Ring Energy (NYSE: REI) awards RSUs and PSUs to new CFO

Rhea-AI Filing Summary

Ring Energy, Inc. granted equity inducement awards to Executive Vice President, Chief Financial Officer and Treasurer Sonu Johl, effective March 5, 2026. The package includes 317,460 restricted stock units and 476,190 performance stock units tied to the company’s common stock, with up to 952,380 shares potentially earned under the PSUs.

The RSUs vest in three equal annual installments beginning March 5, 2027, contingent on continued service. The PSUs cover a performance period from January 1, 2026 through December 31, 2028, with half vesting based on total shareholder return versus a peer group and half on annual cash return on capital employed meeting specified hurdles.

The awards were unanimously approved by the Board, including all independent directors, as an inducement material to Mr. Johl entering employment, under Section 711 of the NYSE American Company Guide. They were granted outside Ring Energy’s 2021 Omnibus Incentive Plan but follow substantially similar terms and conditions.

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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: March 5, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 5, 2026, Ring Energy, Inc. (the “Company”) granted a restricted stock unit (“RSUs”) award for 317,460 RSUs (the “RSU Inducement Award”) and a performance stock unit (“PSUs”) award for 476,190 PSUs (for which up to 952,380 shares may be earned) (the “PSU Inducement Award” and with the RSU Inducement Award, the “Inducement Awards”) to Sonu Johl, Executive Vice President, Chief Financial Officer and Treasurer of the Company, the material terms of which were previously disclosed. The Company and Mr. Johl also entered into (i) a Restricted Stock Unit Inducement Award Agreement, dated March 5, 2026 (the “RSU Agreement”) and (ii) a Performance Stock Unit Inducement Award Agreement, dated March 5, 2026 (the “PSU Agreement”), pursuant to which the Inducement Awards were granted. The RSU Inducement Award will vest in three equal annual installments, subject to Mr. Johl’s continued employment with the Company on the relevant vesting date. The PSU Inducement Award has a performance period of January 1, 2026 to December 31, 2028, subject to performance goals and continued service through December 31, 2028. The PSU Inducement Award will vest as to fifty percent of the PSUs based on the Company’s total shareholder return in relation to its peer group and fifty percent will vest based on the Company’s annual cash return on capital employed meeting certain hurdles.

The foregoing description of the RSU Agreement and the PSU Agreement are qualified in their entirety by the terms of the RSU Agreement and the PSU Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 6, 2026, the Company issued a press release reporting the grant of the Inducement Awards. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

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
10.1						Restricted Stock Unit Inducement Award Agreement dated March 5, 2026 between Ring Energy, Inc. and Sonu Johl
10.2						Performance Stock Unit Inducement Award Agreement dated March 5, 2026 between Ring Energy, Inc. and Sonu Johl
99.1						Press Release dated March 6, 2026.
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:			March 6, 2026			By:			/s/ Paul D. McKinney
									Paul D. McKinney
									Chairman and Chief Executive Officer

FOR IMMEDIATE RELEASE     NYSE American – REI

RING ENERGY REPORTS INDUCEMENT GRANT

The Woodlands, TX – March 6, 2026 – Ring Energy, Inc. (NYSE American: REI) (“Ring” or the “Company”) today reported the grant of inducement awards to Sonu Johl, Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective March 5, 2026.

The inducement awards are comprised of 317,460 restricted stock units in respect of the Company’s common stock (“RSUs”) and 476,190 performance stock units (for which up to 952,380 shares may be earned) in respect of the Company’s common stock (the “PSUs”). The RSUs will vest in three equal annual installments beginning on March 5, 2027, subject to continued service through the applicable vesting date. The PSUs have a performance period of January 1, 2026 to December 31, 2028, subject to performance goals and continued service through December 31, 2028. The PSUs will vest as to fifty percent of the PSUs by the Company’s total shareholder return in relation to its peer group and fifty percent will vest based on the Company’s annual cash return on capital employed meeting certain hurdles.

The inducement awards were unanimously approved by the Company’s Board of Directors, including all independent directors, and was made as an inducement material to Mr. Johl entering into employment with the Company in accordance with Section 711 of the NYSE American Company Guide. While the inducement awards were granted outside of the Company’s 2021 Omnibus Incentive Plan, the awards are subject to terms and conditions substantially consistent with those set forth under such plan.

About Ring Energy, Inc.

Ring Energy, Inc. is an oil and gas exploration, development, and production company with current operations focused on the development of its Permian Basin assets. For additional information, please visit www.ringenergy.com.

Contact Information

Al Petrie Advisors

Al Petrie, Senior Partner

Phone: 281-975-2146

Email: apetrie@ringenergy.com

1

FAQ

What inducement awards did Ring Energy (REI) grant to its CFO?

Ring Energy granted 317,460 restricted stock units and 476,190 performance stock units, with up to 952,380 shares potentially earned. These equity awards were made as an inducement material to Sonu Johl entering into employment as Executive Vice President, Chief Financial Officer and Treasurer.

How do the Ring Energy (REI) RSU awards to the CFO vest?

The restricted stock units granted to Ring Energy’s CFO vest in three equal annual installments beginning on March 5, 2027. Each installment requires Mr. Johl to remain employed with the company through the relevant vesting date, aligning his compensation with longer-term service.

What performance metrics govern Ring Energy (REI) PSU awards?

The performance stock units vest over a January 1, 2026 to December 31, 2028 period. Fifty percent depend on Ring Energy’s total shareholder return versus a peer group, while the remaining fifty percent require meeting annual cash return on capital employed hurdles, alongside continued service through December 31, 2028.

Were the Ring Energy (REI) inducement awards part of its 2021 plan?

The inducement awards were granted outside Ring Energy’s 2021 Omnibus Incentive Plan. However, the company states the RSU and PSU awards are subject to terms and conditions substantially consistent with those used under that plan, maintaining similar governance and structural features for the grants.

Why did Ring Energy (REI) classify these equity grants as inducement awards?

Ring Energy’s Board, including all independent directors, unanimously approved the grants as inducement awards material to Mr. Johl entering employment. This structure complies with Section 711 of the NYSE American Company Guide, allowing equity grants outside shareholder-approved plans specifically to attract key executives.

When did Ring Energy (REI) announce the CFO inducement awards?

Ring Energy reported that the inducement awards were effective March 5, 2026 and issued a press release on March 6, 2026. The company described the equity package, vesting terms, and performance metrics, and identified the awards as part of Mr. Johl’s employment arrangement as CFO and Treasurer.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 6.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 56.8 KB
• EX-10.2 EX-10.2 59.6 KB

Other Documents

• 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