Royale Energy, Inc.
For the period ended Dec 31, 2025. Filed Jul 13, 2026.
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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.
FY2025 · Filed Jul 13, 2026
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Item 15. Exhibits and Financial Statement Schedules
The agreements included as exhibits to this report are included to provide information about their terms and not to provide any other factual or disclosure information about Royale or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that were made solely for the benefit of the other parties to the respective agreement, and:
| ● | should not be treated as categorical statements of fact, but rather as a way of allocating the risk among the parties if those statements prove to be inaccurate; |
| ● | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| ● | may apply standards of materiality in a way that is different from the way investors may view materiality; and |
| ● | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Financial Statements. See Index to Financial Statements, page F-1
Schedules. None.
Exhibits. Certain of the exhibits listed in the following index are incorporated by reference.
| 3.1* | Certificate of Incorporation of Royale Energy, Inc. (formerly Royale Energy Holdings, Inc.) filed with the Secretary of State of Delaware on November 22, 2016 (Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on April 9, 2025). |
| 3.2 | Amendment to the Certificate of Incorporation of Royale Energy, Inc., a Delaware corporation, dated February 28th, 2018 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2018.) |
| 3.3* | Bylaws of Royale Energy, Inc. Bylaws of Royale Energy, Inc. (Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on April 9, 2025). |
| 4.1 | Royale Energy Holdings, Inc., Certificate of Designation of Series B 3.5% Redeemable Convertible Preferred Stock, filed with the Delaware Secretary of State on February 27, 2018, filed as Exhibit 2.5 to the Company’s Form 8-A, filed March 8, 2018 |
| 10.17† | Royale Energy, Inc., 2018 Equity Incentive Plan, filed as Exhibit 99.1 to the Company’s Form S-8 filed October 29, 2018 |
| 10.27† | Incentive Stock Option Agreement between the Company and Stephen M. Hosmer, filed as Exhibit 10.11 to the Company’s Form S-8 filed October 29, 2018 |
| 10.28 | Secured Term Loan Note dated February 9, 2024, filed as Exhibit 10.1 to the Company’s form 8-K filed on February 15, 2024 |
| 10.29 | Amendment to Secured Term Loan Note dated November 1, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2024.) |
| 10.30 | Exchange Agreement, filed as Exhibit 10.1 to the Company’s Form 8-K filed on October 17, 2024 |
| 10.31 | Form of Series 2024 Senior Promissory Note, filed as Exhibit 10.2 to the Company’s Form 8-K filed on October 17, 2024 |
| 10.32 | Stock Option Agreement, filed as Exhibit 10.3 to the Company’s Form 8-K filed on October 17, 2024 |
| 10.33 | Release Agreement, filed as Exhibit 10.4 to the Company’s Form 8-K filed on October 17, 2024 |
| 21.1* | Subsidiaries of Registrant |
| 23.1* | Consent of BDO USA, P.C. |
| 23.3* | Consent of Netherland, Sewell & Associates, Inc. |
| 31.1* | Rule 13a-14(a), 115d-14(a) Certification |
| 31.2* | Rule 13a-14(a), 115d-14(a) Certification |
| 32.1* | Section 1350 Certification |
| 32.2* | Section 1350 Certification |
| 99.1* | Report of Netherland, Sewell & Associates, Inc. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
|---|
| † | 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.
| Royale Energy, Inc. | |
| Date: July 10, 2026 | /s/ Johnny Jordan |
|---|---|
| Johnny Jordan | |
| Chief Executive Officer | |
| Date: July 10, 2026 | /s/ Ronald Lipnick |
| Ronald Lipnick | |
| Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: July 10, 2026 | /s/ John Sullivan |
|---|---|
| John Sullivan | |
| Chairman of the board of directors | |
| Date: July 10, 2026 | /s/ Jonathan Gregory |
| Jonathan Gregory | |
| Vice-Chair of the board of directors | |
| Date: July 10, 2026 | /s/ Chris Parada |
| Chris Parada | |
| Director | |
| Date: July 10, 2026 | /s/ Jeff Kerns |
| Jeff Kerns | |
| Director | |
| Date: July 10, 2026 | /s/ Stephen Hosmer |
| Stephen Hosmer | |
| Director |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (BDO USA, P.C.(formerly HORNE, LLP); Houston, Texas; PCAOB ID #243) | F-2 |
|---|---|
| CONSOLIDATED BALANCE SHEETS | F-4 |
| CONSOLIDATED STATEMENTS OF OPERATIONS | F-6 |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT | F-7 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | F-8 |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | F-9 |
Shareholders and Board of Directors
Royale Energy, Inc.
El Cajon, California
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Royale Energy, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended**,** in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Estimation of Quantities of Future Production Volumes Used to Estimate Proved Oil and Gas Reserves and the Associated Effect on Depreciation, Depletion and Amortization (“DD&A”) Expense Related to Proved Oil and Gas Properties
As disclosed by management and described in Notes 1 and 2 to the consolidated financial statements, the Company uses the successful efforts method of accounting for its oil and gas producing activities. Management uses internal and independent petroleum engineers to make significant estimates, including estimating quantities of proved oil and gas reserves. The Company’s oil and gas properties, net as of December 31, 2025 was $5.7 million, which includes proved oil and gas properties of $10.5 million and accumulated depletion, depreciation, and amortization (“DD&A”) of $8.0 million. DD&A expense was $0.3 million for the year ended December 31, 2025.
We have identified the estimation of future production volumes used to estimate proved oil and gas reserves and the associated effect on DD&A expense related to proved oil and gas properties as a critical audit matter. Estimating future production volumes involves a high degree of subjectivity from management and their internal and independent petroleum engineers. Auditing the estimation of future production volumes required subjective and complex auditor judgement.
The primary procedures we performed to address this critical audit matter included:
| ● | Evaluating the professional qualifications and objectivity of the internal and independent petroleum engineers, including their relationship to the Company. |
| ● | Assessing the reasonableness of the future production volumes by comparing estimates of future production volumes against historical results of production volumes on a summary basis for all wells and on a detailed basis for a sample of wells. |
| ● | Performing a retrospective review over management estimates of future production volumes made in the prior period as compared to actual results. |
/s/ BDO USA, P.C.
(formerly HORNE LLP)
We have served as the Company’s auditor since 2023.
Houston, Texas
July 10, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.