EVOLUTION PETROLEUM CORP

Previous wording

“Current quarter” refers to the three months ended September 30, 2025, our first quarter of fiscal year 2026.

Current wording

“Current quarter” refers to the three months ended December 31, 2025, our second quarter of fiscal year 2026.

Previous wording

“Year-ago quarter” refers to the three months ended September 30, 2024, our first quarter of fiscal year 2025.

Current wording

“Year-ago quarter” refers to the three months ended December 31, 2024, our second quarter of fiscal year 2025.

Previous wording

Management. Production from our Williston Basin properties for the three months ended September 30, 2025 is comprised of 73% crude oil, 17% NGL, and 10% natural gas.

Current wording

on approximately 138,200 gross (41,300 net) acres (approximately 97% held by production) across Billings, Golden Valley, and McKenzie Counties in North Dakota. The properties are operated by Foundation Energy Management. Production from our Williston Basin properties for the six months ended December 31, 2025 is comprised of 72% crude oil, 17% NGL, and 11% natural gas.

Previous wording

On August 4, 2025, wecompleted the acquisition of certain mineral and royalty interests in the SCOOP and STACK plays in Oklahoma from a non-affiliated private seller (the “Minerals Acquisition”) in a cash transaction valued at approximately $16.9 million, which includes $17.0 million paid at closing less interim purchase price adjustments totaling approximately $0.1 million related to net cash flows earned on the properties from the effective date to the closing date. We expect to receive the remaining net cash flows from the properties between the effective date of May 1, 2025 and the closing date, at the final post-closing settlement process expected to occur during the second quarter of fiscal 2026. We accounted for the transaction as an asset acquisition and the allocation of the purchase price was $11.1 million to proved oil and natural gas properties, subject to amortization, and $5.8 million to unproved properties. We funded the purchase price for the Minerals Acquisition with a combination of $15.0 million in borrowings under our

Current wording

closing date. We expect to receive the remaining net cash flows from the properties between the effective date of May 1, 2025 and the closing date, at the final post-closing settlement process expected to occur during the third quarter of fiscal 2026. We accounted for the transaction as an asset acquisition and the allocation of the purchase price was $11.7 million to proved oil and natural gas properties, subject to amortization, and $4.6 million to unproved properties. We funded the purchase price for the Minerals Acquisition with a combination of $15.0 million in borrowings under our Senior Secured Credit Facility and cash on hand. The acquired assets include an average royalty interest of 0.6% across approximately 5,500 net royalty acres located primarily in Grady and Canadian Counties, Oklahoma.

Previous wording

The oil and natural gas industry is a global market impacted by many factors, such as government regulations, particularly in the areas of tariffs, trade sanctions, taxation, energy, climate change and the environment, geopolitical instability and armed conflicts (including between Russia and Ukraine and in the Middle East, demand in Asian and European markets, and the extent to which members of OPEC and other oil exporting nations manage oil supply through export quotas. Natural gas prices are generally determined by North American supply and demand and are also affected by imports and exports of liquefied natural gas. Weather also has a significant impact on demand for natural gas since it is a primary heating source.

Current wording

The oil and natural gas industry is a global market impacted by many factors, such as government regulations, particularly in the areas of tariffs, trade sanctions, taxation, energy, climate change and the environment, geopolitical instability, (including ongoing conflicts between Russia and Ukraine, in the Middle East and Venezuela), demand in Asian and European markets, and the extent to which members of OPEC and other oil exporting nations manage oil supply through export quotas. Natural gas prices are generally determined by North American supply and demand and are also affected by imports and exports of liquefied natural gas. Weather also has a significant impact on demand for natural gas since it is a primary heating source.

Previous wording

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.

Current wording

As of December 31, 2025, we had $3.8 million in cash and cash equivalents and $54.5 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 six months ended December 31, 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 six months ended December 31, 2025 were cash used to fund our Minerals Acquisition, cash dividend payments to our common stockholders, and development capital expenditures. As of December 31, 2025, working capital was a deficit of $2.0 million. As of June 30, 2025, working capital was a deficit of $4.0 million.

Previous wording

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.

Current wording

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 a percentage of 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 December 31, 2025, we had $54.5 million of indebtedness, $0.8 million of letters of credit outstanding, and available capacity of $9.7 million. The Senior Secured Credit Facility is secured by substantially all of our oil and natural gas properties and matures on June 30, 2028.

Previous wording

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.

Current wording

For the six months ended December 31, 2025 and 2024, the weighted average interest on our borrowings was 6.88% and 7.80%, respectively. 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 (ii) 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%. 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 December 31, 2025, we were in compliance with all covenants under the Senior Secured Credit Facility.

Previous wording

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.

Current wording

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 November 28, 2025, we entered into a letter agreement with MidFirst Bank pursuant to which Margined Collateral Value, as defined under the Senior Secured Credit, was modified to $65.0 million and allowed us until December 31, 2025 to enter into additional commodity hedge transactions to satisfy the level of hedging requirements. On August 29, 2025, we entered into the first 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.

Previous wording

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.

Current wording

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 $9.7 million as of December 31, 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.

Previous wording

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.

Current wording

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 to facilitate acquisitions and other general corporate purposes. During the six months ended December 31, 2025, we sold a total of approximately 0.3 million shares of our common stock under the ATM Sales Agreement for net proceeds of approximately $1.2 million, net of $46 thousand of offering costs.

Previous wording

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.

Current wording

Our Board of Directors instituted a cash dividend on common stock in December 2013. We have since paid 49 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, subject to adjustments as appropriate in the Board of Directors’ discretion depending on factors such as commodity prices, other opportunities for uses of capital, and any other factors the Board of Directors deems

Previous wording

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.

Current wording

During the six months ending December 31, 2025, we incurred $2.5 million on development capital expenditures. A majority of our spending occurred at SCOOP/STACK where our operators are actively drilling. Three gross wells were brought online during the first quarter of the year, and three gross wells are currently in progress. 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.

Previous wording

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.

Current wording

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 nine gross wells online, including the six gross wells described above, 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 anticipate securing permits for the next six wells before the end of the fiscal year 2026. The final decision, made jointly with our partner, on when to spud these wells will depend on prevailing oil prices and completed well costs at that time.

Previous wording

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.

Current wording

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 December 31, 2025 were $66.01 per barrel of oil, $3.40 per MMBtu of natural gas and $23.22 per barrel of NGLs. As of December 31, 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 December 31, 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 January and February 2026, which are more reflective of recent prices trends, to calculate a trailing 12-month average price of $64.05 per barrel of oil and $3.80 per MMBtu of natural gas, and keeping all other factors constant, the ceiling test calculation as of the second 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.

Previous wording

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.

Current wording

Cash provided by operating activities for the six months ended December 31, 2025 decreased $2.1 million compared to the six months ended December 31, 2024 primarily due a decrease in revenues and increases in our interest expense and lease operating costs for the comparable periods partially offset by realized gains on derivative contracts in the current

Previous wording

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.

Current wording

Cash used in investing activities for the six months ended December 31, 2025 increased $17.5 million compared to the six months ended December 31, 2024 primarily due to the closing of the Minerals Acquisition in August 2025.

Previous wording

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.

Current wording

Net cash flows provided by financing activities for the six months ended December 31, 2025 were $9.3 million compared to net cash flows used in financing activities of $6.3 million for the six months ended December 31, 2024. For the six months ended December 31, 2025, we received net borrowings of $17.0 million under our Senior Secured Credit Facility primarily to finance our Minerals Acquisition, received net proceeds from the sale of common stock under the ATM Sales agreement of approximately $1.2 million, after deducting issuance fees, andpaid $8.4 million in cash dividends to our common stockholders. For the six months ended December 31, 2024, we paid $8.1 million in cash dividends to our common stockholders and receivednet proceeds from the sale of common stock under the ATM Sales Agreement of approximately $2.0 million, after deducting $0.2 million of fees for due diligence incurred with the offering.