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Jack Hightower Amends Schedule 13D: 13.08M HPK Shares, Pledged Collateral Disclosed

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Hightower remains a significant 9.8% holder with substantial pledged collateral and continued open-market accumulation history.

The filing confirms Mr. Hightower's ongoing material economic stake in HPK at 13,084,131 shares (9.8%). The inclusion of vested options and accelerated RSUs materially contributed to that stake, while the disclosed open-market purchases (multiple dates and price ranges) demonstrate continued accumulation over 2022–2024. The disclosure that millions of shares are pledged to secure bank loans is important for liquidity and control risk: pledged shares can be subject to foreclosure or forced sale if credit terms are breached, potentially pressuring the market. The filing's statement that the securities were acquired for investment purposes is standard; no new activism or change-of-control intent is stated. Overall, this is a materially informative ownership update with mixed implications for shareholder stability.

TL;DR: Retirement and management transition at the HighPeak Funds changes governance but filing shows no explicit change in investment intent.

Mr. Hightower's retirement from managing the HighPeak Funds and the transfer of fund management to a three-person committee is a governance event that may alter decision-making dynamics for the funds that collectively own ~64.4% of HPK (as stated). The Schedule 13D removal of joint filing with the HighPeak Funds and sole filing by Mr. Hightower clarifies his individual position versus fund-held positions. The acceleration of RSU vesting upon retirement and the distribution of additional shares to Mr. Hightower shift share ownership composition between him and the funds. No litigation, immediate transactions, or control actions are disclosed. This is a material governance disclosure but not presented as a change in strategic direction.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
1. Includes (i) 7,117,995 shares of common stock of the Issuer, par value $0.0001 per share (the "Common Stock"), issuable upon the exercise of stock options that have been vested as of the date hereof and (ii) 1,385,500 shares of restricted stock units that fully vested as of the Mr. Hightower's retirement from the Company, of which 545,195 shares of Common Stock were withheld by the Company to satisfy Mr. Hightower's tax withholding obligations, resulting in a net issuance to Mr. Hightower of 840,305 shares of Common Stock (See Item 3). 2. Includes (i) 2,336 shares of Common Stock beneficially owned by Mr. Hightower's family member. 3. Based on 126,132,288 shares of Common Stock outstanding as of August 31, 2025.


SCHEDULE 13D


HIGHTOWER JACK
Signature:/s/ Jack Hightower
Name/Title:Jack Hightower
Date:09/17/2025
Highpeak Energy,Inc

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