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Everflow Eastern Partners LP

07/02/2026 | Press release | Distributed by Public on 07/02/2026 10:01

Amendment to Tender Offer Statement (Form SC TO-I/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

to

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER

SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

EVERFLOW EASTERN PARTNERS, L.P.

(Name of Subject Company (Issuer))

EVERFLOW EASTERN PARTNERS, L.P. (ISSUER)

(Name of Filing Persons (Identifying status as Offeror, Issuer or Other Person))

UNITS OF LIMITED PARTNERSHIP INTEREST

(Title of Class of Securities)

Not Applicable

(CUSIP Number of Class of Securities)

Michael W. Rathburn, Vice President

Everflow Eastern Partners, L.P.

585 West Main Street

Canfield, Ohio 44406

(330) 533-2692

Copy to:

Gregory S. Harvey, Esq.

Calfee, Halter & Griswold LLP

The Calfee Building

1405 East Sixth Street

Cleveland, Ohio 44114

(216) 622-8200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on

Behalf of Person Filing Statement)

April 30, 2026

(Date Tender Offer First Published, Sent or Given to Security Holders)

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


third-party tender offer subject to Rule 14d-1.


issuer tender offer subject to Rule 13e-4.


going-private transaction subject to Rule 13e-3.


amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☑

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 amends the Schedule TO originally filed with the Securities and Exchange Commission on April 30, 2026, by Everflow Eastern Partners, L.P., a Delaware limited partnership (the "Company"), in connection with the Company's offer to purchase up to 461,065 units of limited partnership interest (the "Units") at a purchase price of $1.35 per Unit (the "Purchase Price") in cash upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"). Effective June 30, 2026, the Company accepted an aggregate of 51,346 Units at a price of $1.35 per Unit, net to Sellers in cash, for an aggregate amount of $69,317.10. Immediately after the acceptance of the tendered Units by the Company, there were 4,559,300 Units outstanding.

This Amendment No. 1 is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

EXHIBITS

Exhibit

Number

Description

107

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 2, 2026

EVERFLOW EASTERN PARTNERS, L.P.

By:

EVERFLOW MANAGEMENT LIMITED, LLC

General Partner

By:

EVERFLOW MANAGEMENT CORPORATION

Managing Member

By:

/s/ Michael W. Rathburn

Michael W. Rathburn

Vice President, Secretary-Treasurer and Principal Financial and Accounting Officer

Everflow Eastern Partners LP published this content on July 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 02, 2026 at 16:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]