EVOLUTION PETROLEUM CORP

Previous wording

The price we receive for our oil, natural gas and NGLs significantly influences our revenue, profitability, access to capital, capital spending, and future rate of growth. At June 30, 2025, approximately 45% of our proved reserves were oil reserves, 38% were natural gas and 17% were NGLs. Oil, natural gas and NGLs are commodities and their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil, natural gas, and NGLs have been volatile and these markets will likely continue to be volatile in the future. The prices we receive for our production depend on numerous factors beyond our control, including, but not limited to the following:

Current wording

The price we receive for our oil, natural gas and NGLs significantly influences our revenue, profitability, access to capital, capital spending, and future rate of growth. At June 30, 2025, approximately 39% of our proved reserves were oil reserves, 45% were natural gas and 16% were NGLs. Oil, natural gas and NGLs are commodities and their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil, natural gas, and NGLs have been volatile and these markets will likely continue to be volatile in the future. The prices we receive for our production depend on numerous factors beyond our control, including, but not limited to the following:

Previous wording

●social unrest, political instability or armed conflict in major oil and natural gas producing regions outside the United States, such as the conflict between Ukraine and Russia and the conflict between Israel and Gaza, and acts of terrorism or sabotage;

Current wording

●social unrest, political instability or armed conflict in major oil and natural gas producing regions outside the United States, such as the conflict between Ukraine and Russia and the conflict in the Middle East, and acts of terrorism or sabotage;

Previous wording

Our business plan focuses on the acquisition and development of known resources in partially depleted, naturally fractured, or low permeability reservoirs. Our TexMex, Chaveroo Field, Hamilton Dome Field and Delhi Field properties produce from relatively shallow reservoirs, while our SCOOP/STACK, Jonah Field, Williston Basin and Barnett Shale properties produce from deeper reservoirs. Shallower reservoirs usually have lower pressure, which generally translates into lower reserves volumes in place. Deeper reservoirs have higher pressures and usually more reserves volumes in place, but capturing those reserves often comes at increased drilling and completion costs and risks and, generally, a higher rate of initial production decline. Low permeability reservoirs require substantial stimulation for development of commercial production. Naturally fractured reservoirs require penetration of sufficient un-depleted fractures to establish commercial production. Depleted reservoirs require successful application of newer, or more expensive, technologies to produce incremental reserves. Our approach on the development and application of technologies on these different types of reservoirs could have a material adverse effect on our results of operations.

Current wording

Besides our royalty and mineral interest, our business plan focuses on the acquisition and development of known resources in partially depleted, naturally fractured, or low permeability reservoirs. Our TexMex, Chaveroo Field, Hamilton Dome Field and Delhi Field properties produce from relatively shallow reservoirs, while our SCOOP/STACK, Jonah Field, Williston Basin and Barnett Shale properties produce from deeper reservoirs. Shallower reservoirs usually have lower pressure, which generally translates into lower reserves volumes in place. Deeper reservoirs have higher pressures and usually more reserves volumes in place, but capturing those reserves often comes at increased drilling and completion costs and risks and, generally, a higher rate of initial production decline. Low permeability reservoirs require substantial stimulation for development of commercial production. Naturally fractured reservoirs require penetration of sufficient un-depleted fractures to establish commercial production. Depleted reservoirs require successful application of newer, or more expensive, technologies to produce incremental reserves. Our approach on the development and application of technologies on these different types of reservoirs could have a material adverse effect on our results of operations.

Previous wording

All of our property interests are operated by others. As a result, we have limited ability to influence or control the operations or future development of such properties, including compliance with environmental, safety, and other standards, or the amount or timing of capital or other expenditures that we will be required to fund with respect to such properties. Operators of these properties may act in ways that are not in our best interest. Moreover, we are dependent on the other working interest owners of such projects to fund their contractual share of the capital expenditures of such projects. These limitations and our dependence on the operator and other working interest owners for these projects could cause us to incur unexpected future costs, result in lower production, and materially and adversely affect our financial condition and results of operations.

Current wording

All of our proved undeveloped oil and natural gas properties, consisting both of working interests and mineral and royalty interests, are operated by third-parties. The development and production of our proved undeveloped reserves depend on the decisions and actions of third-party operators, over which we have limited or no control, and their decisions may not be in our best interests. We have limited ability to influence or control the amount or timing of capital or other expenditures that we will be required to fund with respect to such properties. Developing these reserves requires significant capital expenditures and successful drilling operations, and our third-party operators may determine not to develop particular locations or may delay, modify or otherwise alter their development plans for reasons beyond our control. As a result, our proved undeveloped reserves may not be developed or produced as anticipated, or at all. Any delays or changes in development and production by our third-party operators could result in significant fluctuation in the timing and amount of revenues generated by our oil and natural gas properties. Moreover, we are dependent on the other working interest owners of such projects to fund their contractual share of the capital expenditures of such projects. These limitations and our dependence on the operator and other working interest owners for these projects could cause us to incur unexpected future costs, result in lower production, and materially and adversely affect our financial condition and results of operations.

Previous wording

Accordingly, reserve estimates may be subject to downward or upward adjustments. Actual production, revenue, and expenditures with respect to our reserves will likely vary from estimates; such variances may be material. The information regarding discounted future net cash flows included in this report should not be considered as the current market value of the estimated oil and natural gas reserves attributable to our properties. The estimated discounted future net cash flows from proved reserves are based on the 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, and costs as of the date of the estimate, while actual future prices and costs may be materially higher or lower. Actual future net cash flows also will be affected by factors such as the amount and timing of actual production, supply and demand for oil and natural gas, increases or decreases in consumption, and changes in governmental regulations or

Current wording

Accordingly, reserve estimates may be subject to downward or upward adjustments. Actual production, revenue, and expenditures with respect to our reserves will likely vary from estimates; such variances may be material. The information regarding discounted future net cash flows included in this report should not be considered as the current market value of the estimated oil and natural gas reserves attributable to our properties. The estimated discounted future net cash flows from proved reserves are based on the 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, and costs as of the date of the estimate, while actual future prices and costs may be materially higher or lower. Actual future net cash flows also will be affected by factors such as the amount and timing of actual production, supply and demand for oil and natural gas, increases or decreases in consumption, and changes in governmental regulations or taxation. In addition, the 10% discount factor, which is required by the SEC to be used in calculating discounted future net cash flows for reporting purposes, is not necessarily the most appropriate discount factor. Interest rates in effect vary from time to time based on risks associated with us or the oil and natural gas industry in general. The Standardized Measure does not necessarily correspond to market value.

Previous wording

Cash flow from our production varies based on commodity prices and may decline along with nature declines in our production. As a consequence, our cash flow may not be sufficient to fund our ongoing or planned activities at all times. From time to time, we may require additional financing in order to fund operations, acquisitions, exploitation, and development activities. We have, for instance, accessed our Senior Secured Credit Facility on a routine basis, including, recently, to fund acquisitions. Subsequent to our TexMex Acquisition in April 2025 and the SCOOP/STACK Acquisitions in 2024, the borrowings outstanding on our Senior Secured Credit Facility at June 30, 2025 was $37.5 million. On June 30, 2025, we entered into a syndicated amended and restated credit facility with MidFirst as administrative agent and added a second lender. The commitment size of the Senior Secured Credit Facility was

Current wording

Cash flow from our production varies based on commodity prices and may decline along with natural declines in our production. As a consequence, our cash flow may not be sufficient to fund our ongoing or planned activities at all times. From time to time, we may require additional financing in order to fund operations, acquisitions, exploitation, and development activities. We have, for instance, accessed our Senior Secured Credit Facility on a routine basis, including, recently, to fund acquisitions. Subsequent to our Permian Minerals Acquisition in August 2026, Louisiana Minerals acquisitions in December 2025 through June 2026, SCOOP/STACK Minerals Acquisition in August 2025, TexMex Acquisition in April 2025, and the SCOOP/STACK Acquisitions in 2024, the borrowings outstanding on our Senior Secured Credit Facility at September 16, 2026 was $60.0 million. Our syndicated Senior Secured Credit Facility had a commitment size of $65.0 million at June 30, 2026; but in accordance with our letter agreement with MidFirst on August 20, 2026 our syndicated Senior Secured Credit Facility currently has an increased commitment size of $73.0 million until October 20, 2026 when it reverts back to $65.0 million, unless redetermined in accordance with the terms of our credit agreement. We may not be able to further increase the total commitments by adding additional lenders in the future on terms that are favorable to us.

Previous wording

increased to $65.0 million from $50.0 million. We may not be able to further increase the total commitments by adding additional lenders in the future on terms that are favorable to us. Further, the size of our Senior Secured Credit Facility is influenced by many factors, including our production, reserves and prevailing views on future commodity prices, and it may decrease based on developments negatively impacting those and other factors. While ordinarily positive developments in such factors might increase the amount that lenders are willing to lend to us, we are currently at the limit of our two lenders to increase the size of our Senior Secured Credit Facility due to limitations that the lenders have on the loans they may extend to a single borrower. Additionally, access to debt and equity capital markets or other alternatives may also prove unavailable or unattractive at such times or in such amounts as we may require. If we are unable to access adequate capital at acceptable costs, it could adversely affect our ability to expend the necessary capital to replace our reserves, maintain our production and execute our business plans.

Current wording

Further, the size of our Senior Secured Credit Facility is influenced by many factors, including our production, reserves and prevailing views on future commodity prices, and it may decrease based on developments negatively impacting those and other factors. While ordinarily positive developments in such factors might increase the amount that lenders are willing to lend to us, we are currently at the limit of our two lenders to increase the size of our Senior Secured Credit Facility due to limitations that the lenders have on the loans they may extend to a single borrower. Additionally, access to debt and equity capital markets or other alternatives may also prove unavailable or unattractive at such times or in such amounts as we may require. If we are unable to access adequate capital at acceptable costs, it could adversely affect our ability to expend the necessary capital to replace our reserves, maintain our production and execute our business plans.

Previous wording

security breaches. Cyber-attacks or information security breaches could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or could otherwise lead to the disruption of our business operations or other operational disruptions in our exploration or production operations. Cyber-attacks are becoming more sophisticated and certain cyber incidents, such as surveillance, may remain undetected for an extended period and could lead to disruptions in critical systems or the unauthorized release of confidential or otherwise protected information. These events could lead to financial losses from remedial actions, loss of business, disruption of operations, damage to our reputation, or potential liability. Also, computers control nearly all of the oil and natural gas distribution systems in the United States and abroad. Computers are necessary to transport our oil and natural gas production to market. A cyber-attack directed at oil and natural gas distribution systems could damage critical distribution and storage assets or the environment, delay or prevent delivery of production to markets and make it difficult or impossible to accurately account for production and settle transactions. Cyber incidents have increased, and the United States government has issued warnings indicating that energy assets may be specific targets of cybersecurity threats. Our systems and insurance coverage for protecting against cybersecurity risks may not be sufficient. Further, as cyber-attacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber-attacks.

Current wording

The oil and natural gas industry has become increasingly dependent on digital technologies to conduct certain exploration, development, production, processing, and financial activities. We depend on digital technology to estimate quantities of oil and natural gas reserves, manage operations, process and record financial and operating data, analyze seismic and drilling information, and communicate with our employees and third-party operators. Our technologies, systems, networks, seismic data, reserves information, or other proprietary information, and those of our operators, vendors, suppliers, customers, and other business partners may become the target of cyber-attacks or information security breaches. Cyber-attacks or information security breaches could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or could otherwise lead to the disruption of our business operations or other operational disruptions in our exploration or production operations. Cyber-attacks, particularly amidst the increased adoption of artificial intelligence technologies, are becoming more sophisticated and include, but are not limited to, ransomware, credential stuffing, spear phishing, social engineering, use of deepfakes (i.e., highly realistic synthetic media generated by artificial intelligence) and other attempts to gain unauthorized access to data for purposes of extortion or other malfeasance. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period. Any such attacks could lead to disruptions in critical systems or the unauthorized release of confidential or otherwise protected information. These events could lead to financial losses from remedial actions, loss of business, disruption of operations, damage to our reputation, or potential liability. Also, computers control nearly all of the oil and natural gas distribution systems in the United States and abroad. Computers are necessary to transport our oil and natural gas production to market. A cyber-attack directed at oil and natural gas distribution systems could damage critical distribution and storage assets or the environment, delay or prevent delivery of production to markets and make it difficult or impossible to accurately account for production and settle transactions. Cyber incidents have increased, and the United States government has issued warnings indicating that energy assets may be specific targets of cybersecurity threats. Our systems and insurance coverage for protecting against cybersecurity risks may not be sufficient. Further, as cyber-attacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber-attacks.

Previous wording

Our competitors include major integrated oil and natural gas companies, numerous larger independent oil and natural gas companies, individuals, and drilling and income programs. Many of our competitors are large, well-established companies with substantially larger operating staffs and greater capital resources. We may not be able to successfully conduct our operations, evaluate and select suitable properties, or consummate transactions in this highly competitive environment. Specifically, these larger competitors may be able to pay more for development projects and productive oil and natural gas properties and may be able to define, evaluate, bid for, and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, such companies may be able to expend greater resources on hiring contract service providers, obtaining oilfield equipment, and acquiring the existing and changing technologies that we believe are, and will be, increasingly important to attaining success in our industry.

Current wording

conduct our operations, evaluate and select suitable properties, or consummate transactions in this highly competitive environment. Specifically, these larger competitors may be able to pay more for development projects and productive oil and natural gas properties and may be able to define, evaluate, bid for, and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, such companies may be able to expend greater resources on hiring contract service providers, obtaining oilfield equipment, and acquiring the existing and changing technologies that we believe are, and will be, increasingly important to attaining success in our industry.

Previous wording

the commencement of drilling wells, such reviews do not assure that an unforeseen defect in the chain of title will not arise to defeat our claim. This could result in a reduction or elimination of the revenue received by us from such properties.

Current wording

Good and clear title to our oil and natural gas properties and mineral rights is important to our business. Although title reviews will generally be conducted prior to the purchase of most oil, natural gas, and mineral producing properties or the commencement of drilling wells, such reviews do not assure that an unforeseen defect in the chain of title will not arise to defeat our claim. This could result in a reduction or elimination of the revenue received by us from such properties.

Previous wording

As of June 30, 2025, our executive officers and directors, in the aggregate, beneficially owned approximately 3.4 million shares, or approximately 9.9% of our outstanding common stock and, based on recent filings with the SEC, we believe two large non-affiliated fund complexes owned in excess of 12% of the outstanding shares of our common stock. As a result, a significant percentage of our common stock is concentrated in the hands of relatively few shareholders. These shareholders could potentially exercise significant influence over matters submitted to our stockholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets). This concentration of ownership may have the effect of delaying, deferring, or preventing any matter that requires shareholder approval, including a change in control of our company, impede a merger, consolidation, takeover, or other business combination involving our company or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company, which in turn could have an adverse effect on the market price of our common stock.

Current wording

As of June 30, 2026, our executive officers and directors, in the aggregate, beneficially owned approximately 3.6 million shares, or approximately 10.0% of our outstanding common stock and, based on recent filings with the SEC, we believe two large non-affiliated investment advisors owned in excess of 12.8% of the outstanding shares of our common stock. As a result, a significant percentage of our common stock is concentrated in the hands of relatively few shareholders. These shareholders could potentially exercise significant influence over matters submitted to our stockholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets). This concentration of ownership may have the effect of delaying, deferring, or preventing any matter that requires shareholder approval, including a change in control of our company, impede a merger, consolidation, takeover, or other business combination involving our company or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company, which in turn could have an adverse effect on the market price of our common stock.

Previous wording

equity incentive plans and/or our At-the-Market equity Sales Agreement. The market price of our common stock could decline as a result of future sales or issuances of a large number of shares of our common stock or similar securities in the market or the perception that such sales or issuances could occur.

Current wording

We may in the future issue additional shares of common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or substantially similar securities, which may result in dilution to our stockholders. In addition, our stockholders may be further diluted by future issuances under our equity incentive plans and/or our At-the-Market equity Sales Agreement. The market price of our common stock could decline as a result of future sales or issuances of a large number of shares of our common stock or similar securities in the market or the perception that such sales or issuances could occur.