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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2026
Riley Exploration Permian, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-15555 | 87-0267438 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
29 E. Reno Avenue, Suite 500
Oklahoma City, Oklahoma 73104
Address of Principal Executive Offices, Including Zip Code)
405-415-8699
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
| Common Stock, par value $0.001 per share | REPX | NYSE American | |||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Second Amendment and Restatement of the Riley Exploration Permian, Inc. 2021 Long Term Incentive Plan
On May 12, 2026, at the annual meeting of stockholders (the “Annual Meeting”) of Riley Exploration Permian, Inc. (“Riley Permian” or the “Company”), the Company’s stockholders approved the Riley Exploration Permian, Inc. Second Amended and Restated 2021 Long Term Incentive Plan (the “Amended Plan”). The Amended Plan increased the aggregate number of shares available for issuance under the plan by 2,800,000 shares (from 2,337,022 to 5,137,022 shares). The Amended Plan is described in further detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2026. A copy of the Amended Plan, as approved at the Annual Meeting, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this item by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Riley Permian held its Annual Meeting on May 12, 2026. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against or withheld, abstentions and broker non-votes, if applicable, with respect to each matter.
PROPOSAL #1 - ELECTION OF DIRECTORS
All seven (7) director nominees were elected to serve a one-year term until the 2027 Annual Meeting of Stockholders and until their respective successors are elected. The voting results were as follows:
Number of Shares | ||||||||||||||||||||
Voted For | Withheld | Broker Nonvotes | ||||||||||||||||||
| Brent Arriaga | 15,243,926 | 132,197 | 1,832,263 | |||||||||||||||||
| Rebecca L. Bayless | 14,727,565 | 648,558 | 1,832,263 | |||||||||||||||||
| Beth A. di Santo | 15,064,611 | 311,512 | 1,832,263 | |||||||||||||||||
| Bryan H. Lawrence | 14,239,408 | 1,136,715 | 1,832,263 | |||||||||||||||||
| E. Wayne Nordberg | 15,263,937 | 112,186 | 1,832,263 | |||||||||||||||||
| Bobby D. Riley | 15,267,736 | 108,387 | 1,832,263 | |||||||||||||||||
| Bobby Saadati | 15,338,941 | 37,182 | 1,832,263 | |||||||||||||||||
PROPOSAL #2 - RATIFICATION OF AUDITORS
The ratification of the appointment of BDO USA, P.C. as Riley Permian's independent registered public accounting firm for 2026 was approved. The voting results were as follows:
Number of Shares | ||||||||||||||||||||||||||
| Voted For | Voted Against | Abstentions | Broker Nonvotes | |||||||||||||||||||||||
Ratification of Appointment of BDO USA, P.C. as Riley Permian's Independent Registered Public Accounting Firm | 17,109,342 | 84,778 | 14,266 | - | ||||||||||||||||||||||
PROPOSAL #3 – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The advisory approval of the compensation of our Named Executive Officers was approved. The voting results were as follows:
Number of Shares | ||||||||||||||||||||||||||
Voted For | Voted Against | Abstentions | Broker Nonvotes | |||||||||||||||||||||||
Advisory Approval of Compensation of our Named Executive Officers | 14,974,754 | 376,548 | 24,821 | 1,832,263 | ||||||||||||||||||||||
PROPOSAL #4 – AMENDMENT AND RESTATEMENT OF 2021 LONG TERM INCENTIVE PLAN
The amendment and restatement of the Riley Exploration Permian, Inc. Amended and Restated 2021 Long Term Incentive Plan was approved. The voting results were as follows:
Number of Shares | ||||||||||||||||||||||||||
Voted For | Voted Against | Abstentions | Broker Nonvotes | |||||||||||||||||||||||
Approval of Amendment and Restatement of the Riley Exploration Permian, Inc. Amended and Restated 2021 Long Term Incentive Plan | 11,927,676 | 3,427,837 | 20,610 | 1,832,263 | ||||||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| Riley Exploration Permian, Inc. Second Amended and Restated 2021 Long Term Incentive Plan. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
| RILEY EXPLORATION PERMIAN, INC. | |||||||||||
| Date: | May 13, 2026 | By: | /s/ Beth A. di Santo | ||||||||
| Beth A. di Santo | |||||||||||
| General Counsel and Corporate Secretary | |||||||||||