Evolution Petroleum Announces Pricing of Public Offering of Common Stock

Rhea-AI Summary

Evolution Petroleum (NYSE American: EPM) priced a registered underwritten public offering of 3,700,000 common shares at $3.25 per share, for expected gross proceeds of about $12.0 million before fees. Underwriters have a 30‑day option to buy up to 555,000 additional shares at the same price.

Closing is expected on August 20, 2026, subject to customary conditions. Evolution plans to use net proceeds to help fund a previously announced Permian Basin mineral and royalty interests acquisition, alongside borrowings and cash on hand, and for general corporate purposes, including potential credit facility repayment.

Positive

• $12.0 million expected gross proceeds to strengthen liquidity
• Equity proceeds earmarked to help fund Permian Basin mineral and royalty acquisition
• Potential balance sheet improvement via repayment of credit facility borrowings
• Use of effective shelf registration on Form S-3 streamlines capital access

Negative

• Immediate dilution from 3.7 million new shares, plus up to 555,000 more on option exercise
• Permian Basin acquisition funding plan includes additional borrowings under senior secured credit facility
• Offering proceeds may not align with planned acquisition if it is not consummated

News Explained

The 3,700,000 new common shares would expand the share count and reduce existing holders’ percentage ownership if the offering closes; the 30-day option could add up to 555,000 more shares.

Market Reaction – EPM

-10.73% $3.41

15m delay

-10.73% Vs previous close

$3.41 Last Price

$3.36 $3.44 Day Range

$122.65M Market Cap

0.0x Rel. Volume

Following this news, EPM has declined 10.73%, reflecting a significant negative market reaction. The stock is currently trading at $3.41.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

EPM's active Form S-3 shelf, effective January 27, 2026, frames this financing within an existing re...

Analysis

EPM's active Form S-3 shelf, effective January 27, 2026, frames this financing within an existing registration structure. The platform record also shows low short positioning; the closing conditions and acquisition contingency remain the key disclosed uncertainties.

Key Figures

Shares offered: 3,700,000 shares Offering price: $3.25 per share Gross proceeds: $12,025,000 +4 more

7 metrics

Shares offered 3,700,000 shares Public offering

Offering price $3.25 per share Public offering

Gross proceeds $12,025,000 Expected before underwriting discounts, commissions, and offering expenses

Over-allotment option 555,000 shares 30-day underwriter option

Option period 30 days Underwriter purchase option

Expected closing date August 20, 2026 Subject to customary closing conditions

Shelf effectiveness date January 27, 2026 Form S-3 registration statement

Historical Context

3 past events · Latest: Jun 03 (Neutral)

Pattern 3 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 03	fireside chat	Neutral	+4.8%	Management discussed acquisition strategy, cash flow outlook, assets, and balance sheet management
May 12	quarterly earnings	Negative	-12.1%	Revenue declined and net loss widened amid weaker pricing, hedge losses, and downtime
Apr 30	earnings scheduling	Neutral	+0.8%	Company scheduled fiscal third-quarter results release and conference call dates

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The limited history showed a negative earnings release aligned with a -12.11% reaction, while two informational events had positive reactions.

Key Terms

shelf registration statement, form s-3, prospectus supplement, reserve-based credit facility

4 terms

shelf registration statement regulatory

"The Offering is being made pursuant to an effective shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"an effective shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"only by means of a prospectus supplement and the accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

reserve-based credit facility financial

"borrowings under its senior secured reserve-based credit facility"

A reserve-based credit facility is a loan for oil and gas companies that is secured by the estimated value of their proven underground reserves; lenders set a borrowing limit based on how much oil or gas can realistically be produced and sold. Lenders regularly re-check those reserve estimates and market prices and can raise or cut the loan limit, so this financing affects a company’s cash flow, risk of forced asset sales, and overall financial flexibility—think of it like a home equity line whose credit limit changes with the home’s appraised value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOUSTON, Aug. 19, 2026 (GLOBE NEWSWIRE) -- Evolution Petroleum Corporation (NYSE American: EPM) ("Evolution" or the “Company”) today announced the pricing on August 18, 2026, of its previously announced registered underwritten public offering of common stock. The Company priced the underwritten offering of 3,700,000 shares of common stock, at a public offering price of $3.25 per share (the “Offering”), for total expected gross proceeds of approximately $12,025,000 before underwriting discounts and commissions and estimated offering expenses. Evolution has granted the underwriters a 30-day option to purchase up to an additional 555,000 shares of its common stock at the public offering price, less underwriting discounts and commissions.

The closing of the Offering is expected to occur on August 20, 2026, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering to fund a portion of the purchase price of the previously announced acquisition of oil and natural gas mineral and royalty interests located in the Permian Basin, together with borrowings under its senior secured reserve-based credit facility and cash on hand, and for general corporate purposes, which may include the repayment of a portion of the outstanding borrowings under the credit facility.

This offering is not conditioned on the consummation of the Acquisition, and the Company cannot assure that the Acquisition will be consummated on the terms described above or at all.

Roth Capital Partners is acting as sole book‑running manager, Northland Capital Markets is acting as co-manager, and A.G.P./Alliance Global Partners is acting as financial advisor for the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3, which became effective on January 27, 2026. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained on the Securities and Exchange Commission's (“SEC”) website at www.sec.gov or by contacting the sole book‑running manager at:

Roth Capital Partners
Attn: Prospectus Department
888 San Clemente Drive, Suite 400,
Newport Beach, CA 92660
Phone: 800-678-9147
Email: rothecm@roth.com

About Evolution Petroleum

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.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations, estimates, projections, management’s beliefs and assumptions, and include any statement that is not a current or historical fact. Such statements include those relating to the Offering; the anticipated use of proceeds; the Acquisition, including the anticipated benefits, timing, and consummation thereof; drilling locations and potential drilling activities; potential acquisitions; potential, probable and possible reserves; expected future operating or financial results; cash flow and anticipated liquidity; business and capital allocation strategy; future dividend policies, and other plans, objectives, expectations and intentions . These forward-looking statements may generally, but not always, be identified by words such as “may”, “expected”, “estimated”, “projected”, “potential”, “anticipated”, “forecasted” or other words indicating future events or outcomes. Although the Company believes the expectations and forecasts reflected in the forward-looking statements are reasonable, it can give no assurance they will prove to be correct. These statements are based on current plans and assumptions and are subject to a number of risks and uncertainties including those outlined in the prospectus supplement and accompanying prospectus for this Offering, as well as the Company’s Annual Report on Form 10-K and Quarterly Reports on Forms 10-Q and other filings with the SEC. Therefore, actual results may differ materially from the expectations, estimates or assumptions expressed in or implied by any such forward-looking statement. The Company cautions readers not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this release, except as may be required by law.

Contact
Investor Relations
(713) 935-0122
ir@evolutionpetroleum.com

This press release was published by a CLEAR® Verified individual.

FAQ

What are the key terms of Evolution Petroleum's August 2026 common stock offering (NYSE American: EPM)?

Evolution Petroleum priced an underwritten public offering of 3,700,000 common shares at $3.25 per share. According to Evolution Petroleum, expected gross proceeds are about $12,025,000 before underwriting discounts, commissions, and expenses, with a 30-day option for 555,000 additional shares.

How much capital will Evolution Petroleum (EPM) raise from its August 2026 stock offering?

The company expects gross proceeds of approximately $12,025,000 from selling 3,700,000 shares at $3.25 per share. According to Evolution Petroleum, this figure is before underwriting discounts, commissions, and estimated offering expenses, and excludes any proceeds from the underwriters’ 30-day overallotment option.

What will Evolution Petroleum (NYSE American: EPM) use the August 2026 offering proceeds for?

Evolution Petroleum plans to use net proceeds to fund part of a previously announced Permian Basin mineral and royalty interests acquisition. According to Evolution Petroleum, remaining funding will come from its senior secured reserve-based credit facility, cash on hand, and for general corporate purposes, including possible debt repayment.

When is the closing date for Evolution Petroleum's August 2026 EPM stock offering?

The closing of the offering is expected to occur on August 20, 2026. According to Evolution Petroleum, this timing remains subject to the satisfaction of customary closing conditions typically associated with registered underwritten public offerings of common stock.

Is Evolution Petroleum's August 2026 stock offering contingent on its Permian Basin acquisition?

The offering is not conditioned on completion of the Permian Basin acquisition. According to Evolution Petroleum, there is no assurance the acquisition will be consummated on the described terms or at all, even though proceeds are intended to help fund the purchase price.

Who is managing Evolution Petroleum's August 2026 common stock offering (EPM)?

Roth Capital Partners is acting as sole book-running manager for the offering. According to Evolution Petroleum, Northland Capital Markets is serving as co-manager, and A.G.P./Alliance Global Partners is acting as financial advisor in connection with the transaction.