When did the new share repurchase bylaw for ZNOG become effective?

The amendment to Zion Oil & Gas, Inc.’s bylaws authorizing board-approved share repurchases became effective on September 14, 2026, the same date it was approved by the Board of Directors.

Does the new ZNOG bylaw mandate a specific share buyback program or amount?

No. The new bylaw authorizes the Board of Directors to approve share repurchases at fair market value but does not state any specific repurchase program, timing, or amount in this disclosure.

What legal standards must ZNOG share repurchases comply with under the new bylaw?

Any Zion Oil & Gas share buybacks must be disclosed and conducted in compliance with both the Texas Business Organizations Code (TBOC) and applicable federal securities rules, as specified in the new Section 6.7 of the bylaws.

Who approved the ZNOG bylaw change on share repurchases?

The amendment adding the share repurchase authority to Zion Oil & Gas’s bylaws was approved by the Board of Directors on September 14, 2026, based upon the recommendation of management.

Zion Oil & Gas adds board share buyback power

Zion Oil & Gas updated its bylaws to explicitly authorize board-approved share repurchases, effective September 14, 2026.

Available on EDGAR 09/14/2026 - 02:14 PM EDT Accepted by SEC EDGAR 09/14/2026 - 02:13 PM EDT

Filing Impact

(High)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

ZION OIL & GAS INC (ZNOG) reports a bylaw amendment giving its Board of Directors explicit authority to approve repurchases of company shares. New Section 6.7 under Article VI – Stock states that the board may authorize buybacks in the best interests of the corporation and shareholders at fair market value, with any repurchases disclosed and conducted in compliance with the Texas Business Organizations Code and federal securities rules. The board, acting on management’s recommendation, approved this amendment on September 14, 2026, which is also the effective date. The amended bylaws are included as Exhibit 3(i).1.

Filing Explained

The amendment is enabling authority, not a repurchase: as of September 14, 2026, the filing discloses no approved buyback amount, share count, or spending, so no issuer cash outflow or holder ownership change is established.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Effective date of amended bylaws: September 14, 2026 Exhibit 3(i).1: Amended Bylaws as of September 14, 2026 Article and section affected: Article VI, Section 6.7

3 metrics

Effective date of amended bylaws September 14, 2026 Effective date of the bylaw amendment adding Section 6.7 on share repurchases

Exhibit 3(i).1 Amended Bylaws as of September 14, 2026 Filing exhibit containing the full amended bylaws text

Article and section affected Article VI, Section 6.7 New bylaw section titled “REPURCHASING SHARES”

Key Terms

fair market value, Texas Business Organizations Code (TBOC), repurchase of company shares

3 terms

fair market value financial

"approve the repurchase of company shares ... at fair market value"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

Texas Business Organizations Code (TBOC) regulatory

"conducted in compliance with both the TBOC and federal securities rules"

repurchase of company shares financial

"authority ... to approve the repurchase of company shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did ZNOG disclose in this 8-K filing?

ZNOG disclosed an amendment to its bylaws adding Section 6.7, which gives the Board of Directors explicit authority to approve repurchases of company shares at fair market value, subject to compliance with the Texas Business Organizations Code and federal securities rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

September 14, 2026

Date of Report (Date of earliest event reported)

Zion Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

Texas

(State or other jurisdiction of incorporation)

001-33228		20-0065053
(Commission File Number)		(IRS Employer Identification No.)

12222 Merit Drive, Suite 1450, Dallas, TX 75251

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 214-221-4610

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Item 5.03 Amendment to the Bylaws

Under Article VI of the Company’s Bylaws, the following change was made by adding section 6.7 as follows:

ARTICLE VI – STOCK

6.7 REPURCHASING SHARES

The Board of Directors has the authority in these Bylaws to approve the repurchase of company shares in the best interests of the corporation and its shareholders at fair market value. Any share buybacks shall be disclosed and conducted in compliance with both the TBOC and federal securities rules.

Based upon the recommendation of management, the above changes were approved by the Board of Directors on September 14, 2026. The effective date of the amendment to the Amended Bylaws of Zion Oil & Gas, Inc. is September 14, 2026, and the amended Bylaws are provided under Exhibit 3(i).1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3(i).1 – Amended Bylaws of Zion Oil & Gas, Inc., as of September 14, 2026

Exhibit 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 hereto duly authorized.

	Zion Oil and Gas, Inc.


Date: September 14, 2026	By:	/s/ Robert Dunn
		Robert Dunn
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents