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): ~~June 30~~August 4, 2025

Evolution Petroleum Corporation

(Exact name of registrant as specified in its charter)

001-32942

(Commission File Number)


Nevada	41-1781991
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
1155 Dairy Ashford Road, Suite 425, Houston, Texas	77079
(Address of Principal Executive Offices)	(Zip Code)

(713) 935-0122

(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):

☐ 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 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, $0.001 par value	EPM	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 ☐

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. ◻

Item 12.~~01Entry~~01Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~June~~August 304, 2025, Evolution Petroleum Corporation (the “Company” or “Evolution”), ~~entered~~completed ~~into~~the anacquisition ~~amended~~of certain mineral and ~~restated~~royalty ~~senior~~interests ~~secured~~in ~~reserve~~the SCOOP/STACK area of Oklahoma from a non-~~based~~affiliated ~~credit~~private ~~agreement~~seller (the “~~Senior~~Transaction”) ~~Secured~~in ~~Credit~~a ~~Facility”)~~cash ~~with~~transaction ~~MidFirst~~valued ~~Bank~~at approximately $17.0 million, assubject ~~administrative~~to ~~agent~~customary ~~for~~post-closing adjustments. The Transaction has an effective date of May 1, 2025 (the ~~lenders~~“Effective ~~party~~Date”). ~~thereto~~The acquired assets include approximately 5,500 net royalty acres located primarily in anGrady ~~amount~~and upCanadian toCounties, ~~$200~~Oklahoma.0 ~~million~~At ~~with~~the anEffective ~~initial~~Date, ~~borrowing~~the ~~base~~acquired assets produce approximately 420 net barrels of ~~$65.0~~oil ~~million~~equivalent ~~maturing~~per onday, ~~June~~with 30a commodity mix of approximately 54% natural gas, ~~2028.~~15% ~~Current~~oil ~~borrowings~~and ~~outstanding~~31% ~~are~~natural ~~$37~~gas liquids.5 ~~million~~The Company expects to receive the vast majority of the cash flow earned between the Effective Date and the closing date, August 4, 2025, within the next 90 days through receipt of a final closing statement. The Transaction is not significant to the Company under SEC Rule 3-05 of Regulation S-X and thus the Company does not intend to prepare pro forma financial statements for the assets acquired.

~~Proceeds~~The ofTransaction ~~any~~was ~~loans~~funded ~~may~~through bea ~~used~~combination ~~for working capital in the ordinary course~~ of ~~business,~~cash ~~for~~on ~~the~~hand ~~acquisition of Oil~~ and ~~Gas~~borrowings ~~Properties,~~under ~~and for~~ the ~~drilling and development of the Oil and Gas Properties of the~~ Company's ~~and~~existing ~~its~~credit ~~subsidiaries~~facility.

Item 7.01Regulation FD Disclosure.

~~The~~On ~~Senior~~August ~~Secured~~6, ~~Credit Facility contains certain events of default~~2025, ~~including~~the ~~non-payment;~~Company ~~breaches~~issued ofa ~~representation~~press ~~and~~release ~~warranties;~~disclosing ~~non-compliance~~the ~~with~~Transaction. ~~covenants;~~A ~~cross-defaults~~copy toof ~~material~~the ~~indebtedness;~~press ~~voluntary~~release oris ~~involuntary~~included ~~bankruptcy;~~herewith ~~judgments~~as ~~and~~Exhibit ~~change in control~~99.1 ~~The~~and ~~Senior Secured Credit Facility also contains financial covenants including a requirement that~~ the ~~Company~~information ~~maintain,~~in ~~as of~~ the ~~last~~press ~~day~~release ofis ~~each~~incorporated ~~fiscal~~by ~~quarter,~~reference ~~(i) a~~into ~~maximum~~this ~~total~~Item ~~leverage ratio of not more than 3~~7.~~00 to 1~~01.~~00,~~ ~~(ii) a~~Exhibit ~~current ratio of not less than 1~~99.~~00 to~~ 1~~.00,~~ ~~and~~shall ~~(iii) a consolidated tangible net worth of~~ not ~~less~~be ~~than~~deemed ~~$40.0 million,~~to ~~each~~be as“filed” ~~defined~~for in the ~~Senior~~purposes ~~Secured~~of ~~Credit~~Section 18 ~~Facility. In~~of ~~addition,~~ the ~~Senior~~Securities ~~Secured~~Exchange ~~Credit~~Act ~~Facility contains hedging requirements that apply when utilization is greater than 25%~~ of ~~(x) the Margined Collateral Value~~1934, as ~~defined~~amended, ~~under~~and ~~the~~will ~~Senior~~not ~~Secured~~be ~~Credit~~incorporated ~~Facility,~~by atreference into any ~~time~~registration ~~when~~statement ~~the~~filed ~~leverage~~under ~~ratio~~the isSecurities ~~less~~Act ~~than~~of ~~2.25 to 1.00~~1933, oras ~~(y) the borrowing base~~amended, atunless ~~any~~specifically ~~time~~identified ~~when~~therein ~~the~~as ~~leverage~~being ~~ratio~~incorporated istherein ~~greater~~by ~~than or equal to 2~~reference.~~25 to 1.00.~~

The Senior Secured Credit Facility carries a commitment fee of 0.25% per annum on the undrawn portion of the borrowing base. Any borrowings under the Senior Secured Credit Facility will bear interest, at the Company’s option, at either (i) the Secured Overnight Financing Rate (“SOFR”), subject to a minimum SOFR of 3.25%, plus a credit spread adjustment of 0.05%, or (ii) the Prime Rate, as defined under the Senior Secured Credit Facility, plus 1.00%, plus, in either case of (i) or (ii), and applicable margin of 2.75%.

The Company and certain subsidiaries granted a mortgage to MidFirst Bank on substantially all of their oil and gas properties, including all of their present and future mineral interests in such properties. The Company’s subsidiaries guaranteed the Company’s obligations under the facility. The Senior Secured Credit Facility is subject to certain customary representations and warranties, affirmative covenants, negative covenants and post-closing covenants consistent with agreements of this type.

The foregoing description of the Senior Secured Credit Facility does not purport to be complete and is qualified in its entirety by reference to the Senior Secured Credit Facility filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 8.01Other Events.

On July 1, 2025, Evolution announced the initial results of its joint venture audit of its Barnett Shale properties. In fiscal year 2024, Evolution exercised its right to perform a joint interest audit of expenses charged from the largest operator of its Barnett Shale properties, for the calendar years 2022-2023. The initial findings produced several areas where it appeared Evolution had been over-charged and, so far, Evolution and the operator have discovered approximately $1.8 million owed to Evolution relating to the September 2021 through December 2023 time period. This amount will be recognized as a reduction to lease operating expenses and accounts payable in the Company’s fiscal fourth quarter and full-year 2025 results. Evolution plans to continue with its rights under the joint operating agreement to audit future periods.

Item 9.01Financial Statements and Exhibits

(d) Exhibits


Exhibit No.	Description
10.2	Amended and Restated Credit Agreement date June 30, 2025 between Evolution Petroleum Corporation and MidFirst Bank
99.1	Evolution Petroleum Corporation Press Release dated August 6, 2025
99.1	Evolution Petroleum Corporation Press Release dated July 1, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL)

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.

	Evolution Petroleum Corporation (Registrant)

Date: July 2, 2025	By:	/s/ RYAN STASH
Date: August 6, 2025	By:	/s/ RYAN STASH
	Name:		Ryan Stash
	Title:		Senior Vice President and Chief Financial Officer

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