Riley Exploration Permian, Inc. Reports Material Event

Riley Exploration Permian, Inc. completed the second closing of its previously announced midstream asset sale to Targa Northern Delaware LLC.

Rhea-AI Filing Summary

Riley Exploration Permian, Inc. completed the second closing of its previously announced midstream asset sale to Targa Northern Delaware LLC. The transaction includes the sale of all membership interests in Dovetail Midstream, LLC, which holds midstream infrastructure projects in Eddy County, New Mexico, for an aggregate cash purchase price of approximately $111 million, subject to customary adjustments. It also includes a separate sale of certain compressor station assets for approximately $10 million in cash plus reimbursement of $1.4 million of capital improvements at a later closing date, which occurred on December 24, 2025.

The company provided unaudited pro forma condensed consolidated financial statements, including a balance sheet as of September 30, 2025 and statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024, to show the effect of the midstream sale.

Insights

Energy sector M&A analyst

Riley completes sale of midstream assets and provides pro forma financials.

Riley Exploration Permian, Inc. has finalized the second closing of its midstream divestiture to Targa Northern Delaware LLC. The package includes all membership interests in Dovetail Midstream, LLC for an aggregate cash purchase price of approximately $111 million, plus a separate sale of compressor station assets for approximately $10 million and reimbursement of $1.4 million of capital improvements.

This shifts ownership of certain midstream infrastructure in Eddy County, New Mexico, out of the company’s portfolio and into a dedicated midstream buyer. The cash consideration and reimbursement are contractual figures; specific uses of these funds are not described in the excerpt, so the direct impact on capital allocation, leverage, or drilling activity depends on decisions management may outline elsewhere.

The company also supplied unaudited pro forma condensed consolidated financial statements as of September 30, 2025 and for the nine months then ended, as well as for the year ended December 31, 2024. These pro formas apply Article 11 of Regulation S-X to illustrate how the balance sheet and results of operations would look after removing the sold midstream and compressor assets, giving investors a standardized view of the business post-transaction.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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Accepted by SEC EDGAR 12/30/2025 - 06:08 AM EST Learn about SEC filing dates

0001001614FALSE00010016142025-12-242025-12-24

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): December 24, 2025

Riley Exploration Permian, Inc.

(Exact name of registrant as specified in its charter)

Delaware			1-15555			87-0267438
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

29 E. Reno Avenue, Suite 500

Oklahoma City, Oklahoma 73104

Address of Principal Executive Offices, Including Zip Code)

405-415-8699

(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 (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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, par value $0.001 per share

REPX

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 o

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. o

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Current Report on Form 8-K filed on December 4, 2025 (the “Prior 8-K”) with the Securities and Exchange Commission, on December 3, 2025, Riley Exploration - Permian, LLC. (“REP LLC”), a wholly-owned subsidiary of Riley Exploration Permian, Inc. (“REPX,” together with REP LLC, hereinafter referred to as the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Targa Northern Delaware LLC (“Buyer”), pursuant to which the Company sold to Buyer all of the membership interests in Dovetail Midstream, LLC, a wholly owned subsidiary of the Company that holds certain midstream infrastructure projects in Eddy County, New Mexico, for an aggregate cash purchase price of approximately $111 million, subject to customary purchase price adjustments (the “Midstream Sale”). The Midstream Sale also provided for the sale by the Company to Buyer of certain compressor station assets for an aggregate cash purchase price of approximately $10 million plus reimbursement of $1.4 million of capital improvements at a subsequent closing date (the “Second Closing”), subject to the satisfaction of certain closing conditions. The initial closing of the Midstream Sale took place on December 3, 2025, and the Second Closing occurred on December 24, 2025.

The foregoing description of the Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was attached to the Prior 8-K as Exhibit 2.1 and is incorporated herein by reference. Pursuant to Item 601(b)(10)(iv) of Regulation S-K, the Company redacted from the filed copy of the Purchase Agreement certain information that is both (i) not material and (ii) is the type of information that the Company treats as private or confidential.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

Unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2025, and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025, and the year ended December 31, 2024, are attached hereto as Exhibit 99.1 and incorporated herein by reference. These unaudited pro forma financial statements give effect to the Midstream Sale on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.

(d)    Exhibits

Exhibit No.			Description
2.1			Purchase and Sale Agreement dated December 3, 2025, by and between Riley Exploration - Permian, LLC and Targa Northern Delaware LLC.
99.1			Unaudited pro forma condensed consolidated balance sheet of Riley Exploration Permian, Inc. as of September 30, 2025, and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025, and the year ended December 31, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

						RILEY EXPLORATION PERMIAN, INC.
Date:			December 30, 2025			By:			/s/ Philip Riley
									Philip Riley
									Chief Financial Officer and Executive Vice President of Strategy