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): ~~February~~March 412, 2026

VAALCO Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32167

76-0274813

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

2500 CityWest Blvd. Suite 400Houston,Texas

77042

2500 CityWest Blvd. Suite 400Houston, Texas

77042

(Address of principal executive offices)

(Zip Code)

(713) 623-0801

(Registrant’s telephone number, including area code):

Not Applicable

(Former Name or former address if changed since last report.)

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:


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 $0.10	EGY	New York Stock Exchange
Common Stock, par value $0.10	EGY	London Stock Exchange

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 12.0102. Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~February~~March 412, 2026, VAALCO Energy ~~Canada~~, Inc. (the “~~Seller~~Company”), issued a ~~wholly-owned~~press ~~indirect~~release ~~subsidiary~~announcing ofits ~~VAALCO~~financial ~~Energy,~~results ~~Inc.,~~for (the ~~“Company”,~~fourth ~~“we”~~quarter and ~~“us”)~~full ~~entered~~year ~~into~~of an2025 ~~Asset Purchase~~ and ~~Sale~~guidance ~~Agreement~~for (the ~~“Asset~~first ~~Purchase~~quarter ~~Agreement”)~~2026 ~~with Petrus Resources Corp. (the “Buyer”)~~ and, ~~solely for~~ the ~~purposes~~total ofyear ~~Section 9~~2026.7 ~~therein,~~A ~~Petrus~~copy ~~Resources~~of ~~LTD. (~~the ~~“Buyer Guarantor”), providing for the purchase by Buyer of substantially all of Seller~~Company’s ~~assets~~press ~~and~~release ~~liabilities,~~is ~~which~~furnished ~~constitute~~as ~~the~~Exhibit ~~Canadian~~99.1 ~~land assets and related liabilities we acquired pursuant~~ to ~~the~~this ~~terms~~Current ofReport ~~our~~on ~~business~~Form combination with TransGlobe Energy Corporation in October 2022 (the “Assets,” together with the transactions contemplated by the Asset Purchase Agreement referred to herein as the “Canadian Asset Sale”)8-K.

InPresentation ~~consideration~~slides ~~for~~accompanying ~~the~~this ~~Assets,~~earnings ~~Buyer~~release ~~agreed~~are toavailable ~~pay~~on ~~Seller~~the ~~approximately~~Company’s ~~$35~~website ~~million~~at ~~Canadian Dollars (USD $25~~www.~~6 million) in cash, subject to customary closing adjustments~~vaalco.com ~~The~~located ~~Buyer~~on ~~Guarantor~~the ~~agreed~~“Presentations” topage ~~unconditionally~~under ~~and~~the ~~irrevocably~~“News ~~guarantee~~& ~~Buyer’s~~Events” ~~full~~tab ~~and~~within ~~timely~~the ~~performance~~“Investors” ofsection ~~certain covenants and obligations~~ of the ~~the Buyer contained in the Asset Purchase Agreement~~site.

The ~~Canadian~~information ~~Asset~~in ~~Sale~~this isCurrent ~~expected~~Report toon ~~close~~Form ~~within~~8-K, ~~the~~including ~~next~~Exhibit ~~30 days~~99.1, ~~subject~~shall tonot ~~satisfaction~~be ofdeemed ~~customary~~to ~~closing~~be ~~conditions~~“filed” ~~set~~for ~~forth~~purposes inof ~~the~~Section ~~Asset~~18 ~~Purchase~~of ~~Agreement.~~the ~~The~~Securities ~~Asset~~Exchange ~~Purchase~~Act ~~Agreement~~of ~~contains~~1934, ~~agreements~~as ~~relating~~amended to (the ~~parties’~~“Exchange ~~obligations~~Act”), ~~prior~~or tootherwise ~~and~~subject ~~after~~to the ~~closing~~liabilities of ~~the~~that ~~Canadian~~section, ~~Asset~~and ~~Sale~~is ~~and~~not ~~includes~~incorporated ~~customary~~by ~~representations,~~reference ~~warranties~~into ~~and~~any ~~covenants~~filing byunder the ~~parties.~~Exchange ~~Each~~Act ~~party~~or ~~has~~the ~~agreed~~Securities toAct ~~indemnify~~of ~~the~~1933, ~~other~~as ~~for~~amended ~~breaches~~(the of“Securities ~~representations~~Act”), ~~and~~except ~~warranties,~~as ~~covenants,~~shall ~~and~~be ~~certain~~expressly ~~other~~set ~~matters,~~forth ~~subject~~by tospecific ~~certain~~reference ~~exceptions~~in ~~and~~such ~~limitations~~filing.

~~The~~Item ~~foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 10~~7.101. Regulation toFD ~~this Current Report on Form 8-K and incorporated herein by reference~~Disclosure.

~~Item~~Earnings 2Release and Conference Call.02 ~~Results~~As ofpreviously ~~Operations~~announced, the Company is hosting a conference call to discuss its financial and ~~Financial~~operational ~~Condition~~results on Friday morning, March 13, 2026 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time and 2:00 p.m. London Time).

OnThe ~~February~~information 5,in ~~2026,~~this ~~the~~Item ~~Company~~7.01 ~~issued~~is abeing ~~press~~furnished ~~release~~and ~~announcing~~shall ~~the~~not ~~entry~~be ~~into~~deemed ~~the~~to ~~Asset~~be ~~Purchase~~“filed” ~~Agreement,~~for ~~which~~purposes ~~includes~~of Section 18 of the ~~unaudited~~Exchange ~~operational~~Act ~~cash~~or ~~flow~~otherwise ~~for~~subject to the ~~Company’s~~liabilities ~~Canadian~~of ~~Assets~~that ~~for~~section. ~~the~~The ~~year~~information ~~ended~~in ~~December~~this ~~31,~~Item ~~2025~~7.01 Ashall ~~copy~~not ofbe incorporated by reference into any filing under the ~~Company’s~~Exchange ~~press~~Act ~~release~~or isthe ~~furnished~~Securities Act, except as ~~Exhibit~~shall ~~99.1~~be toexpressly ~~this~~set ~~Current~~forth ~~Report~~by onspecific ~~Form~~reference ~~8-K~~in such filing.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On February 5, 2026, the Company issued a press release announcing the entry into the Asset Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, 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 is not incorporated by reference into any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description of Exhibit

10.1*

Asset Purchase Agreement, by and among VAALCO Energy Canada, Inc., Petrus Resources Corp., and, solely for the purposes of Section 9.7 therein, Petrus Resources LTD., dated February 4, 2026.

99.1

Press Release, dated March 12, 2026 (Earnings Release)

99.1

Press Release, dated February 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(a)(6) and Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.

SIGNATURE

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.

	VAALCO ENERGY, INC.
Date: February 10, 2026
Date: March 12, 2026
	By:	/s/ Lynn Willis
	Name:	Lynn Willis
	Title:	Chief Accounting Officer and Controller

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