HighPeak Energy Inc 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission File Number: 001-39464 HighPeak Energy, Inc. (Exact name of Registrant as specified in its charter) 421 W. 3rd St., Suite 1000Fort Worth, Texas 76102(Address of principal executive offices and zip code) (817) 850-9200(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smallerreporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large acceleratedfiler☐Non-acceleratedfiler☐ Accelerated filer☒Smaller reportingcompany☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(b)) bythe registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025, the aggregate market value of the common stock of the Registrant held by non-affiliates was $228,323,105based on the closing price as reported on the Nasdaq Global Market on June 30, 2025 of $9.80. Number of shares of common stock outstanding as of March 6, 2026 – 126,358,104. DOCUMENTS INCORPORATED BY REFERENCE:(1)Portions of the Definitive Proxy Statement for the Company’s Annual Meeting of Stockholders to be held in June 2026, which will be filed with the U.S. Securities and Exchange Commission within 120 days of December 31, 2025, areincorporated into Part III of this Annual Report on Form 10-K. HIGHPEAK ENERGY, INC.TABLE OF CONTENTS PageDefinitions of Certain Terms and Conventions Used Herein1Cautionary Statement Concerning Forward-Looking Statements6PART IItems 1and 2.Business and Properties7Item1A.Risk Factors29Item1B.Unresolved Staff Comments60Item1C.Cybersecurity60Item 3. Legal Proceedings62Item 4. Mine Safety Disclosures62PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities63Item 6. Reserved64Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations65Item7A.Quantitative and Qualitative Disclosures About Market Risk85Item 8. Financial Statements and Supplementary Data86Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure119Item9A.Controls and Procedures119Item9B.Other Information120Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections120PART IIIItem10.Directors, Executive Officers and Corporate Governance121Item11.Executive Compensation121Item12.Security Ownership of Certain Beneficial Owners and