EVOLUTION PETROLEUM CORP

As of September 30, 2025, we had $0.7 million in cash and cash equivalents and $53.0 million outstanding borrowings on our Senior Secured Credit Facility compared to $2.5 million in cash and cash equivalents and $37.5 million outstanding borrowings on our Senior Secured Credit Facility at June 30, 2025. Our primary sources of liquidity and capital resources during the three months ended September 30, 2025 were cash provided by operations and net borrowings under our Senior Secured Credit Facility. Our primary uses of liquidity and capital resources for the three months ended September 30, 2025 were cash used to fund our Minerals Acquisition, cash dividend payments to our common stockholders, and development capital expenditures. As of September 30, 2025, working capital was a deficit of $5.4 million. As of June 30, 2025, working capital was a deficit of $4.0 million.

The syndicated Senior Secured Credit Facility has a maximum capacity of $200.0 million subject to a borrowing base determined by the lenders based on the value of our oil and natural gas properties. The Senior Secured Credit Facility has a current borrowing base of $65.0 million. As of September 30, 2025, we had $53.0 million of indebtedness, $0.8 million of letters of credit outstanding, and available capacity of $11.2 million. The Senior Secured Credit Facility is secured by substantially all of our oil and natural gas properties and matures on June 30, 2028.

Borrowings bear interest, at our option, at either (i) the SOFR, subject to a minimum SOFR of 3.25%, plus a credit spread adjustment of 0.05%, or the Prime Rate, as defined under the Senior Secured Credit Facility, plus 1.0%, plus, in either case of (i) or (ii), an applicable margin of 2.75%. For the three months ended September 30, 2025 and 2024, the weighted average interest on our borrowings was 7.12% and 8.09%, respectively. The Senior Secured Credit Facility contains covenants requiring the maintenance of (i) a total leverage ratio of not more than 3.00 to 1.00, (ii) a current ratio of not less than 1.00 to 1.00, and (iii) a consolidated tangible net worth of not less than $40.0 million, each as defined in the Senior Secured Credit Facility. In addition, the Senior Secured Credit Facility contains hedging requirements that apply when utilization is greater than 25% of (x) the Margined Collateral Value, as defined under the Senior Secured Credit Facility, at any time when the leverage ratio is less than 2.25 to 1.00, or (y) the borrowing base, at any time when the leverage ratio is greater than or equal to 2.25 to 1.00. It also contains other customary affirmative and negative covenants, including a hedging covenant discussed below, and events of default. As of September 30, 2025, we were in compliance with all covenants under the Senior Secured Credit Facility.

The Senior Secured Credit Facility requires redeterminations of the borrowing base to occur semi-annually. At each redetermination, the Margined Collateral Value is updated based on the estimated value of our oil and natural gas properties, which includes our proved developed reserves, proved undeveloped reserves, and other relevant factors consistent with customary oil and natural gas lending criteria. On August 29, 2025, we entered into an amendment to our Senior Secured Credit Facility with MidFirst Bank, whereas it was determined for purposes of the hedge covenant that total crude oil and natural gas production volumes from proved developed producing reserves will be combined on a barrels of oil equivalent (“BOE”) basis to determine compliance with the hedging covenant.

We have historically funded operations through cash from operations and working capital. Our primary source of cash is the sale of produced crude oil, natural gas, and NGLs. A portion of these cash flows is used to fund capital expenditures and pay cash dividends to shareholders. We expect to fund near-future capital development activities for our properties with cash flows from operating activities, and, as needed, borrowings under our Senior Secured Credit Facility and proceeds from the ATM Sales Agreement.

We are pursuing new growth opportunities through acquisitions and other transactions. In addition to cash on hand, we have access to the undrawn portion of the borrowing base available under our Senior Secured Credit Facility, totaling $11.2 million as of September 30, 2025. We also have an effective shelf registration statement with the SEC under which we may issue up to $500.0 million of new debt or equity securities.

On October 21, 2024, we entered into an ATM Sales Agreement with Roth Capital Partners, LLC as our Lead Agent, Northland Securities Inc., and A.G.P./Alliance Global Partners pursuant to which we may issue and sell, from time to time, up to $30.0 million of shares of common stock through or to the Lead Agent, acting as agent or principal. During the three months ended September 30, 2025, we sold a total of approximately 57 thousand shares of our common stock under the ATM Sales Agreement for net proceeds of approximately $246 thousand, net of $20 thousand of offering costs.

Our Board of Directors instituted a cash dividend on common stock in December 2013. We have since paid 48 consecutive quarterly dividends. Distribution of a substantial portion of free cash flow in excess of operating and capital requirements through cash dividends remains a priority of our financial strategy, and it is our long-term goal to increase dividends over time, as appropriate. On November 10, 2025, the Board of Directors declared a quarterly cash dividend of $0.12 per share of common stock to shareholders of record on December 15, 2025 and payable on December 31, 2025.

Capital Expenditures

During the three months ending September 30, 2025, we incurred $1.9 million on development capital expenditures. A majority of our spending occurred at SCOOP/STACK where our operators are actively drilling and completing three gross wells and capital workover projects across our assets. Based on discussions with our operators, we expect capital workover projects to continue in most of our fields throughout the remainder of the year as well as further drilling at SCOOP/STACK.

Overall, for fiscal year 2026, we expect budgeted capital expenditures to be in the range of $4.0 million to $6.0 million, which excludes any potential acquisitions. Our expected capital expenditures for fiscal year 2026 include bringing approximately five gross wells online at our SCOOP/STACK properties. Additionally, as our third-party operators continue to be active around our acreage, we would expect additional wells to be drilled and/or completed. At Chaveroo Field, we expect to have drilling permits in hand for the next round of six wells before the end of the fiscal year 2026 and the final decision by us and our partner as to timing for spudding these wells will be made based on oil prices and completed well costs at that time.

Full Cost Pool Ceiling Test

Under the full cost method of accounting, capitalized costs of oil and natural gas properties, net of accumulated depletion, depreciation, and amortization and related deferred taxes, are limited to the estimated future net cash flows from proved oil and natural gas reserves, discounted at 10%, plus the lower of cost or fair value of unproved properties, as adjusted for related income tax effects (the valuation “ceiling”). If capitalized costs exceed the full cost ceiling, the excess would be charged to expense as a write-down of oil and natural gas properties in the quarter in which the excess occurred. The quarterly ceiling test calculation requires that we use the average first day of the month price for our petroleum products during the 12-month period ending with the balance sheet date. The prices used in calculating our ceiling test as of September 30, 2025 were $68.07 per barrel of oil, $3.11 per MMBtu of natural gas and $23.89 per barrel of NGLs. As of September 30, 2025, our capitalized costs of oil and natural gas properties, subject to amortization, were below the full cost valuation ceiling. If commodity price levels were to substantially decline from the 12-month average first day of the month pricing levels as of September 30, 2025 and remain down for a prolonged period of time, our valuation ceiling over our capitalized costs may be reduced and adversely impact our ceiling test results in future quarters and the effect could be material to our net earnings. Using first day of the month prices for October and November 2025, which are more reflective of recent prices trends, to calculate a trailing 12-month average price of $66.98 per barrel of oil and $3.18 per MMBtu of natural gas, and keeping all other factors constant, the ceiling test calculation as of the first quarter of fiscal year 2026 would not have generated a ceiling test impairment. We cannot give assurance that a write-down of capitalized oil and natural gas properties will not be required at some point in the future as commodity prices are volatile and unpredictable. In addition to commodity prices, our production rates, levels of proved reserves, future development costs, transfers of unevaluated properties to our full cost pool, capital spending and other factors will determine our actual ceiling test calculation and impairment analyses in future periods.

Overview of Cash Flow Activities

Cash provided by operating activities for the three months ended September 30, 2025 increased $0.2 million compared to the three months ended September 30, 2024 primarily due to changes in the timing of our working capital. Cash flows provided by operating activities before changes in working capital for the three months ended September 30, 2025 decreased $0.8 million compared to the three months ended September 30, 2024, primarily due to a decrease in revenues and an increase in our lease operating costs for the comparable periods partially offset by realized gains on derivative contracts in the current period of $0.9 million compared to realized losses on derivative contracts in the prior year period of $0.1 million. Refer to*“Results of Operations”* below for further information.

Cash used in investing activities for the three months ended September 30, 2025 increased $17.7 million compared to the three months ended September 30, 2024 primarily due to the closing of the Minerals Acquisition in August 2025.

Net cash flows provided by financing activities for the three months ended September 30, 2025 were $11.1 million compared to net cash flows used in financing activities of $4.1 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, we received net borrowings of $15.5 million under our Senior Secured Credit Facility to finance our Minerals Acquisition andpaid $4.2 million in cash dividends to our common stockholders. For the three months ended September 30, 2024, we paid $4.0 million in cash dividends to our common stockholders.