10 unchanged sentences
Based on this evaluation, management believes that the Company’s internal control over financial reporting was effective as of December 31, 2025.
+Added: Weaver and Tidwell, L.L.P., the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report, has also audited the effectiveness of our internal control over financial reporting as of December 31, 2025 and has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025.
+Added: Please see their "Report of Independent Registered Public Accounting Firm" included above.
OTHER INFORMATION
1 unchanged sentence
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2025.
+Added: Second Amendment to Term Loan Credit Agreement
+Added: On March 5, 2026, the Company entered into the Second Amendment to Term Loan Credit Agreement, effective December 30, 2025, whereby, among other things, (i) the Company will be required to maintain an asset coverage ratio of not less than 1.00 to 1.00 for the Fourth Quarter of 2025 and the First Quarter of 2026, representing a 0.25x decrease in the required ratio levels for such quarters, (ii) the Company will be required to maintain a total net leverage ratio of not greater than 2.50 to 1.00 for the Fourth Quarter of 2025 and the First Quarter of 2026, representing a 0.50x increase in the required ratio levels for such quarters, (iii) the Company’s hedging obligations will be increased requiring it to maintain hedging agreements with respect to 75% of its proved developed producing oil production for the period from April 1, 2026 to March 31, 2027 and 60% of its proved developed producing oil production for the period from April 1, 2027 to September 30, 2027, in each case as provided in the January 1, 2026 reserve report and (iv) the Company will be prohibited from making quarterly dividends on its common stock until September 30, 2026.
+Added: For the Second Quarter of 2026 and quarterly periods ending thereafter, the required asset coverage ratio and total net leverage ratio levels will reset to the levels in effect for such quarters prior to these amendments.
+Added: The foregoing description of the Second Amendment to Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment to Term Loan Credit Agreement, a copy of which is filed hereto as Exhibit 10.17 and incorporated by reference herein.
+Added: Third Amendment to Senior Credit Facility Agreement
+Added: On March 5, 2026, the Company entered into the Third Amendment to the Senior Credit Facility Agreement, effective December 30, 2025, whereby, among other things, (i) the Company will be required to maintain an asset coverage ratio of not less than 1.00 to 1.00 for the Fourth Quarter of 2025 and the First Quarter of 2026, representing a 0.25x decrease in the required ratio levels for such quarters, (ii) the Company will be required to maintain a total net leverage ratio of not greater than 2.50 to 1.00 for the Fourth Quarter of 2025 and the First Quarter of 2026, representing a 0.50x increase in the required ratio levels for such quarters, (iii) the Company’s hedging obligations will be increased requiring it to maintain hedging agreements with respect to 75% of its proved developed producing oil production for the period from April 1, 2026 to March 31, 2027 and 60% of its proved developed producing oil production for the period from April 1, 2027 to September 30, 2027, in each case as provided in the January 1, 2026 reserve report and (iv) the Company will be prohibited from making quarterly dividends on its common stock until September 30, 2026.
+Added: For the Second Quarter of 2026 and quarterly periods ending thereafter, the required asset coverage ratio and total net leverage ratio levels will reset to the levels in effect for such quarters prior to these amendments.
+Added: The foregoing description of the Third Amendment to Senior Credit Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment to Senior Credit Facility Agreement, a copy of which is filed hereto as Exhibit 10.18 and incorporated by reference herein.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
3 unchanged sentences
We expect to file a definitive proxy statement with the SEC within 120 days after the close of the year ended December 31, 2025.
+Added: We have adopted a Code of Conduct that applies to all of our directors, officers and employees, including our principal executive, principal financial and principal accounting officers, or persons performing similar functions.
+Added: We have also adopted a Financial Code of Ethics that applies to our principal executive, principal financial and principal accounting officers and other senior financial officers.
+Added: Our Code of Conduct and Financial Code of Ethics are posted on our website at https://ir.highpeakenergy.com on the “Governance Highlights” page under the “Corporate Governance” tab.
+Added: We intend to disclose future amendments and waivers to certain provisions of the Code of Conduct and Financial Code of Ethics on our website within four business days following the date of the amendment or waiver.”
EXECUTIVE COMPENSATION
22 unchanged sentences
Financial statement schedules have been omitted because they either are not required, not applicable, or the information required to be presented is included in the Company’s consolidated financial statements and related notes.
−Removed: Purchase and Sale Agreement, dated as of February 15, 2022, by and among HighPeak Energy, Inc., HighPeak Energy Assets, LLC, Alamo Borden County II, LLC, Alamo Borden County III, LLC and Alamo Borden County IV, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-39464) filed with the SEC on June 23, 2022).
−Removed: Put/Call Agreement, dated as of February 15, 2022, by and among HighPeak Energy, Inc.
−Removed: HighPeak Energy Assets, LLC, Alamo Frac Holdings, LLC, Alamo Exploration and Production, LLC, Crocket Operating LLC, Alamo Borden County II, LLC, Alamo Borden County III, LLC, Alamo Borden County IV, LLC and the other parties signatory thereto (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-39464) filed with the SEC on June 23, 2022).
−Removed: Purchase and Sale Agreement, dated as of April 26, 2022, by and among HighPeak Energy, Inc., HighPeak Energy Assets, LLC, Hannathon Petroleum, LLC and other sellers party thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-39464) filed with the SEC on June 30, 2022).
−Removed: Purchase and Sale Agreement, dated as of June 3, 2022, by and among HighPeak Energy Assets, LLC and Alamo Borden County 1, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-39464) filed with the SEC on June 23, 2022).
Second Amended and Restated Certificate of Incorporation of HighPeak Energy, Inc.
9 unchanged sentences
001-39464) filed with the SEC on August 27, 2020).
−Removed: Amendment and Assignment to Warrant Agreement, dated as of August 21, 2020, by and among Pure Acquisition Corp., Continental Stock Transfer & Trust Company and HighPeak Energy, Inc.
−Removed: (incorporated by reference to Exhibit 4.2 to the Company ’s Current Report on Form 8-K (File No.
−Removed: 333-235313) filed with the SEC on August 27, 2020).
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (File No.
001-39464) filed with the SEC on March 15, 2021).
−Removed: Registration Rights Agreement, dated as of June 27, 2022, by and among HighPeak Energy, Inc., Hannathon Petroleum, LLC, the parties listed as signatories thereto in their capacities as holders of Registrable Securities, and any Transferees thereof which hold Registrable Securities (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-39464) filed with the SEC on June 30, 2022).
HighPeak Energy, Inc.
13 unchanged sentences
001-39464) filed with the SEC on April 2, 2024).
+Added: Second Amendment to Revolving Credit Agreement, dated August 1, 2025, by and among HighPeak Energy, Inc., as borrower, Fifth Third Bank, National Association, as administrative agent, the guarantors party thereto and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’ s Current Report on Form 8-K (File No.
+Added: 001-39464) filed with the SEC on August 4, 2025).
+Added: Master Assignment and First Amendment to Credit Agreement, dated August 1, 2025, by and among HighPeak Energy, Inc., as borrower, the guarantors party thereto, Texas Capital Bank, as administrative agent, Chambers Energy Management, LP, as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’ s Current Report on Form 8-K (File No.
+Added: 001-39464) filed with the SEC on August 4, 2025).
+Added: HighPeak Energy, Inc.
+Added: Change in Control Plan and Summary Plan Description (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K (File No.
+Added: 001-39464) filed with the SEC on September 15, 2025).
Form of Dividend Equivalent Award Agreement (incorporated by reference to Exhibit 10.8 to the Company’ s Quarterly Report on Form 10-Q (File No.
2 unchanged sentences
333-249888) filed with the SEC on November 5, 2020).
−Removed: Form of Amendment to Restricted Stock Agreement.
+Added: Form of Amendment to Restricted Stock Agreement (incorporated by reference to Exhibit 10.10 to the Company’ s Annual Report on Form 10-K (File No.
+Added: 001-39464) filed with the SEC on March 10, 2025).
Form of Cash Award Agreement (incorporated by reference to Exhibit 10.12 to the Company’ s Annual Report on Form 10-K (File No.
3 unchanged sentences
001-39464) filed with the SEC on August 24, 2022).
+Added: Separation Agreement and General Release of Claims by and between the Company and Jack Hightower, effective September 15, 2025 (incorporated by reference to Exhibit 10.1 to the Company’ s Current Report on Form 8-K (File No.
+Added: 001-39464) filed with the SEC on September 16, 2025).
+Added: Second Amendment to Term Loan Credit Agreement, dated March 5, 2026, by and between HighPeak Energy, Inc., as borrower, Texas Capital Bank, as administrative agent, Chambers Energy Management, LP, as collateral agent, and the lenders from time-to-time party thereto.
+Added: Third Amendment to the Senior Credit Facility Agreement, dated as of March 5, 2026, by and between HighPeak Energy, Inc., Fifth Third Bank, National Association, as administrative agent, each Guarantor party thereto and the lenders party thereto.
HighPeak Energy, Inc.
−Removed: Insider Trading Policy.
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company ’ s Annual Report on Form 10-K (File No.
+Added: 001-39464) filed with the SEC on March 10, 2025).
List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’ s Annual Report on Form 10-K (File No.
27 unchanged sentences
Furnished herewith.
+Added: Management contract or compensatory plan or agreement.
Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
16 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ JACK HIGHTOWER
−Removed: Chairman of the Board of Directors and Chief Executive
−Removed: Officer (Principal Executive Officer)
+Added: /s/ MIKE HOLLIS
+Added: President and Chief Executive Officer (Principal Executive Officer)
March 11, 2026
−Removed: Jack Hightower
/s/ STEVEN THOLEN
7 unchanged sentences
March 11, 2026
+Added: Chairman of the Board
March 11, 2026
2 unchanged sentences
Sharon Fulgham
−Removed: /s/ MICHAEL L.
−Removed: President and Director
March 11, 2026
+Added: /s/ DANIEL SILVER
+Added: Executive Vice President and Director
March 11, 2026
+Added: Daniel Silver
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.