ハイピークエナジーの適時開示・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 4, 2025

HighPeak Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39464	84-3533602
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

421 W. 3rd St., Suite 1000 Fort Worth, Texas 76102
(address of principal executive offices) (zip code)

(817) 850-9200
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		HPK		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2025, the Board of Directors (the “Board”) of HighPeak Energy, Inc. (the “Company”) appointed Michael L. Hollis, the Company’s current President and Interim Chief Executive Officer and a member of the Board, as the Company’s Chief Executive Officer, on a permanent basis, effective immediately. Mr. Hollis will serve until his death, disability, resignation or removal. As Interim Chief Executive Officer, Mr. Hollis has served and will continue to serve as the principal executive officer of the Company.

Mr. Hollis, 50, has served as the Company’s Interim Chief Executive Officer since September 15, 2025 and as the Company’s President and as a member of the Board since August 2020. Prior to the HighPeak business combination, Mr. Hollis served as President of Pure Acquisition Corp. (“Pure”) (Nasdaq: PACQ), a publicly traded special purpose acquisition vehicle, from December 2019 until August 2020. Prior to joining Pure, Mr. Hollis served as President and Chief Operating Officer (“COO”) of Diamondback Energy, Inc. (“Diamondback”) (Nasdaq: FANG), a Permian focused oil and gas producer, from January 2017 through September 2019, prior to which he served as COO since 2015 and Vice President of Drilling since 2011. Since 2011, Mr. Hollis also served on the board of directors for Diamondback as well as on the board of directors of Viper Energy Partners LP (Nasdaq: VNOM), a limited partnership formed by Diamondback to own interests in oil and natural gas properties primarily in the Permian Basin. Prior to his positions at Diamondback, Mr. Hollis was a Drilling Manager at Chesapeake Energy Corporation (now known as Expand Energy Corp.) and also held roles of increasing responsibility in production, completions and drilling engineering at ConocoPhillips and Burlington Resources Inc. Mr. Hollis has over 25 years of oil and gas experience and graduated from Louisiana State University in 1998 with a Bachelor of Science in Chemical Engineering. Mr. Hollis does not have any family relationships with any of the Company’s executive officers or directors. Mr. Hollis is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

At the time of the filing of this Current Report on Form 8-K, the Company has not finalized any additional compensatory arrangement with Mr. Hollis in connection with his appointment as Chief Executive Officer. Upon the entry by the Company into any such material compensatory or other arrangements with Mr. Hollis, the material terms of such agreement or arrangement will be disclosed on a Form 8-K and filed by the Company with the Securities and Exchange Commission.

Item 7.01

Regulation FD Disclosure.

On November 5, 2025, the Company issued a press release announcing 2025 third quarter earnings, declaration of the Company’s quarterly dividend and Mr. Hollis’s appointment as Chief Executive Officer. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 8.01

Other Events

Daniel Silver

On November 4, 2025, the Board appointed Daniel Silver, the Company’s current Vice President Finance and a member of the Board, as Executive Vice President, effective immediately. Mr. Silver will serve until his death, disability, resignation or removal.

Mr. Silver, age 42, has served as the Vice President Finance of the Company since August 2020, and was also appointed to the Board of Directors in September 2025. In addition to his finance role, he serves as the head of the Human Resources and Information Technology departments.

Mr. Silver was appointed as the Chief Executive Officer of HighPeak Energy Partners, LP and HighPeak Energy Partners II, LP (collectively, the “HighPeak Energy Partnerships”), each a private equity company, and HighPeak Energy Management LLC, a registered investment advisor, in September 2025. Prior to that appointment, he served as the Managing Director and Chief Compliance Officer of the HighPeak Energy Partnerships and HighPeak Energy Management since January 2014. Prior to his involvement in the formation of HighPeak Energy Partnerships and HighPeak Energy Management, he worked at Bluestem Energy Partners, LP (“Bluestem”), a limited partnership formed to acquire and produce oil and gas producing properties, as the lead financial analyst. Prior to Bluestem, he worked as a manager in the valuation and litigation department of Whitley Penn.

Mr. Silver currently serves on the board of directors of the Association of Finance and Insurance Professionals, a nonprofit which provides training and certifications for finance and insurance professionals in the automotive and motor sports industries. He holds a B.B.A. summa cum laude from Mays Business School at Texas A&M University. Mr. Silver does not have any family relationships with any of the Company’s executive officers or directors. Mr. Silver is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act.

Ryan Hightower

On November 4, 2025, the Board appointed Ryan Hightower, the Company’s current Vice President Business Development, as Executive Vice President, effective immediately. Mr. Hightower will serve until his death, disability, resignation or removal.

Mr. Hightower has over 18 years of oil and gas industry experience, primarily in land acquisitions and business development. Mr. Hightower has served as the Vice President Business Development of the Company since August 2020. Mr. Hightower helped found the initial two private equity companies, HighPeak Energy Partners, LP and HighPeak Energy Partners II, LP and was also directly involved with Pure, the special purpose acquisition company that purchased the assets of the HighPeak Energy partnerships which led to the formation of the Company.

Prior to joining the Company, Mr. Hightower worked independently buying oil and gas leases, mineral and royalty interests, and non-operated working interests in several areas including the Haynesville Shale, Eagleford Shale, Delaware Basin, Midland Basin and the Eastern Shelf for his own account.

In 2007, Mr. Hightower co-founded and was a managing partner of TEMA Fund, LP, a mineral and royalty acquisition fund focused on acquiring oil and gas interests in the East Texas Embayment area. In such capacity he was responsible for mineral and royalty acquisition efforts, financial evaluations, title due diligence, landowner negotiations, investor relations, mineral management of the Fund’s assets, and the Fund’s accounting and banking practices. Prior to TEMA, Mr. Hightower served as a Portfolio Operations Analyst for Highland Capital Management, LP, a leading credit and alternative investments hedge fund. While at Highland Capital, his duties included interacting with Wall Street banks and brokers to obtain and decipher investment information, reviewing bank loan agreements, trade documentation and bond settlement agreements, interacting with Portfolio Managers, performing daily cash reconciliation for investment activity, and conducting general ledger maintenance. Mr. Hightower graduated summa cum laude from Texas Tech University with a B.A. in Finance in 2005 and was recognized as the highest-ranking graduate in his class from Rawls College of Business. Mr. Hightower does not have any family relationships with any of the Company’s executive officers or directors. Mr. Hightower is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act.

Christopher Mundy

On November 4, 2025, the Board appointed Chris Mundy, the Company’s current Vice President Reserves and Evaluations, as Senior Vice President Reserves and Evaluations, effective immediately. Mr. Mundy will serve until his death, disability, resignation or removal.

Mr. Mundy, has served as the Vice President, Reserves and Evaluations of the Company since August 2020, overseeing all engineering functions related to reservoir management, reserves estimation, development planning, production optimization, and corporate modeling. Prior to the HighPeak business combination, Mr. Mundy served in the same role at Pure Acquisition Corp. (“Pure”) (Nasdaq: PACQ), a publicly traded special purpose acquisition vehicle, from September 2018 until August 2020.

Mr. Mundy has over 25 years of leadership in the oil and gas sector across the US and Canada and has a proven track record of building high-performing teams and delivering multimillion-dollar reserve growth.

Prior to joining the Company, he served as Vice President of Reserves and Planning at Petro Harvester (2013–2018), where he directed corporate strategy and reserves management as a key member of the executive team. Prior to Petro Harvester, he held various positions at Quicksilver Resources (2004-2006 in Canada, 2008–2013 in US), where he advanced to Chief Reservoir Engineer, leading Barnett Shale development, Horn River Basin strategy, completions engineering, and corporate forecasting.

Earlier roles included managing reservoir engineering and economic evaluations for a junior Canadian producer, developing Horseshoe Canyon CBM assets, and providing in-depth oil and gas research to investment firms. He began his career at EnCana Corporation in production, reservoir engineering, and evaluating oil and gas venture capital opportunities.

Mr. Mundy holds a Bachelor of Applied Science in Civil Engineering from the University of Waterloo.

Mr. Mundy does not have any family relationships with any of the Company’s executive officers or directors. Mr. Mundy is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

99.1		Press Release dated November 5, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HIGHPEAK ENERGY, INC.

Date: November 5, 2025
	By:	/s/ Steven W. Tholen
	Name:	Steven W. Tholen
	Title:	Chief Financial Officer

EX-99.1 2 ex_883853.htm EXHIBIT 99.1 ex_883853.htm

Exhibit 99.1

HighPeak Energy, Inc. Announces Third Quarter 2025 Financial and Operating Results and

Recent Management Changes

Fort Worth, Texas, November 5, 2025 (GLOBE NEWSWIRE) - HighPeak Energy, Inc. (“HighPeak” or the “Company”) (NASDAQ: HPK) today announced financial and operating results for the quarter ended September 30, 2025, and recent management changes.

Highlights

Third Quarter 2025

●

Sales volumes averaged approximately 47.8 thousand barrels of crude oil equivalent per day (“MBoe/d”), consistent with the second quarter.

●

Net loss was $18.3 million, or ($0.15) per diluted share and EBITDAX (a non-GAAP financial measure defined and reconciled below) was $139.9 million, or $1.01 per diluted share. Adjusted net income (a non-GAAP financial measure defined and reconciled below) was $3.8 million or $0.03 per diluted share.

●

Capital expenditures were $86.6 million, excluding acquisitions, a reduction of over 30% compared to the second quarter.

●

Lease operating expenses averaged $6.57 per Boe, excluding workover expenses, consistent with the first half of 2025.

●

Extended all debt maturities to September 2028 and increased liquidity by over $170 million.

Recent Events

●

On September 16, 2025, the Company announced the appointment of Michael Hollis as President and Interim Chief Executive Officer and Daniel Silver as a director of the Board.

●

On November 5, 2025, the Company announced Michael Hollis as permanent Chief Executive Officer and Jason Edgeworth, member of the Board since 2023, as Chairman of the Board.

●

On November 4, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.04 per common share outstanding payable in December 2025.

HighPeak President and Chief Executive Officer, Michael Hollis, said “I’m honored to step in as HighPeak’s next CEO. With our new Chairman of the Board and the entire team pulling in the same direction, we’re moving forward with purpose and a sense of urgency. We know we have some issues to fix: our debt is high, and we have, at times, drifted without a clear long-term plan. We will rebuild trust the only way that works — through steady, consistent results. We will run a tight, disciplined operation built on sound business principles. Our assets are strong, our people are capable, and our commitment to managing cash flow and capital is steadfast.”

Third Quarter 2025 Operational Update

HighPeak’s sales volumes during the third quarter of 2025 averaged 47.8 MBoe/d. Third quarter sales volumes consisted of approximately 66% crude oil and 83% liquids.

The Company averaged one drilling rig and less than one frac crew during the third quarter, drilled 6 gross (6.0 net) horizontal wells and turned-in-line 9 gross (8.9 net) producing wells. On September 30, 2025, the Company had 19 gross (19.0 net) horizontal wells in various stages of drilling and completion.

The Company picked up a second drilling rig in early October and recently finished its second simul-frac completion operation on a six well pad in its Flat Top operating area.

Third Quarter 2025 Financial Results

HighPeak reported net loss of $18.3 million for the third quarter of 2025, or ($0.15) per diluted share, and EBITDAX of $139.9 million, or $1.01 per diluted share. Adjusted net income (a non-GAAP financial measure defined and reconciled below) was $2.9 million or $0.02 per diluted share. Upon closing the amendment to our Term Loan Credit Agreement on August 1, 2025, the Company recognized a combined loss on extinguishment of debt of $25.4 million, including the remaining unamortized debt issuance costs of $9.2 million, the remaining unamortized original issue discount of $11.5 million and $4.7 million in premiums paid to exiting lenders.

Third quarter average realized prices were $65.63 per Bbl of crude oil, $17.40 per Bbl of NGL and $1.07 per Mcf of natural gas, resulting in an overall realized price of $42.91 per Boe, or 66% of the weighted average of NYMEX crude oil prices, excluding the effects of derivatives. Including the effects of derivatives, third quarter average realized prices were $65.60 per Bbl of crude oil, $17.40 per Bbl of NGL and $1.92 per Mcf of natural gas, resulting in an overall realized price of $43.74 per Boe. HighPeak’s cash costs for the third quarter were $11.97 per Boe, including lease operating expenses of $6.57 per Boe, workover expenses of $1.00 per Boe, production and ad valorem taxes of $2.28 per Boe and G&A expenses of $2.12 per Boe. As a result, the Company’s unhedged EBITDAX per Boe was $30.94 per Boe, or 72% of the overall realized price per Boe for the quarter. The increase in the Company’s third quarter G&A was primarily attributable to legal and severance costs related to the retirement of our former Chairman and CEO.

HighPeak’s total capital expenditures, excluding acquisitions, for the third quarter of 2025 were $86.6 million, a decrease of 31% compared with the second quarter of 2025.

Hedging

Crude oil. As of September 30, 2025, HighPeak had the following outstanding crude oil derivative instruments and the weighted average crude oil prices and premiums payable per barrel (“Bbl”):

Settlement Month	Settlement Year	Type of Contract	Bbls Per Day		Index	Swap Price per Bbl		Costless Collar Floor Price per Bbl		Costless Collar Ceiling Price per Bbl
Crude Oil:
Oct – Dec	2025	Swap		1,800	WTI Cushing	$	63.77	$	—	$	—
Oct – Dec	2025	Basis Swap		20,000	Argus WTI Cushing	$	0.97	$	—	$	—
Oct – Dec	2025	Costless Collar		15,850	WTI Cushing	$	—	$	60.53	$	69.65
Jan – Mar	2026	Swap		2,000	WTI Cushing	$	63.14	$	—	$	—
Jan – Mar	2026	Costless Collar		14,350	WTI Cushing	$	—	$	60.58	$	69.92
Apr – Jun	2026	Swap		1,000	WTI Cushing	$	63.25	$	—	$	—
Apr – Jun	2026	Costless Collar		12,350	WTI Cushing	$	—	$	59.87	$	66.82
Jul – Sep	2026	Swap		1,000	WTI Cushing	$	63.25	$	—	$	—
Jul – Sep	2026	Costless Collar		12,000	WTI Cushing	$	—	$	59.83	$	66.84
Oct – Dec	2026	Swap		1,000	WTI Cushing	$	63.25	$	—	$	—
Oct – Dec	2026	Costless Collar		9,800	WTI Cushing	$	—	$	59.80	$	65.31
Jan – Mar	2027	Swap		1,000	WTI Cushing	$	63.25	$	—	$	—
Jan – Mar	2027	Costless Collar		8,900	WTI Cushing	$	—	$	59.78	$	65.24

The Company’s crude oil derivative contracts detailed above are based on reported settlement prices on the New York Mercantile Exchange for West Texas Intermediate (“WTI Cushing”) pricing.

Natural gas. As of September 30, 2025, the Company had the following outstanding natural gas derivative instruments and the weighted average natural gas prices payable per MMBtu.

Settlement Month	Settlement Year		Type of Contract		MMBtu Per Day		Index		Price per MMBtu
Natural Gas:
Oct – Dec		2025		Swap		30,000		HH	$	4.43
Jan – Mar		2026		Swap		30,000		HH	$	4.39
Apr – Jun		2026		Swap		30,000		HH	$	4.30
Jul – Sep		2026		Swap		30,000		HH	$	4.30
Oct – Dec		2026		Swap		30,000		HH	$	4.30
Jan – Mar		2027		Swap		19,667		HH	$	4.30

The Company’s natural gas derivative contracts detailed above are based on reported settlement prices on the New York Mercantile Exchange for Henry Hub (“HH”) pricing.

Dividends

During the third quarter of 2025, HighPeak’s Board of Directors approved a quarterly dividend of $0.04 per share, or $5.0 million in dividends paid to stockholders during the quarter. In addition, in November 2025, the Company’s Board of Directors declared a quarterly dividend of $0.04 per share, or approximately $5.0 million in dividends, to be paid on December 23, 2025, to stockholders of record on December 1, 2025.

Conference Call

HighPeak will host a conference call and webcast on Thursday, November 6, 2025, at 11:00 a.m. Central Time for investors and analysts to discuss its results for the third quarter of 2025. Conference call participants may register for the call here. Access to the live audio-only webcast and replay of the earnings release conference call may be found here. A live broadcast of the earnings conference call will also be available on the HighPeak Energy website at www.highpeakenergy.com under the “Investors” section of the website. A replay will also be available on the website following the call.

When available, a copy of the Company’s earnings release, investor presentation and Quarterly Report on Form 10-Q may be found on its website at www.highpeakenergy.com.

Conference Participation

HighPeak Energy will participate in the upcoming Bank of America Securities Global Energy Conference 2025, to be held from November 11-12, 2025, located at the St. Regis hotel in Houston, Texas.

About HighPeak Energy, Inc.

HighPeak Energy, Inc. is a publicly traded independent crude oil and natural gas company, headquartered in Fort Worth, Texas, focused on the acquisition, development, exploration and exploitation of unconventional crude oil and natural gas reserves in the Midland Basin in West Texas. For more information, please visit our website at www.highpeakenergy.com.

Cautionary Note Regarding Forward-Looking Statements

The information in this press release contains forward-looking statements that involve risks and uncertainties. When used in this document, the words “believes,” “plans,” “expects,” “anticipates,” “forecasts,” “intends,” “continue,” “may,” “will,” “could,” “should,” “future,” “potential,” “estimate” or the negative of such terms and similar expressions as they relate to HighPeak Energy, Inc. (“HighPeak Energy” or the “Company”) are intended to identify forward-looking statements, which are generally not historical in nature. The forward-looking statements are based on the Company's current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond the Company's control. For example, the Company’s review of strategic alternatives may not result in a sale of the Company, a recommendation that a transaction occur or result in a completed transaction, and any transaction that occurs may not increase shareholder value, in each case as a result of such risks and uncertainties.

These risks and uncertainties include, among other things, the results of the strategic review being undertaken by the Company’s Board and the interest of prospective counterparties, the Company’s ability to realize the results contemplated by its 2025 guidance, volatility of commodity prices, political instability or armed conflicts in crude or natural gas producing regions such as the ongoing war between Russia and Ukraine and conflicts in the Middle East, product supply and demand, the impact of a widespread outbreak of an illness, such as the coronavirus disease pandemic, on global and U.S. economic activity, competition, OPEC+ policy decisions, potential new trade policies, such as tariffs, could adversely affect the Company’s operations, business and profitability, inflationary pressures on costs of oilfield goods, services and personnel, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms, litigation, the costs and results of drilling and operations, availability of equipment, services, resources and personnel required to perform the Company's drilling and operating activities, access to and availability of transportation, processing, fractionation, refining and storage facilities, HighPeak Energy's ability to replace reserves, implement its business plans or complete its development activities as scheduled, access to and cost of capital, the financial strength of counterparties to any credit facility and derivative contracts entered into by HighPeak Energy, if any, and purchasers of HighPeak Energy's oil, natural gas liquids and natural gas production, uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future, the assumptions underlying forecasts, including forecasts of production, expenses, cash flow from sales of oil and gas and tax rates, quality of technical data, environmental and weather risks, including the possible impacts of climate change, cybersecurity risks and acts of war or terrorism. These and other risks are described in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and other filings with the SEC. The Company undertakes no duty to publicly update these statements except as required by law.

Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. Reserves estimates included herein may not be indicative of the level of reserves or PV-10 value of oil and natural gas production in the future. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions could impact HighPeak’s strategy and change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

Use of Projections

The financial, operational, industry and market projections, estimates and targets in this press release and in the Company’s guidance (including production, operating expenses and capital expenditures in future periods) are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial, operational, industry and market projections, estimates and targets, including assumptions, risks and uncertainties described in “Cautionary Note Regarding Forward-Looking Statements” above. These projections are speculative by their nature and, accordingly, are subject to significant risk of not being actually realized by the Company. Projected results of the Company for 2025 are particularly speculative and subject to change. Actual results may vary materially from the current projections, including for reasons beyond the Company’s control. The projections are based on current expectations and available information as of the date of this release. The Company undertakes no duty to publicly update these projections except as required by law.

Drilling Locations

The Company has estimated its drilling locations based on well spacing assumptions and upon the evaluation of its drilling results and those of other operators in its area, combined with its interpretation of available geologic and engineering data. The drilling locations actually drilled on the Company’s properties will depend on the availability of capital, regulatory approvals, commodity prices, costs, actual drilling results and other factors. Any drilling activities conducted on these identified locations may not be successful and may not result in additional proved reserves. Further, to the extent the drilling locations are associated with acreage that expires, the Company would lose its right to develop the related locations.

HighPeak Energy, Inc.

Unaudited Condensed Consolidated Balance Sheet Data

(In thousands)

	September 30, 2025			December 31, 2024
Current assets:
Cash and cash equivalents	$	164,913		$	86,649
Accounts receivable		54,556			85,242
Derivative instruments		17,335			7,582
Inventory		9,906			10,952
Prepaid expenses		4,628			4,587
Total current assets		251,338			195,012
Crude oil and natural gas properties, using the successful efforts method of accounting:
Proved properties		4,358,116			3,959,545
Unproved properties		67,887			70,868
Accumulated depletion, depreciation and amortization		(1,495,689	)		(1,184,684	)
Total crude oil and natural gas properties, net		2,930,314			2,845,729
Other property and equipment, net		3,052			3,201
Derivative instruments		3,083			—
Other noncurrent assets		16,975			19,346
Total assets	$	3,204,762		$	3,063,288

Current liabilities:
Current portion of long-term debt	$	30,000		$	120,000
Accounts payable – trade		44,623			74,011
Revenues and royalties payable		29,966			26,838
Other accrued liabilities		24,057			22,196
Accrued capital expenditures		23,162			35,170
Operating leases		885			719
Derivative instruments		—			5,380
Advances from joint interest owners		—			316
Total current liabilities		152,693			284,630
Noncurrent liabilities:
Long-term debt, net		1,162,300			928,384
Deferred income taxes		246,469			232,398
Asset retirement obligations		15,699			14,750
Derivative instruments		772			—
Operating leases		327			670

Stockholders’ equity
Common stock		13			13
Additional paid-in capital		1,163,203			1,166,609
Retained earnings		463,286			435,834
Total stockholders’ equity		1,626,502			1,602,456
Total liabilities and stockholders’ equity	$	3,204,762		$	3,063,288

HighPeak Energy, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating revenues:
Crude oil sales	$	190,773		$	270,636		$	633,920		$	827,595
NGL and natural gas sales		(1,911	)		942			12,790			7,013
Total operating revenues		188,862			271,578			646,710			834,608
Operating costs and expenses:
Crude oil and natural gas production		33,312			35,413			102,600			98,482
Production and ad valorem taxes		10,016			15,412			37,559			46,410
Exploration and abandonments		2,278			362			3,651			1,027
Depletion, depreciation and amortization		100,636			136,578			311,187			395,121
Accretion of discount		285			241			785			722
General and administrative		9,329			4,971			21,345			14,391
Stock-based compensation		177			3,753			442			11,326
Total operating costs and expenses		156,033			196,730			447,569			567,479
Other expense		222			1,404			2,711			3,405
Income from operations		32,607			73,444			166,430			263,724
Interest and other income		1,165			2,172			2,336			6,964
Interest expense		(37,150	)		(42,579	)		(110,550	)		(129,204	)
Gain (loss) on derivative instruments, net		6,913			32,334			25,432			(23,411	)
Loss on extinguishment of debt		(25,437	)		—			(25,437	)		—
(Loss) income before income taxes		(21,902	)		65,371			58,211			118,073
Provision for income taxes		(3,567	)		15,438			14,035			31,985
Net (loss) income	$	(18,335	)	$	49,933		$	44,176		$	86,088
(Loss) earnings per share:
Basic net (loss) income	$	(0.15	)	$	0.36		$	0.32		$	0.62
Diluted net (loss) income	$	(0.15	)	$	0.35		$	0.32		$	0.60

Weighted average shares outstanding:
Basic		124,807			124,988			124,807			125,595
Diluted		124,807			129,094			125,587			129,581

Dividends declared per share	$	0.04		$	0.04		$	0.12		$	0.12

HighPeak Energy, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

	Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	44,176		$	86,088
Adjustments to reconcile net income to net cash provided by operations:
Provision for deferred income taxes		14,071			30,898
Loss on extinguishment of debt		25,437			—
(Gain) loss on derivative instruments		(25,432	)		23,411
Cash received (paid) on settlement of derivative instruments		7,988			(11,897	)
Amortization of debt issuance costs		5,215			6,199
Amortization of discounts on long-term debt		5,714			7,385
Stock-based compensation expense		442			11,326
Accretion expense		785			722
Depletion, depreciation and amortization		311,187			395,121
Exploration and abandonment expense		2,874			386
Changes in operating assets and liabilities:
Accounts receivable		30,686			18,145
Prepaid expenses, inventory and other assets		3,334			(12,387	)
Accounts payable, accrued liabilities and other current liabilities		(7,973	)		(4,524	)
Net cash provided by operating activities		418,504			550,873
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to crude oil and natural gas properties		(394,395	)		(452,148	)
Changes in working capital associated with crude oil and natural gas property additions		(28,473	)		(13,214	)
Acquisitions of crude oil and natural gas properties		(4,475	)		(10,367	)
Proceeds from sales of properties		570			118
Other property additions		(31	)		(216	)
Net cash used in investing activities		(426,804	)		(475,827	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Term Loan Credit Agreement		180,000			—
Borrowings under Senior Credit Facility Agreement		30,000			—
Repayments under Term Loan Credit Agreement		(60,000	)		(90,000	)
Repayments under Senior Credit Facility Agreement		(30,000	)		—
Dividends paid		(15,545	)		(15,082	)
Debt issuance costs		(7,700	)		(58	)
Premium on extinguishment of debt		(4,750	)		—
Cash paid for tax withholding on vested equity awards		(3,849	)		—
Dividend equivalents paid		(1,593	)		(1,602	)
Proceeds from exercise of warrants		1			1
Repurchased shares under buyback program		—			(27,247	)
Net cash provided by (used in) financing activities		86,564			(133,988	)
Net increase (decrease) in cash and cash equivalents		78,264			(58,942	)
Cash and cash equivalents, beginning of period		86,649			194,515
Cash and cash equivalents, end of period	$	164,913		$	135,573

HighPeak Energy, Inc.

Unaudited Summary Operating Highlights

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Average Daily Sales Volumes:
Crude oil (Bbls)		31,594			38,710			34,552			38,581
NGLs (Bbls)		8,279			6,497			7,824			5,890
Natural gas (Mcf)		47,795			36,831			44,862			32,418
Total (Boe)		47,839			51,346			49,853			49,874

Average Realized Prices (excluding effects of derivatives):
Crude oil per Bbl	$	65.63		$	75.99		$	67.20		$	78.29
NGL per Bbl	$	17.40		$	21.14		$	20.55		$	21.96
Natural gas per Mcf	$	1.07		$	0.42		$	1.61		$	0.58
Total per Boe	$	42.91		$	57.49		$	47.52		$	61.07

Margin Data ($ per Boe):
Average price	$	42.91		$	57.49		$	47.52		$	61.07
Lease operating expenses		(6.57	)		(7.12	)		(6.58	)		(6.74	)
Expense workovers		(1.00	)		(0.38	)		(0.96	)		(0.47	)
Production and ad valorem taxes		(2.28	)		(3.26	)		(2.76	)		(3.40	)
	$	33.06		$	46.73		$	37.22		$	50.46

HighPeak Energy, Inc.

Unaudited Earnings Per Share Details

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net (loss) income as reported	$	(18,335	)	$	49,933		$	44,176		$	86,088
Participating basic earnings		(531	)		(4,835	)		(4,129	)		(8,280	)
Basic (losses) earnings attributable to common shareholders		(18,866	)		45,098			40,047			77,808
Reallocation of participating earnings		—			66			14			102
Diluted net (loss) income attributable to common shareholders	$	(18,866	)	$	45,164		$	40,061		$	77,910

Basic weighted average shares outstanding		124,807			124,988			124,807			125,595
Dilutive warrants and unvested stock options		—			1,952			—			1,832
Dilutive unvested restricted stock		—			2,154			780			2,154
Diluted weighted average shares outstanding		124,807			129,094			125,587			129,581

Net (loss) income per share attributable to common shareholders:
Basic	$	(0.15	)	$	0.36		$	0.32		$	0.62
Diluted	$	(0.15	)	$	0.35		$	0.32		$	0.60

HighPeak Energy, Inc.

Unaudited Reconciliation of Net Income to EBITDAX, Discretionary Cash Flow and Net Cash Provided by Operations

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net (loss) income	$	(18,335	)	$	49,933		$	44,176		$	86,088
Interest expense		37,150			42,579			110,550			129,204
Interest and other income		(1,165	)		(2,172	)		(2,336	)		(6,964	)
Provision for income taxes		(3,567	)		15,438			14,035			31,985
Depletion, depreciation and amortization		100,636			136,578			311,187			395,121
Accretion of discount		285			241			785			722
Exploration and abandonment expense		2,278			362			3,651			1,027
Stock based compensation		177			3,753			442			11,326
Derivative related noncash activity		(3,266	)		(33,775	)		(17,444	)		11,514
Loss on extinguishment of debt		25,437			—			25,437			—
Other expense		222			1,404			2,711			3,405
EBITDAX		139,852			214,341			493,194			663,428
Cash interest expense		(35,191	)		(38,020	)		(99,621	)		(115,620	)
Other (a)		715			53			(1,117	)		1,831
Discretionary cash flow		105,376			176,374			392,456			549,639
Changes in operating assets and liabilities		14,863			729			26,048			1,234
Net cash provided by operating activities	$	120,239		$	177,103		$	418,504		$	550,873

(a) includes interest and other income net of current tax expense, other expense and operating portion of exploration and abandonment expenses.

HighPeak Energy, Inc.

Unaudited Reconciliation of Net Cash Provided by Operations and Free Cash Flow

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net cash provided by operating activities	$	120,239		$	177,103		$	418,504		$	550,873
Add back net change in operating assets and liabilities		(14,863	)		(729	)		(26,048	)		(1,234	)
Operating cash flow before working capital changes		105,376			176,374			392,456			549,639
Additions to crude oil and natural gas properties		(88,238	)		(140,251	)		(394,395	)		(452,148	)
Changes in working capital associated with crude oil and natural gas property additions		(15,566	)		(7,988	)		(28,473	)		(13,214	)
Free cash flow	$	1,572		$	28,135		$	(30,412	)	$	84,277

HighPeak Energy, Inc.

Unaudited Reconciliation of Net Income to Adjusted Net Income

(in thousands, except per share data)

	Three Months Ended September 30, 2025						Nine Months Ended September 30, 2025
	Amounts			Amounts per Diluted Share			Amounts			Amounts per Diluted Share
Net (loss) income	$	(18,335	)	$	(0.15	)	$	44,176		$	0.32
Noncash derivative gain, net		(3,266	)		(0.03	)		(17,444	)		(0.13	)
Loss on extinguishment of debt		25,437			0.21			25,437			0.19
G&A expense related to CEO retirement		3,412			0.03			3,412			0.03
Abandoned leasehold and p&a expenses		2,014			0.02			2,874			0.02
Other expense		222			0.00			2,711			0.02
Stock-based compensation		177			0.00			442			0.00
Income tax adjustment for above items *		(5,879	)		(0.05	)		(3,661	)		(0.03	)
Adjusted net income	$	3,782		$	0.03		$	57,947		$	0.42

* Assuming a 21% tax rate

Investor Contact:

Ryan Hightower

Executive Vice President

817.850.9204

rhightower@highpeakenergy.com

Source: HighPeak Energy, Inc.