AREX / Approach Resources, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

- 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-33801 APPROACH RESOURCES INC. (Exact name of registrant as specifi

Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Bankruptcy or Receivership - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 31, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commi

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POS AM As filed with the Securities and Exchange Commission on December 30, 2020 Registration No.

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S-8 POS As filed with the Securities and Exchange Commission on December 30, 2020 Registration No.

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S-8 POS As filed with the Securities and Exchange Commission on December 30, 2020 Registration No.

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POS AM As filed with the Securities and Exchange Commission on December 30, 2020 Registration No.

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 30, 2020 Registration No.

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S-8 POS As filed with the Securities and Exchange Commission on December 30, 2020 Registration No.

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S-8 POS As filed with the Securities and Exchange Commission on December 30, 2020 Registration No.

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POS AM As filed with the Securities and Exchange Commission on December 30, 2020 Registration No.

Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 16, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissio

Amended Joint Plan of Liquidation of Approach Resources Inc. and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code, dated December 14, 2020

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: §Chapter 11 § APPROACH RESOURCES INC.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

EX-99.1 3 arex-ex9916.htm EX-99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: APPROACH RESOURCES INC., et al., Debtors.1 § § § § § § § § Chapter 11 Case No. 19-36444 (MI) (Jointly Administered) Re: Dkt. Nos. 671, 700 FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) APPROVING THE DISCLOSURE STATEMENT IN SUPPORT OF LIQUIDATION OF APPROACH RESOU

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Bankruptcy or Receivership - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 25, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 3, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissio

Asset Purchase Agreement, between Approach Resources Inc. and Zarvona III-A, L.P., dated as of September 3, 2020

Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG Zarvona III-A, L.P., APPROACH RESOURCES INC., AND CERTAIN SUBSIDIARIES OF APPROACH RESOURCES INC. Dated as of September 3, 2020 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Capitalized Terms 14 Section 1.3 Interpretive Provisions 15 ARTICLE 2 PURCHASE AND SALE 16 Section 2.1 The Assets 16 Section 2.2 Ex

Global Compromise Settlement Agreement and Mutual General Release, dated June 9, 2020

EX-10.1 2 arex-ex1016.htm EX-10.1 GLOBAL COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Global Compromise Settlement Agreement and Mutual General Release (“Settlement Agreement”) is made and entered into by and among the Parties and is effective as of the Effective Date. I.PARTIES The parties to this Settlement Agreement are the following: 1.01.Approach Resources Inc., a Delaware

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission Fil

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March, 26, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Key Employee Incentive Plan

Exhibit 10.1 APPROACH RESOURCES INC. KEY EMPLOYEE INCENTIVE PLAN THIS KEY EMPLOYEE INCENTIVE PLAN (the “Plan”) is made and executed by Approach Resources Inc., a Delaware corporation (the “Company”), effective as of the date this Plan is approved by the Bankruptcy Court (as defined below), to provide an opportunity to receive incentive compensation to the Eligible Executives (as defined below) in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 18, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissio

First Amendment to Senior Secured Super Priority Debtor-In-Possession Credit Agreement, dated as February 10, 2020, by and among the Company, as borrower, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, and the financial institutions or other entities from time to time parties thereto as lenders

Exhibit 10.1 FIRST AMENDMENT TO SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT This First Amendment to Senior Secured Super Priority Debtor-in-Possession Credit Agreement (this “First Amendment”), dated as of February 10, 2020, is effective as of January 9, 2020 (the “First Amendment Effective Date”), by and among APPROACH RESOURCES INC., a corporation duly formed and existing

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 10, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissio

Asset Purchase Agreement, between Approach Resources Inc. and Alpine Energy Acquisitions, LLC, and joined in for certain purposes by Alpine Energy Capital, LLC, dated as of February 4, 2020

EX-2.1 2 arex-ex216.htm EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG ALPINE ENERGY ACQUISITIONS, LLC, AS BUYER APPROACH RESOURCES INC., AND CERTAIN SUBSIDIARIES OF APPROACH RESOURCES INC., AS SELLERS, AND JOINED IN FOR CERTAIN PURPOSES BY ALPINE ENERGY CAPITAL, LLC Dated as of February 4, 2020 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS2 Section 1.1Definitions2 Section 1.2Other Capita

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 4, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 28, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2020 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissio

Senior Secured Super Priority Debtor-In-Possession Credit Agreement, dated as of December 18, 2019, by and among the Company, as borrower, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, and the financial institutions or other entities from time to time parties thereto as lender

Exhibit 10.1 $41,250,000 Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of December 18, 2019 among Approach Resources Inc., as Borrower, the Guarantors Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Bank, and The Lenders Party Hereto JPMorgan Securities LLC Sole Lead Arranger and Sole Bookrunner Table Of Contents Page Article I DEFINITION

Approach Resources Inc. Commences Voluntary Chapter 11 Case with Support of Lenders and Continues Exploring Strategic Alternatives; Receives $16.5 million Financing Commitment to Bolster Liquidity

Exhibit 99.1 News Release For Immediate Release November 18, 2019 Approach Resources Inc. Commences Voluntary Chapter 11 Case with Support of Lenders and Continues Exploring Strategic Alternatives; Receives $16.5 million Financing Commitment to Bolster Liquidity Fort Worth, Texas, November 18, 2019 – Approach Resources Inc. (OTC: AREX) announced today that it, along with all of its subsidiaries, h

Regulation FD Disclosure, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 18, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissio

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ 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: 001-33801 APPRO

AREX / Approach Resources, Inc. NT 10-Q - - NT 10-Q_9-30-2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Commission file number: 001-33801 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 31, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Ninth Amendment to Limited Forbearance Agreement dated as of October 21, 2019, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Lenders party thereto (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 16, 2019, and incorporated herein by reference).

EX-10.1 2 arex-ex1016.htm EX-10.1 Exhibit 10.1 NINTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT NINTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of October 21, 2019 (the “Amendment Effective Date”), to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “For

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 21, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Eighth Amendment to Limited Forbearance Agreement dated as of October 15, 2019, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Lenders party thereto (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 16, 2019, and incorporated herein by reference).

Exhibit 10.1 EIGHTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT EIGHTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of October 15, 2019 (the “Amendment Effective Date”), to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPR

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 15, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Seventh Amendment to Limited Forbearance Agreement dated as of October 3, 2019, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Lenders party thereto (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 4, 2019, and incorporated herein by reference).

Exhibit 10.1 SEVENTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT SEVENTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of October 3, 2019 (the “Amendment Effective Date”), to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APP

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 arex-8k20191003.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 3, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 arex-8k20190926.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 26, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdicti

Key Employee Retention Plan (Eligible Executives)

EX-10.1 2 arex-ex1016.htm EX-10.1 Exhibit 10.1 APPROACH RESOURCES INC. KEY EMPLOYEE RETENTION PLAN (Eligible Executives) THIS KEY EMPLOYEE RETENTION PLAN (the “Plan”) is made and executed by Approach Resources Inc., a Delaware corporation (the “Company”), to provide for certain payments to those Eligible Executives (as defined below) of the Company and its Affiliates that the Company would like to

Sixth Amendment to Limited Forbearance Agreement dated as of September 11, 2019, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Lenders party thereto (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 12, 2019, and incorporated herein by reference).

Exhibit 10.1 SIXTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT SIXTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of September 11, 2019 (the “Amendment Effective Date”), to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPR

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 arex-8k20190911.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 11, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdicti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 4, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissio

Fifth Amendment to Limited Forbearance Agreement dated as of September 4, 2019, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Lenders party thereto (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 4, 2019, and incorporated herein by reference).

Exhibit 10.1 FIFTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT FIFTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of September 4, 2019 (the “Amendment Effective Date”), to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPRO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 28, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Fourth Amendment to Limited Forbearance Agreement dated as of August 28, 2019, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Lenders party thereto (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 28, 2019, and incorporated herein by reference).

Exhibit 10.1 FOURTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT FOURTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of August 28, 2019, to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPROACH RESOURCES INC., a Delaware co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 16, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Third Amendment to Limited Forbearance Agreement dated August 16, 2019

Exhibit 10.1 THIRD AMENDMENT TO LIMITED FORBEARANCE AGREEMENT THIRD AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of August 16, 2019, to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPROACH RESOURCES INC., a Delaware corp

Amendment dated May 1, 2019, to Gas Purchase Contract dated as of January 1, 2011, between Approach Resources I, LP and Approach Oil & Gas Inc. as Seller and DCP Midstream, LP as Buyer.

EX-10.9 2 arex-ex10983.htm EX-10.9 Exhibit 10.9 THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. AMENDMENT TO GAS PURCHASE CONTRACT This Amendment dated and effective as of May 1, 2019 (the “Effective Date”) is between APP

AREX / Approach Resources, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ 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: 001-33801 APPROACH R

Approach Resources Inc. Reports Second Quarter 2019 Results

Exhibit 99.1 News Release For Immediate Release August 8, 2019 Approach Resources Inc. Reports Second Quarter 2019 Results Fort Worth, Texas, August 8, 2019 – Approach Resources Inc. (NASDAQ: AREX) today reported second quarter 2019 financial and operational results. Financial and operational results for second quarter 2019 • Production of 875 MBoe or 9.6 MBoe/day • Net loss was $13.6 million or $

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission F

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 22, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission Fi

Second Amendment to Limited Forbearance Agreement dated as of July 22, 2019, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Lenders party thereto (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 22, 2019, and incorporated herein by reference).

Exhibit 10.1 SECOND AMENDMENT TO LIMITED FORBEARANCE AGREEMENT SECOND AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of July 22, 2019, to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPROACH RESOURCES INC., a Delaware corp

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission Fi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 2, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission Fil

First Amendment to Limited Forbearance Agreement dated as of June 21, 2019, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent and each of the Lenders party thereto (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 24, 2019, and incorporated herein by reference).

EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO LIMITED FORBEARANCE AGREEMENT FIRST AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of June 21, 2019, to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPROACH RESOURCES INC., a Delawar

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 21, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Comm

AREX / Approach Resources, Inc. DEFA14A - - DEFA14A

DEFA14A 1 d668351ddefa14a.htm DEFA14A 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 (Amendment No. ) 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

AREX / Approach Resources, Inc. DEF 14A - - DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Third Amended and Restated Bylaws of Approach Resources Inc (filed as Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2019, and incorporated herein by reference).

Exhibit 3.4 THIRD Amended and Restated Bylaws As Adopted on May 8, 2019 ARTICLE I OFFICES Section 1.Name. The name of the corporation is Approach Resources Inc. (hereinafter called the “Corporation”). Section 2.Registered Office. The registered office of the Corporation required by the state of incorporation of the Corporation to be maintained in the state of incorporation of the Corporation shall

AREX / Approach Resources, Inc. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ 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: 001-33801 APPROACH

Consulting Agreement by and between Approach Resources Inc. and J. Ross Craft dated April 8, 2019.

Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is executed as of April 8, 2019, to be effective as of the Effective Date (defined below) by and between Approach Resources Inc., a Delaware corporation (the “Company”), and J. Ross Craft (“Consultant”; Company and Consultant shall sometimes be referred to herein as “Party” and collectively as “Parties”). WHEREAS, the C

Consulting Agreement by and between Approach Resources Inc. and Qingming Yang dated April 10, 2019.

EX-10.4 6 arex-ex104120.htm EX-10.4 Exhibit 10.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is executed as of April 10, 2019, to be effective as of the Effective Date (defined below) by and between Approach Resources Inc., a Delaware corporation (the “Company”), and Qingming Yang (“Consultant”; Company and Consultant shall sometimes be referred to herein as “Party” and colle

Limited Forbearance Agreement dated as of May 9, 2019, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and each of the Lenders party thereto.

EX-10.6 8 arex-ex106263.htm EX-10.6 Exhibit 10.6 LIMITED FORBEARANCE AGREEMENT This LIMITED FORBEARANCE AGREEMENT (this “Agreement”), is entered into as of May 9, 2019, among APPROACH RESOURCES INC., a Delaware corporation, as the Borrower (the “Borrower”), each Guarantor (as such term is defined in the Credit Agreement referenced below) (the Borrower, together with each Guarantor, collectively, t

Separation and Consulting Agreement by and between Approach Resources Inc. and J. Curtis Henderson dated April 8, 2019.

EX-10.5 7 arex-ex105119.htm EX-10.5 Exhibit 10.5 April 8, 2019 BY EMAIL AND BY FEDEX J. Curtis Henderson [***] Dear Curtis: This letter agreement (the “Agreement”) confirms our agreement relating to your separation from employment with Approach Resources Inc. (the “Company”). 1.Separation Date: Your employment with the Company shall end by your voluntary resignation effective as of the close of bu

Separation Agreement by and between Approach Resources Inc. and J. Ross Craft dated April 8, 2019.

Exhibit 10.1 April 8, 2019 BY EMAIL AND FEDEX J. Ross Craft [***] Dear Ross: This letter agreement (the “Agreement”) confirms our agreement relating to your separation from employment with Approach Resources Inc. (the “Company”). 1.Separation Date: Your employment with the Company shall end by your voluntary resignation effective as of the close of business on the date this Agreement is signed by

Separation Agreement by and between Approach Resources Inc. and Qingming Yang dated April 10, 2019.

EX-10.3 5 arex-ex103121.htm EX-10.3 Exhibit 10.3 April 10, 2019 BY EMAIL AND BY FEDEX Qingming Yang [***] Dear Qingming: This letter agreement (the “Agreement”) confirms our agreement relating to your separation from employment with Approach Resources Inc. (the “Company”). 1.Separation Date: Your employment with the Company shall end by your voluntary resignation effective as of the close of busin

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission File

Approach Resources Inc. Reports First Quarter 2019 Results

Exhibit 99.1 News Release For Immediate Release May 9, 2019 Approach Resources Inc. Reports First Quarter 2019 Results Fort Worth, Texas, May 9, 2019 – Approach Resources Inc. (NASDAQ: AREX) today reported first quarter 2019 financial and operational results. Financial and operational highlights for first quarter 2019 • Production of 906 MBoe or 10.1 MBoe/day • Net loss was $16.8 million or $0.18

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission File

AREX / Approach Resources, Inc. 10-K/A (Annual Report) 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2018 OR ☐ 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: 001-33801 APPROACH RES

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 8, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission Fi

Approach Resources Inc. Announces Changes to Executive Management Team and Reduction of Corporate Overhead

Exhibit 99.1 News Release For Immediate Release April 9, 2019 Approach Resources Inc. Announces Changes to Executive Management Team and Reduction of Corporate Overhead Fort Worth, Texas, April 9, 2019 – Approach Resources Inc. (NASDAQ: AREX) (“Approach” or the “Company”) today announced that Sergei Krylov, who has served as the Company’s Executive Vice President and Chief Financial Officer since

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 18, 2019 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission F

Approach Resources Inc. Reports Fourth Quarter and Full-Year 2018 Financial and Operating Results

Exhibit 99.1 News Release For Immediate Release March 18, 2019 Approach Resources Inc. Reports Fourth Quarter and Full-Year 2018 Financial and Operating Results Fort Worth, Texas, March 18, 2019 – Approach Resources Inc. (NASDAQ: AREX) today reported financial and operational results for the fourth quarter and full-year 2018, estimated year-end 2018 proved reserves and provided an update on its ef

Subsidiaries. (filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed March 18, 2019, and incorporated herein by reference).

Exhibit 21.1 Subsidiaries of Approach Resources Inc. Name Jurisdiction of Incorporation or Formation Approach Oil & Gas Inc. Delaware Approach Operating, LLC Delaware Approach Delaware, LLC Delaware Approach Resources I, LP Texas Approach Services, LLC Delaware Approach Midstream Holdings, LLC Delaware

Report of DeGolyer and MacNaughton.

Exhibit 99.1 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 14, 2019 Approach Resources Inc. 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 Ladies and Gentlemen: Pursuant to your request, this report of third party presents an independent evaluation, as of December 31, 2018, of the extent and value of the estimated net proved oil, condensate, nat

AREX / Approach Resources, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ 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: 001-33801 APPROACH RESOU

Statement of Computation Ratio of Earnings to Fixed Charges.

Exhibit 12.1 APPROACH RESOURCES INC. STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Years Ended December 31, (in thousands, except per-share data) 2014 2015 2016 2017 2018 COMPUTATION OF EARNINGS (LOSS): Earnings (loss) before income taxes $ 89,864 $ (267,509 ) $ (76,661 ) $ (112,359 ) $ (19,911 ) Fixed charges 21,670 25,089 27,301 21,090 25,194 $ 111,534 $ (242,420 ) $ (49,360 )

Disciplined Execution Drives Approach Resources Third Quarter 2018 Results

Exhibit 99.1 News Release For Immediate Release November 8, 2018 Disciplined Execution Drives Approach Resources Third Quarter 2018 Results Fort Worth, Texas, November 8, 2018 – Approach Resources Inc. (NASDAQ: AREX) today reported third quarter 2018 financial and operational results. Financial and operational highlights for third quarter 2018 • Drilled six wells and completed two horizontal Wolfc

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2018 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

AREX / Approach Resources, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ 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: 001-33801 APPRO

AREX / Approach Resources, Inc. / KAYNE ANDERSON CAPITAL ADVISORS LP - SC 13G AMENDMENT NO. 1 Passive Investment

SC 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Approach Resources Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 03834A103 (CUSIP Number) N/A (Date of Event with Requires Filing of this Statement) Check the appropriate box to designate the ru

AREX / Approach Resources, Inc. 10-Q (Quarterly Report)

10-Q 1 arex-10q20180630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Approach Resources Inc. Reports Second Quarter 2018 Results

Exhibit 99.1 News Release For Immediate Release August 1, 2018 Approach Resources Inc. Reports Second Quarter 2018 Results Fort Worth, Texas, August 1, 2018 – Approach Resources Inc. (NASDAQ: AREX) today reported second quarter 2018 financial and operational results. Financial and operational highlights for the second quarter of 2018 • Production at the high end of quarterly guidance, driven prima

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2018 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission F

AREX / Approach Resources, Inc. S-8

S-8 1 d600530ds8.htm S-8 As filed with the Securities and Exchange Commission on June 29, 2018 Registration No. 333— UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Approach Resources Inc. (Exact name of registrant as specified in its charter) Delaware 51-0424817 (State or other jurisdiction of incorporation o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 6, 2018 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission Fil

2018 Long Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 6, 2018, and incorporated herein by reference).

Exhibit 10.1 APPROACH RESOURCES INC. 2018 Long Term Incentive Plan 1. Purpose. The purpose of the Approach Resources Inc. 2018 Long Term Incentive Plan (as amended from time to time, the “Plan”) is to provide a means through which (a) Approach Resources Inc., a Delaware corporation (the “Company”), and its Affiliates may attract, retain and motivate qualified persons as employees, directors and co

AREX / Approach Resources, Inc. 10-Q (Quarterly Report)

10-Q 1 arex-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Revised Form of Cash Settled Performance Share Unit Award Agreement under Approach Resources Inc. 2007 Stock Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 3, 2018, and incorporated herein by reference).

Exhibit 10.2 APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN 20[] CASH-SETTLED PERFORMANCE SHARE UNIT AWARD AGREEMENT PERFORMANCE VESTING AND TIME VESTING REQUIREMENTS THIS 20[] CASH-SETTLED PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the [] day of [], 20[], by and between Approach Resources Inc., a Delaware corporation (“Approach”), and [], an employe

Second Revised Form of TSR-Based Restricted Stock Award Agreement under Approach Resources Inc. 2007 Stock Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 3, 2018, and incorporated herein by reference).

Exhibit 10.1 APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN 20[] RESTRICTED STOCK AWARD AGREEMENT TSR VESTING REQUIREMENTS THIS AGREEMENT, made and entered into as of [], 20[], by and between Approach Resources Inc., a Delaware corporation (“Approach”), and [], an employee, outside director or other individual providing services to Approach or one of its Affiliates (“Participant”). WHEREAS, the

Approach Resources Inc. Reports First Quarter 2018 Results and Reaffirmation of $325 Million Borrowing Base

Exhibit 99.1 News Release For Immediate Release May 2, 2018 Approach Resources Inc. Reports First Quarter 2018 Results and Reaffirmation of $325 Million Borrowing Base Fort Worth, Texas, May 2, 2018 – Approach Resources Inc. (NASDAQ: AREX) today reported first quarter 2018 financial and operational results. First Quarter 2018 and Other Highlights • Met quarterly production guidance with 11.3 MBoe/

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2018 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission File

AREX / Approach Resources, Inc. DEFA14A

DEFA14A 1 d523468ddefa14a.htm DEFA14A 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 (Amendment No. ) 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

AREX / Approach Resources, Inc. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AREX / Approach Resources, Inc. / Wilks Brothers, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Approach Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) Morgan D Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 (Name, Address and Telephone Number of Person Authorized

Regulation FD Disclosure

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 9, 2018 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissio

Statement of Computation Ratio of Earnings to Fixed Charges.

Exhibit 12.1 APPROACH RESOURCES INC. STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Years Ended December 31, (in thousands, except per-share data) 2013 2014 2015 2016 2017 COMPUTATION OF EARNINGS (LOSS): Earnings (loss) before income taxes $ 114,763 $ 89,864 $ (267,509 ) $ (76,661 ) $ (112,359 ) Fixed charges 14,153 21,670 25,089 27,301 21,090 $ 128,916 $ 111,534 $ (242,420 ) $ (4

Subsidiaries of Approach Resources Inc.

EX-21.1 4 arex-ex21111.htm EX-21.1 Exhibit 21.1 Subsidiaries of Approach Resources Inc. Name Jurisdiction of Incorporation or Formation Approach Oil & Gas Inc. Delaware Approach Operating, LLC Delaware Approach Delaware, LLC Delaware Approach Resources I, LP Texas Approach Services, LLC Delaware Approach Midstream Holdings, LLC Delaware

Report of DeGolyer and MacNaughton

Exhibit 99.1 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 23, 2018 Approach Resources Inc. 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 Ladies and Gentlemen: Pursuant to your request, we have prepared estimates of the extent and value of the net proved oil, condensate, natural gas liquids (NGL), and gas reserves, as of December 31, 2017, of c

AREX / Approach Resources, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ 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: 001-33801 APPROACH RESOU

Registration Rights Agreement, dated as of November 20, 2017, by and among Approach Resources Inc. and Amistad Energy Partners, LLC (filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K filed March 9, 2018, and incorporated herein by reference).

EX-4.8 2 arex-ex48279.htm EX-4.8 Exhibit 4.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of November 20, 2017 (this “Agreement”), is by and between Approach Resources Inc., a Delaware corporation (the “Company”), and Amistad Energy Partners, LLC, a Delaware limited liability company (the “Holder”). RECITALS WHEREAS, the Company and the Holder are parties to that cert

Approach Resources Inc. Reports Fourth Quarter and Full-Year 2017 Financial and Operating Results and Provides 2018 Outlook

EX-99.1 2 arex-ex9917.htm EX-99.1 Exhibit 99.1 News Release For Immediate Release March 8, 2018 Approach Resources Inc. Reports Fourth Quarter and Full-Year 2017 Financial and Operating Results and Provides 2018 Outlook Fort Worth, Texas, March 8, 2018 – Approach Resources Inc. (NASDAQ: AREX) today reported financial and operational results for the fourth quarter and full-year 2017 and estimated y

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2018 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission Fi

Joint Filing Agreement

EX-99.1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.01 par value, of Approach Resources Inc. and further agree that his joint filing agreement be in

AREX / Approach Resources, Inc. / KAYNE ANDERSON CAPITAL ADVISORS LP - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Approach Resources Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 03834A103 (CUSIP Number) N/A (Date of Event with Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

AREX / Approach Resources, Inc. / Wilks Brothers, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Approach Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) Morgan D Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 (Name, Address and Telephone Number of Person Authorized

AREX / Approach Resources, Inc. CORRESP

CORRESP One Ridgmar Centre 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 817.

AREX / Approach Resources, Inc. / Wilks Brothers, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Approach Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) Morgan D Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 (Name, Address and Telephone Number of Person Authorized

Fourth Amendment dated as of December 21, 2017, to Amended and Restated Credit Agreement dated as of May 7, 2014, by and among the Company and its subsidiary guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and each of the Lenders party thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 26, 2017, and incorporated herein by reference).

arex-ex1016.htm Exhibit 10.1 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fourth Amendment to Amended and Restated Credit Agreement (this ?Fourth Amendment?) is effective as of December 21, 2017 (the ?Fourth Amendment Effective Date?), by and among APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the ?Borrower?), each Guaran

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

arex-8k20171220.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incor

AREX / Approach Resources, Inc. / Wilks Brothers, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Approach Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) Morgan D Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 (Name, Address and Telephone Number of Person Authorized

Regulation FD Disclosure

arex-8k20171127.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 27, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incor

Letter from Hein dated November 20, 2017.

arex-ex1616.htm Exhibit 16.1 November 20, 2017 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Approach Resources Inc.?s statements included under Item 4.01 of its Form 8-K filed on November 20, 2017 and we agree with such statements concerning our firm. /s/Hein & Associates LLP * * * * * *

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

arex-8k20171122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 16, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incor

Approach Resources Inc. Reports Third Quarter 2017 Results And Bolt-On Acquisition

arex-ex9917.htm Exhibit 99.1 News Release For Immediate Release November 1, 2017 Approach Resources Inc. Reports Third Quarter 2017 Results And Bolt-On Acquisition Fort Worth, Texas, November 1, 2017 ? Approach Resources Inc. (NASDAQ: AREX) today reported third quarter 2017 financial and operational results and a bolt-on acquisition. Third Quarter 2017 Highlights ? Produced 11.5 MBoe/d, despite ne

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

arex-8k20171101.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorp

AREX / Approach Resources, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ 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: 001-33801 APPRO

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 19, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commis

Approach Resources Inc. Schedules Third Quarter 2017 Earnings Call Provides Operational and Guidance Update

EX-99.1 Exhibit 99.1 News Release For Immediate Release October 19, 2017 Approach Resources Inc. Schedules Third Quarter 2017 Earnings Call Provides Operational and Guidance Update Fort Worth, Texas, October 19, 2017 ? Approach Resources Inc. (?Approach? or the ?Company?) (NASDAQ: AREX), has scheduled an earnings call to discuss third quarter results of operations for November 3, 2017. The Company

AREX / Approach Resources, Inc. ESP

ACCELERATION REQUEST One Ridgmar Centre 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 817.

Approach Resources FORM S-3/A

Form S-3/A As filed with the Securities and Exchange Commission on September 27, 2017 Registration No.

Approach Resources FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.

Form of Senior Indenture.

EX-4.5 2 d409624dex45.htm EX-4.5 Exhibit 4.5 APPROACH RESOURCES INC., AS ISSUER AND ANY SUBSIDIARY GUARANTORS PARTIES HERETO, AS SUBSIDIARY GUARANTORS TO [TRUSTEE’S NAME], AS TRUSTEE SENIOR INDENTURE DATED AS OF , 20 TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 7 SECTION 103

Statement of Computation of Ratios of Earnings to Fixed Charges.

EX-12.1 Exhibit 12.1 APPROACH RESOURCES INC. STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Years ended December 31, Six Months Ended June 30, (in thousands, except ratios) 2012 2013 2014 2015 2016 2017 COMPUTATION OF EARNINGS (LOSS): Earnings (loss) before income taxes $ 9,722 $ 114,763 $ 89,864 $ (267,509 ) $ (76,661 ) $ (15,473 ) Fixed charges 4,766 14,153 21,670 25,089 27,301

AREX / Approach Resources, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ 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: 001-33801 APPROACH R

Approach Resources Inc. Reports Second Quarter 2017 Results, Resumes Production Growth

EX-99.1 Exhibit 99.1 For Immediate Release August 2, 2017 Approach Resources Inc. Reports Second Quarter 2017 Results, Resumes Production Growth Fort Worth, Texas, August 2, 2017 – Approach Resources Inc. (NASDAQ: AREX) today reported second quarter 2017 financial and operational results. Second Quarter 2017 Highlights • Produced 11.9 MBoe/d, exceeding guidance for the quarter, and resumed product

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Com

AREX / Approach Resources, Inc. / Wilks Brothers, LLC - SC 13D AMENDMENT NO. 3 Activist Investment

SC 13D Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Approach Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) Morgan D Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 Matt Wilks Wilks Brothers, LLC 17010 IH 20

Sixth Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan effective as of June 7, 2017 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 7, 2017, and incorporated herein by reference).

EX-10.1 2 d408275dex101.htm EX-10.1 Exhibit 10.1 SIXTH AMENDMENT TO THE APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN This Sixth Amendment (the “Sixth Amendment”) to the Approach Resources Inc. 2007 Stock Incentive Plan, as amended from time to time (the “Plan”), is made effective as of June 7, 2017 (the “Amendment Effective Date”), by Approach Resources Inc., a Delaware corporation (“Approach

Approach Resources FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 7, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commi

AREX / Approach Resources, Inc. / Wilks Brothers, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Approach Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) Morgan D Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 Matt Wilks Wilks Brothers, LLC 17010 IH 20 Cisco, Texas

Approach Resources FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commi

Approach Resources 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ 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: 001-33801 APPROACH

Approach Resources FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commis

Approach Resources Inc. Reports First Quarter 2017 Results

EX-99.1 2 d378734dex991.htm EX-99.1 Exhibit 99.1 For Immediate Release May 4, 2017 Approach Resources Inc. Reports First Quarter 2017 Results Fort Worth, Texas, May 4, 2017 – Approach Resources Inc. (NASDAQ: AREX) today reported results for first quarter 2017. Highlights for first quarter 2017 include: • Production was 11.4 MBoe/d, exceeding first quarter guidance • Revenues increased 50% from pri

Approach Resources DEFA14A

DEFA14A 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 (Amendment No. ) 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))

Approach Resources DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Approach Resources FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 3, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Comm

Approach Resources FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Com

AREX / Approach Resources, Inc. / Wilks Brothers, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Approach Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) Morgan D Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 Matt Wilks Wilks Brothers, LLC 17010 IH 20 Cisco, Texas

Regulation FD Disclosure, Unregistered Sales of Equity Securities

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Com

Approach Resources 10-K (Annual Report)

arex-10k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ? 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

Revised Form of TSR-Based Restricted Stock Award Agreement under Approach Resources Inc. 2007 Stock Incentive Plan (filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed March 10, 2017, and incorporated herein by reference).

Exhibit 10.17 APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN 2017 RESTRICTED STOCK AWARD AGREEMENT TSR VESTING REQUIREMENTS THIS AGREEMENT, made and entered into as of March 7, 2017, by and between Approach Resources Inc., a Delaware corporation (“Approach”), and , an employee, outside director or other individual providing services to Approach or one of its Affiliates (“Participant”). WHEREAS,

DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 7, 2017

Exhibit 99.1 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 7, 2017 Approach Resources Inc. 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 Ladies and Gentlemen: Pursuant to your request, we have prepared estimates of the extent and value of the net proved oil, condensate, natural gas liquids (NGL), and gas reserves, as of December 31, 2016, of ce

Subsidiaries of Approach Resources Inc.

Exhibit 21.1 Subsidiaries of Approach Resources Inc. Name Jurisdiction of Incorporation or Formation Approach Oil & Gas Inc. Delaware Approach Operating, LLC Delaware Approach Delaware, LLC Delaware Approach Resources I, LP Texas Approach Services, LLC Delaware Approach Midstream Holdings, LLC Delaware

APPROACH RESOURCES INC. STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

Exhibit 12.1 APPROACH RESOURCES INC. STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Years ended December 31, (in thousands, except ratios) 2012 2013 2014 2015 2016 COMPUTATION OF EARNINGS (LOSS): Earnings (loss) before income taxes $ 9,722 $ 114,763 $ 89,864 $ (267,509 ) $ (76,661 ) Fixed charges 4,766 14,153 21,670 25,089 27,301 $ 14,488 $ 128,916 $ 111,534 $ (242,420 ) $ (49,360

Amendment to Employment Agreement by and between Approach Resources Inc. and J. Curtis Henderson dated January 26, 2017 (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed March 10, 2017, and incorporated herein by reference).

Exhibit 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (this “Amendment”) is effective as of January 26, 2017, by and among Approach Resources Inc., a Delaware corporation (the “Company”), and J. Curtis Henderson, an individual residing in the state of Texas (“Employee”). RECITALS WHEREAS, Employee and the Company are parties to that Employment Agreement

Certificate of Amendment of Restated Certificate of Incorporation of Approach Resources Inc. (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed March 10, 2017, and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF APPROACH RESOURCES INC. Approach Resources Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Approach Resources Inc. 2. The Board of Directors of the Corporation, acting in accordance with the provision

Amendment to Employment Agreement by and between Approach Resources Inc. and Qingming Yang dated January 26, 2017 (filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed March 10, 2017, and incorporated herein by reference).

Exhibit 10.5 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (this “Amendment”) is effective as of January 26, 2017, by and among Approach Resources Inc., a Delaware corporation (the “Company”), and Qingming Yang, an individual residing in the state of Texas (“Employee”). RECITALS WHEREAS, Employee and the Company are parties to that Employment Agreement betwee

Approach Resources Inc. Reports 2016 Fourth Quarter and Full-Year Financial and Operating Results and Provides 2017 Outlook

EX-99.1 Exhibit 99.1 For Immediate Release March 9, 2017 Approach Resources Inc. Reports 2016 Fourth Quarter and Full-Year Financial and Operating Results and Provides 2017 Outlook Fort Worth, Texas, March 9, 2017 ? Approach Resources Inc. (NASDAQ: AREX) today reported financial and operational results for the fourth quarter and full-year 2016 and estimated 2016 proved reserves. Fourth Quarter 201

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 9, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Comm

AREX / Approach Resources, Inc. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Approach Resources Inc (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Approach Resources NONE (Passive Acquisition of More Than 5% of Shares)

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* APPROACH RESOURCES INC (Name of Issuer) COMMON (Title of Class of Securities) 03834A103 (CUSIP Number) Calendar Year 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

AREX / Approach Resources, Inc. / FIRST MANHATTAN CO - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* APPROACH RESOURCES INC (Name of Issuer) COMMON (Title of Class of Securities) 03834A103 (CUSIP Number) Calendar Year 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.6 Exhibit 99.6 POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments there

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.5 6 d325518dex995.htm EX-99.5 Exhibit 99.5 POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5

JOINT FILING AGREEMENT

EX-99.2 Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Approach Resources Inc., a Delaware corporation, and further ag

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.7 8 d325518dex997.htm EX-99.7 Exhibit 99.7 POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.3 4 d325518dex993.htm EX-99.3 Exhibit 99.3 POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5

AREX / Approach Resources, Inc. / Wilks Brothers, LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Approach Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) Morgan D Neff Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 (817) 850-3600 Matt Wilks Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 764

IDENTIFICATION OF MEMBERS OF THE GROUP

EX-99.1 2 d325518dex991.htm EX-99.1 Exhibit 99.1 IDENTIFICATION OF MEMBERS OF THE GROUP Wilks Brothers, LLC SDW Investments, LLC Dan H. Wilks Staci Wilks Farris Wilks

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-99.4 Exhibit 99.4 POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments there

Stockholder Agreement, dated as of January 27, 2017, by and among Approach Resources Inc., Wilks Brothers, LLC and SDW Investments, LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2017, and incorporated herein by reference).

EX-10.1 Exhibit 10.1 STOCKHOLDERS AGREEMENT by and among APPROACH RESOURCES INC., WILKS BROTHERS, LLC and SDW INVESTMENTS, LLC Dated as of January 27, 2017 ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional and Interpretive Matters 6 ARTICLE 2 MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES 7 Section 2.1 Board 7 ARTICLE 3 ACQUISITIONS; TRANSFERS 11 Section 3.1 Restri

Registration Rights Agreement, dated as of January 27, 2017, by and among Approach Resources Inc., Wilks Brothers, LLC and SDW Investments, LLC (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 30, 2017, and incorporated herein by reference).

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and among Approach Resources Inc., a Delaware corporation (the “Company”), and each of Wilks Brothers, LLC and SDW Investments, LLC (collectively, the “Holders”, and each, a “Holder”). RECITALS WHEREAS, on January 27, 2017, the Holders acquired the number of shares o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 26, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (C

Approach Resources DEFA14A

DEFA14A 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 Pro

AREX / Approach Resources, Inc. / SCHNEIDER CAPITAL MANAGEMENT CORP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Approach Resources Inc. (Name of Issuer) COMMON STOCK, par value $0.01 per share (Title of Class of Securities) 03834A103 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

Approach Resources DEFA14A

DEFA14A 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 Pro

Approach Resources Company Presentation January 9, 2017

EX-99.1 Approach Resources Company Presentation January 9, 2017 Forward-looking statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this presentation that address activities, events or development

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Approach Resources Company Presentation January 5, 2017

EX-99.1 2 d309736dex991.htm EX-99.1 Approach Resources Company Presentation January 5, 2017 Forward-looking statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this presentation that address activ

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d309736d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 5, 2017 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction

Approach Resources DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissi

Second Supplemental Indenture, dated as of December 20, 2016, by and among Approach Resources Inc., the guarantors named therein and Wilmington Trust, National Association, as successor trustee under the Indenture (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 22, 2016, and incorporated herein by reference).

EX-4.1 2 d265449dex41.htm EX-4.1 Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 20, 2016, between Approach Resources, Inc., a Delaware corporation (the “Company”), the Guarantors (as hereinafter defined) and Wilmington Trust, National Association, as successor trustee under the Indenture referred to below (the “T

Approach Resources DEFA14A

DEFA14A 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 Pro

Approach Resources FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (

Forward-looking statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historic

EX-99.1 Approach Resources Company Presentation December 20, 2016 Exhibit 99.1 Forward-looking statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this presentation that address activities, events

Approach Resources FINAL PROXY STATEMENT

Final Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Approach Resources FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on December 5, 2016 Registration No.

Approach Resources PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Approach Resources DEFA14A

DEFA14A 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 Pro

Approach Resources Announces Reaffirmation of Borrowing Base of $325 Million

EX-99.1 Exhibit 99.1 For Immediate Release November 9, 2016 Approach Resources Announces Reaffirmation of Borrowing Base of $325 Million Fort Worth, Texas, November 9, 2016 ? Approach Resources Inc. (NASDAQ: AREX) today announced that it has completed its fall 2016 semi annual borrowing base redetermination of its revolving credit facility. The borrowing base was unanimously reaffirmed by the bank

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (C

Approach Resources DEFA14A

DEFA14A 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 Pro

Approach Resources FORM 10-Q (Quarterly Report)

arex-10q20160930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu

Approach Resources Inc. Announces Strategic Alliance and Deleveraging Transactions Privately-Negotiated Exchange of $130 Million of 7.00% Senior Notes due 2021 Followed by Exchange Offer for Remaining $100 Million of 7.00% Senior Notes due 2021

Exhibit 99.1 For Immediate Release November 2, 2016 Approach Resources Inc. Announces Strategic Alliance and Deleveraging Transactions Privately-Negotiated Exchange of $130 Million of 7.00% Senior Notes due 2021 Followed by Exchange Offer for Remaining $100 Million of 7.00% Senior Notes due 2021 Fort Worth, Texas, November 2, 2016 – Approach Resources Inc. (NASDAQ: AREX) (“Approach” or the “Compan

Forward-looking statements Third Quarter 2016 Results – November 2016 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All st

EX-99.2 Third Quarter 2016 Results November 2, 2016 Exhibit 99.2 Forward-looking statements Third Quarter 2016 Results ? November 2016 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this presentation th

Approach Resources FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (

Exchange Agreement, dated as of November 2, 2016, by and among Approach Resources Inc., Wilks Brothers, LLC and SDW Investments, LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 3, 2016, and incorporated herein by reference).

EX-10.1 Exhibit 10.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this ?Agreement?), is made and entered into as of November 2, 2016, by and between APPROACH RESOURCES INC., a Delaware company (the ?Company?), and each of WILKS BROTHERS, LLC, a Texas limited liability company (?Wilks Brothers?) and SDW INVESTMENTS, LLC, a Texas limited liability company (?SDW?) (Wilks Brothers and SDW, collectively

Approach Resources FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (

Forward-looking statements Third Quarter 2016 Results – November 2016 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All st

EX-99.2 Third Quarter 2016 Results November 2, 2016 Exhibit 99.2 Forward-looking statements Third Quarter 2016 Results ? November 2016 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this presentation th

EXCHANGE AGREEMENT

EX-10.1 Exhibit 10.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this ?Agreement?), is made and entered into as of November 2, 2016, by and between APPROACH RESOURCES INC., a Delaware company (the ?Company?), and each of WILKS BROTHERS, LLC, a Texas limited liability company (?Wilks Brothers?) and SDW INVESTMENTS, LLC, a Texas limited liability company (?SDW?) (Wilks Brothers and SDW, collectively

Approach Resources Inc. Announces Strategic Alliance and Deleveraging Transactions Privately-Negotiated Exchange of $130 Million of 7.00% Senior Notes due 2021 Followed by Exchange Offer for Remaining $100 Million of 7.00% Senior Notes due 2021

EX-99.1 Exhibit 99.1 For Immediate Release November 2, 2016 Approach Resources Inc. Announces Strategic Alliance and Deleveraging Transactions Privately-Negotiated Exchange of $130 Million of 7.00% Senior Notes due 2021 Followed by Exchange Offer for Remaining $100 Million of 7.00% Senior Notes due 2021 Fort Worth, Texas, November 2, 2016 ? Approach Resources Inc. (NASDAQ: AREX) (?Approach? or the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (C

Approach Resources Inc. Reports Third Quarter 2016 Results

EX-99.1 Exhibit 99.1 News Release For Immediate Release November 2, 2016 Approach Resources Inc. Reports Third Quarter 2016 Results Fort Worth, Texas, November 2, 2016 ? Approach Resources Inc. (NASDAQ: AREX) today reported results for third quarter 2016. Highlights for third quarter 2016 include: ? Production was 12.1 MBoe/d, exceeding prior guidance for the quarter ? Record low quarterly lease o

AREX / Approach Resources, Inc. / SCHNEIDER CAPITAL MANAGEMENT CORP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Approach Resources Inc. (Name of Issuer) COMMON STOCK, par value $0.01 per share (Title of Class of Securities) 03834A103 (CUSIP Number) August 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

Approach Resources FORM 10-Q (Quarterly Report)

arex-10q20160630.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o 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:

Agreement dated as of April 28, 2016 by and among Approach Resources, Inc., Wells Fargo Bank, National Association, and Wilmington Trust, National Association (filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed August 4, 2016, and incorporated herein by reference).

Exhibit 4.4 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of April 28, 2016 by and among Approach Resources Inc. duly organized and existing under the laws of the State of Delaware and having its principal office at One Ridgmar Centre, 6500 West Freeway, Suite 800, Fort Worth, Texas 76116 (the “Company”), Wells Fargo Bank, National Association, a national banking

Approach Resources Inc. Reports Second Quarter 2016 Results

EX-99.1 2 d228080dex991.htm EX-99.1 Exhibit 99.1 News Release For Immediate Release August 3, 2016 Approach Resources Inc. Reports Second Quarter 2016 Results Fort Worth, Texas, August 3, 2016 – Approach Resources Inc. (NASDAQ: AREX) today reported results for second quarter 2016. Highlights for second quarter 2016 include: • Average initial production (IP) for two wells completed late second quar

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 3, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissi

Regulation FD Disclosure

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 20, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Comm

Fifth Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan effective as of June 2, 2016 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 2, 2016, and incorporated herein by reference).

EX-10.1 2 d191687dex101.htm EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO THE APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN This Fifth Amendment (the “Fifth Amendment”) to the Approach Resources Inc. 2007 Stock Incentive Plan, as amended from time to time (the “Plan”), is made effective as of June 2, 2016 (the “Amendment Effective Date”), by Approach Resources Inc., a Delaware corporation (“Approach

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission Fil

Approach Resources 10-Q (Quarterly Report)

arex-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o 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

Form of Cash Settled Performance Share Unit Award Agreement under Approach Resources Inc. 2007 Stock Incentive Plan (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 5, 2016, and incorporated herein by reference).

EX-10.3 3 arex-ex103415.htm EX-10.3 Exhibit 10.3 APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN 2016 CASH-SETTLED PERFORMANCE SHARE UNIT AWARD AGREEMENT PERFORMANCE VESTING AND TIME VESTING REQUIREMENTS THIS 2016 CASH-SETTLED PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the [●] day of [●], 2016, by and between Approach Resources Inc., a Delaware corpor

Fourth Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 5, 2016, and incorporated herein by reference).

Exhibit 10.2 FOURTH AMENDMENT TO THE APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN This Fourth Amendment (the “Fourth Amendment”) to the Approach Resources Inc. 2007 Stock Incentive Plan, as amended from time to time (the “Plan”), is made effective as of March 2, 2016 (the “Amendment Effective Date”), by Approach Resources Inc., a Delaware corporation (“Approach”). W I T N E S S E T H: WHEREAS

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission File

Third Amendment dated as of May 3, 2016, to Amended and Restated Credit Agreement dated as of May 7, 2014, by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and each of the Lenders party thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 4, 2016, and incorporated herein by reference).

EX-10.1 2 d168654dex101.htm EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to Amended and Restated Credit Agreement (this “Third Amendment”) is effective as of May 3, 2016 (the “Third Amendment Effective Date”), by and among APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”), J

Approach Resources Inc. Reports First Quarter 2016 Results

EX-99.1 Exhibit 99.1 News Release For Immediate Release May 4, 2016 Approach Resources Inc. Reports First Quarter 2016 Results Fort Worth, Texas, May 4, 2016 ? Approach Resources Inc. (NASDAQ: AREX) today reported results for first quarter 2016. Highlights for first quarter 2016 include: ? Production was 12.8 MBoe/d, a 10% decrease from the prior-year quarter ? Revenues totaled $17.6 million, EBIT

Approach Resources DEFA14A

DEFA14A 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 (Amendment No. ) Filed by the Registrant x 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))

Approach Resources DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AREX / Approach Resources, Inc. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Approach Resources Inc (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) March 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 22, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission F

Approach Resources FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

APPROACH RESOURCES INC. STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Years ended December 31, (in thousands, except ratios) 2011 2012 2013 2014 2015 COMPUTATION OF EARNINGS (LOSS): Earnings (loss) before income taxes $ 10,730 $ 9,7

EX-12.1 EXHIBIT 12.1 APPROACH RESOURCES INC. STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Years ended December 31, (in thousands, except ratios) 2011 2012 2013 2014 2015 COMPUTATION OF EARNINGS (LOSS): Earnings (loss) before income taxes $ 10,730 $ 9,722 $ 114,763 $ 89,864 $ (267,509 ) Fixed charges 3,426 4,766 14,153 21,670 25,089 $ 14,156 $ 14,488 $ 128,916 $ 111,534 $ (242,42

Approach Resources Inc. Reports Fourth Quarter and Full-Year 2015 Results And Provides 2016 Outlook

EX-99.1 Exhibit 99.1 News Release For Immediate Release March 3, 2016 Approach Resources Inc. Reports Fourth Quarter and Full-Year 2015 Results And Provides 2016 Outlook Fort Worth, Texas, March 3, 2015 ? Approach Resources Inc. (NASDAQ: AREX) today reported results for fourth quarter and full-year 2015 and estimated 2015 proved reserves. Balance Sheet Highlights ? No capital expenditures in the f

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 2, 2016 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Comm

DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 January 27, 2016

EX-99.1 10 d118875dex991.htm EX-99.1 Exhibit 99.1 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 January 27, 2016 Approach Resources Inc. 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 Ladies and Gentlemen: Pursuant to your request, we have prepared estimates of the extent and value of the net proved oil, condensate, natural gas liquids (NGL), and gas res

Subsidiaries of Approach Resources Inc. Name Jurisdiction of Incorporation or Formation Approach Oil & Gas Inc. Delaware Approach Operating, LLC Delaware Approach Delaware, LLC Delaware Approach Resources I, LP Texas Approach Services, LLC Delaware A

Exhibit 21.1 Exhibit 21.1 Subsidiaries of Approach Resources Inc. Name Jurisdiction of Incorporation or Formation Approach Oil & Gas Inc. Delaware Approach Operating, LLC Delaware Approach Delaware, LLC Delaware Approach Resources I, LP Texas Approach Services, LLC Delaware Approach Midstream Holdings, LLC Delaware

AREX / Approach Resources, Inc. / Cove Street Capital, LLC - 13G/A AMENDMENT NO 2 Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Approach Resources, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) Daniele Beasley 2101 E El Segundo Blvd. Suite 302 El Segundo, CA 90245 (424) 221-5897 (Name, Address and Telephone Number of Perso

AREX / Approach Resources, Inc. / RS INVESTMENT MANAGEMENT CO LLC - APPROACH RESOURCES, INC. Passive Investment

Approach Resources, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Approach Resources Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

Swift Energy SCHNEIDER CAPITAL MANAGEMENT CORPORATION FORM SC 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Approach Resources Inc. (Name of Issuer) COMMON STOCK, par value $0.01 per share (Title of Class of Securities) 03834a103 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

AREX / Approach Resources, Inc. / FIRST MANHATTAN CO - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 05)* APPROACH RESOURCES INC (Name of Issuer) COMMON (Title of Class of Securities) 03834A103 (CUSIP Number) Calendar Year 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

AREX / Approach Resources, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 approachresourcesinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Approach Resources Inc Title of Class of Securities: Common Stock CUSIP Number: 03834A103 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pur

AREX / Approach Resources, Inc. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Approach Resources Inc (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Approach Resources FORM S-8

FORM S-8 As filed with the Securities and Exchange Commission on November 13, 2015 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ? 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: 001-33801 APPRO

Approach Resources 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2015 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commis

Third Quarter 2015 Results

EX-99.2 Third Quarter 2015 Results NOVEMBER 4, 2015 Exhibit 99.2 Forward-looking statements 2 Cautionary statements regarding oil & gas quantities Third Quarter 2015 Results ? November 2015 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statement

Approach Resources Inc. Reports Third Quarter 2015 Results

EX-99.1 Exhibit 99.1 Approach Resources Inc. Reports Third Quarter 2015 Results Fort Worth, Texas, November 4, 2015 – Approach Resources Inc. (NASDAQ: AREX) today reported results for third quarter 2015. Highlights for third quarter 2015 include: • Record quarterly production of 1,525 MBoe, or 16.6 MBoe/d, a 17% increase over the prior-year quarter and a 10% increase over second quarter 2015 • EBI

AREX / Approach Resources, Inc. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Approach Resources Inc (Name of Issuer) Common Stock (Title of Class of Securities) 03834A103 (CUSIP Number) August 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2015 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ 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: 001-33801 APPROACH R

Approach Resources Inc. Reports Second Quarter 2015 Results

EX-99.1 Exhibit 99.1 News Release Approach Resources Inc. Reports Second Quarter 2015 Results Fort Worth, Texas, August 5, 2015 ? Approach Resources Inc. (NASDAQ: AREX) today reported results for second quarter 2015. Highlights for second quarter 2015 include: ? Record quarterly production of 1,391 MBoe, or 15.3 MBoe/d, an 8% increase over the prior-year quarter and an 8% increase over first quart

Second Quarter 2015 Results

EX-99.2 Second Quarter 2015 Results AUGUST 5, 2015 Exhibit 99.2 Forward-looking statements 2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this presentation that address activities, events or developme

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2015 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

Third Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 2, 2015, and incorporated herein by reference).

EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO THE APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN This Third Amendment (the ?Third Amendment?) to the Approach Resources Inc. 2007 Stock Incentive Plan, as amended from time to time (the ?Plan?), is made effective as of June 2, 2015 (the ?Amendment Effective Date?), by Approach Resources Inc., a Delaware corporation (?Approach?), subject to approval by A

Oil Price and the Southern

EX-99.1 Oil Price and the Southern Midland Basin J. Ross Craft / Chairman, President and CEO May 20, 2015 Exhibit 99.1 Forward-looking statements 2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this pr

Approach Resources 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 20, 2015 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ? 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: 001-33801 APPROACH

First Quarter 2015 Results

EX-99.2 3 d921729dex992.htm EX-99.2 First Quarter 2015 Results MAY 6, 2015 Exhibit 99.2 Forward-looking statements 2 Cautionary statements regarding oil & gas quantities This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact

Approach Resources Inc. Reports First Quarter 2015 Results

EX-99.1 Exhibit 99.1 News Release Approach Resources Inc. Reports First Quarter 2015 Results Fort Worth, Texas, May 6, 2015 ? Approach Resources Inc. (NASDAQ: AREX) today reported results for first quarter 2015. Highlights for first quarter 2015 include: ? Production was 14.3 MBoe/d, a 21% increase over the prior-year quarter ? EBITDAX was $33.4 million, or $0.83 per diluted share ? Per unit cash

Approach Resources 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 6, 2015 APPROACH RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-33801 51-0424817 (State or other jurisdiction of incorporation) (Commission