Skip to main content

EVOLUTION PETROLEUM CORP

For the period ended Jun 30, 2026. Filed Sep 16, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Sep 16, 2026

EPM$3.54+1.7%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Executive Overview

General

We are an independent energy company focused on acquiring and developing long-lived oil and natural gas properties in the United States. Our diversified portfolio consists primarily of non-operated working interests and mineral and royalty interests across several leading producing basins.

Our non-operated model allows us to invest alongside experienced operators, participate in a broad range of development opportunities and maintain flexibility in the timing and allocation of capital. Our mineral and royalty interests provide additional exposure to production and future development, generally without associated lifting expenses or drilling and completions costs.

The geographic, commodity, operator and ownership diversity of our asset base reduces our reliance on any single property, basin or development program. It also provides multiple avenues for allocating capital, including acquiring producing working and mineral interests, participating in and benefiting from attractive operator-led projects and pursuing development opportunities within our existing assets.

We seek to maximize total shareholder value through disciplined acquisitions, selective participation in attractive development projects, a conservative balance sheet and the return of capital to shareholders.

Our oil and natural gas properties consist primarily of non-operated working and mineral interests in the following areas (as well assmall overriding royalty and mineral interests in Texas):

●Our non-operated working and mineral interests in the SCOOP and STACK plays, consist of oil and natural gas producing properties in the Anadarko basin, where we hold an approximate 2.6% average net working interest with an associated 2.0% average net revenue interest located on approximately 101,100 gross (4,000 net) acres (all held by production) and a separate approximate 0.6% average net royalty interests located on approximately 8,600 gross (1,800 net) royalty acres across Blaine, Canadian, Carter, Custer, Dewey, Garvin, Grady, Kingfisher, McClain, Murray, and Stephens counties in Oklahoma. The oil and natural gas properties are primarily operated by Continental Resources, Inc., Ovintiv USA Inc., Validus Energy, and EOG Resources, Inc. with approximately 34% of wells operated by other operators.
●Our non-operated working interests in the Chaveroo Field consist of a 50% net working interest, with an average associated 41% average net revenue interest, in approximately 4,500 gross (2,300 net) acres all held by production, associated with six development blocks, with the right to acquire the same working interest in additional development locations and associated acreage at a fixed price. The field is operated by PEDEVCO Corp. (“PEDEVCO”).
●Our non-operated working interests in the Jonah Field, a natural gas and NGL property in Sublette County, Wyoming, consist of approximately 20% average net working interest and approximately 15% average net revenue interest located on approximately 5,300 gross (950 net) acres all held by production. The properties are operated by Jonah Energy.
●Our non-operated working interests in the Williston Basin, an oil and natural gas producing property, consist of approximately 39% average net working interest and approximately 33% average net revenue interest located on approximately 133,800 gross (40,100 net) acres (approximately 99% held by production) across Billings, Golden Valley, and McKenzie Counties in North Dakota. The properties are operated by Foundation Energy Management.
●Our non-operated working and overriding royalty interests in the Barnett Shale, a natural gas and NGL producing shale reservoir, consist of approximately 17% average net working interest and approximately 14% average net revenue interest (inclusive of the overriding royalty interests). The approximately 123,800 gross (21,000 net) acres are held by production across nine North Texas counties. The oil and natural gas properties are primarily operated by Diversified Energy Company, until sold to Eagleridge Operating, LLC in June 2026, with approximately 19% of wells operated by five other operators.
●Our non-operated working interests in the Hamilton Dome Field, a secondary recovery field utilizing water injection wells to pressurize the reservoir, consist of approximately 24% average net working interest, with an associated 20% average net revenue interest (inclusive of a small overriding royalty interest). The 5,900 gross acre unitized field, of which we hold approximately 1,400 net acres, is operated by Merit Energy Company, who owns the majority of the remaining working interest in the Hamilton Dome Field. The Hamilton Dome Field is located in the southwest region of the Big Horn Basin in northwest Wyoming.
●Our non-operated working and overriding royalty interests in the Delhi Field, a CO2-EOR project, consist of approximately 24% average net working interest, with an associated 19% average net revenue interest and separate overriding royalty and mineral interests of approximately 7% yielding a total average net revenue interest of approximately 26%. The field is operated by Denbury Onshore LLC, a subsidiary of Exxon Mobil Corporation. The Delhi Field is comprised of 13,600 gross unitized acres, of which we hold approximately 3,200 net acres, and is located in northeast Louisiana in Franklin, Madison, and Richland Parishes.
●Our mineral and royalty interest in the Haynesville/Bossier Shale, consists of a mix of natural gas producing wells, drilled but not yet producing wells, and proved undeveloped acreage with an approximate average 0.3% net royalty interest. Our mineral and royalty interest span across an approximate 3,600 gross (465 net) acres located in Bossier, Caddo, DeSoto, Red River and Sabine parishes in Louisiana.
●Our non-operated working interest in TexMex consists of oil and natural gas producing properties where we hold an approximate 42% net working interest and 35% average net revenue interest located on approximately 27,800 gross (11,200 net) acres (all held by production) primarily in Lea, Eddy, and Chaves Counties, New Mexico and Stephens County, Texas. The oil and natural gas properties are operated by Texian Operating Company.

Recent Developments

On September 10, 2026, Evolution’s Board of Directors approved and declared a quarterly dividend of $0.12 per common share payable September 30, 2026.

On August 20, 2026, we completed the acquisition of mineral and royalty interests in the core Midland Basin of the Permian Basin from a non-affiliated private seller for a total purchase price of $16.0 million (the “Permian Minerals Acquisition”), subject to customary post-closing adjustments. The Permian Minerals Acquisition has an effective date of August 1, 2026. We funded the purchase price for the Permian Minerals Acquisition with a combination of net proceeds from our concurrent public equity offering and $3.2 million in borrowings under our Senior Secured Credit Facility. The acquired assets include approximately 3,420 net royalty acres across Reagan, Martin, Midland, Glasscock, and Upton Counties, Texas.

On August 20, 2026, we completed a public offering of 4.3 million shares of our common stock, at an offering price of $3.25 per share (the “Offering”). We received net proceeds of approximately $12.8 million from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses. Net proceeds from the Offering, together with borrowings under our Senior Secured Credit Facility and cash on hand, were used to fund the Permian Minerals Acquisition.

On August 20, 2026, we entered into a letter agreement with MidFirst Bank pursuant to which the borrowing base on our Senior Secured Credit Facility was temporarily increased from $65.0 million to $73.0 million from August 20, 2026 until October 20, 2026, unless redetermined earlier in accordance with the credit agreement. We currently expect to begin our semi-annual Fall redetermination on or about October 1, 2026.

Previously 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.

From December 2025 through June 2026, we acquired mineral and royalty interests in multiple parishes across Louisiana from various private sellers for cash consideration totaling $6.2 million, including capitalized direct transaction costs (“Louisiana Minerals”). The mineral acreage in Louisiana consists of proved producing wells, drilled but not yet producing wells, and undeveloped acreage targeting the Bossier/Haynesville Shales and is currently being actively developed by operators in the area. The acquisitions were considered asset acquisitions and funded with cash on hand and sales from our ATM Sales Agreements.

SCOOP/STACK Minerals Transactions

On August 4, 2025, we completed the acquisition of certain mineral and royalty interests in the SCOOP and STACK plays in Oklahoma from a non-affiliated private seller (the “SCOOP/STACK Minerals Acquisition”) in a cash transaction valued at approximately $16.3 million, which includes $17.0 million paid at closing less transaction costs of $0.1 million and interim purchase price adjustments totaling approximately $0.8 million related to net cash flows earned on the properties from the effective date of May 1, 2025 to the closing date. We accounted for the transaction as an asset acquisition and the allocation of the purchase price was $12.5 million to proved oil and natural gas properties, subject to amortization, and $3.8 million to unproved properties. We funded the purchase price for the SCOOP/STACK Minerals Acquisition with a combination of $15.0 million in borrowings under our Senior Secured Credit Facility and cash on hand. The acquired assets includean average royalty interest of 0.6% across approximately 5,500 net royalty acres located primarily in Grady and Canadian Counties, Oklahoma.

On June 30 2026, we completed the divestiture of a portion of our non-core, non-producing net mineral acres in the SCOOP/STACK with a private buyer. The acreage sold was 3,700 net acres for a total sale price of approximately $3.1 million, before customary post-closing adjustments.

At-the-Market (“ATM”) Equity Sales Program

On October 21, 2024, we entered into an ATM equity Sales Agreement with Roth Capital Partners, LLC (the “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, the Company executed a new ATM equity Sales Agreement, substantially consistent with the original October 2024 agreement (the “ATM Sales Agreements”) restoring the $30.0 million common stock sales capacity. For the year ended June 30, 2026, we sold a total of

approximately 1.4 million shares of our common stock under the ATM Sales Agreements for net proceeds of approximately $5.8 million, net of $0.2 million of offering costs incurred. Net proceeds from the sales of common stock were used to fund a portion of our Louisiana Minerals acquisitions and for general corporate purposes, including to repay outstanding indebtedness.

Proved Reserves

The following table is a summary of our proved reserves as of June 30, 2026 and 2025:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Proved Reserves · ​ · ​ · ​ · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · ​ · 2025 · ​ ​ ​ · ​ · Change
Proved Reserves MMBOE​​27.2​​​27.1​​0.4%
% Developed​​82.2%​​83.7%​(1.5)%
Liquids %​​54.6%​​62.2%​(7.6)%
Standardized Measure ($MM)​$156.4​​$155.2​​0.8%

Proved oil equivalent reserves as of June 30, 2026 were 27.2 MMBOE, a 0.1 MMBOE, or 0.4%, increase from the previous year of 27.1 MMBOE. The net increase in total proved reserves was primarily due to 1.6 MMBOE of proved reserves purchased from our SCOOP/STACK Minerals Acquisition and Louisiana Minerals acquisitions as well as extensions of 0.4 MMBOE primarily at SCOOP/STACK and net positive revisions of 0.7 MMBOE partially offset by production roll off of 2.6 MMBOE. Approximately 2.2 MMBOE of upward revisions were in our natural gas reserves were partially offset by approximately 1.4 MMBOE of downward revisions in our oil and NGL reserves. Natural gas reserves increased primarily due to an increase in the SEC trailing 12-month natural gas price of 26.1% from the prior fiscal year. Oil and natural gas liquids downward revisions were a result of a reduction in the economic life of certain oil fields due to increased costs.

The Standardized Measure for proved reserves increased 0.8% to $156.4 million, primarily due to our SCOOP/STACK Minerals Acquisition and Louisiana Mineral acquisitions. Partially offsetting the increase are volumes produced and sold. Our proved reserves consist of 39% oil, 45% natural gas, and 16% NGLs; 82.2% are classified as proved developed and 16.3% are proved undeveloped.

Additional property and project information is included under Item 1.* Business* and in Note 4,“Property and Equipment”and ourSupplemental Disclosure about Oil and Natural Gas Properties (unaudited) to our consolidated financial statements in Item 8.Financial Statements and Supplementary Data, and in Exhibit 99.1 and 99.2 of this Form 10-K.

Risks and uncertainties

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. More recently, during the third fiscal quarter, WTI oil prices reached their highest levels since 2022 due to crude oil disruptions at key oil shipping routes in the Middle East, including the Strait of Hormuz. 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.

Oil, natural gas, and NGL prices have been, and we expect may continue to be, volatile. During the current fiscal year, crude oil spot prices for WTI dropped below $56 per barrel in December 2025 then rose to more than $100 per barrel in March 2026. Lower oil and natural gas prices not only decrease our revenues, partially offset by applicable hedges, but an extended decline in oil or natural gas prices may affect planned capital expenditures and the oil and natural gas reserves that we can economically produce. Lower oil and natural gas prices may also reduce the amount of our borrowing base under our Senior Secured Credit Facility, which is determined at the discretion of the lenders based on

various factors including the collateral value of our proved reserves. Increases in crude oil and natural gas prices are partially offset to the extent that prices exceed applicable derivative contract swap and collar prices.

Given the dynamic nature of these factors and events, we cannot reasonably estimate the period of time that certain market conditions will persist. Continuing volatility in political, trade, regulatory and economic conditions could impact supply and demand fundamentals as well as commodity pricing. Any related significant declines in crude oil, natural gas, and NGL prices could lead to proved property impairments in the future. Any significant increases in commodity prices could lead to further losses on our derivative contacts that partially offset price increases. Impairments of proved properties and gains and losses on derivative contracts are difficult to predict, especially in a volatile price environment.

At times, we do maintain cash balances in excess of the U.S. Federal Deposit Insurance Corporation (“FDIC”); however, we believe our bank counterparty to be financially sound. We also utilize insured cash sweep deposits to maximize the amount of our cash that is protected by FDIC insurance. We also rely heavily on our third-party operators who manage their own liquidity with various financial institutions. In 2022, the Federal Reserve took actions to raise interest rates in an attempt to constrain inflation and slow the economy. In 2024 and 2025, the Federal Reserve has taken action to slowly drop interest rates as inflationary pressures in the United States economy have begun to subside, but it is uncertain how recent trade policies and tariffs by the United States and foreign governments or other geopolitical events including ongoing conflicts, will impact inflation and the economy.

Currently, our oil and natural gas properties are operated by third-party operators and involve other third-party working interest owners. As a result, we have limited ability to influence the operation or future development of such properties. Despite these uncertainties, we remain focused on our long-term objectives and continue to be proactive with our third-party operators to review the management of capital expenditures.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.