SMU Corporate Governance Initiative · Reincorporation Tracker

Zion Oil & Gas, Inc.

ZNOG Energy · DE → TX

Announcement
2025-03-28
First SEC disclosure
Meeting / Vote
2025-06-04
COMPLETED
Effective
2025-12-01
Legal effective date
Market Cap
$185M
At announcement

Why this firm matters

Standard cohort firm (Completed). Included for breadth across destinations and sectors.

Controller & ownership

Diffuse / non-controlledMicro Cap No 5Pct Holders Surfaced

Ownership concentration data not yet documented for this firm.

Source: ZNOG DEF 14A 2026-04-10 + PRE 14A 2025-03-28 — WebSearch surfaced no 5%+ beneficial owners; OTCQX micro-cap, retail-heavy; needs Tier-3 manual EDGAR inspection of Principal Stockholders table to confirm absence of 5%+ holders

Vote outcome — reincorporation proposal

Approval standard: majority of the voting power of the outstanding stock entitled to vote (DGCL §266 conversion) — provisional pending exact 8-K Item 5.07 pincite. Meeting type: annual.

Vote totals not yet pulled. Awaiting EDGAR Item 5.07.

Visual evidence — event study around the announcement

Per-firm event-study figures auto-built from event_study_announcement_json in the master database. Each panel is generated deterministically from the same data backing the cohort statistics — no firm-specific tuning, no cherry-picking.
Zion Oil & Gas' stock fell sharply the day the move was announced
Zion Oil & Gas' stock fell sharply the day the move was announced
Bottom line. Zion Oil & Gas fell sharply by 6.5% on announcement day. Across four different benchmarks for what "normal" should have looked like, the move was statistically indistinguishable from a normal trading day (p = 0.53).
This chart shows four different statistical lenses on what Zion Oil & Gas' stock did on the day the reincorporation was announced. Each lens compares the actual move against a different prediction of what "normal" should have looked like — peer firms, the broader market, a single matched competitor, or a raw side-by-side. The gold-edged bar marks the lens used in the cohort summary.
Method
Specifications: synthetic control on a sector peer pool, single-factor market model (S&P 500 benchmark), matched pair against a pre-specified primary peer, and raw differential. Estimation window: 240 trading days ending the day before the announcement. Standard errors via Patell-z (1976).
For Zion Oil & Gas, the announcement-day move sat right inside its normal noise
For Zion Oil & Gas, the announcement-day move sat right inside its normal noise
Bottom line. Zion Oil & Gas' announcement-day reading falls near the center of its day-to-day trading range over the prior year. Translation: this looked like a typical day for the stock, statistically speaking.
This histogram shows every daily move Zion Oil & Gas' stock made over the 240 trading days before the announcement. The red line marks the announcement-day reading. If that line sits in the body of the distribution, the announcement barely registered as unusual for this particular stock.
Method
Daily abnormal returns from the headline specification's pre-announcement fit, with a normal-distribution overlay and Shapiro-Wilk normality test on the residuals.
Zion Oil & Gas is one of the cohort's larger negative reactions
Zion Oil & Gas is one of the cohort's larger negative reactions
Bottom line. Zion Oil & Gas' reading sits in the negative tail of the cohort distribution. Worth pairing with the firm-specific story before drawing inferences about Texas/Nevada destination per se.
This chart shows every firm in the cohort that has a computed announcement-day abnormal return — sorted from largest negative to largest positive. Zion Oil & Gas is highlighted in gold. The dashed line marks the cohort-wide average, which is essentially zero. Even firms in the same destination state and same statutory regime can have very different reactions.
Method
Same headline-specification methodology applied to every firm in the 36-firm cohort that has 240 trading days of pre-announcement price history.
Data integrity. All figures generated by the same script (perfirm_gallery.py) on every release; SHA-256 verified at deploy time. See also: Cohort-wide event study →.

Event-study abnormal returns — announcement window

Returns around the announcement date.
Event date: 2025-09-22 · Estimation window: 2024-10-04 to 2025-09-19 (240 days)
SpecificationDay-0 ARInference
Synthetic control (21-donor Energy peer pool)i-5.39%no inference
Market model (SPY benchmark)i-6.50%Patell-z p-value = 0.529
Sector-augmented model (SPY + Brent crude oil) HEADLINEi-6.49%Patell-z p-value = 0.530
Matched pair (vs WMB, market-model-adjusted)i-6.20%two-sided p-value = 0.551
Raw differential vs WMBi-5.35%no inference
Robustness checks — does the headline result hold up?

Three independent diagnostics that interrogate the headline estimate from different angles. All three pointing the same way = high confidence in the result.

  • Pre-event drift check: the firm's daily abnormal return drifted by -0.0175% per day in the pre-event window (p = 0.066). pretrend detected. — A near-zero slope means the pre-event period was stable, so the day-0 reaction is not contamination from a pre-existing trend.
  • Donor co-movement check: 10 of 21 peer firms moved in the same direction as the treated firm on the event day (binomial p = 1.0000). — A high concordance means the day was driven by industry-wide news rather than something firm-specific. A low concordance means the firm moved differently from peers (potential firm-specific signal).
  • Synthetic-control fit quality: pre-event correlation between the firm and its synthetic twin = 0.621 (modest tracking); R² = -3.895 (fraction of pre-event variance explained); Durbin-Watson = 2.22 (no autocorrelation). — Higher correlation + higher R² + Durbin-Watson near 2 means the synthetic peer was a good match before the event, so the post-event gap is interpretable.

Event-study abnormal returns — vote window

Returns around the shareholder-vote (or written-consent) date.
Event date: 2025-12-01 · T0 source: actual_effective_date_iso · Estimation window: trailing 240 days; 240 valid after NaN drop
SpecificationDay-0 ARInference
Market model (SPY benchmark) HEADLINEi-0.45%Patell-z p-value = 0.954

Long-run abnormal returns & pooled estimates

Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.
Effective date: 2025-12-01 · n_post = 103 days

Buy-and-hold abnormal returns (BHAR)

Horizon & benchmarkBHARInference
1 month  vs S&P 500+28.87%Patell-z = +0.36 · p = 0.719 · n = 21 days
1 month  vs sector ETF (XLE)+30.66%Patell-z = +0.36 · p = 0.719 · n = 21 days
3 months  vs S&P 500+134.28%Patell-z = +0.74 · p = 0.460 · n = 63 days
3 months  vs sector ETF (XLE)+111.18%Patell-z = +0.74 · p = 0.460 · n = 63 days

Calendar-time portfolio alpha (CTE)

SpecificationAnnualized alphaInference
Calendar-time portfolio alpha  vs S&P 500+688.83%/yr *t = +1.84 · p = 0.066 · n = 103 days · Newey-West HAC SE (lag=5)
Calendar-time portfolio alpha  vs sector ETF+624.01%/yr *t = +1.76 · p = 0.079 · n = 103 days · Newey-West HAC SE (lag=5)

Cohort-level robustness battery

Heckman selection-corrected ATE · Romano-Wolf step-down + BH FDR · pooled BHAR. This firm's reading is shown in context of the full cohort.

Heckman two-step selection correction (controlled-vs-widely-held)

Cohort ATE = +0.94% (SE = 7.06%, n = 2395) after correcting for controller-status selection (inverse Mills ratio = -0.062).

Romano-Wolf step-down + Benjamini-Hochberg FDR (n = 47)

This firm: raw p = 0.530, Romano-Wolf adjusted p = 1.000, BH-FDR adjusted p = 0.966. Multiple-hypothesis correction is computed across the full cohort to control family-wise error rate at alpha = 0.05.

Pooled cohort BHAR (mover firms only)

BHAR_63d: mean = -5.60% (SE = 22.11%, n = 3, p = 0.499) · BHAR_126d: mean = +17.33% (SE = 41.17%, n = 3, p = 0.774)

See Cohort event study → for the full battery and forest plots.

Texas Statutory Adoptions

Texas opt-in statutory regimes available to Texas-incorporated public companies. Each requires a charter or bylaw amendment with proxy notice. Both are independently elected.
SB 29 — TBOC §21.552
Derivative-action 3% ownership threshold (effective 2025-05-14, post-Tornetta v. Musk).
○ NOT ADOPTED
SB 1057 — TBOC §21.373
Shareholder-proposal threshold: lesser of $1M market value or 3% of voting shares, 6-month hold, 67% solicit (effective 2025-09-01). Director nominations and procedural resolutions are exempt. Legal status: vulnerable to challenge under the Internal Affairs Doctrine and dormant Commerce Clause; SEC Rule 14a-8(i)(1) permits state-law exclusion, so §21.373 may operate through Rule 14a-8 rather than face direct preemption. No court ruling has issued. Firms appear to be in a wait-and-see posture pending legal clarity.
PENDING VERIFICATION

Adoption is opt-in. A "No" or "Pending" status means the firm has not (yet) elected into the regime — it does not mean the firm is non-compliant. Adoption requires a charter/bylaw amendment disclosed via 8-K Item 5.03.

Source filings

Primary-source documents on SEC EDGAR plus IR / search links.

Classification & audit trail

Bucket
B1
Panel eligibility
PANEL_A_post_SB29
Audit status
VERIFIED_PROXY
Source confidence
VERIFIED_VOTE
Transaction status
COMPLETED
Audit notes
No primary-source EDGAR accession in v6 rev78; manual EDGAR pull required.
Phase 2 EDGAR verification 2026-04-28: DEF 14A 2026-04-09 accession 0001437749-26-011846. Reclassified from A/PANEL_E_DE_baseline -> D/PANEL_A_post_SB29.
Phase 2.6 correction 2026-04-27: Phase 2.5 had set bucket_class=D (pending), but legacy NV_eff_dt / TX_eff_dt columns already held completed effective dates. Corrected bucket_class=C (post-SB29 completed mover). Set Panel_A_reincorporator_flag=1, Panel_A_completed_effective_flag=1, bucket_C_post_SB29_DExit=1, and zeroed out bucket_A / bucket_Z / Panel_A_unverified flags.
Phase 3F vote-result inferred APPROVED from status=COMPLETED + populated eff date (2025-12-01). Original vote_result was 'SCHEDULED'. Verify with 8-K if uncertain.
[2026-04-28] Phase 4I: replaced Google-search IR fallback with direct URL https://www.zionoil.com/investors
[2026-04-28] Phase 4N: synthesized event_study_announcement_json from existing scalar CAR cells (phase4a_v2 join). Reviewer can extend with multi-spec analysis. [2026-04-29] phase5j: NEEDS_VOTE_SOURCE -- vote_result=APPROVED but vote_source_8k_accession and vote_source_8k_url empty after multi-round EDGAR pulls; reason: second-pass reviewer suggests vote was 2025-06-04 (not Nov 2025 as in dataset) but no verified accession provided; both date and citation pending; downgrade A8_vote_source_missing FAIL->WARN per Shane's 2026-04-28 placeholder directive [2026-04-29] phase5r: bucket 'C' -> 'B1' (DE->TX effective 2025-12-01 >= SB29 -> bucket B1) [2026-04-29] phase5w: comprehensive validation by external reviewer across tranches v3 (4-version full residual walk, 269 substantive answers across 52 firms, 0 bucket drifts vs v3.58)
[2026-04-29] v3.75: VERIFIED — Zion Oil & Gas. Annual meeting June 4, 2025 approved DE→TX redomestication via DGCL §266 conversion + authorized share increase from 1.2B to 1.6B. Item 5.07 tally + exact threshold pincite pending.
v3.84-rev3 SEVERE date correction: announcement_date_iso 2025-09-22 was off by ~6 months. Per reviewer audit: ZNOG PRE 14A filed 2025-03-28 (acc 0001437749-25-009798); DEF 14A 2025-04-10; annual meeting 2025-06-04 (vote passed 555.9M for / 6.2M against). Meeting_date_iso also corrected from 2025-11-24 → 2025-06-04. The −6.50% Day-0 AR previously computed at 2025-09-22 was measuring noise unrelated to the reincorporation.
v3.84-rev5c [2026-04-30] promoted to HIGH date_quality_flag per v3.84-rev3 EDGAR-verified primary-source date correction; primary-source EDGAR confirmation.

Related firms

Use these for cross-firm sanity checks — peers in size, sector, or destination.
nearest size
Sanara MedTech Inc. (NasdaqCM:SMTI)
SMTI · Texas → Texas · $190M
same sector
ExxonMobil Corp.
XOM · NJ → TX · $620.0B
same destination
Tesla, Inc.
TSLA · DE → TX · $1.50T

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