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EVOLUTION PETROLEUM CORP

For the period ended Mar 31, 2026. Filed May 13, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 13, 2026

EPM$3.57+0.8%Stored close · as of Nov 10, 2026

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Liquidity and Capital Resources

As of March 31, 2026, we had $2.6 million in cash and cash equivalents and $56.5 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 nine months ended March 31, 2026 were cash provided by operations, net borrowings under our Senior Secured Credit Facility, and net proceeds from the ATM Sales Agreements. Our primary uses of liquidity and capital resources for the nine months ended March 31, 2026 were cash used to fund our SCOOP/STACK Minerals Acquisition and Louisiana Minerals, cash dividend payments to our common stockholders, and development capital expenditures. As of March 31, 2026, working capital was a deficit of $10.6 million primarily due to our current derivative contracts, which vary quarter-to-quarter based on forecasted commodity prices at the end of each quarter. 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 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 March 31, 2026, we had $56.5 million of indebtedness, $0.8 million of letters of credit outstanding, and available capacity of $7.7 million. The Senior Secured Credit Facility is secured by substantially all of our oil and natural gas properties and matures on June 30, 2028.

For the nine months ended March 31, 2026 and 2025, the weighted average interest on our borrowings was 6.78% and 7.59%, 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 March 31, 2026, 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 November 28, 2025, we entered into a letter agreement with MidFirst Bank pursuant to which the Margined Collateral Value, as defined under the Senior Secured Credit Facility, was modified to $65.0 million. In addition, it granted us additional time to enter into further commodity hedges to meet the hedging requirements under the Senior Secured Credit Facility. 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.

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 Agreements.

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 $7.7 million as of March 31, 2026. 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 equity 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. On February 11, 2026, we executed a new ATM equity Sales Agreement, substantially consistent with the original October agreement restoring the $30.0 million common stock sales capacity. During the nine months ended March 31, 2026, we sold a total of approximately 1.1 million shares of our common stock under the ATM Sales Agreements for net proceeds of approximately $4.7 million, net of $0.2 million of offering costs incurred.

Our Board of Directors instituted a cash dividend on common stock in December 2013. We have since paid 50 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 relevant. On May 11, 2026, the Board of Directors declared a quarterly cash dividend of $0.12 per share of common stock to shareholders of record on June 15, 2026 and payable on June 30, 2026.

Capital Expenditures

During the nine months ending March 31,2026, we incurred $4.0 million on development capital expenditures. A majority of our spending occurred at SCOOP/STACK, Chaveroo Field and Hamilton Dome Field. At SCOOP/STACK eight gross wells were brought online during the nine months ended March 31, 2016, three gross wells are currently in progress, and we have elected to participate in two gross wells. At Chaveroo Field and Hamilton Dome capital spending projects were for facility upgrades and consolidations. Remaining capital spending related to capital workover projects across our portfolio of 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 the purchase of Louisiana Minerals described above, as well as any other potential acquisitions. Our expected capital expenditures for fiscal year 2026 include bringing approximately eleven gross wells online, including the eight 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.

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 March 31, 2026 were $63.80 per barrel of oil, $3.72 per MMBtu of natural gas and $22.50 per barrel of NGLs. As of March 31, 2026, 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 March 31, 2026 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 April and May 2026, which are more reflective of recent prices trends, to calculate a trailing 12-month average price of $70.06 per barrel of oil and $3.58 per MMBtu of natural gas, and keeping all other factors constant, the ceiling test calculation as of the fourth 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

​​​​​​​​​​
​ · ​ · Nine Months Ended March 31, · ​ · ​ · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · Change
Cash flows provided by operating activities​$16,719​$22,596​$(5,877)
Cash flows used in investing activities​​(27,228)​​(10,053)​​(17,175)
Cash flows provided by (used in) financing activities​​10,618​​(13,388)​​24,006
Net increase (decrease) in cash and cash equivalents​$109​$(845)​$954

Cash provided by operating activities for the nine months ended March 31, 2026 decreased $5.9 million compared to the nine months ended March 31, 2025 primarily due a decrease in revenues of $2.6 million from the prior period and increases in our interest expense and realized losses on derivative contracts. Interest expense increased $0.6 million and in the current period we had net derivative realized losses of $0.6 million compared to realized gains $0.2 million in the prior period. The remaining decrease in cash flow from operations is due to timing of working capital. Refer to*“Results of Operations”* below for further information.

Cash used in investing activities for the nine months ended March 31, 2026 increased $17.2 million compared to the nine months ended March 31, 2025 primarily due to the closing of the SCOOP/STACK Minerals Acquisition in August 2025 and Louisiana Minerals from December 2025 through March 2026.

Net cash flows provided by financing activities for the nine months ended March 31, 2026 were $10.6 million compared to net cash flows used in financing activities of $13.4 million for the nine months ended March 31, 2025. For the nine months ended March 31, 2026, we received net borrowings of $19.0 million under our Senior Secured Credit Facility primarily to finance our SCOOP/STACK Minerals Acquisition, received net proceeds from the sale of common stock under the ATM Sales Agreements of approximately $4.8 million, after deducting $0.1 million of issuance fees paid, andpaid $12.6 million in cash dividends to our common stockholders. For the nine months ended March 31, 2025, we paid $12.2 million in cash dividends to our common stockholders, repaid $4.0 million of borrowings under our Senior Secured Credit Facility, and receivednet proceeds from the sale of common stock under the ATM Sales Agreements of approximately $3.1 million, after deducting $0.3 million of fees for due diligence incurred with the offering.

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