Evolution Petroleum Corp美股招股说明书(2026-08-18版)

Evolution Petroleum Corporation Common Stock We are offeringshares of our common stock. Our common stock is listed on the NYSEAmerican under the symbol “EPM.” On August14, 2026, the last sale price of our common stock asreported on the NYSE American was $3.76 per share. The offering is being underwritten on a firm commitment basis. We have granted the underwriters anoption to purchase up to an additionalshares of common stock from us to cover over-allotments, atthe public offering price, less the underwriting discount. The underwriters may exercise this option at anytime and from time to time during the 30-day period from the date of this prospectus supplement. An investment in our common stock involves significant risks. These risks are described under “RiskFactors” beginning on pageS-5of this prospectus supplement and under similar headings in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. (1)We refer you to “Underwriting” in this prospectus supplement for additional information regardingunderwriting compensation. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the common stock to purchasers on or about, 2026 throughthe book-entry facilities of the Depository Trust Company. Roth Capital Partners TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-5USE OF PROCEEDSS-8CAPITALIZATIONS-9MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-10UNDERWRITINGS-15LEGAL MATTERSS-27EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-28INCORPORATION BY REFERENCES-28 Prospectus PageABOUT THIS PROSPECTUS1CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS2RISK FACTORS5OUR COMPANY6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF WARRANTS10DESCRIPTION OF DEBT SECURITIES12PLAN OF DISTRIBUTION23LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INFORMATION INCORPORATED BY REFERENCE27 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which contains specificinformation about the terms on which we are offering and selling our common stock and also adds to andupdates information contained in the accompanying prospectus and documents incorporated by referenceherein and therein. The second part is the accompanying prospectus, which contains and incorporates byreference more general information, some of which may not apply to this offering. Under this prospectussupplement and the accompanying prospectus, we may offer and sell shares of our common stock. Thisprospectus supplement and the accompanying prospectus are part of a registration statement on FormS-3that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registrationprocess. We urge you to carefully read this prospectus supplement, the information incorporated byreference, the accompanying prospectus, and any free writing prospectus that we authorize to be distributedto you before buying any of the securities being offered under this prospectus supplement. This prospectussupplement may supplement, update or change information contained in the accompanying prospectus. Tothe extent that any statement that we make in this prospectus supplement is inconsistent with statementsmade in the accompanying prospectus or any documents incorporated by reference therein, the statementsmade in this prospectus supplement will be deemed to modify or supersede those made in the accompanyingprospectus and such documents incorporated by reference therein. You should rely only on the information contained in, or incorporated by reference into, this prospectussupplement, contained in, or incorporated by reference into, the accompanying prospectus, or contained inany free writing prospectus we have authorized to be distributed to you in connection with this offering. Wehave not, and the underwriters have not, authorized anyone to provide you with different or inconsistentinformation. You should not rely on any unauthorized information or representation. This prospectussupplement is an offer to sell only the securities offered hereby, and only under circumstances and injurisdictions where it is lawful to do so. You should assume that the information in this prospectussupplement, the accompanying prospectus and any free writing prospectus authorized to be distributed by usis accurate only as of the date on the front of the applicable document and that any information we haveincorporated by reference is accurate only as of the date of the document incorporated by reference,regardless of the time of delivery of this pros