Item 2.01. Completion of Acquisition or Disposition of Assets

On November 22, 2022, the Offer and the Merger were completed as described under "Introductory Note."

The aggregate consideration paid by Merger Sub in the Offer and the Merger to purchase all outstanding Shares (other than the Shares already owned by the Hamm Family), was approximately $4.2 billion. Continental provided Merger Sub with the necessary funds to fund the Offer and the Merger from its cash on hand, availability under its revolving credit agreement and borrowing capacity under a term loan.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.



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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing

In connection with the consummation of the Merger, the Company: (i) notified the New York Stock Exchange (the "NYSE") of the consummation of the Merger; and (ii) requested that the NYSE (x) suspend trading of the Shares on the morning of November 23, 2022, prior to market open, and (y) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company's reporting obligations under Section 15(d) of the Exchange Act be suspended, at the time such filing is permitted under SEC rules.

Item 3.03. Material Modification to Rights of Security Holders

The information contained in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

Upon completion of the Merger on November 22, 2022, in accordance with the Merger Agreement, Merger Sub's sole director immediately before the Merger, Mr. Hamm, became the sole director of the Company. Accordingly, each of William B. Berry, Timothy G. Taylor, John T. McNabb II, Ellis L. McCain, Mark E. Monroe and Shelly G. Lambertz ceased serving as members of the Company's board of directors at the Effective Time. These departures were solely in connection with the Merger and not a result of any disagreement with the Company, its management or its board of directors.

Pursuant to the Merger Agreement, the officers of the Company immediately prior to the Effective Time continued as the officers of the Company as the surviving corporation following the Effective Time and will hold office at the pleasure of the board of directors of the Company as the surviving corporation and in accordance with the Company's bylaws.

Item 8.01. Other Items

On November 22, 2022, the Company issued a press release announcing the completion of the Offer and the anticipated completion of the Merger, which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are included with this Report:



Exhibit
Number                                    Description

 2.1           Agreement and Plan of Merger, dated as of October 16, 2022, by and
             between Continental Resources, Inc. and Omega Acquisition, Inc.
             (incorporated by reference to Exhibit 2.1 to Continental Resources
             Inc.'s Current Report on Form 8-K (Commission File No. 001-32886)
             filed October 17, 2022).

99.1           Press release, dated November 22, 2022.

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



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