STOCK TITAN

Evolution Petroleum (NYSE: EPM) prices stock sale at $3.25

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Evolution Petroleum Corporation (EPM) entered into an underwriting agreement with Roth Capital Partners, LLC, under which it sold and issued 3,700,000 shares of common stock at $3.25 per share in an underwritten public offering made off its effective Form S-3 shelf.

The underwriters also received a 30-day option to buy an additional 555,000 shares at $3.25 per share and exercised this option in full on August 19, 2026. Evolution Petroleum reports net proceeds of approximately $12.4 million from the offering and option exercise, which closed on August 20, 2026.

The company, along with its executive officers and directors, agreed to a 60-day lock-up period restricting sales or dispositions of common stock or related securities without the representative’s written consent.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Primary shares offered 3,700,000 shares of common stock Aggregate shares sold under the underwriting agreement at $3.25 per share
Underwriters’ option shares 555,000 shares of common stock Additional shares subject to 30-day option, exercised in full on August 19, 2026
Offering price $3.25 per share Price for both the initial shares and the option shares
Net proceeds approximately $12.4 million Net to Evolution Petroleum after underwriting discounts, commissions and estimated expenses
Lock-up period 60 days Period after the underwriting agreement during which sales by company, officers and directors are restricted
Option exercise period 30 days Duration of underwriters’ option to purchase additional shares at $3.25 per share
underwriting agreement financial
"entered into an underwriting agreement with Roth Capital Partners, LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
shelf registration statement regulatory
"The Offering was made pursuant to an effective shelf registration statement on Form S-3"
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.
prospectus supplement regulatory
"and related prospectus supplement dated August 18, 2026"
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.
lock-up period financial
"have agreed not to sell or otherwise dispose of any shares of Common Stock"
A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.
Securities Act of 1933 regulatory
"including for liabilities under the Securities Act of 1933, as amended"

FAQ

What did Evolution Petroleum (EPM) announce regarding a new stock offering?

Evolution Petroleum entered an underwriting agreement to sell and issue 3,700,000 shares of common stock at $3.25 per share in an underwritten public offering conducted under its effective Form S-3 shelf registration statement.

How many total shares did Evolution Petroleum (EPM) sell including the underwriters’ option?

The company sold 3,700,000 shares initially and granted underwriters a 30-day option for 555,000 additional shares. The underwriters exercised this option in full on August 19, 2026, increasing the total shares sold under the deal.

What were the net proceeds to Evolution Petroleum (EPM) from the offering?

Evolution Petroleum reports net proceeds of approximately $12.4 million from the underwritten public offering and the full exercise of the underwriters’ option, after deducting underwriting discounts, commissions and estimated offering expenses payable by the company.

What was the offering price in Evolution Petroleum’s (EPM) underwritten deal?

Each share of Evolution Petroleum common stock in the offering, including the option shares, was priced at $3.25 per share under the underwriting agreement with Roth Capital Partners, LLC, as representative of the several underwriters.

When did Evolution Petroleum’s (EPM) offering close and under which registration statement?

The underwritten public offering closed on August 20, 2026. It was conducted under an effective Form S-3 shelf registration statement, File No. 333-292785, which was declared effective on January 27, 2026, and a related prospectus supplement dated August 18, 2026.

Is there a lock-up period associated with Evolution Petroleum’s (EPM) offering?

Yes. The company and its executive officers and directors agreed not to sell or dispose of common stock or related securities for a period ending 60 days after the underwriting agreement date, except with the written consent of the underwriters’ representative.

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

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false 0001006655 false false false false 0001006655 2026-08-18 2026-08-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 18, 2026

 

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):

 

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, $0.001 par value   EPM   NYSE American

 

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. o

 

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On August 18, 2026, Evolution Petroleum Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell and issue to the Underwriters an aggregate of 3,700,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $3.25 per share (the “Offering”). In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase an additional 555,000 shares (the “Option Shares”) at a price of $3.25 per share and the Underwriters exercised the option in full on August 19, 2026 (the “Option Exercise”). The Company received net proceeds of approximately $12.4 million from the Offering and the Option Exercise, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. 

 

The Offering closed on August 20, 2026. The Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-292785) (the “Registration Statement”), previously filed with the Securities and Exchange Commission (the “Commission”) and declared effective on January 27, 2026, and related prospectus supplement dated August 18, 2026.

 

The Underwriting Agreement contains customary representations, warranties, agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. In addition, subject to certain exceptions, the Company and its executive officers and directors have agreed not to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by them for a period ending 60 days after the date of the Underwriting Agreement without first obtaining the written consent of the Representative.

 

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated by reference herein.

 

A copy of the opinion and consent of Fennemore Craig, P.C., counsel to the Company, relating to the validity of the Shares and the Option Shares is filed herewith as Exhibit 5.1 and is incorporated by reference into the Registration Statement.

 

Item 7.01Regulation FD Disclosure.

 

On August 19, 2026, the Company issued a press release announcing the pricing of the underwritten public offering, A copy of the press release is furnished as Exhibit 99.1 hereto. and incorporated by reference herein.

 

The information contained in this Item 7.01, including Exhibit 99.1, 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 liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by reference in such a filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
Description
   
1.1 Underwriting Agreement, dated August 18, 2026, by and among the Company and Roth Capital Partners, LLC as representative of the several underwriters.
5.1 Opinion of Fennemore Craig, P.C.
23.1 Consent of Fennermore Craig, P.C. (contained in Exhibit 5.1).
99.1 Evolution Petroleum Corporation Press Release dated August 19, 2026, announcing the pricing of the underwritten public offering.
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, thereunto duly authorized.

 

Date: August 20, 2026

 

  EVOLUTION PETROLEUM CORPORATION
   
  By: /s/ Ryan Stash
    Name: Ryan Stash
    Title: Senior Vice President and Chief Financial Officer

 

 

 

Filing Exhibits & Attachments

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