Riley Exploration Permian, Inc.
For the period ended May 12, 2026. Filed Apr 10, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2026 · Filed Apr 10, 2026
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the Appropriate Box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential for Use of Commission Only |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Materials Pursuant to §240.14a-11(c) or §240.14a-12 |
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Riley Exploration Permian, Inc.
(Name of Registrant as Specified in its Charter)
(Name of person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box)
| ☒ | No Fee Required |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14A-6(i)(4) and O-11. |
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MESSAGE FROM OUR CHAIRMAN
Date: April 10, 2026
Dear Fellow Stockholders:
On behalf of the Board of Directors of Riley Exploration Permian, Inc. (“Riley Permian,” “we,” or the “Company”), we are pleased to invite you to attend our 2026 Annual Meeting of Stockholders, which will be held on Tuesday, May 12, 2026, at 9:00 a.m. Central Time.
The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement provide important information regarding the matters to be voted upon at the meeting. We encourage you to review these materials carefully before voting.
The 2026 Annual Meeting will be conducted through a virtual meeting platform, as described in the proxy materials. Your participation is important to us. Whether or not you plan to attend the meeting virtually, we encourage you to vote your shares as promptly as possible to ensure they are represented.
2025 was an important year for Riley Permian as we advanced several strategic priorities focused on expanding our asset base, readying infrastructure, improving financial flexibility, and positioning the Company for long-term value creation.
During the year, we expanded the depth and duration of our undeveloped inventory through the Silverback acquisition completed in July 2025, as well as through several smaller acquisitions and new leasehold. In total, we ended 2025 with nearly 50% more net undeveloped locations than at year-end 2024.
We also made substantial progress on our New Mexico gas midstream infrastructure project, which is intended to provide flow assurance and support the continued development of our New Mexico assets. In December 2025, we monetized our ownership interest in the project through a sale to our partner, a leading midstream service provider and Fortune 500 public company, generating a $72 million pre-tax gain.
The midstream transaction meaningfully strengthened our financial position. In December, we reduced outstanding debt by $120 million or approximately 32%. For the full year, shareholders’ equity increased by $5.46 per share or 22%. In addition, we increased our regular dividend by 5% and we authorized a share repurchase program of up to $100 million, providing an additional option in our capital allocation framework.
We believe these actions have positioned the Company with enhanced financial flexibility and a stronger foundation to support growth in 2026 and beyond.
Our Board of Directors and management team remain focused on building long-term shareholder value through the development of our high-quality assets, operational execution, and disciplined capital allocation.
We look forward to discussing these matters with you at our Annual Meeting. Thank you for your continued support of Riley Permian.
Sincerely,
Bobby D. Riley
Chairman of the Board of Directors and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 12, 2026
TO OUR STOCKHOLDERS:
Notice is hereby given that the 2026 annual meeting of stockholders (the “Annual Meeting”) of Riley Exploration Permian, Inc. (“Riley Permian” or the “Company”) has been called for and will be held in a virtual-only format via live webcast on Tuesday, May 12, 2026, at 9:00 a.m. Central Time. The manner for any stockholder wishing to participate in the virtual Annual Meeting is set out in detail in the proxy statement (“Proxy Statement”) accompanying this Notice.
The Annual Meeting is being held for these purposes:
| (1) | the election of the seven (7) directors named in the Proxy Statement to our Board of Directors (the “Board”) until the 2027 Annual Meeting of Stockholders; |
| (2) | the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| (3) | the approval of, through an advisory vote, our named executive officer compensation; |
| (4) | the approval of the amendment and restatement of the Riley Exploration Permian, Inc. Amended and Restated 2021 Long Term Incentive Plan; and |
| (5) | the transacting of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment or postponement thereof. |
Our Board has fixed the close of business on March 16, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote during the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote during the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at our offices for 10 calendar days prior to the Annual Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE LIVE WEBCAST OF THE ANNUAL MEETING, STOCKHOLDERS ARE ENCOURAGED TO VOTE AND SUBMIT THEIR PROXIES IN ADVANCE OF THE MEETING VIA THE INTERNET ATHTTP://WWW.CSTPROXYVOTE.COM USING INSTRUCTIONS ON THE PROXY CARD. YOU MAY ALSO VOTE BY COMPLETING, SIGNING AND RETURNING THE PROXY CARD BY MAIL.
Cautionary Note on Forward-Looking Statements: This Proxy Statement contains “forward-looking” statements regarding Riley Permian’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in Riley Permian’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of Riley Permian’s Annual Report on Form 10-K for the year ended December 31, 2025. We assume no obligation to update any of these forward-looking statements.
Additional Materials: The Proxy Statement includes website addresses and references to additional materials found on those websites, including our Annual Report on Form 10-K for the year ended December 31, 2025. These websites and materials are not incorporated by reference herein.
This Notice of Annual Meeting and Proxy Statement along with the form of proxy card and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 will be available online athttps://www.cstproxy.com/rileypermian/2026 on the first day these materials are mailed to stockholders which is anticipated to be on or about April 13, 2026.
As used in this Proxy Statement, unless otherwise noted or the context otherwise requires, we refer to Riley Exploration Permian, Inc., together with its consolidated subsidiaries, as “we,” “us,” “our,” “Riley Permian,” or the “Company”.
This Proxy Statement includes certain terms commonly used in the oil and natural gas industry, which are defined under the heading “Terms and Definitions” in our Annual Report accompanying this Proxy Statement.
| Oklahoma City, OK Dated: April 10, 2026 | By Order of the Board of Directors, General Counsel, Director and Corporate Secretary |
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RILEY EXPLORATION PERMIAN, INC. PROXY STATEMENT
TABLE OF CONTENTS
Page
| MESSAGE FROM OUR CHAIRMAN | 1 | |
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| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 2 | |
| PROXY STATEMENT SUMMARY | 5 | |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 6 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | 9 | |
| General | 9 | |
| Director Nominees and Board Recommendation | 9 | |
| CORPORATE GOVERNANCE | 12 | |
| Corporate Governance Guidelines | 12 | |
| Codes of Business Conduct and Code of Ethics | 12 | |
| Board Risk Assessment and Control | 12 | |
| Combined Chairman and CEO Roles | 12 | |
| Direct Communications with our Board | 13 | |
| Board of Directors | 13 | |
| Compensation Committee Interlocks and Insider Participation | 15 | |
| EXECUTIVE OFFICERS | 16 | |
| COMPENSATION DISCUSSION AND ANALYSIS | 17 | |
| Key Performance Highlights | 17 | |
| Key Compensation Decisions and Program Enhancements | 17 | |
| Compensation Program Objectives | 18 | |
| Compensation Program Best Practices | 18 | |
| Components of Executive Compensation | 19 | |
| Setting Executive Compensation | 19 | |
| Compensation Peer Group Selection | 20 | |
| Elements of our Executive Compensation Program | 20 | |
| Effect of Our Compensation Policies and Practices on Risk Management | 23 | |
| Other Compensation Matters | 24 | |
| Tax and Accounting Considerations | 24 | |
| Policies Regarding Stock Transactions | 24 | |
| Employment, Severance or Change in Control Agreements | 25 | |
| Compensation Committee Report | 26 | |
| COMPENSATION TABLES | 27 | |
| Summary Compensation Table | 27 | |
| 2025 Grants of Plan-Based Awards | 28 | |
| Outstanding Equity Awards at Year End 2025 | 28 | |
| 2025 Stock Vested | 29 | |
| Nonqualified Deferred Compensation | 29 | |
| Potential Payments upon Termination or Change in Control | 29 | |
| Pay Ratio Disclosure | 32 |
| Pay Versus Performance | 32 | |
| Director Compensation Table | 34 | |
| Director Annual Cash Retainer and Equity Compensation | 34 | |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 34 | |
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| Policies and Procedures | 34 | |
| Related Party Transactions | 35 | |
| Other Affiliate Matters | 35 | |
| Familial Relationships | 36 | |
| Involvement in Certain Legal Proceedings | 36 | |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF BDO USA, P.C. | 37 | |
| Principal Accountant Fees and Services | 37 | |
| Vote Required and Board Recommendation | 37 | |
| AUDIT COMMITTEE REPORT | 38 | |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 39 | |
| Vote Required and Board Recommendation | 39 | |
| PROPOSAL 4: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE RILEY EXPLORATION PERMIAN, INC. 2021 LONG TERM INCENTIVE PLAN | 40 | |
| Reasons and Principal Effects of the Proposal | 40 | |
| Considerations for Approval of the A&R LTIP | 40 | |
| Share Information on Equity Compensation Plans as of April 6, 2026 | 41 | |
| Key Features of the Amended and Restated Long Term Incentive Plan | 41 | |
| Summary of the Amended and Restated Long Term Incentive Plan | 42 | |
| Awards | 42 | |
| Eligibility | 42 | |
| Administration | 42 | |
| Securities to be Offered | 42 | |
| New Plan Benefits | 42 | |
| Outstanding Equity Awards | 43 | |
| Non-Employee Director Limits | 44 | |
| Types of Awards | 44 | |
| Federal Income Tax Considerations | 45 | |
| Vote Required and Board Recommendation | 46 | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 47 | |
| DELINQUENT SECTION 16(A) REPORTS | 49 | |
| STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 49 | |
| OTHER BUSINESS | 49 | |
| ANNEX A: NON-GAAP FINANCIAL MEASURES | A-1 | |
| ANNEX B: SECOND AMENDED AND RESTATED 2021 LONG TERM INCENTIVE PLAN | B-1 | |
| SAMPLE PROXY CARD | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.