What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-11-05 compared with 2025-08-11 · 56 added, 29 removed, 134 unchanged (39% of the section changed)

1 unchanged sentence

Except as set forth below, there has been no material change in the Company's risk factors that were described in the Company’s Annual Report.

We are currently a “ controlled company ” within the meaning of Nasdaq rules and qualify for exemptions from certain corporate governance requirements.

As a result, stockholders do not have the same protections afforded to stockholders of companies that are not exempt from such corporate governance requirements.

It is anticipated that we will cease to be a controlled company following the end of year, but that over a majority of our shares will still be held by the HighPeak Funds, the John Paul DeJoria Family Trust and the John Paul DeJoria Dynasty Trust .

The HighPeak Funds have and, following the HighPeak II Distribution expected early next year, the John Paul DeJoria Family Trust and John Paul DeJoria Dynasty Trust, will have significant influence over us.

The HighPeak Funds collectively own a majority of HighPeak Energy’s outstanding voting stock.

Therefore, HighPeak Energy is a controlled company within the meaning of Nasdaq corporate governance standards.

Following Mr.

Jack Hightower’s retirement, the HighPeak Funds are managed by a committee comprised of Mr.

Hollis, Daniel Silver and Ryan Hightower, each of whom also serve as President and Chief Executive Officer, Executive Vice President and Executive Vice President of the Company, respectively.

Under Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, company or group of persons acting together is a controlled company and may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that:

a majority of the Board consist of independent directors under Nasdaq rules;

the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

A majority of the HighPeak Energy board members are independent and both the Nominating and Governance Committee and Compensation Committees are composed solely of independent members of the board.

These requirements will not apply to HighPeak Energy as long as it remains a controlled company.

In connection with Mr.

Jack Hightower’s retirement, the HighPeak Funds have agreed that HighPeak II will likely distribute its shares early next year (the “HighPeak II Distribution”), at which time HighPeak Energy will cease to be a controlled company.

Following the HighPeak II Distribution and the distribution of 1,532,478 founder shares to Mr.

Jack Hightower, the HighPeak Funds will own approximately 34.2% of our common stock, and approximately 35.8% of our common stock will be owned by the John Paul DeJoria Family Trust and the John Paul DeJoria Dynasty Trust.

Such beneficial ownership by HighPeak Funds, the John Paul DeJoria Family Trust and the John Paul DeJoria Dynasty Trust of our voting interests could limit the ability of our other stockholders to approve transactions they may deem to be in the best interests of our Company or delay or prevent changes in control or changes in our management.

As long as the HighPeak Funds and, following the HighPeak II Distribution, the John Paul DeJoria Family Trust and John Paul DeJoria Dynasty Trust continue to own or control a significant percentage of outstanding voting power, they may have the ability to strongly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our board of directors, any amendment of our Second Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets.

Moreover, this concentration of stock ownership by our significant stockholders may also adversely affect the trading price of our common stock to the extent investors perceive a disadvantage in owning stock of a company with stockholders who own such a significant percentage of our voting securities .

Further, following the HighPeak II Distribution, because HighPeak Energy will cease to be a controlled company, any action required or permitted to be taken by the stockholders of the Company must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders.

Crude oil, NGL and natural gas prices are volatile.

2 unchanged sentences

The markets for crude oil and natural gas have been volatile historically and are likely to remain volatile in the future.

For example, during the period from January 1, 2021 through March 31, 2025, the calendar month average NYMEX WTI crude oil price per Bbl ranged from a low of $52.10 to a high of $114.34, and the last trading day NYMEX natural gas price per MMBtu ranged from a low of $1.58 to a high of $9.35.

One of the factors which caused the fall in prices was OPEC being unable to reach an agreement on production levels for crude oil, which resulted in Saudi Arabia and Russia initiating efforts to increase production.

For example, during the period from January 1, 2021 through September 30, 2025, the calendar month average NYMEX WTI crude oil price per Bbl ranged from a low of $52.10 to a high of $114.34, and the last trading day NYMEX natural gas price per MMBtu ranged from a low of $1.58 to a high of $9.35.

One of the factors which caused the fall in prices was OPEC and its non-OPEC allies, known collectively as OPEC+, being unable to reach an agreement on production levels for crude oil, which resulted in Saudi Arabia and Russia initiating efforts to increase production.

The convergence of these events, along with the significantly reduced demand because of the COVID-19 pandemic, created an unprecedented global crude oil and natural gas supply and demand imbalance, reduced global crude oil and natural gas storage capacity, caused crude oil and natural gas prices to decline significantly and resulted in continued volatility in crude oil, NGL and natural gas prices.

Prices have recovered to pre-pandemic levels, with the calendar month average NYMEX WTI crude oil price of $67.33 per Bbl and the last trading day NYMEX natural gas price of $3.20 per MMBtu for the month of June 2025.

Prices have recovered to pre-pandemic levels, with the calendar month average NYMEX WTI crude oil price of $63.53 per Bbl and the last trading day NYMEX natural gas price of $2.867 per MMBtu for the month of September 2025.

However, there can be no certainty that commodity prices will sustain at these levels or continue to increase.

6 unchanged sentences

domestic and global political and economic conditions, such as the change in U.S.

presidential administration, the ongoing conflict in Ukraine, the Israel-Hamas conflict, the Israel-Iran conflict, socio-political unrest and instability, terrorism or hostilities in or affecting other producing regions or countries, including the Middle East, Africa, South America and Russia;

presidential administration, the ongoing war between Russia and Ukraine, conflicts in the Middle East, socio-political unrest and instability, terrorism or hostilities in or affecting other producing regions or countries, including the Middle East, Africa, South America and Russia;

the occurrence or threat of epidemic or pandemic diseases, such as COVID-19, or any government response to such occurrence or threat;

actions of OPEC, its members and other state-controlled crude oil companies relating to crude oil price and production controls;

actions of OPEC or OPEC+, its members and other state-controlled crude oil companies relating to crude oil price and production controls;

the level of global exploration, development and production;

18 unchanged sentences

On April 2, 2025, the United States announced a baseline tariff on all foreign goods, with goods imported from specified nations, including China and those in the European Union, subject to higher tariff rates.

Since then, there have been delays of imposition of tariffs while the United States negotiates with those countries, and the extent of such delays and the ultimate outcome and impacts cannot be predicted at this time.

Since then, there have been delays of imposition of tariffs while the United States negotiates with those countries, as well as litigation seeking to restrict and/or delay the implantation of such tariffs, and the extent of such delays and the ultimate outcome and impacts cannot be predicted at this time.

It remains unclear to what extent, upon which countries, and upon which terms, tariffs may be levied and, to the extent that such trade policies impact our supply chain, we may not be able to fully mitigate the impact of these increased costs or pass price increases on to our customers.

15 unchanged sentences

The ability to make these capital expenditures will be highly dependent on the price of crude oil and available funding of HighPeak Energy.

Commodity prices have declined in the first half of 2025, with the calendar month average NYMEX WTI price of $67.33 per Bbl and last trading day NYMEX natural gas price of $3.20 per MMBtu for the month of June 2025.

Commodity prices have declined in the first nine months of 2025, with the calendar month average NYMEX WTI price of $63.53 per Bbl and last trading day NYMEX natural gas price of $2.867 per MMBtu for the month of September 2025.

We ran a two-rig program for the majority of 2024.

7 unchanged sentences

For example, due to the high levels of inflation in the United States, the Federal Reserve and other central banks increased interest rates multiple times in 2022 and 2023, and began decreasing rates with three rate cuts toward the end of 2024.

The Federal Reserve has kept interest rates steady thus far in 2025, and citing the unknown effects of the Trump Administration’s trade policies on inflation, it has indicated that it may resume such decreases, although uncertainty remains as to when or if such elevated rates may be decreased further.

The Federal Reserve kept interest rates steady in 2025 citing the unknown effects of the Trump Administration’s trade policies on inflation, but it resumed such decreases in September 2025, although uncertainty remains as to when or if such elevated rates may be decreased further.

Such increased interest rates have increased the cost of capital and may prevent us from being able to obtain debt financing at favorable rates, or at all, which would materially impact our operations.

In addition, conditions in the global capital markets have been volatile due to uncertainty around tariff rates and trade policies, the conflict in Ukraine, the Israel-Hamas conflict, the Israel-Iran conflict or otherwise, making terms for certain types of financing difficult to predict, and in certain cases, resulting in certain types of financing being unavailable.

In addition, conditions in the global capital markets have been volatile due to uncertainty around tariff rates and trade policies, the ongoing war between Russia and Ukraine, conflicts in the Middle East or otherwise, making terms for certain types of financing difficult to predict, and in certain cases, resulting in certain types of financing being unavailable.

Further, the issuance of additional indebtedness would require that an additional portion of cash flow from operations be used for the payment of interest and principal on its indebtedness, thereby further reducing its ability to use cash flow from operations to fund working capital, capital expenditures and acquisitions.

9 unchanged sentences

proved reserves;

the amount of hydrocarbons we are able to produce from its wells;

the amount of hydrocarbons we are able to produce from our wells;

Our ability to acquire, locate and produce new reserves;

2 unchanged sentences

production interruptions or curtailments from time-to-time related to third-party infrastructure downtime or delays in third-party installation of infrastructure, including electrical power supply, that affects our ability to produce our crude oil and natural gas;

the duration and scope of the ongoing war between Russia and Ukraine and conflict in the Middle East, including between Israel and Hamas and between Israel and Iran;

Our ability to obtain storage capacity for the crude oil it produces;

the duration and scope of the ongoing war between Russia and Ukraine and conflicts in the Middle East;

Our ability to obtain storage capacity for the crude oil we produce;

restrictions in the instruments governing our debt on our ability to incur additional indebtedness;

2 unchanged sentences

If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to it, if at all, due to elevated interest rates and associated policies of the Federal Reserve, or otherwise.

If cash flow generated by our operations or available debt financing are insufficient to meet its capital requirements, the failure to obtain additional financing could result in a curtailment of the development of our properties, which in turn could lead to a decline in reserves and production and could materially and adversely affect our business, financial condition and results of operations.

If cash flow generated by our operations or available debt financing are insufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of the development of our properties, which in turn could lead to a decline in reserves and production and could materially and adversely affect our business, financial condition and results of operations.

If we seek and obtain additional financing, subject to the restrictions in the instruments governing its existing debt, the addition of new debt to existing debt levels could intensify the operational risks that we will face.

7 unchanged sentences

Future collateral requirements will depend on arrangements with counterparties, highly volatile crude oil, NGL and natural gas prices and interest rates.

In addition, derivative arrangements could limit the benefits to be received from increases in the prices for natural gas, NGL and crude oil, which could also have an adverse effect on HighPeak Energy’s financial condition.

If natural gas, NGL or crude oil prices upon settlement of derivative swap contracts exceed the price at which commodities have been hedged, we will be obligated to make cash payments to counterparties, which could, in certain circumstances, be significant.

In addition, derivative arrangements could limit the benefits to be received from increases in the prices for crude oil, NGL and natural gas, which could also have an adverse effect on HighPeak Energy’s financial condition.

If crude oil, NGL and natural gas prices upon settlement of derivative swap contracts exceed the price at which commodities have been hedged, we will be obligated to make cash payments to counterparties, which could, in certain circumstances, be significant.

HighPeak Energy experiences periods of higher costs when commodity prices rise and inflation may adversely affect our operating results, which could negatively impact our profitability, cash flow and ability to complete development activities as planned.

9 unchanged sentences

Due to the high levels of inflation, the Federal Reserve and other central banks increased interest rates multiple times in 2022 and 2023, and began decreasing rates with three rate cuts toward the end of 2024.

The Federal Reserve kept interest rates steady in 2025 citing the unknown effects of the Trump Administration’s trade policies on inflation, but resumed such decreases in September 2025, although uncertainty remains as to when or if such rates may be decreased further.

Higher crude oil and natural gas prices, continued inflation and supply chain issues as well as an increase in demand for services may cause the costs of materials and services to continue to rise.

1 unchanged sentence

Volatility in the political, legal and regulatory environments as a result of the change in the U.S.

presidential administration and political instability or armed conflict in crude oil or natural gas producing regions, such as the ongoing war between Russia and Ukraine, the Israel-Hamas conflict, the Israel-Iran conflict and OPEC policy decisions could have a material adverse impact on our business, financial condition or future results.

Our business, financial condition and future results are subject to political and economic risks and uncertainties, including volatility in the political, legal and regulatory environments as a result of the imposition of and changes in tariffs and instability resulting from civil unrest, political demonstrations, mass strikes or armed conflict or other crises in crude oil or natural gas producing areas such as the ongoing war between Russia and Ukraine, the Israel-Hamas conflict and the Israel-Iran conflict.

presidential administration and political instability or armed conflict in crude oil or natural gas producing regions, such as the ongoing war between Russia and Ukraine, conflicts in the Middle East and OPEC+ policy decisions could have a material adverse impact on our business, financial condition or future results.

The United States and other countries and certain international organizations have imposed broad-ranging and severe economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response, and additional sanctions may be imposed in the future.

1 unchanged sentence

The length, impact, and outcome of the ongoing war between Russia and Ukraine is highly unpredictable, and such events or any further hostilities in Ukraine or elsewhere could severely impact the world economy and may adversely affect our financial condition.

Furthermore, escalations of the Israel-Hamas or the Israel-Iran conflicts may result in heightened geopolitical risks for crude oil and natural gas markets, given the significant share of global oil supply in the Middle East.

Furthermore, escalations of conflicts in the Middle East may result in heightened geopolitical risks for crude oil and natural gas markets, given the significant share of global oil supply in the Middle East.

While the Company does not have operations overseas, these conflicts elevate the likelihood of supply chain disruptions, heightened volatility in crude oil and natural gas prices and negative effects on our ability to raise additional capital when required and could have a material adverse impact on our business, financial condition or future results.

1 unchanged sentence

It is believed that many OPEC+ countries will be unable to increase their production levels or even produce at expected levels due to their lack of capital investments in developing incremental crude oil supplies over the past few years.

In April 2025, OPEC began phasing out a 2.2 million Bopd reduction in oil production, which it had previously postponed due to a slowdown in global demand and rising output surrounding the global economic and crude oil market outlooks.

OPEC+ began phasing out a 2.2 million Bopd reduction in oil production in April 2025, which it had previously postponed due to a slowdown in global demand and rising output surrounding the global economic and crude oil market outlooks, and approved another crude oil production increase of 137,000 Bopd in October 2025.

Furthermore, sanctions and import bans on Russian crude oil have been implemented by various countries in response to the war in Ukraine, further impacting global crude oil supply.

Still, crude oil and natural gas prices have declined from the highs experienced in second quarter of 2022 and could decrease or increase with any changes in demand due to, among other things, uncertainty and volatility from global supply chain disruptions attributable to the pandemic, the ongoing conflict in Ukraine, the Israel-Hamas conflict, the Israel-Iran conflict, international sanctions, speculation as to future actions by OPEC, increasing inflation and government efforts to reduce inflation, and possible changes in the overall health of the global economy, including a prolonged recession.

Still, crude oil and natural gas prices have declined from the highs experienced in second quarter of 2022 and could decrease or increase with any changes in demand due to, among other things, uncertainty and volatility from global supply chain disruptions attributable to the pandemic, the ongoing war between Russia and Ukraine, conflicts in the Middle East, international sanctions, speculation as to future actions by OPEC+, increasing inflation and government efforts to reduce inflation, and possible changes in the overall health of the global economy, including a prolonged recession.

Further, the volatility in crude oil and natural gas prices could accelerate a transition away from fossil fuels, resulting in reduced demand over the longer term.

15 unchanged sentences

The Principal Stockholder Group has significant influence over HighPeak Energy.

The Principal Stockholder Group owns approximately 68% of our common stock as of June 30, 2025.

This includes an aggregate of approximately one million shares of common stock purchased by the Principal Stockholder Group in connection with the Company’s underwritten equity offering in July 2023, which further increased the Principal Stockholder Group’s ownership in the Company.

The Principal Stockholder Group owns approximately 65% of our common stock as of September 30, 2025.

As long as the Principal Stockholder Group owns or controls a significant percentage of our outstanding voting power, subject to the terms of the Stockholders’ Agreement, they will have the ability to influence certain corporate actions requiring stockholder approval.

Under the Stockholders’ Agreement, the Principal Stockholder Group will be entitled to nominate a specified number of directors for appointment to the Board so long as the Principal Stockholder Group meets certain ownership criteria outlined in the Stockholders’ Agreement.

If one of our executive officers were forced to sell shares of our common stock that he has pledged to secure certain personal loan obligations, such sales could cause our stock price to decline.

Certain banking institutions have made extensions of credit to Jack Hightower, our Chief Executive Officer, a portion of which was used to purchase shares of common stock in the public market and in certain of our public offerings and private placements at the same prices offered to third-party participants in such offerings and placements.

If one of our former executive officers were forced to sell shares of our common stock that he has pledged to secure certain personal loan obligations, such sales could cause our stock price to decline.

Certain banking institutions have made extensions of credit to Jack Hightower, our former Chief Executive Officer, a portion of which was used to purchase shares of common stock in the public market and in certain of our public offerings and private placements at the same prices offered to third-party participants in such offerings and placements.

We are not a party to these loans, which are primarily secured by pledges of shares of our common stock currently owned directly by Mr.

Hightower and 6,624,005 shares of HighPeak common stock held indirectly by Mr.

Hightower via his interests in HighPeak Energy Partners, LP and HighPeak Energy Partners GP, LP.

Jack Hightower and shares of HighPeak common stock held indirectly by Mr.

Jack Hightower via his interests in the HighPeak Funds and HPK GP.

If the price of our common stock were to decline or such loans were to reach maturity without renewal, Mr.

Hightower may be forced by one or more of the banking institutions to sell, or the applicable banking institution may elect to sell, shares of HighPeak common stock or interests in the HighPeak funds (and such HighPeak shares owned by such funds may be distributed and sold in order to avoid foreclosure of those interests in the HighPeak funds) to satisfy his applicable loan obligations if he could not do so through other means.

Jack Hightower may be forced by one or more of the banking institutions to sell, or the applicable banking institution may elect to sell, shares of HighPeak common stock or interests in the HighPeak Funds to satisfy his applicable loan obligations if he could not do so through other means.

Any such sales could adversely affect the trading market and trading price of our common stock, as well as significantly reduce Mr.

Hightower’s ownership in the Company.

Jack Hightower’s ownership in the Company.

Recent management changes could disrupt our operations and impair our ability to attract and retain key personnel.

We have experienced recent changes to our senior management team, including the departure of our Chief Executive Officer, Jack Hightower, in September 2025 when our President, Michael Hollis, was named Interim Chief Executive Officer.

Subsequent to quarter end on November 4, 2025, the Board named Michael Hollis President and Chief Executive Officer.

Changes in our senior management and uncertainty regarding pending changes may disrupt our operations, impact customer and partner relationships, and impair our ability to recruit and retain other needed personnel.

Any such disruption or impairment could have an adverse effect on our business.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors