HighPeak Energy, Inc 10-Q for FY2024 Q3

HighPeak Energy, Inc. (HPK)

10-Q 2024-11-04 For: 2024-09-30

Added on April 11, 2026

About this 10-Q

HighPeak Energy, Inc filed this 10-Q on November 4, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $271.58M; down 21.4% from $345.59M a year earlier
Net income: $49.93M; up 28.8% from net income of $38.78M a year earlier
Diluted EPS: $0.35; up 25.0% from $0.28 a year earlier

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Delaware	84-3533602
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

421 W. 3rd St., Suite 1000	76102
Fort Worth, Texas	(Zip Code)
(Address of principal executive offices and zip code)

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

		Page
Definitions of Certain Terms and Conventions Used Herein		1
Cautionary Statement Concerning Forward-Looking Statements		5
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	6
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Operations	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
Signatures		44

	•	*“10.000% Senior Notes*” means the $225.0 million aggregate principal amount of our 10.000% Senior Notes due 2024, which were issued pursuant to an indenture in February 2022 and repaid in full in September 2023.
	•	*“10.625% Senior Notes*” means the $250.0 million aggregate principal amount of our 10.625% Senior Notes due 2024, $225.0 million of which were issued pursuant to an indenture in November 2022 and $25.0 million of which were issued pursuant to an indenture in December 2022 and repaid in full in September 2023.
	•	*“3-D seismic*” means three-dimensional seismic data which is geophysical data that depicts the subsurface strata in three dimensions. 3-D seismic data typically provides a more detailed and accurate interpretation of the subsurface strata than two-dimensional data.
	•	*“ASC*” means Accounting Standards Codification.
	•	*“ASU*” means Accounting Standards Update.
	•	*“Basin*” means a large natural depression on the earth’s surface in which sediments generally brought by water accumulate.
	•	*“Bbl*” means a standard barrel containing 42 United States gallons.
	•	*“Bcf*” means one billion cubic feet.
	•	*“Boe*” means a barrel of crude oil equivalent and is a standard convention used to express crude oil and natural gas volumes on a comparable crude oil equivalent basis. Natural gas equivalents are determined under the relative energy content method by using the ratio of six thousand cubic feet of natural gas to one Bbl of crude oil or NGL.
	•	*“Boepd*” means Boe per day.
	•	*“Bopd*” means one barrel of crude oil per day.
	•	*“Btu*” means British thermal unit, which is a measure of the amount of energy required to raise the temperature of one pound of water one degree Fahrenheit.
	•	*“Collateral Agency Agreement*” means the Company’s Collateral Agency Agreement, dated as of September 12, 2023, by and among HighPeak Energy, Inc., Texas Capital Bank, as collateral agent, Chambers Energy Management, LP, as term representative, Mercuria Energy Trading SA, as first-out representative prior to giving effect to that certain Collateral Agency Joinder – Additional First-Out Debt, dated as of November 1, 2023, and Fifth Third Bank, National Association as first-out representative after giving effect to that certain Collateral Agency Joinder – Additional First-Out Debt, dated as of November 1, 2023.
	•	*“common stock” or “HighPeak Energy common stock*” means the Company’s common stock, par value $0.0001 per share.
	•	*“Completion*” The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil and natural gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
	•	*“Credit Agreement*” means the Term Loan Credit Agreement and the Senior Credit Facility Agreement.
	•	*“DD&A*” means depletion, depreciation and amortization.
	•	*“Development costs*” Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the crude oil and natural gas. For a complete definition of development costs, refer to the SEC’s Regulation S-X, Rule 4-10(a)(7).
	•	*“Development project*” A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.
	•	*“Development well*” A well drilled within the proved area of a crude oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.
	•	*“Differential*” An adjustment to the price of crude oil, NGL or natural gas from an established spot market price to reflect differences in the quality and/or location of crude oil, NGL or natural gas.
	•	*“Dry hole” or “dry well*” A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.
	•	*“Economically producible*” The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation.
	•	*“EUR” or “Estimated ultimate recovery*” The sum of reserves remaining as of a given date and cumulative production as of that date.
	•	*“Exploratory well*” An exploratory well is a well drilled to find a new field, to find a new reservoir in a field previously found to be productive of crude oil or natural gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well or a stratigraphic test well as those items are defined by the SEC.

	•	*“Extension well*” An extension well is a well drilled to extend the limits of a known reservoir.
	•	*“FASB*” Financial Accounting Standards Board.
	•	*“Field*” An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.
	•	*“First Amendment*” means the First Amendment to Senior Credit Facility Agreement, dated March 29, 2024, by and among HighPeak Energy, Inc., as borrower, Fifth Third Bank, National Association, as administrative agent, the guarantors party thereto and the lenders party thereto.
	•	*“Formation*” A layer of rock which has distinct characteristics that differs from nearby rocks.
	•	*“GAAP*” means accounting principles generally accepted in the United States of America.
	•	*“Gross wells*” means the total wells in which a working interest is owned.
	•	*“Held by production*” Acreage covered by a mineral lease that perpetuates a company’s right to operate a property as long as the property produces a minimum paying quantity of crude oil or natural gas.
	•	*“HH*” means Henry Hub, a distribution hub in Louisiana that serves as the delivery location for natural gas futures contracts on the NYMEX.
	•	*“HighPeak Energy” or the “Company*” means HighPeak Energy, Inc. and its subsidiaries.
	•	*“HighPeak I*” means HighPeak Energy, LP, a Delaware limited partnership.
	•	*“HighPeak II*” means HighPeak Energy II, LP, a Delaware limited partnership.
	•	*“Horizontal drilling*” A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval.
	•	*“HighPeak Contributors*” means HighPeak I, HighPeak II and HPK GP.
	•	*“HPK GP*” means HighPeak Energy, LLC, a Delaware limited liability company.
	•	*“Hydraulic fracturing*” is the technique of stimulating the production of hydrocarbons from tight formations. The Company routinely utilizes hydraulic fracturing techniques in its drilling and completion programs. The process involves the injection of water, sand, and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production.
	•	*“Lease operating expenses*” The expenses of lifting crude oil or natural gas from a producing formation to the surface, constituting part of the current operating expenses of a working interest including labor, superintendence, supplies, repairs, short-lived assets, maintenance, allocated overhead costs, workover, marketing and transportation costs, insurance and other expenses incidental to production, but excluding lease acquisition or drilling or completion expenses.
	•	*“MBbl*” means one thousand Bbls.
	•	*“MBoe*” means one thousand Boes.
	•	*“Mcf*” means one thousand cubic feet and is a measure of natural gas volume.
	•	*“MMBbl*” means one million Bbls.
	•	*“MMBtu*” means one million Btus.
	•	*“MMcf*” means one million cubic feet and is a measure of natural gas volume.
	•	*“Net acres*” The percentage of total acres an owner has out of a particular number of gross acres or a specified tract. As an example. an owner who has 50% interest in 100 gross acres owns 50 net acres.
	•	*“Net production*” Production that is owned by us, less royalties and production due others.
	•	*“NGL*” means natural gas liquids, which are the heavier hydrocarbon liquids that are separated from the natural gas stream; such liquids include ethane, propane, isobutane, normal butane and gasoline.
	•	*“NYMEX*” means the New York Mercantile Exchange.
	•	*“OPEC*” means the Organization of Petroleum Exporting Countries.
	•	*“Operator*” The individual or company responsible for the exploration and/or production of a crude oil or natural gas well or lease.
	•	*“Plugging*” A downhole tool that is set inside the casing to isolate the lower part of the wellbore.
	•	*“Pooling*” The bringing together of small tracts or fractional mineral interests in one or more tracts to form a drilling and production unit for a well under applicable spacing rules.
	•	*“Principal Stockholder Group*” means HighPeak Pure Acquisition, LLC, a Delaware limited liability company, and wholly owned subsidiary of HighPeak I, the HighPeak Contributors and Jack Hightower and each of their respective affiliates and certain permitted transferees, collectively.
	•	*“Prior Credit Agreement*” means the Company’s Credit Agreement, dated as of December 17, 2020, as amended from time to time, among HighPeak Energy, Inc., as Borrower, Wells Fargo Bank, National Association, as administrative agent, and the Lenders party thereto.
	•	*“Production costs*” Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. For a complete definition of production costs, refer to the SEC’s Regulation S-X, Rule 4-10(a)(20).
	•	*“Productive well*” A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

	•	*“Proration unit*” A unit that can be effectively and efficiently drained by one well, as allocated by a governmental agency having regulatory jurisdiction.
	•	*“Prospect*” A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.
	•	*“Proved developed nonproducing reserves” or “PDNP*” means proved reserves that are developed nonproducing reserves.
	•	*“Proved developed producing reserves” or “PDP*” means proved reserves that are developed producing reserves.
	•	*“Proved developed reserves*” means proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods and can be expected to be recovered through extraction technology installed and operational at the time of the reserve estimate and can be subdivided into PDP and PDNP reserves.
	•	*“Proved reserves*” Those quantities of crude oil and natural gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
		(i) The area of the reservoir considered as proved includes: (A) the area identified by drilling and limited by fluid contacts, if any, and (B) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible crude oil or natural gas on the basis of available geoscience and engineering data.
		(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons as seen in a well penetration unless geoscience, engineering or performance data and reliable technology establishes a lower contact with reasonable certainty.
		(iii) Where direct observation from well penetrations has defined a highest known crude oil elevation and the potential exists for an associated natural gas cap, proved crude oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering or performance data and reliable technology establish the higher contact with reasonable certainty.
		(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: (A) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) the project has been approved for development by all necessary parties and entities, including governmental entities.
		(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
	•	*“Proved undeveloped reserves” or “PUD*” means proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for completion. Undrilled locations can be classified as PUDs only if a development plan has been adopted indicating that such locations are scheduled to be drilled within five (5) years, unless specific circumstances justify a longer time.
	•	*“PV-10*” When used with respect to crude oil and natural gas reserves, PV-10 means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development and abandonment costs, using prices and costs in effect at the determination date, before income taxes, and without giving effect to non-property related expenses, discounted to a present value using an annual discount rate of 10%. PV-10 is not a financial measure calculated in accordance with GAAP and generally differs from standardized measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. Neither PV-10 nor standardized measure represents an estimate of the fair market value of our crude oil and natural gas properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities.
	•	*“Realized price*” The cash market price less all expected quality, transportation and demand adjustments.
	•	*“Recompletion*” The process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs or enhancing existing reservoirs in an attempt to establish or increase existing production.
	•	*“Reserves*” Reserves are estimated remaining quantities of crude oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering crude oil and natural gas or related substances to market, and all permits and financing required to implement the project.
	•	*“Reservoir*” A porous and permeable underground formation containing a natural accumulation of producible crude oil and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs.

	•	*“Resources*” Quantities of crude oil and natural gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered unrecoverable. Resources include both discovered and undiscovered accumulations.
	•	*“royalty*” An interest in a crude oil and natural gas lease that gives the owner the right to receive a portion of the production from the leased acreage (or of the proceeds from the sale thereof) but does not require the owner to pay any portion of the production or development costs on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.
	•	*“SEC*” means the United States Securities and Exchange Commission.
	•	*“Senior Credit Facility Agreement*” means the Company’s Credit Agreement, dated as of November 1, 2023, among HighPeak Energy, Inc., as Borrower, Fifth Third Bank, National Association, as administrative agent and collateral agent, and the lenders party thereto.
	•	*“Service well*” A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include natural gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.
	•	*“Spacing*” The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 100-acre spacing, the distance between horizontal wellbores, e.g., 880-foot spacing or the number of wells per section, e.g., 6-well spacing. It is often established by regulatory agencies and/or the operator to optimize recovery of hydrocarbons.
	•	*“Spot market price*” The cash market price without reduction for expected quality, transportation and demand adjustments.
	•	*“Standardized measure*” The present value (discounted at an annual rate of 10 percent) of estimated future net revenues to be generated from the production of proved reserves net of estimated income taxes associated with such net revenues, as determined in accordance with FASB guidelines as well as the rules and regulations of the SEC, without giving effect to non-property related expenses such as indirect general and administrative expenses, and debt service or to DD&A. Standardized measure does not give effect to derivative transactions.
	•	*“Stratigraphic test well*” A drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as “exploratory type” if not drilled in a known area or “development type” if drilled in a known area.
	•	*“Term Loan Credit Agreement*” means the Company’s Term Loan Credit Agreement, dated as of September 12, 2023, by and between HighPeak Energy, Inc., as borrower, Texas Capital Bank, as administrative agent, Chambers Energy Management, LP, as collateral agent, and the lenders from time-to-time party thereto.
	•	*“Undeveloped acreage*” Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of crude oil and natural gas regardless of whether such acreage contains proved reserves.
	•	*“Unit*” The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.
	•	*“U.S.*” means the United States.
	•	*“warrants*” means warrants to purchase one share of HighPeak Energy common stock at a price of $11.50 per share.
	•	*“Wellbore*” The hole drilled by the bit that is equipped for crude oil and natural gas production on a completed well. Also called well or borehole.
	•	*“Working interes*t” The right granted to the lessee of a property to explore for and to produce and own crude oil, natural gas or other minerals. The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis.
	•	*“Workover*” Operations on a producing well to restore or increase production.
	•	*“WTI*” means West Texas Intermediate, a light sweet blend of crude oil produced from fields in western Texas and is a grade of crude oil used as a benchmark in crude oil pricing.
	•	With respect to information on the working interest in wells and acreage, “*net” wells and acres are determined by multiplying “gross*” wells and acres by the Company’s working interest in such wells or acres. Unless otherwise specified, wells and acreage statistics quoted herein represent gross wells or acres.
	•	All currency amounts are expressed in U.S. dollars.

	●	our ability to refinance or pay, when due, the principal of, interest or other amounts due in respect of our indebtedness;
	●	our liquidity, cash flow and access to capital;
	●	the supply and demand for and market prices of crude oil, NGL, natural gas and other products or services, and the associated impact of our hedging policies relating thereto;
	●	capital expenditures and other contractual obligations, including our obligations under our Term Loan Credit Agreement and Senior Credit Facility Agreement;
	●	the results of our ongoing strategic alternatives review process;
	●	political instability or armed conflict in crude oil or natural gas producing regions, such as the ongoing war between Russia and Ukraine, the Israel-Hamas conflict and the Israel-Iran conflict;
	●	volatility in the political, legal and regulatory environments ahead of the upcoming U.S. presidential election;
	●	political and regulatory uncertainties associated with the upcoming U.S. presidential transition;
	●	the integration of acquisitions;
	●	the availability of capital resources;
	●	production and reserve levels;
	●	drilling and completion risks;
	●	inflation rates and the impacts of associated monetary policy responses, including increased interest rates and resulting pressures on economic growth;
	●	economic and competitive conditions;
	●	the impacts of revising our drilling plan during the year transitioning to an increased or decreased rig count from time to time;
	●	severe weather conditions;
	●	epidemics or pandemics, including the effects of related public health concerns and the impact of continued actions taken by governmental authorities and other third parties in response to pandemics and their impact on commodity prices, supply and demand considerations, and storage capacity;
	●	the availability of goods and services and supply chain issues;
	●	legislative, regulatory or policy changes;
	●	regulatory and related policy actions intended by federal, state and/or local governments to reduce fossil fuel use and associated carbon emissions, to drive the substitution of renewable forms of energy for crude oil and natural gas, which may over time reduce demand for crude oil, NGL and natural gas, including as a result of the Inflation Reduction Act of 2022 (“IRA 2022”) or otherwise;
	●	our ability to predict and manage the effects of actions of OPEC and agreements to set and maintain production levels, including as a result of recent production cuts by OPEC;
	●	cyber-attacks;
	●	occurrence of property acquisitions or divestitures;
	●	the securities or capital markets and our ability to access such markets on attractive terms or at all, and related risks such as general credit, liquidity, market and interest-rate risks; and
	●	other factors disclosed under “Part I, Items 1 and 2. Business and Properties,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk,” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 6, 2024 (“Annual Report”) and under “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Part II, Item 1A. Risk Factors” and “Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk,” included in each of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 8, 2024, Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the SEC on August 5, 2024 and this Quarterly Report.

	September 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	135,573		$	194,515
Accounts receivable		76,444			94,589
Derivative instruments		24,843			31,480
Inventory		7,966			7,254
Prepaid expenses		3,921			995
Total current assets		248,747			328,833
Crude oil and natural gas properties, using the successful efforts method of accounting:
Proved properties		3,798,128			3,338,107
Unproved properties		75,088			72,715
Accumulated depletion, depreciation and amortization		(1,079,113	)		(684,179	)
Total crude oil and natural gas properties, net		2,794,103			2,726,643
Other property and equipment, net		3,483			3,572
Derivative instruments		—			16,059
Other noncurrent assets		15,133			5,684
Total assets	$	3,061,466		$	3,080,791
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	120,000		$	120,000
Accounts payable – trade		52,557			63,583
Accrued capital expenditures		30,388			39,231
Revenues and royalties payable		28,532			29,724
Other accrued liabilities		25,499			19,613
Derivative instruments		1,937			13,054
Advances from joint interest owners		425			262
Operating leases		290			528
Accrued interest		—			1,398
Total current liabilities		259,628			287,393
Noncurrent liabilities:
Long-term debt, net		953,825			1,030,299
Deferred income taxes		227,966			197,068
Asset retirement obligations		14,231			13,245
Operating leases		126			—
Derivative instruments		—			65
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at September 30, 2024 and December 31, 2023		—			—
Common stock, $0.0001 par value, 600,000,000 shares authorized, 126,625,221 and 128,420,923 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		13			13
Additional paid-in capital		1,173,231			1,189,424
Retained earnings		432,446			363,284
Total stockholders’ equity		1,605,690			1,552,721
Total liabilities and stockholders’ equity	$	3,061,466		$	3,080,791

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating revenues:
Crude oil sales	$	270,636		$	338,372		$	827,595		$	790,458
NGL and natural gas sales		942			7,214			7,013			19,682
Total operating revenues		271,578			345,586			834,608			810,140
Operating costs and expenses:
Crude oil and natural gas production		35,413			39,820			98,482			107,696
Production and ad valorem taxes		15,412			18,839			46,410			44,395
Exploration and abandonments		362			1,728			1,027			4,372
Depletion, depreciation and amortization		136,578			117,420			395,121			291,562
Accretion of discount		241			122			722			360
General and administrative		4,971			6,934			14,391			11,952
Stock-based compensation		3,753			14,057			11,326			22,095
Total operating costs and expenses		196,730			198,920			567,479			482,432
Other expense		1,404			540			3,405			8,042
Income from operations		73,444			146,126			263,724			319,666
Interest income		2,172			730			6,964			923
Interest expense		(42,579	)		(37,022	)		(129,204	)		(103,278	)
Gain (loss) on derivative instruments, net		32,334			(29,655	)		(23,411	)		(30,898	)
Loss on extinguishment of debt		—			(27,300	)		—			(27,300	)
Income before income taxes		65,371			52,879			118,073			159,113
Provision for income taxes		15,438			14,100			31,985			38,251
Net income	$	49,933		$	38,779		$	86,088		$	120,862
Earnings per share:
Basic net income	$	0.36		$	0.28		$	0.62		$	0.94
Diluted net income	$	0.35		$	0.28		$	0.60		$	0.90

Weighted average shares outstanding:
Basic		124,988			123,159			125,595			115,164
Diluted		129,094			127,006			129,581			120,531

Dividends declared per share	$	0.04		$	0.025		$	0.12		$	0.075

Three and Nine Months Ended September 30, 2024
	Shares Outstanding			Common Stock		Additional Paid-in- Capital			Retained Earnings			Total Stockholders' Equity
Balance, December 31, 2023		128,421		$	13	$	1,189,424		$	363,284		$	1,552,721
Dividends declared ($0.04 per share)		—			—		—			(5,137	)		(5,137	)
Dividend equivalents declared on outstanding stock options ($0.04 per share)		—			—		—			(532	)		(532	)
Repurchased shares under buyback program		(566	)		—		(8,851	)		—			(8,851	)
Stock-based compensation costs:
Compensation costs included in net income		—			—		3,798			—			3,798
Net income		—			—		—			6,438			6,438
Balance, March 31, 2024		127,855		$	13	$	1,184,371		$	364,053		$	1,548,437
Dividends declared ($0.04 per share)		—			—		—			(5,114	)		(5,114	)
Dividend equivalents declared on outstanding stock options ($0.04 per share)		—			—		—			(530	)		(530	)
Exercise of warrants		—			—		1			—			1
Repurchased shares under buyback program		(413	)		—		(5,845	)		—			(5,845	)
Stock-based compensation costs:
Restricted shares issued to outside directors		54			—		—			—			—
Compensation costs included in net income		—			—		3,775			—			3,775
Net income		—			—		—			29,717			29,717
Balance, June 30, 2024		127,496		$	13	$	1,182,302		$	388,126		$	1,570,441
Dividends declared ($0.04 per share)		—			—		—			(5,082	)		(5,082	)
Dividend equivalents declared on outstanding stock options ($0.04 per share)		—			—		—			(531	)		(531	)
Repurchased shares under buyback program		(871	)		—		(12,824	)		—			(12,824	)
Stock-based compensation costs:
Compensation costs included in net income		—			—		3,753			—			3,753
Net income		—			—		—			49,933			49,933
Balance, September 30, 2024		126,625		$	13	$	1,173,231		$	432,446		$	1,605,690

	September 30, 2024		December 31, 2023
Land	$	2,091	$	2,139
Transportation equipment		673		689
Buildings		520		530
Leasehold improvements		197		209
Field equipment		2		4
Furniture and fixtures		—		1
Total other property and equipment, net	$	3,483	$	3,572

	●	Level 1 – quoted prices for identical assets or liabilities in active markets.
	●	Level 2 – quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates) and inputs derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3 – unobservable inputs for the asset or liability, typically reflecting management’s estimate of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore, determined using model-based techniques, including discounted cash flow models.

	As of September 30, 2024
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Commodity price derivatives – current	$	—	$	24,843	$	—	$	24,843
Liabilities:
Commodity price derivatives – current		—		1,937		—		1,937
Total recurring fair value measurements, net	$	—	$	22,906	$	—	$	22,906

	As of December 31, 2023
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Commodity price derivatives – current	$	—	$	31,480	$	—	$	31,480
Commodity price derivatives – noncurrent		—		16,059		—		16,059
Total assets		—		47,539		—		47,539
Liabilities:
Commodity price derivatives – current		—		13,054		—		13,054
Commodity price derivatives – noncurrent		—		65		—		65
Total liabilities		—		13,119		—		13,119
Total recurring fair value measurements, net	$	—	$	34,420	$	—	$	34,420

						Swaps		Enhanced Collars & Deferred Premium Puts
Settlement Month	Year	Type of Contract	Bbls Per Day		Index	Price per Bbl		Floor or Strike Price per Bbl		Ceiling Price per Bbl		Deferred Premium Payable per Bbl
Crude Oil:
Oct – Dec	2024	Swap		8,500	WTI Cushing	$	74.12	$	—	$	—	$	—
Oct – Dec	2024	Basis Swap		25,000	Argus WTI Midland	$	1.12	$	—	$	—	$	—
Oct – Dec	2024	Collar		13,667	WTI Cushing	$	—	$	64.41	$	87.47	$	1.43
Oct – Dec	2024	Put		9,000	WTI Cushing	$	—	$	65.78	$	—	$	5.00
Jan – Mar	2025	Swap		7,467	WTI Cushing	$	74.69	$	—	$	—	$	—
Jan – Mar	2025	Collar		11,000	WTI Cushing	$	—	$	63.64	$	86.66	$	1.54
Jan – Mar	2025	Put		9,000	WTI Cushing	$	—	$	65.78	$	—	$	5.00
Apr – Jun	2025	Swap		5,500	WTI Cushing	$	76.37	$	—	$	—	$	—
Apr – Jun	2025	Collar		7,989	WTI Cushing	$	—	$	64.38	$	88.55	$	2.00
Apr – Jun	2025	Put		9,000	WTI Cushing	$	—	$	65.78	$	—	$	5.00
Jul – Sep	2025	Swap		3,000	WTI Cushing	$	75.85	$	—	$	—	$	—
Jul – Sep	2025	Collar		7,000	WTI Cushing	$	—	$	65.00	$	90.08	$	2.28
Jul – Sep	2025	Put		9,000	WTI Cushing	$	—	$	65.78	$	—	$	5.00

	Nine Months Ended September 30, 2024
Beginning capitalized exploratory/extension well costs	$	40,888
Additions to exploratory/extension well costs		103,657
Reclassification to proved properties		(126,227	)
Exploratory/extension well costs charged to exploration and abandonment expense		(229	)
Ending capitalized exploratory/extension well costs	$	18,089

	Stock Options			Average Exercise Price		Remaining Term in Years		Intrinsic Value (in thousands)
Outstanding at December 31, 2022		11,517,228		$	12.20		7.9	$	128,429
Awards granted		1,949,000			10.50
Exercised		(11,834	)	$	12.52
Forfeitures		(5,333	)	$	24.83
Outstanding at December 31, 2023		13,449,061		$	11.95		6.3	$	47,672
Forfeitures		(4,999	)	$	26.44
Outstanding at September 30, 2024		13,444,062		$	11.95		5.6	$	43,542

Vested at December 31, 2023		13,387,074		$	11.88		6.3	$	47,672
Exercisable at December 31, 2023		11,438,074		$	12.12		6.9	$	40,383

Vested at September 30, 2024		13,444,062		$	11.95		5.6	$	43,542
Exercisable at September 30, 2024		11,495,062		$	12.19		6.2	$	36,954

	As of September 30, 2024
Mercuria Energy Trading SA	$	11,792
Fifth Third Bank, National Association		7,178
Wells Fargo Bank, National Association		3,609
Macquarie Bank Limited		327
	$	22,906

	September 30, 2024			December 31, 2023
Term Loan Credit Agreement due 2026	$	1,110,000		$	1,200,000
Senior Credit Facility Agreement due 2026		—			—
Discounts, net (a)		(19,676	)		(27,062	)
Debt issuance costs, net (b)		(16,499	)		(22,639	)
Total debt		1,073,825			1,150,299
Less current maturities of long-term debt		(120,000	)		(120,000	)
Long-term debt, net	$	953,825		$	1,030,299

	Nine Months Ended September 30, 2024
Beginning asset retirement obligations	$	13,245
Liabilities incurred from new wells		472
Dispositions		(208	)
Accretion of discount		722
Ending asset retirement obligations	$	14,231

	September 30, 2024			December 31, 2023
Approved and authorized shares		16,414,015			16,414,015
Shares subject to awards issued under plan		(15,808,671	)		(15,759,791	)
Shares available for future grant		605,344			654,224

	September 30, 2024
Remainder of 2024	$	182
2025		261
Total		443
Less present value discount		(27	)
Present value of lease liabilities	$	416

	September 30, 2024			December 31, 2023
Deferred tax assets:
Interest expense limitations	$	64,387		$	41,352
Net operating loss carryforwards		11,023			13,503
Stock-based compensation		3,311			6,332
Other		—			36
Less: Valuation allowance		—			—
Deferred tax assets		78,721			61,223
Deferred tax liabilities:
Crude oil and natural gas properties, principally due to differences in basis and depreciation and the deduction of intangible drilling costs for tax purposes		(301,489	)		(250,859	)
Unrecognized derivative gains, net		(4,946	)		(7,432	)
Other		(252	)		—
Deferred tax liabilities		(306,687	)		(258,291	)
Net deferred tax liabilities	$	(227,966	)	$	(197,068	)

	Nine Months Ended September 30, 2024
Crude Oil (Bbls)		38,581
NGL (Bbls)		5,890
Natural Gas (Mcf)		32,418
Total (Boe)		49,874

	Nine Months Ended September 30, 2024
Unproved property acquisition costs	$	9,982
Proved acquisition costs		385
Total acquisitions		10,367
Development costs		348,161
Exploration costs		103,663
Total finding and development costs		462,191
Asset retirement obligations		589
Total costs incurred	$	462,780

	Drilled				Completed
	Gross		Net		Gross		Net
Flat Top area		49		47.8		42		40.8
Signal Peak area		6		0.3		9		0.6
Total		55		48.1		51		41.4

Period	Total Number of Shares Purchased⁽¹⁾		Average Price Paid Per Share⁽²⁾		Total Number of Shares Purchased as Part of Publicly Announced Plan		Approximate Dollar Value of Shares that May Yet to Be Purchased Under the Plan⁽³⁾⁽⁴⁾
($ in thousands, except per share amounts and shares)
July 1, 2024 - July 31, 2024		116,868	$	14.13		116,868		58,831
August 1, 2024 - August 31, 2024		331,536	$	15.06		331,536	$	53,849
September 1, 2024 - September 30, 2024		422,243	$	14.34		422,243	$	47,809
Total		870,647	$	14.58		870,647

ITEM 6.	EXHIBITS

Exhibit
Number	Description

3.1	Second Amended & Restated Certificate of Incorporation of HighPeak Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39464) filed with the SEC on June 2, 2023).

3.2	Amended and Restated Bylaws of HighPeak Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39464) filed with the SEC on November 9, 2020).

4.1	Registration Rights Agreement, dated as of August 21, 2020, by and among HighPeak Energy, Inc., HighPeak Pure Acquisition, LLC, HighPeak Energy, LP, HighPeak Energy II, LP, HighPeak Energy III, LP and certain other security holders named therein (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K (File No. 001-39464) filed with the SEC on August 27, 2020).

4.2	Stockholders’ Agreement, dated as of August 21, 2020, by and among HighPeak Energy, Inc., HighPeak Pure Acquisition, LLC, HighPeak Energy, LP, HighPeak Energy II, LP, HighPeak Energy III, LP, Jack Hightower and certain directors of Pure Acquisition Corp. (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-39464) filed with the SEC on August 27, 2020).

4.3	Amendment and Assignment to Warrant Agreement, dated as of August 21, 2020, by and among Pure Acquisition Corp., Continental Stock Transfer & Trust Company and HighPeak Energy, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-4 and Form S-1 (File No. 333-235313) filed with the SEC on August 5, 2020).

31.1*	Certification of the Company’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).

31.2*	Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).

32.1**	Certification of the Company’s Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).

32.2**	Certification of the Company’s Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).

101.INS**	Inline XBRL Instance Document

101.SCH**	Inline XBRL Taxonomy Extension Schema Document

101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	HIGHPEAK ENERGY, INC.

November 4, 2024	By:	/s/ Steven Tholen
		Steven Tholen
		Chief Financial Officer

November 4, 2024	By:	/s/ Keith Forbes
		Keith Forbes
		Vice President and Chief Accounting Officer

	/s/ Jack Hightower
	Jack Hightower
	Chief Executive Officer
	Date: November 4, 2024