UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 244, ~~2025~~2026

Riley Exploration Permian, Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-15555	87-0267438
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

29 E. Reno Avenue, Suite 500

Oklahoma City, Oklahoma 73104

Address of Principal Executive Offices, Including Zip Code)

405-415-8699

(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, par value $0.001 per share

REPX

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 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 25.0102 ~~Completion~~Departure of ~~Acquisition~~Directors or ~~Disposition~~Principal Officers; Election of ~~Assets.~~Directors; Appointment of Principal Officers

AsAppointment previously disclosed in the Current Report on Form 8-K filed on December 4, 2025 (the “Prior 8-K”) with the Securities and Exchange Commission, on December 3, 2025, Riley Exploration - Permian, LLC. (“REP LLC”), a wholly-owned subsidiary of Riley Exploration Permian, Inc. (“REPX,” together with REP LLC, hereinafter referred to as the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Targa Northern Delaware LLC (“Buyer”), pursuant to which the Company sold to Buyer all of the membership interests in Dovetail Midstream, LLC, a wholly owned subsidiary of the Company that holds certain midstream infrastructure projects in Eddy County, New ~~Mexico,~~Director for an aggregate cash purchase price of approximately $111 million, subject to customary purchase price adjustments (the “Midstream Sale”). The Midstream Sale also provided for the sale by the Company to Buyer of certain compressor station assets for an aggregate cash purchase price of approximately $10 million plus reimbursement of $1.4 million of capital improvements at a subsequent closing date (the “Second Closing”), subject to the satisfaction of certain closing conditions. The initial closing of the Midstream Sale took place on December 3, 2025, and the Second Closing occurred on December 24, 2025.

~~The~~Effective ~~foregoing~~as ~~description~~ of ~~the~~February ~~Purchase~~4, ~~Agreement~~2026, ~~contained~~the ~~herein~~Board ~~does~~of ~~not~~Directors ~~purport~~(the to“Board”) beof ~~complete~~Riley ~~and~~Exploration isPermian, ~~qualified~~Inc. in(the ~~its~~"Company"), ~~entirety~~appointed byBobby ~~reference~~Saadati toas ~~the~~an ~~Purchase~~independent ~~Agreement,~~member ~~which was attached~~ to ~~the~~fill ~~Prior~~a 8newly-Kcreated asdirectorship. ~~Exhibit 2~~Mr.1 ~~and~~Saadati iswill ~~incorporated~~have ~~herein~~an byinitial ~~reference.~~term ~~Pursuant~~expiring toat ~~Item~~the ~~601(b)(10)(iv)~~Company’s of2026 ~~Regulation~~Annual ~~S-K,~~Meeting ~~the~~of ~~Company~~Stockholders, ~~redacted~~at ~~from~~which ~~the~~time ~~filed~~he ~~copy~~will ofstand ~~the~~for ~~Purchase~~election ~~Agreement~~by ~~certain~~the ~~information~~Company’s ~~that~~stockholders. isThe ~~both~~Board ~~(i)~~has ~~not~~determined ~~material~~that ~~and~~Mr. ~~(ii)~~Saadati is ~~the~~an ~~type~~“independent ofdirector” ~~information~~as ~~that~~such ~~the~~term ~~Company~~is ~~treats~~defined asunder ~~private~~the orNYSE ~~confidential~~American Company Guide.

Mr. Saadati was not appointed to the Board pursuant to any arrangement or understanding with any other person, and there are no current or proposed transactions between the Company and Mr. Saadati or his immediate family members which would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Mr. Saadati entered into an independent director agreement with the Company on February 4, 2026. Pursuant to the independent director agreement, Mr. Saadati will receive (i) an annual cash retainer of $120,000, payable quarterly in arrears and prorated for any partial year of service and (ii) $200,000 paid in restricted stock based on the closing price of the Company’s common stock on the last trading day prior to the effective date of his independent director agreement and prorated for any partial year of service. The restricted stock will be granted pursuant to a restricted stock award agreement under the Company’s Amended and Restated 2021 Long Term Incentive Plan that will vest on the one-year anniversary of the grant date, subject to continued service through the vesting date.

Mr. Saadati also entered into an indemnification agreement with the Company on February 4, 2026. This agreement will require the Company to indemnify Mr. Saadati to the fullest extent permitted under Delaware law against liability that may arise by reason of his service as a director of the Company, and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified.

The foregoing description of the indemnification agreement for Mr. Saadati contained herein does not purport to be complete and is qualified in its entirety by reference thereto, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 6, 2026, the Company issued a press release announcing the appointment of Mr. Saadati as director. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01 and in Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

Unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2025, and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025, and the year ended December 31, 2024, are attached hereto as Exhibit 99.1 and incorporated herein by reference. These unaudited pro forma financial statements give effect to the Midstream Sale on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.

(d) Exhibits

Exhibit No.			Description
2.1			Purchase and Sale Agreement dated December 3, 2025, by and between Riley Exploration - Permian, LLC and Targa Northern Delaware LLC.
10.1			Form of Indemnification Agreement (incorporated by reference from Exhibit 10.14 to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on January 21, 2021, Registration No. 333-250019).
99.1			~~Unaudited~~Press ~~pro~~Release ~~forma~~dated ~~condensed~~February ~~consolidated balance sheet of Riley Exploration Permian~~6, ~~Inc~~2026. ~~as of September 30, 2025, and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025, and the year ended December 31, 2024.~~
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

		RILEY EXPLORATION PERMIAN, INC.
Date:	~~December~~February 306, ~~2025~~2026	By:	/s/ Philip Riley
			Philip Riley
			Chief Financial Officer and Executive Vice President of Strategy

Filing Compare · Riley Exploration Permian, Inc.