrant's current report on Form 8-K, filed May 14, 2020).
10.5			Second Amended and Restated Term Credit Agreement and Note Purchase Agreement, dated December 29, 2017, between Pinedale Corridor, LP and Prudential Insurance Company of America (incorporated by reference to the Registrant's current report on Form 8-K, filed January 4, 2018).
10.5.2			Compromise and Release Agreement between the Company and Prudential, dated June 26, 2020 (incorporated by reference to the Registrant's current report on Form 8-K, filed July 7, 2020).
10.5.1			Standstill Agreement, dated May 8, 2020, pursuant to Second Amended and Restated Term Credit Agreement and Note Purchase Agreement between Pinedale Corridor LP and Prudential Insurance Company of America (incorporated by reference to the Registrant's current report on Form 8-K, filed May 14, 2020).
10.6.1			Lease Agreement dated December 20, 2012 by and between Pinedale Corridor, LP and Ultra Wyoming LGS, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed December 21, 2012).
10.5.2			Compromise and Release Agreement between the Company and Prudential, dated June 26, 2020 (incorporated by reference to the Registrant's current report on Form 8-K, filed July 7, 2020).
10.6.2			First Amendment to Lease, dated June 19, 2013, by and between Pinedale Corridor, LP and Ultra Wyoming LGS, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed August 27, 2013).
10.6.1			Lease Agreement dated December 20, 2012 by and between Pinedale Corridor, LP and Ultra Wyoming LGS, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed December 21, 2012).

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10.6.3			Amended and Restated Limited Guaranty of Collection, dated November 28, 2016, between Ultra Resources, Inc., and Pinedale Corridor, L.P. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2016, filed March 2, 2017).
10.6.2			First Amendment to Lease, dated June 19, 2013, by and between Pinedale Corridor, LP and Ultra Wyoming LGS, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed August 27, 2013).
10.7			First Amended and Restated Limited Partnership Agreement of Pinedale Corridor, LP, dated December 20, 2012, by and between Pinedale GP, Inc. and Ross Avenue Investments, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed December 21, 2012).
10.6.3			Amended and Restated Limited Guaranty of Collection, dated November 28, 2016, between Ultra Resources, Inc., and Pinedale Corridor, L.P. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2016, filed March 2, 2017).
10.8			Membership Interest Purchase Agreement, dated January 14, 2014, by and among Lightfoot Capital Partners, LP, CorEnergy Infrastructure Trust, Inc. and Arc Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed January 14, 2014 (the second Form 8-K filing on such date)).
10.7			First Amended and Restated Limited Partnership Agreement of Pinedale Corridor, LP, dated December 20, 2012, by and between Pinedale GP, Inc. and Ross Avenue Investments, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed December 21, 2012).
10.9			Lease, dated January 21, 2014, by and between LCP Oregon Holdings, LLC and Arc Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed January 22, 2014).
10.8			Membership Interest Purchase Agreement, dated January 14, 2014, by and among Lightfoot Capital Partners, LP, CorEnergy Infrastructure Trust, Inc. and Arc Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed January 14, 2014 (the second Form 8-K filing on such date)).
10.9.1			First Amendment to Lease, dated January 30, 2018, by and between LCP Oregon Holdings, LLC and Zenith Energy Terminals Holdings LLC f/k/a Arc Terminals Holdings LLC (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2017, filed February 28, 2018).
10.9			Lease, dated January 21, 2014, by and between LCP Oregon Holdings, LLC and Arc Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed January 22, 2014).
10.9.2			Second Amendment to Lease, dated June 28, 2018, by and between LCP Oregon Holdings, LLC and Zenith Energy Terminals Holdings LLC f/k/a Arc Terminals Holdings LLC (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed August 2, 2018).
10.9.1			First Amendment to Lease, dated January 30, 2018, by and between LCP Oregon Holdings, LLC and Zenith Energy Terminals Holdings LLC f/k/a Arc Terminals Holdings LLC (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2017, filed February 28, 2018).
10.10			Asset Purchase Agreement, dated January 21, 2014, by and between LCP Oregon Holdings, LLC and Arc Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed January 22, 2014).
10.9.2			Second Amendment to Lease, dated June 28, 2018, by and between LCP Oregon Holdings, LLC and Zenith Energy Terminals Holdings LLC f/k/a Arc Terminals Holdings LLC (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed August 2, 2018).
10.10.1			Asset Purchase and Sale Agreement, dated December 21, 2018, by and between LCP Oregon Holdings, LLC, Corridor Private Holdings, LLC and Zenith Energy Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed December 28, 2018).
10.10			Asset Purchase Agreement, dated January 21, 2014, by and between LCP Oregon Holdings, LLC and Arc Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed January 22, 2014).
10.11.1			Director Compensation Plan of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed August 11, 2014). *
10.10.1			Asset Purchase and Sale Agreement, dated December 21, 2018, by and between LCP Oregon Holdings, LLC, Corridor Private Holdings, LLC and Zenith Energy Terminals Holdings LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed December 28, 2018).
10.11.2			Amendment No. 1 to Director Compensation Plan of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Registration Statement on Form S-8, filed September 17, 2014 (File No. 333-198799)). *
10.11.1			Director Compensation Plan of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed August 11, 2014). *
10.11.3			Amendment No. 2 to Director Compensation Plan of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016). *
10.11.2			Amendment No. 1 to Director Compensation Plan of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Registration Statement on Form S-8, filed September 17, 2014 (File No. 333-198799)). *
10.12.1			Revolving Credit Agreement dated as of September 26, 2014 by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's current report on Form 8-K, filed September 30, 2014).
10.11.3			Amendment No. 2 to Director Compensation Plan of CorEnergy Infrastructure Trust, Inc. (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016). *
10.12.2			First Amendment to Revolving Credit Agreement, dated November 24, 2014 by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's current report on Form 8-K, filed November 25, 2014).
10.12.1			Revolving Credit Agreement dated as of September 26, 2014 by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's current report on Form 8-K, filed September 30, 2014).
10.12.3			Amended and Restated Revolving Credit Agreement, dated July 8, 2015, by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's current report on Form 8-K, filed July 8, 2015).
10.12.2			First Amendment to Revolving Credit Agreement, dated November 24, 2014 by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's current report on Form 8-K, filed November 25, 2014).
10.12.4			First Amendment, dated November 4, 2015, and effective as of September 30, 2015, to Amended and Restated Revolving Credit Agreement, dated July 8, 2015, by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016).
10.12.3			Amended and Restated Revolving Credit Agreement, dated July 8, 2015, by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's current report on Form 8-K, filed July 8, 2015).
10.12.5			Limited Consent and Amendment, dated March 4, 2016 by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016).
10.12.4			First Amendment, dated November 4, 2015, and effective as of September 30, 2015, to Amended and Restated Revolving Credit Agreement, dated July 8, 2015, by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016).
10.12.6			Second Amendment to Amended and Restated Revolving Credit Agreement, dated July 28, 2017, by and among the Company and Regions Bank, et al (incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 2, 2017).
10.12.5			Limited Consent and Amendment, dated March 4, 2016 by and among the Company and Regions Bank, et al (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2015, filed March 14, 2016).
10.12.7			Limited Consent, dated May 14, 2020, pursuant to Second Amendment to Amended and Restated Revolving Credit Agreement, dated July 28, 2017, by and among the Company and Regions Bank, et al. (incorporated by reference to the Registrant's current report on Form 8-K, filed May 14, 2020).
10.12.6			Second Amendment to Amended and Restated Revolving Credit Agreement, dated July 28, 2017, by and among the Company and Regions Bank, et al (incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 2, 2017).
10.13.1			Limited Liability Company Interests Purchase Agreement, dated November 17, 2014 between CorEnergy Infrastructure Trust, Inc. and Mogas Energy, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed November 17, 2014).
10.12.7			Limited Consent, dated May 14, 2020, pursuant to Second Amendment to Amended and Restated Revolving Credit Agreement, dated July 28, 2017, by and among the Company and Regions Bank, et al. (incorporated by reference to the Registrant's current report on Form 8-K, filed May 14, 2020).
10.13.2			Amendment to Limited Liability Company Interests Purchase Agreement, dated November 18, 2014 between CorEnergy Infrastructure Trust, Inc. and Mogas Energy, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed November 20, 2014).
10.13.1			Limited Liability Company Interests Purchase Agreement, dated November 17, 2014 between CorEnergy Infrastructure Trust, Inc. and Mogas Energy, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed November 17, 2014).
10.14.1			Firm Service Transportation Agreement, Contract No. FRM-LGC-1001, dated March 1, 2017, between MoGas Pipeline LLC and Laclede Gas Company (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2016, filed March 2, 2017).
10.13.2			Amendment to Limited Liability Company Interests Purchase Agreement, dated November 18, 2014 between CorEnergy Infrastructure Trust, Inc. and Mogas Energy, LLC (incorporated by reference to the Registrant's current report on Form 8-K, filed November 20, 2014).
10.14.2			Firm Service Transportation Agreement, Contract No. FRM-SPR-1001, dated October 30, 2020, between MoGas Pipeline LLC and Spire Missouri, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 3, 2020).
10.14.1			Firm Service Transportation Agreement, Contract No. FRM-LGC-1001, dated March 1, 2017, between MoGas Pipeline LLC and Laclede Gas Company (incorporated by reference to the Registrant's Annual Report on Form 10-K, for the year ended December 31, 2016, filed March 2, 2017).
10.15.1			Purchase and Sale Agreement, dated June 22, 2015, by and between Grand Isle Corridor, LP and Energy XXI USA, Inc. (incorporated by reference to the Registrant's current report on Form 8-K, filed June 22, 2015).
10.14.2			Firm Service Transportation Agreement, Contract No. FRM-SPR-1001, dated October 30, 2020, between MoGas Pipeline LLC and Spire Missouri, Inc. (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 3, 2020).
10.15.2			Guaranty, dated June 22, 2015, by CorEnergy Infrastructure Trust, Inc. in favor Energy XXI USA, Inc. (incorporated by reference to the Registrant's current report on Form 8-K, filed June 22, 2015).
10.15.1			Purchase and Sale Agreement, dated June 22, 2015, by and between Grand Isle Corridor, LP and Energy XXI USA, Inc. (incorporated by reference to the Registrant's current report on Form 8-K, filed June 22, 2015).
10.15.3			Guaranty, dated June 22, 2015, by Energy XXI Ltd in favor of Grand Isle Corridor, LP (incorporated by reference to the Registrant's current report on Form 8-K, filed June 22, 2015).
10.15.2			Guaranty, dated June 22, 2015, by CorEnergy Infrastructure Trust, Inc. in favor Energy XXI USA, Inc. (incorporated by reference to the Registrant's current report on Form 8-K, filed June 22, 2015).

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