Stockholders' Equity

12 Months Ended

Jun. 30, 2025

Stockholders' Equity

Stockholders' Equity

Note 11. Stockholders’ Equity

Common Stock

As of June 30, 2025, the Company had 34,337,188 shares of common stock outstanding.

The Company began paying quarterly cash dividends on common stock in December 2013. As of June 30, 2025, the Company has cumulatively paid over $134.8 million in cash dividends. The Company paid dividends of $16.3 million and $16.0 million to its common stockholders during the years ended June 30, 2025 and 2024, respectively. The following table reflects the dividends paid per share within the respective quarterly periods:

	Fiscal Year
	2025		2024
Fourth fiscal quarter	$	0.12	$	0.12
Third fiscal quarter		0.12		0.12
Second fiscal quarter		0.12		0.12
First fiscal quarter		0.12		0.12

On September 11, 2025, Evolution’s Board of Directors approved and declared a quarterly dividend of $0.12 per common share payable September 30, 2025. Refer to Note 14, “Subsequent Events,” for a further discussion.

On October 21, 2024, the Company entered into an At-the-Market (“ATM”) equity Sales Agreement (the “ATM Sales Agreement”) with Roth Capital Partners, LLC (the “Lead Agent”), Northland Securities Inc., and A.G.P./Alliance Global Partners pursuant to which the Company may issue and sell, from time to time, up to $30.0 million of shares of common stock through or to the Lead Agent, acting as agent or principal. For the year ended June 30, 2025, the Company sold a total of approximately 0.7 million shares of its common stock under the ATM Sales Agreement for net proceeds of approximately $3.5 million, after deducting $0.3 million in offering costs. The Company intends to use the net proceeds from any sales of common stock for general corporate purposes, including to repay outstanding indebtedness.

On September 8, 2022, the Board of Directors approved a share repurchase program, under which the Company was authorized to repurchase up to $25.0 million of its common stock in the open market through December 31, 2024. The Company funded repurchases from working capital and cash provided by operating activities. The share repurchase program was complimentary to the existing dividend policy and was a tax efficient means to further improve shareholder return. The shares were repurchased in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The Company repurchased a total of 0.8 million shares of its common stock under the program at a total cost of approximately $4.6 million, including incremental direct transaction costs.

In November 2023, the Company entered into a Rule 10b5-1 plan that authorized a broker to repurchase shares in the open market subject to pre-defined limitations on trading volume and price. The plan was effective until June 30, 2024 and had a maximum authorized amount of $0.8 million over that period. During the year ended June 30, 2024, 0.1 million shares of the Company’s common stock were repurchased under the plan at a total cost of approximately $0.8 million, including incremental direct transaction costs. These treasury shares were subsequently cancelled.

During the years ended June 30, 2025 and 2024, the Company acquired treasury stock upon the ordinary course of scheduled vestings of employee stock-based awards to fund payroll tax withholding obligations. These treasury shares were subsequently cancelled. Such shares were valued at fair market value on the date of vesting. The following table summarizes all treasury stock purchases in the years ended June 30, 2025 and 2024 (in thousands, except per share amounts):

	Years Ended June 30,
	2025		2024
Number of treasury shares acquired(1)		89		202
Average cost per share(1)	$	5.01	$	5.66
Total cost of treasury shares acquired	$	442	$	1,144

(1) For the year ended June 30, 2024, includes 140,672 shares repurchased under the Company’s share repurchase program for a weighted average price of $5.33 per share.

Expected Tax Treatment of Dividends

For the fiscal year ended June 30, 2024, all common stock dividends for that fiscal year were treated for tax purposes as qualified dividend income to the recipients. Based on its current projections for the fiscal year ended June 30, 2025, the Company expects all common stock dividends for such period to be treated as qualified dividend income to the recipients.

Stock-Based Incentive Plan

The Evolution Petroleum Corporation 2016 Equity Incentive Plan (as amended the “2016 Plan”), authorizes the issuance of 3.6 million shares of common stock prior to its expiration on December 8, 2026. On December 5, 2024 shareholders approved and adopted the amendment and restatement of the 2016 Plan (hereinafter the “Amended and Restated Plan”), which increased the shares authorized for issuance under the 2016 Plan by 2.1 million shares to a maximum of 5.7 million shares. The duration of the Amended and Restated Plan is indefinite, provided that no new awards shall be made under the Amended and Restated Plan on or after the tenth anniversary of the date the stockholders approved the Amended and Restated Plan. Incentives under the Amended and Restated Plan may be granted to employees, directors, and consultants of the Company in any one or a combination of the following forms: incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, and performance share awards. As of June 30, 2025 and 2024, approximately 2.5 million shares and 0.9 million shares, respectively, remained available for grant under the Amended and Restated Plan.

The Company estimates the fair value of stock-based compensation awards on the grant date to provide the basis for future compensation expense. For the years ended June 30, 2025, and 2024, the Company recognized $2.5 million and $2.1 million, respectively, related to stock-based compensation expense recorded as a component of “General and administrative expenses” on the consolidated statements of operations.

Time-Vested Restricted Stock Awards

Time-vested restricted stock awards contain service-based vesting conditions and expire after a maximum of four years from the date of grant if unvested. The common shares underlying these awards are issued on the date of grant and

participate in dividends paid by the Company. These service-based awards vest with continuous employment by the Company, generally in annual installments over terms of three to four years. Awards to the Company’s directors generally have one-year cliff vesting. For such awards, grant date fair value is based on market value of the Company’s common stock at the time of grant. This value is then amortized ratably over the service period. Previously recognized amortization expense subsequent to the last vesting date of an award is reversed in the event that the holder has no longer rendered service to the Company resulting in forfeiture of the award.

Performance-Based Restricted Stock Awards and Performance-Based Contingent Stock Units

Performance-based restricted stock awards and performance-based contingent stock units contain market-based vesting conditions based on the price of the Company’s common stock compared to the performance of the common stock of its peers. The common shares underlying the Company’s performance-based restricted stock awards are issued on the date of grant and participate in dividends paid by the Company and expire after a maximum of three years from the date of grant if unvested. Performance-based contingent share units do not participate in dividends and shares are only issued in part or in full upon the attainment of vesting conditions, generally have a lower probability of achievement and expire after a maximum of three years from the date of grant if unvested. Shares underlying performance-based contingent share units are reserved from the Amended and Restated Plan. Performance-based restricted stock awards and contingent restricted stock units are valued using a Monte Carlo simulation and geometric Brownian motion techniques applied to the historical volatility of the Company’s total stock return compared to the historical volatilities of other companies or indices to which the Company compares its performance. Stock-based compensation is recognized ratably over the expected vesting period, so long as the award holder remains an employee of the Company. Previously recognized compensation expense is only reversed for the awards with market-based vesting conditions if the requisite service period is not rendered by the holder resulting in forfeiture of the award or as a result of regulatory required clawback.

Vesting of grants with performance-based vesting conditions is dependent on the future price of the Company’s common stock. Such awards vest in part or in full if the trailing total returns on the Company’s common stock for a specified three-year period exceed the corresponding total returns of various quartiles of indices consisting of peer companies.

For performance-based awards granted during the years ended June 30, 2025 and 2024, the assumptions used in the Monte Carlo simulation valuations were as follows:

	Years Ended June 30,
	2025		2024
Weighted average fair value of performance-based awards granted	$	3.90	$	3.58
Risk-free interest rate		3.45%		4.87%
Expected term in years		2.78		2.77
Expected volatility		50.2%		55.0%
Dividend yield		8.4%		7.4%

Unvested restricted stock awards as of June 30, 2025 consisted of the following:

		Weighted
	Number of	Average
	Restricted	Grant-Date
Award Type	Shares	Fair Value
Time-vested awards	348,143	$	6.29
Performance-based awards	322,142		4.81
Unvested at June 30, 2025	670,285	$	5.58

The following table sets forth the restricted stock award transactions for the years ended June 30, 2025 and 2024:

						Weighted
		Weighted		Unamortized		Average
	Number of	Average		Compensation		Remaining	Aggregate Intrinsic
	Restricted	Grant-Date		Expense		Amortization	Value (1)
	Shares	Fair Value		(In thousands)		Period (Years)	(In thousands)
Unvested at June 30, 2023	595,414	$	6.48
Time-vested shares granted	157,692		6.22
Performance-based shares granted	136,315		4.80
Vested	(260,910)		5.85
Unvested at June 30, 2024	628,511	$	6.31	$	2,492	1.8	$	3,312
Time-vested shares granted	187,155		5.70
Performance-based shares granted	189,477		4.82
Vested	(326,431)		6.60
Forfeited	(8,427)		6.05
Unvested at June 30, 2025	670,285	$	5.58	$	2,196	1.6	$	3,150

(1) The intrinsic value of restricted stock was calculated as the closing market price on June 30, 2025 and 2024 of the underlying stock multiplied by the number of restricted shares that would be issuable. The total fair value of shares vested was $1.7 million and $1.6 million for the years ended June 30, 2025 and 2024, respectively.

The following table sets forth contingent restricted stock unit transactions for the years ended June 30, 2025 and 2024:

						Weighted
				Unamortized		Average
	Number of	Weighted Average		Compensation		Remaining	Aggregate Intrinsic
	Restricted	Grant-Date		Expense		Amortization	Value (1)
	Stock Units	Fair Value		(In thousands)		Period (Years)	(In thousands)
Unvested at June 30, 2023	96,398	$	3.49
Performance-based awards granted	102,239		1.95
Expired	(47,849)		2.19
Unvested at June 30, 2024	150,788	$	2.86	$	230	1.6	$	795
Performance-based awards granted	142,112		2.67
Forfeited	(3,394)		2.91
Expired	(47,893)		4.77
Unvested at June 30, 2025	241,613	$	2.37	$	340	1.8	$	1,136

(1) The intrinsic value of contingent restricted stock units was calculated as the closing market price on June 30, 2025 and 2024 of the underlying stock multiplied by the number of restricted shares that would be issuable.