Epsilon Energy Ltd.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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FY2025 · Filed Mar 27, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a)1. | | Financial Statements: |
| | | Report of Independent Registered Public Accounting Firm (PCAOB ID 243) |
| | | Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024. |
| | | Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025 and December 31, 2024. |
| | | Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and December 31, 2024. |
| | | Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024. |
| | | Notes to Consolidated Financial Statements |
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| (a)2. | | Financial Statement Schedules: |
| | | None. |
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| (a)3. | | Exhibits |
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| 3.1 | | Articles of Incorporation of Epsilon Energy Ltd (incorporated by reference to Exhibit 3.1 of Form 10, File No. 001-38770, filed on December 21, 2018). |
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| 3.2 | | Bylaws of Epsilon Energy Ltd. (incorporated by reference to Exhibit 3.2 of Form 10, File No. 001-38770, filed on December 21, 2018) |
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| 3.3 | | Articles of Amendment dated December 19, 2019 (incorporated by reference to Exhibit 3.3 of Form 10, File No. 001-38770, filed on December 21, 2018) |
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| 4.1 | | Description of Registrant’s Securities Registered Under Section 12 of the Exchange Act. (incorporated by reference to Exhibit 4.1 of Form 10-K, File No. 001-38770, filed on March 18, 2020) |
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| 10.1+ | | Henry Clanton Employment Agreement (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 001-38770, filed on March 12, 2024) |
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| 10.2 | | Anchor Shipper Gas Gathering Agreement, effective January 1, 2024, by and between Appalachia Midstream Services, L.L.C. and Epsilon Energy USA, Inc., as shipper and producer (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 001-38770, filed on May 21, 2024) |
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| 10.3+ | | 2020 Equity Incentive Plan effective as of September 1, 2020 (incorporated by reference to Exhibit 10.1 of Form8-K, File No. 001-38770, filed on September 1, 2020) |
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| 10.4+ | | Share Compensation Plan (incorporated by reference to Exhibit 10.10 of Form 10, File No. 001-38770, filed on December 21, 2018) |
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| 10.5 | | Agreement for the Construction, Ownership, and Operation of Midstream Assets in AMI Area D of Northern Pennsylvania effective the 1st day of January, 2012, by and between Statoil Pipelines, LLC, a Delaware limited liability company formerly known as StatoilHydro Pipelines, LLC, Epsilon Midstream LLC, a Pennsylvania limited liability company, and Appalachia Midstream Services, L.L.C., an Oklahoma limited liability company (incorporated by reference to Exhibit 10.11 of Form 10, File No. 001-38770, filed on December 21, 2018) |
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| 10.6+ | | Jason Stabell Executive Employment Agreement (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 001-38770, filed on June 24, 2022) |
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| 10.7+ | | Andrew Williamson Executive Employment Agreement (incorporated by reference to Exhibit 10.4 of Form 8-K, File No. 001-38770, filed on June 24, 2022) |
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| 10.8 | | Credit Agreement, dated as of June 28, 2023, by and among Epsilon Energy USA Inc., Frost Bank, as agent and issuing bank, and the lenders from time to time party hereto (incorporated by reference to Exhibit 10.8 of Form 10-K, File No. 001-38770, filed on March 21, 2024) |
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| 10.9 | | Participation Agreement with HWN Energy, Ltd dated October 22, 2024 (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 001-38770, filed on October 28, 2024) |
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| 11.0 | | Membership Interest Purchase Agreement dated August 11, 2025, among the Sellers party thereto, Peak Exploration & Production, LLC, Epsilon Energy USA, Inc., Epsilon Energy Ltd., and Yorktown Energy Partners XI, L.P. (as Sellers’ Representative) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated August 11, 2025) |
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| 11.1 | | Membership Interest Purchase Agreement dated August 11, 2025, among Yorktown Energy Partners XI, L.P., Peak BLM Lease LLC, Epsilon Energy USA, Inc., and Epsilon Energy Ltd. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated August 11, 2025) |
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| 19.1 | | Insider Trading Policy (incorporated by reference to Exhibit 19.1 of Form 10-K, File No. 001-38770, filed on March 19, 2025) |
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| 21.1 | | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of Form 10, File No. 001-38770, filed on December 21, 2018) |
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| 23.1* | | Consent of DeGolyer and MacNaughton |
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| 23.2* | | Consent of BDO USA, P.C. |
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| 23.3* | | Consent of Cawlie, Gillespie & Associates |
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| 31.1* | | Rule 13a-14(a)/15d-14(a) Certification. |
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| 31.2* | | Rule 13a-14(a)/15d-14(a) Certification. |
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| 32.1** | | Section 1350 Certifications. |
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| 32.2** | | Section 1350 Certifications. |
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| 97.1 | | Epsilon Energy Ltd. Clawback Policy (incorporated by reference to Exhibit 97.1 of Form 10-K, File No. 001-38770, filed on March 21, 2024) |
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| 99.1* | | Summary Reserve Report – DeGolyer and MacNaughton |
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| 99.2* | | Summary Reserve Report – Cawlie, Gillespie & Associates |
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| 101.INS* | | Inline XBRL Instance Document. |
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| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. |
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| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
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| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| + | Denotes a management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on March 27, 2026.
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|---|---|
| | Epsilon Energy Ltd. |
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| By: /s/ J. Andrew Williamson | |
| | J. Andrew Williamson |
| | Chief Financial Officer |
| | (duly authorized to sign on behalf of the registrant) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated:
| | | | | |
|---|---|---|---|---|
| Signature | | Title | | Date |
| /s/ Jason Stabell | | Chief Executive Officer | | March 27, 2026 |
| Jason Stabell | | (Principal Executive Officer) | | |
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| /s/ Andrew Williamson | | Chief Financial Officer | | March 27, 2026 |
| Andrew Williamson | | (Principal Financial and Accounting Officer) | | |
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| /s/ John Lovoi | | Chairman of the Board | | March 27, 2026 |
| John Lovoi | | | | |
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| /s/ Jason Stankowski | | Director | | March 27, 2026 |
| Jason Stankowski | | | | |
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| /s/ Tracy Stephens | | Director | | March 27, 2026 |
| Tracy Stephens | | | | |
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| /s/ David Winn | | Director | | March 27, 2026 |
| David Winn | | | | |
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| /s/ Nicola Maddox | | Director | | March 27, 2026 |
| Nicola Maddox | | | | |
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| /s/ Jack E. Vaughn | | Director | | March 27, 2026 |
| Jack E. Vaughn | | | | |
| | | | | |
| /s/ Bryan H. Lawrence | | Director | | March 27, 2026 |
| Bryan H. Lawrence | | | | |
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