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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): August 4, 2025
Evolution Petroleum Corporation
(Exact name of registrant as specified in its charter)
001-32942
(Commission File Number)
Nevada |
41-1781991 |
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
1155 Dairy Ashford Road, Suite 425, Houston, Texas |
77079 |
(Address of Principal Executive Offices) |
(Zip Code) |
(713) 935-0122
(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 (see General Instruction A.2. below):
☐ Written communications 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-commencement 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:
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. ◻ On August 4, 2025, Evolution Petroleum Corporation (the “Company” or “Evolution”), completed the acquisition of certain mineral and royalty interests in the SCOOP/STACK area of Oklahoma from a non-affiliated private seller (the “Transaction”) in a cash transaction valued at approximately $17.0 million, subject to customary post-closing adjustments.
Item 2.01Completion of Acquisition or Disposition of Assets.
The Transaction has an effective date of May 1, 2025 (the “Effective Date”). The acquired assets include approximately 5,500 net royalty acres located primarily in Grady and Canadian Counties, Oklahoma. At the Effective Date, the acquired assets produce approximately 420 net barrels of oil equivalent per day, with a commodity mix of approximately 54% natural gas, 15% oil and 31% natural gas liquids. The Company expects to receive the vast majority of the cash flow earned between the Effective Date and the closing date, August 4, 2025, within the next 90 days through receipt of a final closing statement. The Transaction is not significant to the Company under SEC Rule 3-05 of Regulation S-X and thus the Company does not intend to prepare pro forma financial statements for the assets acquired.
The Transaction was funded through a combination of cash on hand and borrowings under the Company's existing credit facility.
Item 7.01Regulation FD Disclosure.
On August 6, 2025, the Company issued a press release disclosing the Transaction. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 7.01. Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description |
Evolution Petroleum Corporation Press Release dated August 6, 2025 |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL) |
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.
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Evolution Petroleum Corporation (Registrant) |
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Date: August 6, 2025 |
By: |
/s/ RYAN STASH |
|
Name: |
Ryan Stash |
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Title: |
Senior Vice President and Chief Financial Officer |
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EXHIBIT 99.1
Evolution Closes Mineral & Royalty Acquisition, Adding Long-Term Production and Cash Flow
HOUSTON, TX — August 5, 2025 (GLOBE NEWSWIRE) — Evolution Petroleum Corporation (NYSE American: EPM) ("Evolution" or the "Company") today announced the closing of an acquisition of mineral and royalty interests in the SCOOP/STACK area of Oklahoma from a non-affiliated private seller in a cash transaction valued at approximately $17 million, subject to customary post-closing adjustments. The acquisition, effective May 1, 2025 (the “Effective Date”), was funded through a combination of cash on hand and borrowings under the Company's existing credit facility. The Company expects to receive the vast majority of the cash flow earned between the Effective Date and the closing date, August 4, 2025, within the next 90 days through receipt of a final closing statement.
Acquisition Highlights:
| ● | Mineral and Royalty interests provide ownership in high margin, long-life assets without any lifting costs typically associated with working interest ownership or associated future capital expenditures to support current and future free cash flow. |
| ● | Immediately accretive to cash flow per share, enhancing Evolution’s dividend strategy. |
| ● | Approximately 5,500 net royalty acres focused primarily in Grady and Canadian counties in Oklahoma. |
| ● | Total of approximately 420 gross producing (PDP) wells and more than 650 drilling locations over roughly 140,000 gross acres, providing 10+ years of projected drilling inventory. |
| ● | Drilling locations include 4 permitted locations, 59 locations where regulatory activity has been performed recently, and approximately 600 other undrilled locations, many located within some of the highest return areas of the SCOOP/STACK across multiple proven producing stacked pay intervals. |
| ● | Net production at the Effective Date estimated at approximately 420 BOE/d (54% natural gas, 15% oil and 31% natural gas liquids). |
| ● | High-quality, well-capitalized operators including Camino Natural Resources, Canvas Energy, Coterra Energy, Mach Resources, and Validus Energy. |
Kelly Loyd, President and Chief Executive Officer, commented: "Building on our established presence and deep knowledge of the SCOOP/STACK, this complementary acquisition of mineral and royalty interests represents an exciting addition to our established portfolio of long-life, low-decline assets. We value this transaction utilizing similar metrics as we would for a non-op working interest acquisition, particularly when accompanied by substantial development upside that we expect will maintain or grow cash flow and significantly enhance our ability to pay dividends to our shareholders for years to come."
"We’re particularly enthusiastic about the anticipated robust, perpetual cash flows from the approximate 400 producing wells, along with over 650 undrilled locations that come with zero future capital obligations which presents meaningful upside. This structure uniquely positions Evolution to benefit from exceptional margins due to the minimal operating cost and the current and future drilling at no incremental cost to generate sustained returns.
About Evolution Petroleum
We anticipate this deal will set a strong foundation for future diversified growth and demonstrates our continued commitment to disciplined, value-accretive expansion." Evolution Petroleum Corporation is an independent energy company focused on maximizing total shareholder returns through the ownership of and investment in onshore oil and natural gas properties in the U.S. The Company aims to build and maintain a diversified portfolio of long-life oil and natural gas properties through acquisitions, selective development opportunities, production enhancements, and other exploitation efforts. Visit www.evolutionpetroleum.com for more information.
Cautionary Statement
All forward-looking statements contained in this press release regarding the Company's current and future expectations, potential results, and plans and objectives involve a wide range of risks and uncertainties. Statements herein using words such as "believe," "expect," "may," "plans," "outlook," "should," "will," and words of similar meaning are forward-looking statements. Although the Company's expectations are based on business, engineering, geological, financial, and operating assumptions that it believes to be reasonable, many factors could cause actual results to differ materially from its expectations. The Company gives no assurance that its goals will be achieved. These factors and others are detailed under the heading "Risk Factors" and elsewhere in our periodic reports filed with the Securities and Exchange Commission ("SEC"). The Company undertakes no obligation to update any forward-looking statement.
Contact
Investor Relations
(713) 935-0122
ir@evolutionpetroleum.com