Riley Exploration Permian (NYSE: REPX) monetizes Dovetail Midstream in $111M sale

Rhea-AI Filing Summary

Riley Exploration Permian, Inc. entered into a definitive agreement on December 3, 2025 to sell all membership interests in its wholly owned subsidiary Dovetail Midstream, LLC to Targa Northern Delaware LLC for an aggregate cash purchase price of approximately $111 million, subject to customary adjustments. The assets include midstream infrastructure projects in Eddy County, New Mexico. The company plans to use the closing proceeds to reduce borrowings under its credit facility and to pay income taxes and transaction costs related to the deal.

The company may earn up to an additional $60 million in cash over a five-year period if certain volume-based performance thresholds are achieved. The agreement also provides for a subsequent sale of certain compressor station assets for approximately $10 million at a later closing anticipated no later than the first quarter of 2026, contingent on specified closing conditions. The company issued a press release on December 4, 2025 announcing completion of the initial midstream sale.

Insights

Energy sector M&A analyst

Riley monetizes midstream assets for cash, debt reduction, and contingent upside.

Riley Exploration Permian is converting a non-core midstream subsidiary, Dovetail Midstream, into immediate and potential future cash. The company sold all membership interests in Dovetail to Targa Northern Delaware LLC for approximately $111 million in cash, with customary price adjustments. These assets consist of midstream infrastructure projects in Eddy County, New Mexico, which are now fully transferred out of the corporate structure.

Management states that closing proceeds will be used to reduce borrowings on the company’s credit facility and to cover income taxes and transaction costs associated with the transaction. Reducing credit facility borrowings can lower interest expense and increase available liquidity, although the filing does not quantify these effects. The company also retains exposure to the assets’ future performance through an earn-out of up to $60 million in cash over a five-year period, contingent on meeting specified volume-based thresholds.

In addition, the agreement contemplates a subsequent sale of certain compressor station assets for approximately $10 million, with a closing anticipated no later than the first quarter of 2026, subject to closing conditions. The actual impact on cash flows and leverage will depend on the final purchase price adjustments, achievement of the earn-out metrics over the five-year period, and successful completion of the later compressor asset sale.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

0001001614FALSE00010016142025-12-032025-12-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

(Amendment No. 1)

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 3, 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 1.01 Entry into a Material Definitive Agreement.

On December 3, 2025 (the “Closing Date”), 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”). Closing proceeds from the transaction will be used to reduce borrowings on the Company’s credit facility and to pay income taxes and transaction costs associated with the transaction. The Company also has the right to earn up to an additional $60 million earn out in cash contingent on achieving certain volume-based performance thresholds over a five-year period. The closing of the Midstream Sale took place simultaneously with execution of the Purchase Agreement. The Purchase Agreement also provides for the sale by the Company to Buyer of certain compressor station assets at a subsequent closing date anticipated to occur no later than the first quarter of 2026 for an aggregate cash purchase price of approximately $10 million, subject to the satisfaction of certain closing conditions.

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 is attached hereto as Exhibit 2.1 and is incorporated herein by reference. Pursuant to Item 601(b)(10)(iv) of Regulation S-K, the Company has 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 7.01 Regulation FD Disclosure.

On December 4, 2025, the Company issued a press release announcing the completion of the Midstream Sale. A copy of the press release is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2. of Form 8-K, the information furnished pursuant to Item 7.01 in this Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(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			Press Release dated December 4, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

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 4, 2025			By:			/s/ Philip Riley
									Philip Riley
									Chief Financial Officer and Executive Vice President of Strategy

FAQ

What transaction did Riley Exploration Permian (REPX) announce in this 8-K?

Riley Exploration Permian disclosed that its subsidiary, Riley Exploration - Permian, LLC, entered into a purchase and sale agreement with Targa Northern Delaware LLC to sell all membership interests in Dovetail Midstream, LLC, which owns midstream infrastructure projects in Eddy County, New Mexico.

How much cash is Riley Exploration Permian (REPX) receiving from the Dovetail Midstream sale?

The company agreed to an aggregate cash purchase price of approximately $111 million, subject to customary purchase price adjustments, for the sale of all membership interests in Dovetail Midstream, LLC.

How will Riley Exploration Permian (REPX) use the proceeds from the midstream asset sale?

Riley Exploration Permian plans to use the closing proceeds to reduce borrowings on its credit facility and to pay income taxes and transaction costs associated with the midstream sale.

Does Riley Exploration Permian (REPX) have potential additional consideration from this transaction?

Yes. The company has the right to earn up to an additional $60 million in cash over a five-year period if certain volume-based performance thresholds related to the assets are achieved.

What is the significance of the compressor station assets mentioned for REPX?

The purchase agreement includes a provision for Riley Exploration Permian to sell certain compressor station assets to Targa Northern Delaware LLC at a subsequent closing for approximately $10 million in cash, anticipated to occur no later than the first quarter of 2026, subject to closing conditions.

Did Riley Exploration Permian (REPX) issue a press release about the Dovetail Midstream sale?

Yes. On December 4, 2025, the company issued a press release announcing completion of the midstream sale, which is furnished as Exhibit 99.1 to the report.