EVOLUTION PETROLEUM CORP 8-K

What Happened
Evolution Petroleum Corporation announced on February 11, 2026 that it entered into a Sales Agreement with Roth Capital Partners, LLC (lead agent), Northland Securities Inc. and A.G.P./Alliance Global Partners to sell, from time to time, up to $30,000,000 of its common stock via an "at-the-market" (ATM) offering. The shares will be issued under the company’s effective Form S-3 shelf registration (File No. 333-292785), which the SEC declared effective January 27, 2026; a prospectus supplement was filed February 11, 2026. The company is not obligated to sell any shares under the agreement and will notify the lead agent each time it seeks to place shares.

Key Details

• Up to $30,000,000 of common stock may be sold through the Sales Agreement.
• Lead agent: Roth Capital Partners, LLC; co-agents: Northland Securities Inc. and A.G.P./Alliance Global Partners.
• Agent compensation: fixed commission of 3.00% of gross proceeds; company will reimburse up to $50,000 of documented out-of-pocket expenses to agents up front and up to $7,500 per quarter for maintenance expenses.
• Sales are expected to be made as an ATM offering (Rule 415(a)(4)), including on the NYSE American at prevailing market prices; the company or agent may suspend offerings per the agreement.

Why It Matters
This agreement gives Evolution Petroleum flexible, on-demand access to raise equity capital (up to $30M) as market conditions and the company’s needs dictate. For investors, ATM offerings can dilute existing holdings when shares are sold and may increase float and selling pressure if large volumes are placed into the market. The cost of using this facility includes a 3% sales commission plus the limited documented expense reimbursements disclosed in the filing. The company retains discretion over whether and when to sell shares, so immediate dilution is not certain.