Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, on November 2, 2022, Marathon Oil EF II LLC (the "Purchaser"), a wholly owned subsidiary of Marathon Oil Corporation ("Marathon Oil" or the "Company"), entered into a Purchase and Sale Agreement (the "Purchase and Sale Agreement") with Ensign Operating LLC ("Ensign I"), Ensign Operating II LLC ("Ensign II") and Ensign Operating III LLC ("Ensign III" and together with Ensign I and Ensign II, "Sellers" and each individually a "Seller"), pursuant to which the Purchaser agreed to acquire the Sellers' upstream oil and gas assets located in Bee, DeWitt, Karnes and Live Oak Counties, Texas and related assets (the "Assets") for $3.0 billion in cash, subject to customary closing adjustments.

On December 27, 2022, the Purchaser completed the transactions contemplated by the Purchase and Sale Agreement (the "Acquisition"). After taking into account closing adjustments, the Purchaser paid cash consideration of $3.0 billion, which was funded with a combination of cash on hand, borrowings under the Company's existing revolving credit agreement, and the Company's previously announced term credit agreement entered into on November 22, 2022.

The foregoing description of the Purchase and Sale Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Purchase and Sale Agreement, a copy of which is included as Exhibit 2.1 to the Company's Form 8-K, filed with the Securities and Exchange Commission on November 7, 2022, the terms of which are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure On December 27, 2022, the Company issued a press release in connection with the closing of the Acquisition, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in Item 7.01 of this Current Report and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report and in Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

   Exhibit No.                                      Description
       99.1          Press Release issued by Marathon Oil Corporation, dated December 27, 2022
       104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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