{"url_path":"/sec/epm/8-k/2026-02-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-11","source_url":"https://www.sec.gov/Archives/edgar/data/1006655/0001104659-26-013485-index.html","accession_number":"0001104659-26-013485","cik":"0001006655","ticker":"EPM","issuer_name":"EVOLUTION PETROLEUM CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1006655/0001104659-26-013485-index.html","primary_entity_key":"0001006655","primary_entity_name":"EVOLUTION PETROLEUM CORP"},"word_count":746,"has_tables":true,"body_markdown":"** **\n\n \n\n****\n\n \n\n \n\n \n\n \n\n**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\nOn\nFebruary 11, 2026, Evolution Petroleum Corporation (the “Company,” “we” or “our”) entered\ninto a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Lead Agent”), Northland Securities\nInc. (“Northland”), and A.G.P./Alliance Global Partners (“AGP” and, together with the Lead Agent and Northland,\nthe “Agents”) pursuant to which the Company may issue and sell, from time to time, up to $30,000,000 shares of common stock,\npar value $0.001 per share (the “Common Stock”), through or to the Lead Agent, acting as agent or principal.\n\n \n\nThe\nCompany is not obligated to sell any shares of Common Stock under the Sales Agreement. Each time the Company wishes to issue and sell\nthe Common Stock under the Sales Agreement, the Company will provide the Lead Agent with a placement notice describing the amount of Common\nStock to be sold, the time period during which sales are requested to be made, any limitation on the amount of Common Stock that may be\nsold in any single day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period\nand any other instructions relevant to such requested sales. Subject to the terms and conditions of the Sales Agreement, the Lead Agent\nwill use commercially reasonable efforts, consistent with its normal trading and sales practices, and applicable state and federal laws,\nrules and regulations and the rules of the NYSE American to sell shares of Common Stock under the terms and subject to the conditions\nof the placement notice and the Sales Agreement. We or the Lead Agent may suspend the offering of Common Stock pursuant to a placement\nnotice upon notice and subject to other conditions. Generally, the Lead Agent may sell the shares of Common Stock by any method permitted\nby law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act\nof 1933, as amended, including sales made directly on or through the NYSE American or any other existing trading market for the Common\nStock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to prevailing market prices, or\nany other method permitted by law.\n\n \n\nThe\nSales Agreement provides that the Lead Agent will be entitled to compensation at a fixed commission rate of 3.00% of the gross proceeds\nfrom the sale of our Common Stock on our behalf pursuant to the Sales Agreement. We have agreed to reimburse the Agents for their reasonable\nand documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of their legal counsel)\nin an amount not to exceed $50,000, in connection with entering into the Sales Agreement and for the Agents’ reasonable and documented\nout-of-pocket expenses related to quarterly maintenance of the Sales Agreement (including but not limited to the reasonable and documented\nfees and expenses of its legal counsel) on a quarterly basis in an amount not to exceed $7,500. The Sales Agreement contains customary\nrepresentations, warranties and agreements by the Company, indemnification obligations of the Company and the Agents, other obligations\nof the parties and termination provisions.\n\n \n\nThe\nshares of Common Stock will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292785),\nfiled with the Securities and Exchange Commission (the “SEC”) on January 16, 2026 and declared effective by the SEC on\nJanuary 27, 2026, and the accompanying base prospectus included therein as supplemented by the prospectus supplement, dated February 11,\n2026, filed with the SEC.\n\n \n\nThe\nforegoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement,\na copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nA\ncopy of the legal opinion and consent of Fennemore Craig, P.C. relating to the shares of Common Stock being offered and sold pursuant\nto the Sales Agreement is attached hereto as Exhibit 5.1.\n\n \n\nThis\nCurrent Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales\nAgreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to\nregistration or qualification under the securities laws of any such state or jurisdiction."}