HighPeak Energy agrees to about $450M preferred stock sale

Each purchaser may nominate one director, while transfers of the preferred stock are restricted for two years after closing, subject to exceptions.

Rhea-AI Filing Summary

HighPeak Energy, Inc. (HPK) agreed to sell 450,000 shares of Series A 6.0% Perpetual Convertible Preferred Stock for approximately $450 million in gross proceeds. PT Danantara Energy International agreed to purchase 250,000 shares and PT Tunas Harapan Perkasa 200,000. An $800 million debt commitment letter with Citigroup, N.A. and Fifth Third Bank, National Association is for refinancing the revolving credit agreement; a new reserve-based facility is expected to be completed with the investment closing. The investment is expected to close in the fourth quarter of 2026, subject to customary closing conditions. Its proceeds, initial facility borrowings and available cash are expected to repay the existing $1.17 billion term loan in full.

Series A has no maturity date and cumulative quarterly dividends, expected to commence December 31, 2026, when, as and if declared by the board. From closing to, but excluding, the second anniversary, dividends are 6.0% cash or 7.5% in kind; from the second to, but excluding, the fifth anniversary, 7.5% cash or 9.0% in kind; thereafter, 10.0% per annum. Holders may convert at an initial $9.50 per-share conversion price, subject to customary adjustments.

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Expected full repayment of the $1.17 billion term loan. 1.1× market cap

Negative

• None.

Filing Explained

If completed, conversion can dilute existing common holders; closing also gives each investor a board-nomination right.

The October 6, 2026 agreements to sell Series A preferred are signed but not closed; if the investment closes, each investor may nominate one director to HighPeak’s board.

Each preferred share is convertible at the holder’s option into common stock at an initial $9.50 conversion price, subject to adjustments and accrued unpaid dividends; if conversion occurs, issuing common shares would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

After the third anniversary of closing, HighPeak may redeem the preferred under a price formula intended to produce a 10.0% IRR, and may elect mandatory conversion only if the common-stock closing price exceeds 150% of the conversion price for 30 of 40 consecutive trading days.

The agreements also restrict transfers of the preferred for two years after closing, subject to exceptions, and impose a standstill through the second anniversary.

8-K Event Classification

5 items: 1.01, 3.02, 7.01, 8.01, 9.01

5 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Series A preferred shares: 450,000 shares Gross proceeds: Approximately $450 million Debt commitment: $800 million +5 more

8 metrics

Series A preferred shares 450,000 shares Committed for purchase by the two investors

Gross proceeds Approximately $450 million From the preferred-stock investment

Debt commitment $800 million For refinancing the revolving credit agreement

Term loan $1.17 billion Existing term loan expected to be repaid in full

Initial dividend rates 6.0% cash; 7.5% paid in kind From closing to, but excluding, the second anniversary

Conversion Price $9.50 per share Initial price, subject to customary adjustments

Stated Value $1,000 per share Liquidation preference, plus accumulated but unpaid dividends

Mandatory-conversion threshold 150% of the Conversion Price Company option after the third anniversary, subject to the stated trading-day condition

Key Terms

Perpetual Convertible Preferred Stock, paid in kind, liquidation preference, borrowing base, +1 more

5 terms

Perpetual Convertible Preferred Stock financial

"Series A 6.0% Perpetual Convertible Preferred Stock"

paid in kind financial

"7.5% per annum if paid in kind"

Paid in kind means a borrower or issuer settles interest or dividend obligations by issuing more securities (like extra bonds or shares) instead of paying cash. For investors this matters because it preserves the issuer’s cash but increases the number of securities outstanding, which can raise risk of dilution and change the effective return — like taking more coupons on an ongoing purchase instead of paying with money now.

liquidation preference financial

"a liquidation preference of $1,000 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

borrowing base financial

"initial borrowing base and elected commitments totaling $800 million"

A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.

standstill agreement financial

"a standstill agreement from the period beginning at the closing"

A standstill agreement is a contract in which one party agrees to pause certain actions — such as making new claims, enforcing debt remedies, or pursuing a takeover bid — for a set period so both sides can negotiate or restructure. Think of it as a temporary pause button that reduces immediate pressure and uncertainty; investors care because it can protect value, buy time for a deal or restructuring to be completed, and signal the likelihood and timing of future corporate developments.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is HPK's preferred investment, and what credit commitment was announced?

PT Danantara Energy International and PT Tunas Harapan Perkasa agreed to purchase 450,000 preferred shares for approximately $450 million in gross proceeds. The company also has an $800 million debt commitment connected to refinancing its revolving credit agreement. The investment is expected to close during the fourth quarter of 2026, subject to customary closing conditions.

What are HPK's preferred-stock dividend and conversion terms?

Cumulative dividends are payable quarterly when, as and if declared: 6.0% cash or 7.5% in kind before the second anniversary of closing; 7.5% cash or 9.0% in kind from the second to before the fifth anniversary; and 10.0% thereafter. Holders may convert at an initial $9.50 per-share conversion price, subject to customary adjustments.

When can HPK redeem or require conversion of its preferred stock?

On or after the third anniversary of closing, HighPeak may redeem the preferred stock with 20 business days’ notice at a cash price that, together with cash dividends, would result in a 10.0% IRR. After that anniversary, the company may require conversion if the common-stock closing price exceeds 150% of the conversion price for 30 out of 40 consecutive market trading days.

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

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Available on EDGAR 10/06/2026 - 06:15 AM Accepted by SEC EDGAR 10/06/2026 - 06:15 AM Learn about SEC filing dates

false 0001792849 0001792849 2026-10-06 2026-10-06

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): October 6, 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.

On October 6, 2026 (the “Signing Date”), HighPeak Energy, Inc. (the “Company”) entered into (x) a Securities Purchase Agreement, with PT Danantara Energy International (“DEI”), a subsidiary of PT Danantara Investment Management pursuant to which DEI has agreed to purchase from the Company 250,000 shares of a newly created series of convertible preferred stock, designated as Series A 6.0% Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”) and (y) a Securities Purchase Agreement with PT Tunas Harapan Perkasa (“THP”), a subsidiary of PT Energi Mega Persada Tbk, pursuant to which THP has agreed to purchase from the Company 200,000 shares of Series A Preferred Stock.

The Series A Preferred Stock does not have a maturity date. Cumulative cash dividends on the Series A Preferred Stock will be payable quarterly in arrears, on March 31, June 30, September 30 and December 31 of each year, expected to commence on December 31, 2026, when, as and if declared by the Company's board of directors. Dividends will be paid at a rate (i) from the closing to, but excluding, the second anniversary of the closing, 6.0% per annum if paid in cash or 7.5% per annum if paid in kind, (ii) from the second anniversary to, but excluding, the fifth anniversary of the closing, 7.5% per annum if paid in cash or 9.0% per annum if paid in kind, and (iii) from and after the fifth anniversary of the closing, 10.0% per annum. Each share of Series A Preferred Stock has a liquidation preference of $1,000 per share (the “Stated Value”), plus accumulated but unpaid dividends, and is convertible, at the holder's option at any time into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at the rate per share determined by dividing (i) the sum of (x) the Stated Value per share and (y) the accrued and unpaid dividends since the immediately preceding preferred dividend by (ii) the conversion price in effect as of the date thereof (initially $9.50 per share, but subject to customary adjustments (the “Conversion Price”)). The Series A Preferred Stock may be redeemed by the Company on or after the third anniversary of the closing upon 20 business days’ notice at a cash redemption price equal to an amount that when taken together with any cash dividends would result in a 10.0% IRR (as calculated using the Microsoft Excel XIRR function). The Series A Preferred Stock will be mandatorily convertible at the option of the Company after the third anniversary of the closing if the closing price of the Common Stock exceeds 150% of the Conversion Price for thirty out of forty consecutive market trading days.

Each Securities Purchase Agreement contains certain representations, warranties, covenants and agreements, which include (without limitation), (i) the right by DEI or THP, as applicable, to nominate one individual for election to the Company’s Board of Directors, (ii) restrictions on the transfer of the Series A Preferred Stock for a period of two years following the closing (subject to certain exceptions), and (iii) a standstill agreement from the period beginning at the closing and ending on the second anniversary of the closing.

Additionally, in connection with the closing, the Company will also enter into a registration rights agreement providing for certain demand and piggyback registration rights related to the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

The foregoing description of the Securities Purchase Agreements are subject to and qualified in its entirety by reference to the Securities Purchase Agreements, which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

Item 3.02. Unregistered Sales of Equity Securities

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Series A Preferred Stock pursuant to the Securities Purchase Agreements, the terms of the Series A Preferred Stock, and the shares of Common Stock that may be issued upon conversion of the Series A Preferred Stock is incorporated by reference into this Item 3.02. The Series A Preferred Stock will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The shares of Common Stock that may be issued upon conversion of the Series A Preferred Stock will be offered and sold in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) or Section 3(a)(9) thereof and/or and Regulation D promulgated thereunder.

Item 7.01. Regulation FD Disclosure.

On the Signing Date, the Company issued a press release announcing the sale of Series A Preferred Stock. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01 by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and 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 liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act unless specifically identified therein as being incorporated therein by reference.

Item 8.01.         Other Events

In connection with the Company’s entry into the Securities Purchase Agreements, the Company has also entered into a debt commitment letter for an aggregate amount of $800 million with Citigroup, N.A. and Fifth Third Bank, National Association in connection with the refinancing of the Company’s revolving credit agreement, which is expected to be completed in connection with the closing of the investment.

Item 9.01.         Financial Statements and Exhibits

(d) Exhibits

Exhibit  Number		Description
10.1#		Securities Purchase Agreement, dated as of October 6, 2026, by and between HighPeak Energy, Inc. and PT Danantara Energy International.
10.2#		Securities Purchase Agreement, dated as of October 6, 2026, by and between HighPeak Energy, Inc. and PT Harapan Perkasa.
99.1		Press Release, dated October 6, 2026
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

# Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted attachment to the SEC upon request.

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.
	By:	/s/ Steven W. Tholen
		Name: Steven W. Tholen
		Title: Chief Financial Officer
Dated: October 6, 2026

Exhibit 99.1

NEWS RELEASE

HighPeak Energy Announces Comprehensive Refinancing

Strategic Preferred Equity Investment and Transformational Refinancing Transactions 
to Provide Additional Financial Flexibility

Partnership with PT Danantara Investment Management and PT Energi Mega Persada Tbk

to Support Growth and Value Creation

FORT WORTH, Texas, October 6, 2026--(GLOBE NEWSWIRE)—HighPeak Energy, Inc. (“HighPeak” or the “Company) (NASDAQ: HPK) today announced a comprehensive refinancing through a $450 million preferred equity investment and a new $800 million credit facility.

HighPeak has entered into an agreement with PT Danantara Investment Management (“DIM”) and PT Energi Mega Persada Tbk (IDX: ENRG) (“EMP”) (collectively, the “Investors”), pursuant to which the Investors have committed to purchase 450,000 shares of a newly created series of convertible preferred stock of the Company, to be designated as Series A 6% Perpetual Convertible Preferred Stock (the “Preferred Stock”) for total gross proceeds to the Company of approximately $450 million (the “Investment”).

In connection with the transaction, the Company has been provided with Committed Financing from Citibank, N.A. (“Citibank”) and Fifth Third Bank, N.A. (“Fifth Third”) for a new $800 million reserve-based credit facility (the “RBL”), which is expected to be completed in connection with the closing of the Investment. Together, the proceeds from the Investment, initial borrowings under the new RBL and available cash are expected to allow HighPeak to repay its existing $1.17 billion term loan in full. The Investment is expected to close during the fourth quarter of 2026 (the “Closing Date”), subject to customary closing conditions.

HighPeak’s President and Chief Executive Officer, Michael Hollis said, “Today marks a milestone for HighPeak Energy. This comprehensive refinancing will materially strengthen our balance sheet, significantly reduce our financing burden and enhance our ability to generate long-term value for shareholders. The combination of permanent capital from high-quality investors alongside a new reserve-based lending facility will enable HighPeak to retire its existing term loan and establish a much more effective capital structure.”

DIM is a sovereign fund of the Republic of Indonesia, and EMP is an Indonesia-based upstream oil and gas company. This transaction provides the Investors with exposure to HighPeak’s high-quality Midland Basin asset base, including its significant acreage position, inventory of high-quality drilling locations and infrastructure system, all situated within one of the world’s most prolific hydrocarbon basins. Under the terms of the Investment, DIM and EMP will, among other things, each appoint one director to HighPeak’s Board of Directors.

Mr. Hollis continued, “We expect that this transaction will improve our liquidity profile, materially reduce our annual interest expense, and provide us with greater financial flexibility to focus on disciplined development, free cash flow generation and continued shareholder value creation. We are particularly pleased to welcome our new capital investors, DIM and EMP, who share our long-term vision for the Company and support the direction and priorities we have established going forward. We also appreciate the support of Citibank and Fifth Third in committing to arrange and underwrite our new credit facility. These relationships provide an important foundation for future strategic collaboration as we look ahead to executing our business strategy from a stronger financial position.”

Preferred Stock Details

The Preferred Stock does not have a maturity date. Cumulative cash dividends on the Preferred Stock will be payable quarterly in arrears, on March 31, June 30, September 30 and December 31 of each year, when, as and if declared by the Company's Board of Directors.

Each share of Preferred Stock is convertible, at the holder's option at any time at the rate per share determined by dividing (i) the sum of (x) $1,000 per share and (y) the accrued and unpaid dividends since the immediately preceding preferred dividend by (ii) $9.50 (the “Conversion Price”).

The Preferred Stock may be redeemed by the Company on or after the third anniversary of the Closing Date upon 30 days’ notice at a redemption price equal to an amount that would result in a 10.0% IRR. The Preferred Stock will be mandatorily convertible at the option of the Company after the third anniversary of the Closing Date if the closing price of the Company’s common stock exceeds 150% of the Conversion Price for thirty out of forty consecutive market trading days.

Credit Facility Details

The proposed new senior secured facility is expected to include an initial borrowing base and elected commitments totaling $800 million. Availability under the RBL will be subject to the final borrowing base, elected commitments, outstanding borrowings, letters of credit, financial covenants and other conditions.

Advisors

Vinson & Elkins LLP is acting as legal counsel to HighPeak. Milbank LLP is acting as legal counsel to the Investors. Barclays Bank PLC is acting as financial advisor to DIM, and Citigroup Global Markets Singapore Pte. Ltd. is acting as financial advisor to EMP. Bracewell LLP is acting as legal counsel to Citibank, N.A.

About HighPeak Energy, Inc.

HighPeak Energy, Inc. is a publicly traded independent crude oil and natural gas company, headquartered in Fort Worth, Texas, focused on the acquisition, development, exploration and exploitation of unconventional crude oil and natural gas reserves in the Midland Basin in West Texas.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, with respect to the Investment, the use of proceeds therefrom, the Company’s entry into the RBL and the contemplated refinancing of the Company’s term loan. These forward-looking statements, including statements regarding the intention, completion, timing and option relating to the Investment, the RBL and the refinancing of the Company’s term loan, represent the Company’s expectations or beliefs concerning future events. These forward-looking statements are subject to risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the Investment, the RBL and the refinancing of the Company’s term loan. There can be no assurance that the Company will be able to complete the Investment, enter into the RBL on satisfactory terms or at all or refinance the term loan. When used in this document, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date on which they are made. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids.

Investor Contact:

Ryan Hightower
Executive Vice President, Business Development
817.850.9204
rhightower@highpeakenergy.com

Source: HighPeak Energy, Inc.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 14.2 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1.1 MB
• EX-10.2 EXHIBIT 10.2 1.1 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB