W&T海底钻探美股招股说明书(2025-08-28版)

W&T Offshore, Inc.Up to $83,001,247 of Common Stock This prospectus supplement relates to the issuance and sale of up to $83,001,247 of shares of our common stock from time to timethrough Roth Capital Partners, LLC (“Roth”) and Virtu Americas LLC (“Virtu”) as sales agents. Roth and Virtu are referred to hereinindividually as an “Agent” and together as the “Agents.” We previously filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 (File No.333-260248) on October14, 2021, which was declared effective on October25, 2021 (the “Prior Registration Statement”). The PriorRegistration Statement registered an aggregate of $500,000,000 of an indeterminate number of securities to be offered by us from timeto time. Pursuant to a prospectus supplement to the Prior Registration Statement dated October25, 2021, we registered the issuanceand sale of up to $100,000,000 of shares of our common stock issuable pursuant to the At-The-Market Equity Distribution Agreement,dated March18, 2022, by and among Stifel, Nicolaus & Company, Incorporated (“Stifel”), Roth and us (the “Prior At-The-MarketEquity Distribution Agreement”). We filed with the SEC a registration statement on Form S-3 (File No. 333-282595), which wasdeclared effective on October24, 2024 and replaced the Prior Registration Statement (the “Registration Statement”). Pursuant to aprospectus supplement to the Registration Statement dated November20, 2024 (the “prior prospectus supplement”), we registered theissuance and sale of up to $83,001,247 of shares of our common stock issuable pursuant to the Prior At-The-Market Equity DistributionAgreement. On August 28, 2025, we and the Agents entered into the First Amendment to the Prior At-The-Market Equity DistributionAgreement (the Prior At-The-Market Equity Distribution Agreement, together with such amendment, as may be further amended,supplemented or restated from time to time, the “At-The-Market Equity Distribution Agreement”). This prospectus supplement, together with the accompanying prospectus, relates to shares that may be offered and sold under theAt-The-Market Equity Distribution Agreement and supersedes the prior prospectus supplement relating to the offer and sale of sharesof our common stock in accordance with the At-The-Market Equity Distribution Agreement. Accordingly, the shares of our commonstock remaining available to be sold under the prior prospectus supplement as of the date hereof will no longer be offered and soldunder the prior prospectus supplement and will instead be offered and sold under this prospectus supplement and the accompanyingprospectus. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made bythe Agent designated by us in a placement notice (a “Designated Agent”) by any method permitted by law deemed to be an “at themarket” offering as defined in Rule415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), includingsales made directly on or through the New York Stock Exchange (“NYSE”), the existing trading market for our common stock, or onany other existing trading market for the common stock, or in negotiated transactions. If we sell shares of common stock to aDesignated Agent as principal, we will enter into a separate terms agreement with such Designated Agent, and we will describe thatagreement in a separate prospectus supplement or pricing supplement. The Designated Agent will not be permitted to purchasecommon stock for its own account as principal unless expressly authorized by us to do so in a terms agreement. The Designated Agentwill act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicablelaw and regulations. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. See “Plan ofDistribution” beginning on pageS-12of this prospectus supplement for more information regarding these arrangements. The Designated Agent will be entitled to a placement fee of up to 3.0% of the gross sales price per share sold. In connection withthe sale of our common stock on our behalf, the Designated Agent will be deemed to be an “underwriter” within the meaning of theSecurities Act, and the compensation of the Designated Agent will be deemed to be underwriting commissions or discounts. You should carefully read this prospectus supplement and the accompanying prospectus, together with the documents we incorporateby reference, before you invest in any of our common stock. Investing in our common stock involves risks. Please see “Risk Factors,” beginning on pageS-8of this prospectus supplement and page4 of the accompanying prospectus, for a discussion of certain risks that you should consider in connection with an investment in ourcommon stock. Our executive offices are located at 5718 Westheimer Road, Suite 700, Houston, Texas 77057 and our telephone