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): March 25, 2026
Circle Energy, Inc.
(Exact name of Registrant as specified in its charter)
Nevada
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| 87-4125972
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(State or other Jurisdiction of
Incorporation or organization)
| (Commission File Number)
| (IRS Employer I.D. No.)
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8211 E Regal Place
Tulsa, OK 74133
Phone: (918) 994-0693
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| Soliciting material pursuant to Rule l4a-l2 under the Exchange Act (17 CFR 240. l4a- l2)
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| Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b))
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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| Name of each exchange on which registered
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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 7.01 Regulation FD Disclosure
On March 25, 2026, following the filing of its Annual Report on Form 10-K for the year ended December 31, 2025, Circle Energy, Inc. (the “Company”) issued a letter to its shareholders providing an update regarding its ongoing evaluation of potential strategic transactions.
A copy of the shareholder letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
The following exhibit is furnished, not filed, with this report:
Exhibit No.
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| Description
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99.1
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| Shareholder Letter dated March 25, 2026
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SIGNATURES
Pursuant to the requirement 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.
Circle Energy, Inc.
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By /s/ Lloyd T. Rochford
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| March 25, 2026
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Lloyd T. Rochford
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| Date
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Its: Chief Executive Officer
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2
March 25, 2026
Dear shareholders,
As we have filed our annual report on Form 10-K, which can be accessed through the SEC website, we wanted to take this opportunity to provide you with an update on our efforts to find and complete a transaction that would be to the full benefit of the company and its shareholders. We have continued our efforts as we continue to evaluate potential strategic transactions. We have evaluated a range of potential opportunities, none of which has resulted in a definitive agreement to date. However, there are some opportunities that we are still evaluating which remain at a preliminary stage and may or may not result in a transaction. There can be no assurance that any potential transaction will be identified, negotiated, or completed, or that any such transaction would be on terms favorable to the Company or its shareholders.
The Company is primarily focused on opportunities that align with its strategic objectives and capital structure. We will continue to seek out opportunities but again want to reiterate that we remain disciplined in our evaluation process and are focused on identifying opportunities that we believe will create long-term shareholder value.
We appreciate your confidence in Circle Energy, Inc. and are working diligently to make the business successful.
Sincerely,
/s/ Tim Rochford, CEO
Forward-Looking Statements. This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding potential strategic transactions and future business prospects. These statements are subject to risks and uncertainties, including those described in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Actual results may differ materially from those expressed or implied. The Company undertakes no obligation to update these statements except as required by law.
