Ring Energy (NYSE: REI) outlines 44,444,445-share stock sale plan

Rhea-AI Filing Summary

Ring Energy, Inc. entered into an underwriting agreement with Mizuho Securities USA, BofA Securities, and Raymond James for a previously announced underwritten offering of 44,444,445 shares of its common stock.

The company also granted the underwriters a 30‑day option to purchase up to 6,666,666 additional shares. The transaction is being conducted under an effective shelf registration statement on Form S‑3, using a base prospectus and May 12, 2026 preliminary and final prospectus supplements. Ring Energy agreed to customary indemnification provisions and filed the underwriting agreement and related legal opinion as exhibits.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Key Figures

Base underwritten shares: 44,444,445 shares Underwriters’ option shares: 6,666,666 shares Option period: 30 days +4 more

7 metrics

Base underwritten shares 44,444,445 shares Common stock in underwritten offering

Underwriters’ option shares 6,666,666 shares Additional common shares under 30-day option

Option period 30 days Duration of underwriters’ additional share option

Shelf registration file number 333-283978 Form S-3 shelf used for the offering

Shelf filing date December 20, 2024 Date Form S-3 originally filed

Shelf effective date January 10, 2025 Date Form S-3 became effective

Prospectus supplement date May 12, 2026 Date of preliminary and final prospectus supplements

Key Terms

Underwriting Agreement, shelf registration statement, Form S-3, prospectus supplement, +2 more

6 terms

Underwriting Agreement financial

"On May 12, 2026, Ring Energy, Inc. entered into an underwriting agreement"

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 Underwritten Offering was made pursuant to a 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.

Form S-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-283978)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement financial

"as supplemented by a preliminary prospectus supplement, dated May 12, 2026, and a final prospectus supplement"

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.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Securities Act of 1933 regulatory

"liabilities under the Securities Act of 1933, as amended"

Understanding 8-K Material Events →

FALSE000138419500013841952026-05-122026-05-12

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: May 12, 2026

(Date of earliest event reported)

______________________________________________________________________________________

RING ENERGY, INC.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________________________________

Nevada

001-36057

90-0406406

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1725 Hughes Landing Blvd., Suite 900

The Woodlands, TX 77380

(Address of principal executive offices) (Zip Code)

(281) 397-3699

(Registrant’s telephone number, including area code)

Not Applicable.

(Former name or former address, if changed since last report)

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, $0.001 par value			REI			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. ☐

Item 8.01 Other Events.

On May 12, 2026, Ring Energy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company, and Mizuho Securities USA LLC, BofA Securities, Inc. and Raymond James & Associates, Inc. as representatives of the several underwriters (the “Underwriters”), relating to its previously announced underwritten offering of 44,444,445 shares of Common Stock of the Company (the “Underwritten Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 6,666,666 additional shares of Common Stock.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and to contribute to any payment that the Underwriters may be required to make because of any of those liabilities.

The Underwritten Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-283978) (the “Registration Statement”) that was originally filed on December 20, 2024 with the Securities and Exchange Commission (the “SEC”) and became effective on January 10, 2025, including the prospectus forming a part of the Registration Statement, as supplemented by a preliminary prospectus supplement, dated May 12, 2026, and a final prospectus supplement, dated May 12, 2026, each filed with the SEC pursuant to Rule 424(b) under the Securities Act.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Jones & Keller, P.C. has issued an opinion, dated May 12, 2026, regarding certain legal matters with respect to the Underwritten Offering, a copy of which is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.									Description
1.1									Underwriting Agreement dated May 12, 2026 among Ring Energy, Inc., and Mizuho Securities USA LLC, BofA Securities, Inc., and Raymond James & Associates, Inc. as representatives of the several underwriters named therein.
5.1									Opinion of Jones & Keller, P.C.
23.1									Consent of Jones & Keller, P.C. (included in Exhibit 5.1).
104									Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

						RING ENERGY, INC.
Date:			May 14, 2026			By:			/s/ Sundip S. Johl
									Sundip S. Johl
									Chief Financial Officer

FAQ

What did Ring Energy (REI) announce in this Form 8-K?

Ring Energy entered an underwriting agreement for a previously announced underwritten offering of 44,444,445 shares of common stock. The deal is with Mizuho Securities USA, BofA Securities, and Raymond James, using an effective Form S-3 shelf registration statement and prospectus supplements.

How many Ring Energy (REI) shares are included in the new offering?

The underwritten offering covers 44,444,445 shares of Ring Energy common stock. In addition, the company granted underwriters a 30-day option to purchase up to 6,666,666 extra shares, potentially increasing total shares sold if the option is exercised.

Which banks are underwriting Ring Energy’s (REI) share offering?

The underwriting agreement is with Mizuho Securities USA LLC, BofA Securities, Inc., and Raymond James & Associates, Inc. They act as representatives for several underwriters in the Ring Energy common stock offering described in the Form 8-K.

Under what registration statement is Ring Energy (REI) selling these shares?

The offering is being made under an effective Form S-3 shelf registration statement, File No. 333-283978. This registration was originally filed on December 20, 2024 and became effective on January 10, 2025, with details supplemented by May 12, 2026 prospectus supplements.

What legal opinions are associated with Ring Energy’s (REI) share offering?

Law firm Jones & Keller, P.C. issued a legal opinion dated May 12, 2026 covering certain matters related to the offering. This opinion is filed as Exhibit 5.1, with its consent included as Exhibit 23.1 in the Form 8-K filing.

Does Ring Energy (REI) provide indemnification to the underwriters?

Ring Energy agreed to indemnify the underwriters against certain liabilities, including those under the Securities Act of 1933. The company also agreed to contribute to payments the underwriters may be required to make because of such liabilities, as is typical in this type of agreement.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 216.6 KB
• EX-5.1 EX-5.1 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB