HighPeak Energy, Inc. SEC Filings

HighPeak Energy, Inc. (HPK) filed a mixed shelf on Form S-3. The filing registers a primary offering of up to $300,000,000 of common stock and a resale of up to 108,764,359 shares by selling securityholders. Issuer sales may occur from time to time after effectiveness, with terms to be set in future prospectus supplements. The company states it will use any net proceeds from its own sales for general corporate purposes, which may include debt repayment, acquisitions, capital expenditures and working capital. The company will not receive proceeds from selling securityholder sales.

For context, HPK common stock trades on Nasdaq under “HPK,” and the closing price was $6.36 on October 30, 2025. Shares outstanding were 125,587,093 as of the prospectus date. The resale registration covers shares granted registration rights, including 29,057,783 shares under a Forward Purchase Agreement and 79,706,576 shares under a Registration Rights Agreement. The selling securityholder table lists individual maximums, including John Paul DeJoria Family Trust 15,457,152 and Jack Hightower 13,084,131, among others. Sales may be made in various transactions described under “Plan of Distribution.”

HighPeak Energy (HPK): Initial insider ownership filed. Daniel Silver, Director and Vice President Finance, reported beneficial ownership effective 09/15/2025. He holds 357,501 shares directly and additional common stock held indirectly by family members of 2,709 shares. He also reports stock options covering 365,150 shares and 300,000 restricted stock units, with vesting and expiration schedules described in the footnotes.

This Amendment No. 6 to the Schedule 13D updates ownership and governance details for HighPeak Energy, Inc. (Common Stock). The filing is made by a group of HighPeak-related entities that collectively own approximately 64.4% of the company. Individual cover-page disclosures show holdings such as 44,498,461 shares (35.3%) attributed to HighPeak Energy Partners, LP; 39,642,461 shares (31.4%) to HighPeak Energy, LP; 36,740,593 shares (29.1%) to HighPeak Energy II, LP; and 4,856,000 shares (3.8%) to HighPeak Pure Acquisition, LLC.

The amendment states that on September 15, 2025 Jack Hightower retired from managing the Filing Parties and ceased to be a beneficial owner of more than 5% of the Common Stock. Management of the Filing Parties is now by a three-member committee of Michael Hollis, Daniel Silver and Ryan Hightower, with decisions requiring a majority. The filing also discloses no transactions in the Common Stock by the Filing Parties in the past 60 days.

John Paul DeJoria, both individually and as trustee of the John Paul DeJoria Family Trust, amended a Schedule 13D regarding HighPeak Energy, Inc. (HPK). The filing reports the Trustee beneficially owns 15,457,152 shares, equal to 12.25% of 126,132,288 shares outstanding (per the Companys August 7, 2025 count). The Amendment describes governance changes on September 15, 2025 to the general partner boards of HighPeaks affiliated funds (HP GP 1 and HP GP 2) that give the Trustee rights to reconstitute those boards after notice and certain consultation rights on winding up the funds. The Trustee currently disclaims beneficial ownership of shares held by HighPeak 1 and HighPeak 2 but notes potential ability to influence fund and company affairs and supports the Boards evaluation of strategic alternatives, including a possible sale. The Trustee holds sole voting and dispositive power over the reported 15,457,152 Shares.

Jack Hightower amended his Schedule 13D to report changes in his beneficial ownership of HighPeak Energy, Inc. (HPK) following his retirement from managing the HighPeak Funds. He reports beneficial ownership of 13,084,131 shares, representing 9.8% of the outstanding common stock based on 126,132,288 shares outstanding as of August 31, 2025. That total includes vested stock options and accelerated restricted stock units, with a net issuance of 840,305 shares after tax withholding and an additional 1,532,478 shares to be distributed to him.

The filing discloses a series of open-market purchases from 2022–2024 with specific share counts, prices, and aggregate cash amounts, and states that 3,591,017 shares held directly by Mr. Hightower and interests entitled to 6,312,015 shares are pledged to secure bank loans. Following his retirement, management of the HighPeak Funds shifted to a committee of three individuals. Mr. Hightower states the securities were acquired for investment purposes.

HighPeak Energy announced the retirement and resignation of CEO Jack Hightower and outlined separation terms effective September 15, 2025. The company will fully vest Mr. Hightower's 1,385,500 unvested restricted shares and extend the exercise period for options from 2020 and 2021 to 12 months after the separation date, while options granted in 2022 will be forfeited. Mr. Hightower will receive a cash separation payment of $2,400,000, and the company will register his 1,532,477 founder's shares as soon as reasonably possible. Michael L. Hollis, the company’s President since 2020, will serve as Interim Chief Executive Officer and principal executive officer. The board appointed Daniel Silver as a director and Director Designee of the Principal Stockholder Group; he will continue as Vice President Finance.

HighPeak Energy, Inc. (HPK) submitted a Form 25 notification indicating removal of a class of its securities from listing and/or registration on the Nasdaq Stock Market LLC. The filing includes the issuer's principal office address and telephone number and states that Nasdaq certifies it has complied with the rules governing removal and has reasonable grounds to file the Form 25. The filing does not state which specific rule box was checked or provide a reason or effective date for the removal.

HighPeak Energy (HPK) reported results for the quarter and six months ended June 30, 2025 showing mixed operational and financial performance. For the six months, revenue fell to $457.8 million from $563.0 million a year earlier, while net income rose to $62.5 million from $36.2 million, largely reflecting positive derivative results and lower interest expense. Crude oil and natural gas properties, net, were $2.944 billion and total assets were $3.089 billion.

Liquidity tightened as cash and cash equivalents declined to $21.9 million from $86.6 million at year-end. Long-term debt, net, stood at $1.027 billion (after discounts and issuance cost netting). Derivative instruments had a net asset position of $16.4 million and drove a $18.5 million gain for the six months, reversing prior-period losses. The company discloses significant customer concentration and no allowance for credit losses on receivables.

HighPeak Energy, Inc. furnished a press release announcing its financial and operating results for the second quarter ended June 30, 2025, and attached that press release as Exhibit 99.1 to this Form 8-K. The filing states the press release is being furnished under Item 2.02 and is incorporated by reference into Item 7.01 for Regulation FD purposes.

The Form clarifies the information in this report and Exhibit 99.1 is furnished (not filed) and therefore is not subject to Section 18 liabilities or automatically incorporated into other securities filings unless specifically identified. The report is signed on the company’s behalf by its Chief Financial Officer.