Vaalco Energy (NYSE: EGY) exits Canadian assets in $25.6M sale

Rhea-AI Filing Summary

VAALCO Energy, Inc. agreed to sell all of its non-core producing properties in Canada to Petrus Resources for approximately C$35.0 million (USD $25.6 million) in cash, subject to customary closing adjustments. The effective date is February 1, 2026 and closing is expected within about 30 days, subject to customary conditions.

The Canadian assets currently produce about 1,850 BOEPD and have generated C$82 million (USD $64 million) in operational cash flow since acquisition. Management notes the sale price equals 2.7x trailing 12‑month operational cash flow of approximately $9.7 million USD and states that the transaction does not impact the company’s borrowing base, allowing focus on core assets and drilling campaigns.

Insights

Energy sector strategist

Vaalco monetizes Canadian assets at 2.7x cash flow to refocus on core fields.

Vaalco Energy is divesting its Canadian producing properties for approximately C$35.0 million (USD $25.6 million). These assets generated about C$82 million (USD $64 million) in operational cash flow since acquisition and currently produce roughly 1,850 BOEPD, indicating they were meaningful but non-core contributors.

The company highlights that the sale price equals 2.7x trailing 12‑month operational cash flow of around $9.7 million USD. Management also states the transaction does not impact the borrowing base, suggesting liquidity and debt capacity remain unchanged while freeing capital and management attention for core drilling campaigns.

Future company updates on drilling activity and production from core regions such as Gabon, Egypt, Côte d'Ivoire, Equatorial Guinea and Nigeria will clarify how effectively proceeds and management focus are redeployed following the expected closing after the February 1, 2026 effective date.

0000894627VAALCO ENERGY INC /DE/false00008946272026-02-042026-02-04

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): February 4, 2026

VAALCO Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32167

76-0274813

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2500 CityWest Blvd. Suite 400 Houston,Texas

77042

(Address of principal executive offices)

(Zip Code)

(713) 623-0801

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or former address if changed since last report)

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.10			EGY			New York Stock Exchange
Common Stock, par value $0.10			EGY			London Stock Exchange

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 o

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. o

Item 1.01 Entry into a Material Definitive Agreement.

On February 4, 2026, VAALCO Energy Canada, Inc. (the “Seller”), a wholly-owned indirect subsidiary of VAALCO Energy, Inc., (the “Company”, “we” and “us”) entered into an Asset Purchase and Sale Agreement (the “Asset Purchase Agreement”) with Petrus Resources Corp. (the “Buyer”) and, solely for the purposes of Section 9.7 therein, Petrus Resources LTD. (the “Buyer Guarantor”), providing for the purchase by Buyer of substantially all of Seller’s assets and liabilities, which constitute the Canadian land assets and related liabilities we acquired pursuant to the terms of our business combination with TransGlobe Energy Corporation in October 2022 (the “Assets,” together with the transactions contemplated by the Asset Purchase Agreement referred to herein as the “Canadian Asset Sale”).

In consideration for the Assets, Buyer agreed to pay Seller approximately $35 million Canadian Dollars (USD $25.6 million) in cash, subject to customary closing adjustments. The Buyer Guarantor agreed to unconditionally and irrevocably guarantee Buyer’s full and timely performance of certain covenants and obligations of the the Buyer contained in the Asset Purchase Agreement.

The Canadian Asset Sale is expected to close within the next 30 days, subject to satisfaction of customary closing conditions set forth in the Asset Purchase Agreement. The Asset Purchase Agreement contains agreements relating to the parties’ obligations prior to and after the closing of the Canadian Asset Sale and includes customary representations, warranties and covenants by the parties. Each party has agreed to indemnify the other for breaches of representations and warranties, covenants, and certain other matters, subject to certain exceptions and limitations.

The foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On February 5, 2026, the Company issued a press release announcing the entry into the Asset Purchase Agreement, which includes the unaudited operational cash flow for the Company’s Canadian Assets for the year ended December 31, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “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, and is not incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On February 5, 2026, the Company issued a press release announcing the entry into the Asset Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description of Exhibit

10.1*

Asset Purchase Agreement, by and among VAALCO Energy Canada, Inc., Petrus Resources Corp., and, solely for the purposes of Section 9.7 therein, Petrus Resources LTD., dated February 4, 2026.

99.1

Press Release, dated February 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(a)(6) and Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.

SIGNATURE

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.

			VAALCO ENERGY, INC.
Date: February 10, 2026
			By:			/s/ Lynn Willis
			Name:			Lynn Willis
			Title:			Chief Accounting Officer and Controller

Exhibit 99.1

THIS RELEASE CONTAINS INSIDE INFORMATION

VAALCO ENERGY, INC. ANNOUNCES AGREEMENT TO DIVEST NON-CORE ASSET

HOUSTON – February 5, 2026 - VAALCO Energy, Inc. (NYSE: EGY, LSE: EGY) (“Vaalco” or the “Company”) today announced that it had entered into an agreement for the sale of all of its non-core producing properties in Canada to a third party for approximately $35.0 million Canadian Dollars (USD $25.6 million), subject to customary closing adjustments (the "Canadian Asset Sale"). The Canadian properties current working interest (“WI”) production is approximately at 1,850 barrels of oil equivalent per day (“BOEPD”). The effective date of the Canadian Asset Sale is February 1, 2026, and it is expected to close within the next 30 days, subject to satisfaction of the customary closing conditions.

George Maxwell, Vaalco’s Chief Executive Officer, commented, “Over the past several years, we have worked to increase liquids production in Canada, improve operational and drilling efficiencies, drilled some successful wells and generated $82 million Canadian Dollars (USD $64 million) in operational cash flow since our acquisition. While we believe that the Canadian assets are solid, we have decided to focus on our core assets with significant drilling campaigns and continued upside. With all of the recent successes in our assets and continued large scale drilling campaigns underway or planned in those areas, we determined that now was the right time to sell. This non-core asset sale for $35.0 million Canadian Dollars is equal to 2.7x1 of our trailing 12 months operational cash flow and does not impact our borrowing base which allows us to focus on core opportunities. We are excited about the future and believe that Vaalco has many high-quality assets with significant drilling and development opportunities that we expect to generate meaningful value for our shareholders for many years to come.”

1Based on 12-month unaudited operational cash flow of approximately $9.7 million USD for the Canadian assets for the period ended December 31, 2025.

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About Vaalco

Vaalco, founded in 1985 and incorporated under the laws of Delaware, is a Houston, Texas, USA based, independent energy company with a diverse portfolio of production, development and exploration assets across Gabon, Egypt, Côte d'Ivoire, Equatorial Guinea and Nigeria.

For Further Information

Vaalco Energy, Inc. (General and Investor Enquiries)			+00 1 713 543 3422
Website:			www.vaalco.com
Al Petrie Advisors (US Investor Relations)			+00 1 713 543 3422
Al Petrie / Chris Delange
Burson Buchanan (UK Financial PR)			+44 (0) 207 466 5000
Ben Romney / Barry Archer			VAALCO@buchanan.uk.com

Forward Looking Statements

This press release includes “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, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws(collectively, “forward-looking statements”). Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. All statements other than statements of historical fact may be forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,” “may,” “likely,” “plan” and “probably” or similar words may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release include, but are not limited to, statements relating to (i) estimates of future drilling, production, sales and costs of acquiring crude oil, natural gas and natural gas liquids; (ii) expectations regarding the completion and timing of the Canadian Asset Sale, the satisfaction of customary closing conditions related to the Canadian Asset Sale, and the proceeds that the Company expects to receive from the Canadian Asset Sale; (iii) expectations regarding future exploration and the development, growth and potential of Vaalco’s operations, project pipeline and investments, and schedule and anticipated benefits to be derived therefrom; (iv) expectations regarding future acquisitions, investments or divestitures; (v) expectations of future balance sheet strength; and (vi) expectations of future equity and enterprise value.

Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: risks relating to any unforeseen liabilities of Vaalco; the ability to generate cash flows that, along with cash on hand, will be sufficient to support operations and cash requirements; risks relating to the timing and costs of completion for scheduled maintenance of the FPSO servicing the Baobab field; and the risks described under the caption “Risk Factors” in Vaalco’s most recent Annual Report on Form 10-K.

Any forward-looking statement made by Vaalco in this press release is based only on information currently available to Vaalco and speaks only as of the date on which it is made. Except as may be required by applicable securities laws, Vaalco undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

2

Inside Information

This announcement contains inside information as defined in Regulation (EU) No. 596/2014 on market abuse which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”) and is made in accordance with the Company’s obligations under article 17 of MAR. The person responsible for arranging the release of this announcement on behalf of Vaalco is Matthew Powers, Corporate Secretary of Vaalco.

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FAQ

What asset sale did Vaalco Energy (EGY) announce in Canada?

Vaalco Energy announced a sale of all its non-core producing Canadian properties for approximately C$35.0 million (USD $25.6 million) in cash. The deal covers substantially all Canadian land assets and related liabilities previously acquired through the TransGlobe combination, subject to customary closing adjustments and conditions.

How much production is Vaalco Energy (EGY) divesting in the Canadian Asset Sale?

The Canadian Asset Sale involves properties with current working interest production of about 1,850 BOEPD. These assets have historically contributed meaningful cash flow, but Vaalco classifies them as non-core as it redirects attention and future drilling campaigns toward its core fields in Africa and other regions.

When is the Vaalco Energy (EGY) Canadian Asset Sale effective and expected to close?

The effective date of the Canadian Asset Sale is February 1, 2026, with closing expected within the next 30 days, subject to customary closing conditions. This timing aligns with Vaalco’s plan to re-focus capital and operational efforts on its core asset base and ongoing drilling programs.

What valuation multiple did Vaalco Energy (EGY) achieve on the Canadian asset divestiture?

Vaalco states the Canadian Asset Sale price of C$35.0 million equals 2.7x trailing 12‑month operational cash flow of approximately $9.7 million USD for those assets. Management highlights this multiple while emphasizing the assets’ non-core status within the company’s broader portfolio.

How much operational cash flow have Vaalco Energy’s (EGY) Canadian assets generated since acquisition?

Since acquisition, Vaalco’s Canadian assets have generated about C$82 million (USD $64 million) in operational cash flow. This history shows the properties have been cash generative even though the company now views them as non-core and is divesting them to prioritize higher-impact drilling opportunities elsewhere.

Does the Canadian Asset Sale affect Vaalco Energy’s (EGY) borrowing base?

Vaalco’s CEO states that the Canadian non-core asset sale for C$35.0 million “does not impact our borrowing base.” This suggests the company’s available credit capacity remains unchanged, potentially preserving financial flexibility for core drilling campaigns and development projects in its primary operating regions.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 15.8 KB

Agreements & Contracts

• EX-10.1 EX-10.1 212.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.7 KB