HighPeak has entered into an agreement with PT Danantara Investment Management ("DIM") and PT Energi Mega Persada Tbk (IDX: ENRG) ("EMP") (collectively, the "Investors"), pursuant to which the Investors have committed to purchase 450,000 shares of a newly created series of convertible preferred stock of the Company, to be designated as Series A 6% Perpetual Convertible Preferred Stock (the "Preferred Stock") for total gross proceeds to the Company of approximately $450 million (the "Investment").

In connection with the transaction, the Company has been provided with Committed Financing from Citibank, N.A. ("Citibank") and Fifth Third Bank, N.A. ("Fifth Third") for a new $800 million reserve-based credit facility (the "RBL"), which is expected to be completed in connection with the closing of the Investment. Together, the proceeds from the Investment, initial borrowings under the new RBL and available cash are expected to allow HighPeak to repay its existing $1.17 billion term loan in full. The Investment is expected to close during the fourth quarter of 2026 (the "Closing Date"), subject to customary closing conditions.

DIM is a sovereign fund of the Republic of Indonesia, and EMP is an Indonesia-based upstream oil and gas company. This transaction provides the Investors with exposure to HighPeak’s high-quality Midland Basin asset base, including its significant acreage position, inventory of high-quality drilling locations and infrastructure system, all situated within one of the world’s most prolific hydrocarbon basins. Under the terms of the Investment, DIM and EMP will, among other things, each appoint one director to HighPeak’s Board of Directors.

Preferred Stock Details

The Preferred Stock does not have a maturity date. Cumulative cash dividends on the Preferred Stock will be payable quarterly in arrears, on March 31, June 30, September 30 and December 31 of each year, when, as and if declared by the Company's Board of Directors.

Each share of Preferred Stock is convertible, at the holder's option at any time at the rate per share determined by dividing (i) the sum of (x) $1,000 per share and (y) the accrued and unpaid dividends since the immediately preceding preferred dividend by (ii) $9.50 (the "Conversion Price").

The Preferred Stock may be redeemed by the Company on or after the third anniversary of the Closing Date upon 30 days’ notice at a redemption price equal to an amount that would result in a 10.0% IRR. The Preferred Stock will be mandatorily convertible at the option of the Company after the third anniversary of the Closing Date if the closing price of the Company’s common stock exceeds 150% of the Conversion Price for thirty out of forty consecutive market trading days.

Credit Facility Details

The proposed new senior secured facility is expected to include an initial borrowing base and elected commitments totaling $800 million. Availability under the RBL will be subject to the final borrowing base, elected commitments, outstanding borrowings, letters of credit, financial covenants and other conditions.