HighPeak Energy Announces Executive and Director Changes
Ticker: HPK · Form: 8-K · Filed: Sep 16, 2025 · CIK: 1792849
| Field | Detail |
|---|---|
| Company | Highpeak Energy, INC. (HPK) |
| Form Type | 8-K |
| Filed Date | Sep 16, 2025 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $2,400,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: management-change, corporate-governance, filing
Related Tickers: HPK
TL;DR
HighPeak Energy (HPK) board and execs shuffled on 9/15. New faces, new pay plans.
AI Summary
HighPeak Energy, Inc. announced on September 15, 2025, changes in its executive and director positions. The company filed a Form 8-K detailing the departure of certain officers and directors, the election of new directors, and the appointment of new officers. This filing also covers compensatory arrangements for certain officers and includes Regulation FD disclosures.
Why It Matters
Changes in leadership and board composition can signal shifts in company strategy, operational focus, or financial direction, impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in key personnel and board composition can introduce uncertainty regarding future strategy and execution.
Key Players & Entities
- HighPeak Energy, Inc. (company) — Registrant
- September 15, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 421 W. 3rd St., Suite 1000 Fort Worth, Texas 76102 (address) — Principal executive offices
FAQ
What specific roles have been affected by the changes in officers and directors?
The filing indicates changes in directors and certain officers, including departures and elections/appointments, but does not specify the exact roles affected in this summary.
Are there any new compensatory arrangements for the officers mentioned?
Yes, the filing explicitly mentions 'Compensatory Arrangements of Certain Officers' as an item covered.
What is the significance of the Regulation FD Disclosure mentioned?
Regulation FD Disclosure ensures that material non-public information is broadly disseminated to the public, preventing selective disclosure.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on September 15, 2025.
What is HighPeak Energy's state of incorporation and IRS Employer Identification Number?
HighPeak Energy, Inc. is incorporated in Delaware and its IRS Employer Identification No. is 84-3533602.
Filing Stats: 1,844 words · 7 min read · ~6 pages · Grade level 10.7 · Accepted 2025-09-16 06:30:15
Key Financial Figures
- $2,400,000 — ash separation payment in the amount of $2,400,000, payable on the Company's next regularl
Filing Documents
- hpe20250915c_8k.htm (8-K) — 46KB
- ex_861643.htm (EX-10.1) — 79KB
- ex_861644.htm (EX-99.1) — 9KB
- logobig.jpg (GRAPHIC) — 22KB
- 0001437749-25-029107.txt ( ) — 323KB
- hpk-20250915.xsd (EX-101.SCH) — 3KB
- hpk-20250915_def.xml (EX-101.DEF) — 12KB
- hpk-20250915_lab.xml (EX-101.LAB) — 15KB
- hpk-20250915_pre.xml (EX-101.PRE) — 12KB
- hpe20250915c_8k_htm.xml (XML) — 3KB
01
Item 5.01 Changes in Control of Registrant. In connection with Jack Hightower's retirement and resignation from employment with the Company and his resignation from the Board (as discussed herein), on September 15, 2025, HighPeak Pure Acquisition, LLC, HighPeak Energy, LP and HighPeak Energy II, LP (collectively, the "Principal Stockholder Group") and Mr. Hightower have amended the governing documents of such entities comprising the Principal Stockholder Group to provide that each of the members of the Principal Stockholder Group is no longer controlled by Mr. Hightower and will be governed by a committee consisting of Daniel Silver, Michael Hollis and Ryan Hightower, with each member of the committee having equal discretionary voting authority. The Principal Stockholder Group, which as of the Separation Date excludes Mr. Hightower's holdings, holds approximately 64.4% of the Company Common Stock. For the avoidance of doubt, the amendments to the governing documents do not constitute a "change in control" under any of the Company's debt instruments. The Stockholder's Agreement, dated August 21, 2020, by and among the Company, Mr. Hightower, HighPeak Energy III, LP and the Principal Stockholder Group (the "Stockholders' Agreement"), continues to govern with respect to the Director Designees (such term as defined in the Stockholders' Agreement) of the Principal Stockholder Group.
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. CEO Transition On September 16, 2025, the Company announced Jack Hightower's retirement and resignation from his role as Chief Executive Officer and Chairman of the Board of the Company, effective as of September 15, 2025 (the "Separation Date"). In connection with Mr. Hightower's notice of retirement and resignation from employment with the Company and his resignation from the Board, the Company entered into a Separation Agreement and General Release of Claims with Mr. Hightower on September 15, 2025 (the "Separation Agreement"), pursuant to which Mr. Hightower releases the Company and its affiliates from certain liabilities and agrees to certain restrictive covenants. The Company, in turn, confirms that it shall release Mr. Hightower from certain liabilities and provide Mr. Hightower with certain payments and benefits pursuant to the terms and conditions of the Separation Agreement, as described below, which, among other things, modify the benefits provided under Mr. Hightower's outstanding equity awards, namely, his outstanding stock option grant notices and agreements, dated August 24, 2020, November 4, 2021, May 4, 2022, and August 15, 2022, respectively (the "Stock Option Agreements"), and his certain restricted stock agreement and the amendment thereto, dated November 4, 2023 and October 31, 2024, respectively (the "Restricted Stock Agreement"). The Separation Agreement provides for the following: Mr. Hightower's 1,385,500 unvested shares outstanding under the Restricted Stock Agreement shall fully vest as of the Separation Date. The period in which Mr. Hightower may exercise the stock options pursuant to the 2020 and 2021 Stock Option Agreements shall be extended such that the stock options pursuant to such agreements shall remain exercisable by Mr. Hightower until the date that is twelve (12)
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On September 16, 2025, the Company issued a press release announcing Mr. Hightower's retirement and resignation, Mr. Hollis's appointment as Interim Chief Executive Officer and Mr. Silver's appointment as the Director Designee of the Principal Stockholder Group, in addition to the other management and Board changes discussed in this Current Report on Form 8-K. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Separation Agreement and General Release of Claims by and between the Company and Jack Hightower, effective September 15, 2025. 99.1 Press Release dated September 16, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HIGHPEAK ENERGY, INC. Date: September 16, 2025 By: /s/ Steven W. Tholen Name: Steven W. Tholen Title: Chief Financial Officer