HighPeak Energy: enters agreements to sell 450,000 Series A preferred shares

What happened HighPeak Energy, Inc. reported that on Oct 6, 2026 it entered into two securities purchase agreements to issue a newly created Series A 6.0% Perpetual Convertible Preferred Stock: one with PT Danantara Energy International (“DEI”) for 250,000 shares and one with PT Tunas Harapan Perkasa (“THP”) for 200,000 shares. The filing says the Series A preferred has no maturity date, a $1,000 stated liquidation preference per share, and is convertible at the holder's option into common stock at an initial conversion price of $9.50 per share, subject to customary adjustments.

The filing also states that cumulative cash dividends on the Series A preferred will be payable quarterly (expected to commence on Dec 31, 2026) at the following rates: from closing to, but excluding, the 2nd anniversary — 6.0% per annum if paid in cash or 7.5% per annum if paid in kind; from the 2nd anniversary to, but excluding, the 5th anniversary — 7.5% per annum if paid in cash or 9.0% per annum if paid in kind; and from and after the 5th anniversary — 10.0% per annum. The company may redeem the Series A on or after the 3rd anniversary upon 20 business days’ notice at a cash redemption price designed to yield a 10.0% IRR (as calculated using Excel XIRR). The Series A will be mandatorily convertible at the company’s option after the 3rd anniversary if the common stock closing price exceeds 150% of the conversion price for 30 out of 40 consecutive trading days.

Key details

• Purchasers: PT Danantara Energy International (DEI) — 250,000 shares; PT Tunas Harapan Perkasa (THP) — 200,000 shares.
• Stated value/liquidation preference: $1,000 per share plus accrued unpaid dividends.
• Conversion: holder option; initial conversion price $9.50 per share; mandatory company conversion condition described above.
• Dividend schedule: quarterly; expected to commence Dec 31, 2026; rates 6.0%/7.5% (cash/PIK) before 2nd anniversary, 7.5%/9.0% between 2nd and 5th anniversary, 10.0% thereafter.
• Additional terms: each purchaser may nominate one director; 2 years transfer restrictions (with exceptions); standstill until the 2nd anniversary; registration rights agreement to be entered.
• Item 8.01: the company also entered a debt commitment letter for $800,000,000 with Citigroup, N.A. and Fifth Third Bank, National Association in connection with refinancing its revolving credit agreement.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) covers the securities purchase agreements to sell Series A convertible preferred stock to DEI and THP.
• Item 3.02 (unregistered sales of equity securities) notes the shares underlying conversion will be offered in an exemption from registration under Section 4(a)(2) or Section 3(a)(9) and/or Regulation D.
• Item 7.01 (Regulation FD disclosure) notes a press release about the sale was issued and attached as an exhibit.
  This filing does not show why the company acted or why any insider traded.