UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

SANDRIDGE ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment Of Filing Fee (Check The Appropriate Box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee Computed On Table In Exhibit Required By Item 25(B) Per Exchange Act Rules 14a-6(I)(1) And 0-11.

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A Message from the Board of Directors

To Our Stockholders,

You are cordially invited to the 2026 Annual Meeting of Stockholders of SandRidge Energy, Inc. (the “Company”) which will be held at The Renaissance Oklahoma City Downtown Bricktown Hotel-Warehouse Room (2nd Floor), 100 East Sheridan Avenue, Oklahoma City, Oklahoma 73104, on June 10, 2026, at 1:00 p.m., central time.

The formal Notice of Annual Meeting and Proxy Statement, which are contained in the following pages, outline the actions that will, or may, be taken by stockholders at the Annual Meeting.

Your vote is important, and we encourage you to vote even if you are unable to attend the Annual Meeting. You may vote by internet or by telephone using the instructions on the Notice of Annual Meeting or by signing and returning the proxy card in the postage-paid envelope provided for your convenience. You may also attend and vote at the Annual Meeting.

On behalf of the Board and management, we sincerely appreciate your continued support.

For the Board of Directors,

Grayson Pranin,

President and Chief Executive Officer

SandRidge Energy, Inc.

In accordance with Securities and Exchange Commission rules, we are furnishing proxy materials to our stockholders primarily via the Internet. On or about April 27, 2026, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our 2025 Annual Report and how to vote online. If you received the Notice and would prefer to receive paper copies of the proxy materials, you may do so by following the instructions provided in the Notice.

Your vote is important. Please vote your shares promptly. You can find voting instructions in the Proxy Statement.

If you have any questions or require any assistance with respect to voting your shares, please contact the Company’s proxy solicitor at the contact listed below:

HKL & Co., LLC

263 Tresser Blvd., 9th Floor

Stamford, CT 06901

Call Toll-Free (800) 339-9883

Email: SandRidge@hklco.com

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Notice of Annual Meeting of Stockholders

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting To Be Held on June 10, 2026.

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of SandRidge Energy, Inc., a Delaware corporation (the “Company” or “SandRidge”), will be held at The Renaissance Oklahoma City Downtown Bricktown Hotel-Warehouse Room (2nd Floor), 100 East Sheridan Avenue, Oklahoma City, Oklahoma 73104, on June 10, 2026, at 1:00 p.m., central time, with respect to the proposals described below:

1.	To elect six directors to serve on our Board of Directors (the “Board”) until the Company’s annual meeting in 2027, and until their successors are elected and duly qualified;

2.	To ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.	To approve, through a non-binding vote, the compensation paid to the Company’s named executive officers (identified herein) during 2025;

4.	To approve the extension of the term of the Company’s 2016 Omnibus Incentive Plan (as amended and restated as of August 8, 2018, the “Omnibus Incentive Plan”) to 2036; and

5.	To conduct such other business as may properly be presented at the Annual Meeting, or at any and all adjournments or postponements thereof.

For information on how to obtain directions to the Annual Meeting, please visit our website at http://www.sandridgeenergy.com/contact/.

The Annual Meeting may be adjourned from time to time. At any adjourned meeting, action with respect to the matters specified in this notice may be taken without further notice to stockholders, unless required by applicable law or the Amended and Restated Bylaws of the Company (the “Bylaws”).

Stockholders of record of shares of our common stock at the close of business on April 13, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. A list of our stockholders as of the close of business on the Record Date will be available at the Annual Meeting and at, by appointment, the Company’s corporate office, 1 East Sheridan, Suite 500, Oklahoma City, Oklahoma 73104, for the ten days prior to the Annual Meeting.

This notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available on the Internet or by mail. We encourage you to access and review the proxy materials before voting.

********************

We value your participation. It is important that your shares be represented and voted at the Annual Meeting regardless of whether you attend the Annual Meeting in person. The accompanying Proxy Statement provides detailed information about the matters to be considered at the Annual Meeting. Please read it carefully. To ensure your shares are represented at the Annual Meeting, please vote your shares via (1) a toll-free telephone number, (2) on the Internet or (3) by completing, signing, dating and mailing a proxy card. Instructions regarding the three methods of voting are contained in the proxy card and the Notice. If you vote your shares via telephone or on the Internet, you will need the 16-digit control number included on your Notice or proxy card.

The Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the Proxy Statement, including any documents incorporated by reference, carefully and in their entirety.

The Notice of Annual Meeting of Stockholders and Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) are available on our website at http://www.sandridgeenergy.com. In addition, we will provide a copy of the Proxy Statement and our 2025 Annual Report without charge to any stockholder who submits a request to HKL & Co., LLC, the Company’s proxy solicitor:

HKL & Co., LLC

263 Tresser Blvd., 9th Floor

Stamford, CT 06901

Call Toll-Free (800) 339-9883

Email: SandRidge@hklco.com

In order to facilitate timely delivery, you must request the information no later than May 27, 2026.

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Table of Contents

A Message from the Board of Directors			ii

Notice of Annual Meeting of Stockholders			iii

Solicitation of Proxies			1

Questions and Answers about the Annual Meeting			2
Casting Your Vote			5
Board and Governance Matters			6
Proposal 1: Election of Directors			6
Director Nomination and Board Composition			10
The Board’s Role and Responsibilities			11
Board Processes and Policies			14
Director Compensation			15
Audit Matters			16
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm			16
Report of the Audit Committee			17

Executive Officers			19

Executive Compensation			20
Proposal 3: Non-Binding Advisory Vote on 2025 NEO Compensation			20
Compensation Committee Message and Report			21

Executive Compensation Tables			30
Summary Compensation Table			30
Outstanding Equity Awards at Fiscal Year-End			32
Potential Payments Upon Termination or Change in Control			33

Incentive Plan Matters			44
Proposal 4: Extension of the Term of the Omnibus Incentive Plan			44

Ownership of our Stock			49

General Information			50
Stockholder Proposals and Nominations			50
Other Matters			50

Annex A: Incentive Plan Amendment			A-1

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Solicitation of Proxies

The enclosed proxy is solicited by the Board of SandRidge Energy, Inc. for use at the 2026 Annual Meeting of Stockholders, or the Annual Meeting, to be held at The Renaissance Oklahoma City Downtown Bricktown Hotel-Warehouse Room (2nd Floor), 100 East Sheridan Avenue, Oklahoma City, Oklahoma 73104, on June 10, 2026, at 1:00 p.m., Central Time, or at any adjournment or postponement thereof. In this Proxy Statement, unless the context requires otherwise, when we refer to “we,” “us,” “our,” “SandRidge” or the “Company,” we are describing SandRidge Energy, Inc., a Delaware corporation, and when we refer to the “Board,” we are describing the Company’s Board. We refer to holders of common stock as of April 13, 2026, or the Record Date, as “stockholders.” Proxies are solicited to give all stockholders an opportunity to vote on matters properly presented at the Annual Meeting.

Our Annual Report to stockholders for the year ended December 31, 2025 (“Annual Report”), including audited financial statements, accompanies this Proxy Statement. The Annual Report to stockholders is not incorporated by reference into this Proxy Statement or deemed to be a part of the materials used for the solicitation of proxies. This Proxy Statement, proxy card, and our 2025 Annual Report to Stockholders will be made available to our stockholders beginning on or about April 27, 2026.

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Questions and Answers about the Annual Meeting

Why am I receiving this Proxy Statement?

The Board is soliciting your proxy to vote at our Annual Meeting because you owned shares of our common stock at the close of business on April 13, 2026 (the “Record Date”) and, therefore, are entitled to vote at the Annual Meeting. At the Annual Meeting, the Company asks you to vote on four proposals:

•	Proposal 1: To elect six directors to serve on our Board until the Company’s annual meeting in 2027;

•	Proposal 2: To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

•	Proposal 3: To approve, through a non-binding vote, the compensation paid to the Company’s named executive officers (identified herein) (the “Advisory Vote on NEO Compensation”); and

•	Proposal 4: To approve the extension of the term of the Company’s Omnibus Incentive Plan to 2036.

How does the Board recommend I vote on the proposals, and what is the vote required for each proposal?

The Board’s voting recommendation, the vote required, and the effect of abstentions and broker non-votes for each of the proposals are listed as follows:

Proposal

Vote Required for

Approval

Effect of

Abstentions

Effect of Broker

Non-Votes

Board’s

Recommendation

Proposal 1: To elect six directors to serve on our Board until the Company’s annual meeting in 2027

The affirmative vote of a majority of the shares entitled to vote on the election of directors is required for the election of each nominee.

Abstentions will have the same effect as a vote against the nominee.

Broker non-votes will have the same effect as a vote “against” the nominee.

FOR each nominee

Proposal 2: To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

The affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal is required.

Abstentions will have the same effect as a vote against the proposal.

There will be no broker non-votes on this proposal.

FOR

Proposal 3: To approve, through a non-binding vote, the compensation paid to the Company’s named executive officers.

The affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal is required.

Abstentions will have the same effect as a vote against the proposal.

Broker non-votes will have no effect on the vote with respect to this proposal.

FOR

Proposal 4: To approve the extension of the term of the Omnibus Incentive Plan to 2036.

The affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal is required.

Abstentions will have the same effect as a vote against the proposal.

Broker non-votes will have no effect on the vote with respect to this proposal.

FOR

The Company reminds stockholders that only the most recently dated proxy card voting instructions will be counted and any prior dated proxy card or voting instruction form will be disregarded.

When and where is the meeting?

The Annual Meeting will be held at The Renaissance Oklahoma City Downtown Bricktown Hotel-Warehouse Room (2nd Floor), 100 East Sheridan Avenue, Oklahoma City, Oklahoma 73104, at 1:00 p.m., central time, on June 10, 2026.

Who is soliciting my vote?

The Board, on behalf of the Company, is soliciting your proxy to vote your shares of our common stock on all matters before the Annual Meeting, whether or not you attend in person. By completing, signing, dating and returning the proxy card or voting instruction form, or by submitting your proxy and voting instructions by telephone or via the internet, you are authorizing the persons named as proxies to vote your shares of our common stock at the Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by the Company’s directors, director nominees and certain executive officers and other employees of the Company.

Additionally, the Company has retained HKL & Co., LLC, a proxy solicitation firm, which may solicit proxies on the Board’s behalf. You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website or other websites. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement. In addition, none of the information on the other websites, if any, listed in this Proxy Statement is part of this Proxy Statement.

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Why is the Board making such recommendation?

We describe each proposal and the Board’s reason for its recommendation with respect to each proposal elsewhere in this Proxy Statement.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. On April 13, 2026, there were 36,918,259 shares of our common stock issued, outstanding and entitled to vote at the Annual Meeting. Each outstanding share of common stock is entitled to one vote, including unvested shares of restricted stock issued to our directors, executive officers and employees.

How do I vote my shares?

The process for voting your shares depends on how your shares are held. Generally, you may hold shares in your name as a “record holder” or in “street name” through a nominee, such as a broker or bank.

If you hold shares in your name as a “record holder,” you can vote either in person at the Annual Meeting or by proxy whether or not you attend the Annual Meeting utilizing one of the following methods:

•	By mail: All stockholders of record who received paper copies of our proxy materials can vote by marking, signing, dating, and returning their proxy card. If you are a stockholder of record and received a Notice, you may request a proxy card by following the instructions included in the Notice.

•	By telephone: Please call the number listed on your Notice or proxy card and follow the recorded instructions. You will need the 16-digit control number included on your Notice or proxy card.

•	By internet: Please visit www.proxyvote.com or, if you received printed copies of your proxy materials, scan the QR code located on your proxy card. You will need the 16-digit control number included on your Notice or proxy card.

•	In person at the Annual Meeting: Please follow the instructions for attending the Annual Meeting. All votes must be received before the polls close during the Annual Meeting. Voting in person at the Annual Meeting will replace any previous votes.

The telephone and internet voting facilities for the stockholders of record of all shares will close at 11:59 p.m., Eastern Time, on June 9, 2026.

If you are a record holder and wish to attend the Annual Meeting and vote in person, you will be given a ballot at the Annual Meeting. Please note that you may vote by proxy prior to June 10, 2026 and still attend the Annual Meeting. Even if you currently plan to attend the Annual Meeting in person, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you vote by Internet or telephone or return your signed proxy card or voting instruction form, your shares will be voted as you indicate. If you do not indicate how your shares are to be voted on a proposal, if you are a holder of record your shares will be voted, with respect to that proposal, in accordance with the voting recommendations of the Board.

If your shares are held in the name of a broker, bank or other nominee (as is the case when you hold shares in a brokerage account), you should receive separate instructions from the record holder of your shares describing how to vote. Please instruct your broker how to vote your shares using the voting instruction form you receive from your broker. Please return your completed proxy card or voting instruction form to your broker and contact the person responsible for your account so that your vote can be counted. If your broker permits you to provide voting instructions by internet or by telephone, you may vote that way as well.

If your shares are held in the name of a broker, bank or other nominee and you want to vote in person, you will need to obtain and bring with you to the Annual Meeting a legal proxy from the record holder of your shares as of the close of business on April 13, 2026, indicating that you were a beneficial owner of shares as of the close of business on such date and further indicating the number of shares that you beneficially owned at that time.

What is a quorum?

A quorum is the presence at the Annual Meeting, in person or represented by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting as of the Record Date. There must be a quorum for the Annual Meeting to be held. If you submit a valid proxy card, vote by telephone or the internet, or attend the Annual Meeting and vote in person, your shares will be counted as present to determine whether there is a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum.

If I have already voted by proxy on the proposals, can I still change my mind?

Yes. If you are a stockholder of record, you can revoke your proxy before it is counted by (1) sending written notice of revocation that is dated later than the date of your proxy to Chief Financial Officer, SandRidge Energy, Inc., 1 East Sheridan, Suite 500, Oklahoma City, Oklahoma 73104, that we receive no later than June 9, 2026, (2) timely delivering or submitting a valid, later-dated proxy that we receive no later than the conclusion of voting at the Annual Meeting, (3) voting again by telephone or through the internet, or (4) if you are present at the Annual Meeting and either vote in person or notify the Chief Financial Officer in writing at the Annual Meeting of your wish to revoke your proxy. Your attendance alone at the Annual Meeting will not be enough to revoke your proxy.

If you own shares of our common stock in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee within the time provided to you by your bank, broker or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee which holds your shares in street name.

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How many votes do I have?

Stockholders are entitled to one vote per proposal for each share of our common stock owned as of the close of business on the Record Date. All votes will be tabulated by an inspector of election appointed by the Company for the Annual Meeting, who will separately tabulate affirmative and negative votes and abstentions in accordance with the Delaware General Corporation Law (“DGCL”).

How will my shares of common stock be voted?

The shares of our common stock represented by any proxy card which is properly executed and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications you make thereon. Where a choice has been specified on the proxy card with respect to the proposal, the shares represented by the proxy card will be voted in accordance with the specifications. If you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted FOR the election of six directors to serve on our Board until the Company’s annual meeting in 2027 (Proposal 1); FOR the ratification of the selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); FOR the Advisory Vote on NEO Compensation (Proposal 3); and FOR the approval of the extension of the term of the Omnibus Incentive Plan to 2036 (Proposal 4).

May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?

You may submit proposals for consideration at future stockholder meetings, including director nominations. In order for a stockholder proposal to be considered for inclusion in our proxy statement for next year’s annual meeting, the written proposal must be received by us no later than December 28, 2026, and must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For a stockholder proposal, including a director nomination, to be considered at next year’s annual meeting but not included in the proxy statement relating to such meeting, the written proposal must be received by us no earlier than March 12, 2027, nor later than the close of bus

SEC Form DEF 14A filed by SandRidge Energy Inc.