Ring Energy Inc.
05/14/2026 | Press release | Distributed by Public on 05/14/2026 15:23
Material Event (Form 8-K)
Item 8.01 Other Events.
On May 12, 2026, Ring Energy, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Company, and Mizuho Securities USA LLC, BofA Securities, Inc. and Raymond James & Associates, Inc. as representatives of the several underwriters (the "Underwriters"), relating to its previously announced underwritten offering of 44,444,445 shares of Common Stock of the Company (the "Underwritten Offering"). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 6,666,666 additional shares of Common Stock.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and to contribute to any payment that the Underwriters may be required to make because of any of those liabilities.
The Underwritten Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-283978) (the "Registration Statement") that was originally filed on December 20, 2024 with the Securities and Exchange Commission (the "SEC") and became effective on January 10, 2025, including the prospectus forming a part of the Registration Statement, as supplemented by a preliminary prospectus supplement, dated May 12, 2026, and a final prospectus supplement, dated May 12, 2026, each filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Jones & Keller, P.C. has issued an opinion, dated May 12, 2026, regarding certain legal matters with respect to the Underwritten Offering, a copy of which is filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
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