ENERGY RESOURCES 12, L.P. 8-K

What Happened
ENERGY RESOURCES 12, L.P. filed an 8‑K (Item 8.01) on Jan. 26, 2026 disclosing an estimated fair value per common unit of $8.26 as of December 31, 2025. The estimate (range $7.08–$9.52) is based on a third‑party valuation of its oil & gas properties by Pinnacle Energy Services and management’s estimates of other assets and liabilities. The Partnership owns an approximate 5.3% non‑operated working interest in 452 producing wells in the Bakken (mainly McKenzie, Dunn, McLean and Mountrail counties, ND); average producing well age is ~8.5 years.

Key Details

• Estimated value per common unit: $8.26 (range $7.08 – $9.52).
• Estimated consolidated fair values (unaudited): oil & gas properties $95.98M; cash $1.49M; other net assets (‑$0.57M); debt (‑$5.80M); implied equity $91.11M; common units outstanding 11,032.
• Valuation method: income approach (discounted cash flow) using NYMEX strip prices as of Jan. 1, 2026, a 10.0% discount rate, and market/risk adjustments; valuation reviewed by management but is not an appraisal or GAAP fair value.
• Key assumptions/sensitivities: NYMEX oil $56.82–$60.77/bbl (to 2030) with 3% growth thereafter (cap $85/bbl); NYMEX gas ~$3.61/Mcf (cap $4.50/Mcf); weighted oil differential ‑$1.68/bbl; G&P expenses ~$4.68/bbl (oil). A +100 bps discount rate lowers unit value by ≈ $1.06; a +500 bps commodity price change shifts value by ≈ $1.13.

Why It Matters
This estimated per‑unit value is intended to help IRA trustees/custodians and broker‑dealers with FINRA/IRA reporting but is not a public market price, a guarantee of resale value, or a GAAP appraisal. Because the units are not exchange‑listed and the valuation relies on unobservable inputs (commodity price forecasts, discount rates, operator costs and development probabilities), the actual market or liquidation value could be materially different. Retail investors should view this as a point‑in‑time estimate that is sensitive to commodity prices, discount rates and other assumptions disclosed in the filing.