Form 8-K

8-K — EVOLUTION PETROLEUM CORP

Accession: 0001104659-26-099691

Filed: 2026-08-21

Period: 2026-08-20

CIK: 0001006655

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2623755d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623755d1_ex99-1.htm)

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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):

August 20, 2026

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):

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, $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. o

Item 7.01 Regulation FD Disclosure.

On August 20, 2026, Evolution Petroleum Corporation

issued a news release announcing that it had closed its previously announced acquisition. A copy of the news release is attached hereto,

furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.

The information set forth in this Item 7.01 (including

Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of

1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set

forth by specific reference in such filing.

Item 8.01 Other Events.

On August 20, 2026, Evolution Petroleum Corporation completed

its previously announced acquisition of certain mineral interests, royalty interests, and overriding royalty interests in oil and gas

properties in the Midland Basin located in Reagan, Upton, Glasscock, Midland and Martin Counties, Texas. The acquisition was completed

pursuant to a Purchase and Sale Agreement executed on August 18, 2026, as previously disclosed in the Company’s Current Report on

Form 8-K filed on August 18, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Evolution Petroleum Corporation Press Release dated August 20, 2026.

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, thereunto duly authorized.

Date: August 21, 2026

EVOLUTION PETROLEUM CORPORATION

By:

/s/ Ryan Stash

Name: Ryan Stash

Title: Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623755d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Evolution Petroleum Closes Strategic Acquisition of Midland Basin

Mineral & Royalty Interests

August 20, 2026

Acquisition is Immediately Accretive to Cash Flow per

Based on Current Development Expectations, Evolution Expects

Production from the Acquisition to More Than Double by End of Fiscal 2029

HOUSTON, Aug. 20, 2026 (GLOBE NEWSWIRE) -- Evolution

Petroleum Corporation (NYSE American: EPM) ("Evolution" or the "Company") has closed its previously announced acquisition

of mineral and royalty ("M&R") interests in the core Midland Basin of the Permian Basin (the "Acquisition"). The

total purchase price for the Acquisition was $16 million, subject to customary post-closing adjustments, with an effective date of August

1, 2026 (the "Effective Date").

The acquired interests span approximately 3,420

net royalty acres across Reagan, Upton, Glasscock, Midland, and Martin Counties, Texas. The Acquisition was funded with net proceeds from

the Company's recently announced public offering of common stock, cash on hand, and borrowings under its revolving credit facility.

Acquisition Highlights:

High-margin, capital-light cash flow that strengthens

dividend coverage. The acquired M&R interests require no lifting expense, future drilling capital, or overhead, and are expected

to generate approximately $3.9 million of next-twelve-month ("NTM") asset-level cash flow, implying an acquisition multiple

of approximately 4.1x1.

Substantial producing base and development inventory in the core Permian/Midland

Basin. The interests include royalties on an estimated 832 producing wells, 7 completed wells, 34 drilled but uncompleted wells

("DUCs"), 27 permitted wells, and approximately 1,257 upside locations. Estimated current production is approximately 210

BOE/d and consists of approximately 65% liquids (38% oil and 27% NGLs). The Company expects daily production from the Acquisition

to more than double by fiscal 2029, without any capital expenditures to Evolution.

Greater earnings diversification. M&R interests are expected to contribute

approximately 20% of Evolution's pro forma fiscal 2027 asset cash flow mix, compared to less than 10% in fiscal 20262.

Increased liquidity and financial flexibility. Pro

forma for this transaction, Evolution's total liquidity has increased to approximately $19 million, including additional borrowing

capacity on its senior secured reserve-based credit facility.

Kelly Loyd, President and Chief Executive Officer,

commented: "Closing this acquisition marks an important step in the continued evolution of our portfolio. We have added a high-quality,

liquids-weighted royalty position in the core Permian/Midland Basin at a compelling valuation, with no associated drilling capital or

lifting expenses. Based on current development expectations of 125 newly completed wells per year going forward, we expect significant

daily production growth from the Acquisition, with production more than doubling from current levels by the end of fiscal 2029.

"The transaction also strengthens our asset

base and enables us to expand our borrowing capacity, increasing our financial flexibility and liquidity as we continue to pursue disciplined,

value-accretive growth. Together with our existing non-operated and mineral and royalty assets, these interests further establish M&R

as a second engine for Evolution and advance our objective of delivering durable cash flow and long-term value for shareholders."

Additional information regarding the Acquisition

and Evolution's strategy is available in the Company's new investor presentation, posted in the Investor Relations section of its website

at ir.evolutionpetroleum.com.

About Evolution Petroleum

Evolution Petroleum Corporation is an independent

energy company focused on maximizing total shareholder returns through the ownership of and investment in onshore oil and natural gas

properties in the U.S. The Company aims to build and maintain a diversified portfolio of long-life oil and natural gas properties through

acquisitions, selective development opportunities, production enhancements, and other exploitation efforts. Visit www.evolutionpetroleum.com

for more information.

Cautionary Statement

This press release contains

"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations, estimates,

projections, management's beliefs and assumptions, and include any statement that is not a current or historical fact. Such

statements include those relating to the Acquisition, including the anticipated benefits, timing, and consummation thereof; drilling

locations and potential drilling activities; potential acquisitions; potential, probable and possible reserves; estimated production

levels; expected future operating or financial results; cash flow and anticipated liquidity; business and capital allocation

strategy; future dividend policies, and other plans, objectives, expectations and intentions. These forward-looking statements may

generally, but not always, be identified by words such as "may", "expected", "estimated",

"projected", "potential", "anticipated", "forecasted" or other words indicating future

events or outcomes. Although the Company believes the expectations and forecasts reflected in the forward-looking statements are

reasonable, it can give no assurance they will prove to be correct. These statements are based on current plans and assumptions and

are subject to a number of risks and uncertainties including those outlined in the Company's Annual Report on Form 10-K and

Quarterly Reports on Forms 10-Q and other filings with the SEC. Therefore, actual results may differ materially from the

expectations, estimates or assumptions expressed in or implied by any such forward-looking statement. The Company cautions readers

not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company

undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this

release, except as may be required by law.

Contact

Investor Relations

(713) 935-0122

ir@evolutionpetroleum.com

(1) NTM cash flow of

$3.9 million is based on management's estimate of future completion activity, and is calculated as asset-level revenues less lease operating

expenses, excluding any corporate G&A; assumes flat pricing of $75/bbl of crude oil and $3.50/Mcf of natural gas.

(2) Pro forma cash

flow mix is annualized fiscal YTD 2026 asset-level cash flows (excluding any corporate G&A) for legacy assets (as of FQ3'26; nine

months ended 3/31/26), plus Evolution's estimated NTM cash flows from the Acquisition; it is not a forecast of future results.

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