HighPeak Energy (NASDAQ: HPK) aligns leverage covenants in amended credit deals

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HighPeak Energy, Inc. updated two of its key debt agreements to align their leverage covenant terms. On June 30, 2026, the company entered into a Fourth Amendment to its revolving Credit Agreement with Fifth Third Bank and other lenders. On June 25, 2026, it entered into a Third Amendment to its Term Loan Credit Agreement with Texas Capital Bank, Chambers Energy Management and other lenders. Both amendments, upon effectiveness, set the Total Net Leverage Ratio covenant to not exceed 2.25 to 1.00 for the fiscal quarter ending June 30, 2026.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total Net Leverage Ratio covenant: 2.25 to 1.00 Fourth Amendment date: June 30, 2026 Third Amendment date: June 25, 2026

3 metrics

Total Net Leverage Ratio covenant 2.25 to 1.00 For the fiscal quarter ending June 30, 2026

Fourth Amendment date June 30, 2026 Fourth Amendment to Revolving Credit Agreement

Third Amendment date June 25, 2026 Third Amendment to Term Loan Credit Agreement

Key Terms

Total Net Leverage Ratio, Credit Agreement, Term Loan Credit Agreement, administrative agent, +1 more

5 terms

Total Net Leverage Ratio financial

"amended the Total Net Leverage Ratio not to exceed 2.25 to 1.00"

Total net leverage ratio measures how much a company owes after using its cash, compared with the cash it generates in a year; it is usually calculated by subtracting cash from total debt and dividing that net debt by annual operating cash flow or earnings. Investors use it like a debt-to-income check for a household — a higher number means the company may struggle to cover obligations and is riskier, while a lower number suggests more cushion and financial flexibility.

Credit Agreement financial

"amended that certain Credit Agreement, dated as of November 1, 2023"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

Term Loan Credit Agreement financial

"Third Amendment to Term Loan Credit Agreement"

A term loan credit agreement is a formal contract where a borrower receives a fixed sum of money from a lender and agrees to repay it over a set period with interest, much like a multi‑year mortgage or car loan for a business. It matters to investors because the size, cost and rules of the loan affect a company’s cash flow, risk of default and ability to invest or pay dividends; restrictive conditions can also force operational changes.

administrative agent financial

"Fifth Third Bank, National Association, as administrative agent"

An administrative agent is a bank or financial firm appointed to handle the day-to-day paperwork and communication for a group of lenders on a loan or credit agreement, acting as the central point for collecting payments, distributing funds, monitoring covenants, and sharing information. For investors, the administrative agent matters because it influences how quickly lenders receive updates, how smoothly repayments and waivers are handled, and how effectively the lending group enforces terms — think of it as a property manager coordinating tasks for multiple owners.

collateral agent financial

"Chambers Energy Management, LP (“Chambers”), as collateral agent"

A collateral agent is a neutral third party that holds and manages the assets pledged to secure a loan on behalf of a group of lenders, acting like the keyholder to a shared safe. If the borrower falls behind, the collateral agent enforces the lenders’ rights and coordinates who gets what, which affects how quickly and how much lenders can recover. Investors care because the agent’s role shapes recovery prospects, enforcement speed and the clarity of lenders’ claims.

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 04:14 PM Accepted by SEC EDGAR 06/30/2026 - 04:14 PM

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): June 25, 2026

HighPeak Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39464	84-3533602
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

421 W. 3rd St., Suite 1000 Fort Worth, Texas 76102
(Address of principal executive offices) (zip code)

(817) 850-9200
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:

☐	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:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		HPK		The Nasdaq Stock Market LLC

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 1.01

Entry into a Material Definitive Agreement.

Fourth Amendment to Credit Agreement

On June 30, 2026, HighPeak Energy, Inc. (the “Company”), as borrower, Fifth Third Bank, National Association, as administrative agent, the guarantors party thereto and the lenders party thereto entered into that certain Fourth Amendment to Credit Agreement (the “Fourth Credit Agreement Amendment”), which upon effectiveness, amended that certain Credit Agreement, dated as of November 1, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified by the Fourth Credit Agreement Amendment, the “Credit Agreement”), by and among the Company, Fifth Third Bank, National Association, as administrative agent, the guarantors party thereto and the lenders party thereto to, which, among other things, amended the Total Net Leverage Ratio not to exceed 2.25 to 1.00 for the fiscal quarter ending June 30, 2026.

The foregoing description of the Fourth Credit Agreement Amendment is qualified in its entirety by reference to the Fourth Credit Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.

Third Amendment to Term Loan Credit Agreement

On June 25, 2026, the Company, as borrower, the guarantors party thereto, Texas Capital Bank (“TCB”), as administrative agent, Chambers Energy Management, LP (“Chambers”), as collateral agent, and certain lenders from time to time party thereto, entered into that certain Third Amendment to Credit Agreement (“Third Term Loan Amendment”), which upon effectiveness amended that certain credit agreement, dated as of September 12, 2023, by and among the Company, the guarantors party thereto, TCB, as administrative agent, Chambers, as collateral agent, and the lenders from time to time party thereto, which, among other things, amended the Total Net Leverage Ratio not to exceed 2.25 to 1.00 for the fiscal quarter ending June 30, 2026.

The foregoing description of the Third Term Loan Amendment is qualified in its entirety by reference to the Third Term Loan Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference. The descriptions set forth in Item 1.01 and this Item 2.03 are qualified in their entirety by the full texts of the Fourth Credit Agreement Amendment and the Third Term Loan Amendment, each of which are filed as exhibits to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description of Exhibit
10.1		Fourth Amendment to Revolving Credit Agreement, dated June 30, 2026, by and among HighPeak Energy, Inc., as borrower, Fifth Third Bank, National Association, as administrative agent, the guarantors party thereto and the lenders party thereto.
10.2		Third Amendment to Credit Agreement, dated June 25, 2026, by and among HighPeak Energy, Inc., as borrower, the guarantors party thereto, Texas Capital Bank, as administrative agent, Chambers Energy Management, LP, as collateral agent, and certain lenders party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	HIGHPEAK ENERGY, INC.
Date: June 30, 2026
	By:	/s/ Steven W. Tholen
	Name:	Steven W. Tholen
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did HighPeak Energy (HPK) change in its credit agreements?

HighPeak Energy amended both its revolving and term loan credit agreements. The amendments align a key leverage covenant and reset the Total Net Leverage Ratio threshold for a specific fiscal quarter.

What is the new Total Net Leverage Ratio covenant for HighPeak Energy (HPK)?

Both amended agreements now set the Total Net Leverage Ratio not to exceed 2.25 to 1.00. This applies specifically to the fiscal quarter ending June 30, 2026 under the revised terms.

Which lenders are party to HighPeak Energy’s amended revolving credit agreement?

The Fourth Amendment to the revolving Credit Agreement lists Fifth Third Bank, National Association as administrative agent, along with various guarantors and lenders that are party to the agreement.

Who are the key agents in HighPeak Energy’s amended term loan credit agreement?

For the Third Amendment to the Term Loan Credit Agreement, Texas Capital Bank serves as administrative agent and Chambers Energy Management, LP acts as collateral agent, alongside certain lenders party to the agreement.

When do HighPeak Energy’s amended leverage terms apply?

The updated Total Net Leverage Ratio covenant of 2.25 to 1.00 applies to the fiscal quarter ending June 30, 2026. It becomes effective subject to the terms of each amendment.

Filing Exhibits & Attachments

6 documents