RSRV 10-K
Reserve Petroleum Co (RSRV)
10-K
2026-03-31
For: 2025-12-31
View Original
Added on
April 10, 2026
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the Fiscal Year Ended December 31 , 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
Commission File Number 000-08157
THE RESERVE PETROLEUM CO MPANY
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
( | |||||
| (Address and telephone number, including area code, of registrant’s principal executive offices) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| None | None | None | ||||||
Securities registered under Section 12(g) of the Exchange Act:
| (Title of Class) | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. oYes þNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. oYes þNo
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. þYes oNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þYes oNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer o | Accelerated filer 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
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes þ No
As of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant was $17,013,553 , as computed by reference to the last reported sale which was on June 30, 2025.
As of March 10, 2026, there were 151,594 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement (the “Proxy Statement”) relating to the registrant’s Annual Meeting of Stockholders to be held on May 19, 2026, which will be filed within 120 days of the end of the registrant’s year ended December 31, 2025, are incorporated by reference into Part III of this Form 10-K to the extent described therein.
TABLE OF CONTENTS
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Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
The risks and uncertainties that may affect the operations, performance, development and results of our business include, but are not limited to, the following:
•Our future operating results will depend upon management’s ability to employ and retain quality employees, generate revenues and control expenses. Any decline in operating revenues, without a corresponding reduction in operating expenses, could have a material adverse effect on our business, results of operations and financial condition.
•We have no significant long-term sales contracts for either oil or gas. For the most part, the price we receive for our product is based upon the spot market price, which in the past has experienced significant fluctuations. Management anticipates price fluctuations will continue in the future, making any attempt at estimating future prices subject to significant uncertainty.
•Exploration costs have been a significant component of our capital expenditures in the past and are expected to remain so in the near term. Under the successful efforts method of accounting for oil and gas properties, which we use, these costs are capitalized if drilling is successful or charged to operating costs and expensed if unsuccessful. Estimating the amount of future costs which may relate to successful or unsuccessful drilling is extremely imprecise.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. Because of these risks and other uncertainties, our actual future results, performance or achievements, or industry results, may be materially different from the results indicated by the forward-looking statements in this report. In addition, our past results of operations are not necessarily indicative of our future results. Accordingly, no forward-looking statements should be relied upon, which represent our beliefs, assumptions and estimates only as of the dates on which such forward-looking statements were made. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
PART I
ITEM 1. BUSINESS
Overview
The Reserve Petroleum Company (the “Company,” “we,” “our” or “us”) is engaged principally in managing its owned mineral properties and the exploration for and the development of oil and natural gas properties. Other business segments are not significant factors in our operations. The Company is a corporation organized under the laws of the State of Delaware in 1931.
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Oil and Natural Gas Properties
For a summary of certain data relating to our oil and gas properties, including production, undeveloped acreage, producing and dry wells drilled and recent activity, see Item 2, “Properties.” For a discussion and analysis of current and prior years’ revenue and related costs of oil and gas operations and a discussion of liquidity and capital resource requirements, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Owned Mineral Property Management
We have non-producing mineral interests of 88,868 net acres. These mineral interests are in 12 different states in the north-central and south-central United States. A total of 81,504 (92%) net acres are in the states of Arkansas, Kansas, Oklahoma, South Dakota and Texas, the areas of concentration in our exploration and development programs.
We have several options relating to the exploration and/or development of our owned mineral interests. Management continually reviews various industry reports and other sources for activity (leasing, drilling, significant discoveries, etc.) in areas where we have mineral ownership. Based on our analysis of any activity and assessment of the potential risk relative to the area, management may negotiate a lease or farmout agreement and accept a royalty interest, or we may choose to participate as a working interest owner and pay our proportionate share of any exploration or development drilling costs.
A substantial amount of our oil and gas revenue resulted from our owned mineral property management. In 2025, $3,425,011 (21%) of oil and gas sales was from royalty and other interests versus $3,460,997 (23%) in 2024. As a result of our mineral ownership, we had royalty interests in 7 gross (0.03 net) wells, which were drilled and completed as producing wells in 2025. This resulted in an average royalty interest of 0.50% for these 7 new wells. We have very little control over the timing or extent of the operations conducted on our royalty interest properties.
Development Program
Development drilling by the Company is usually initiated by participating as a working interest owner with a third-party operator in the development of non-producing mineral interests, which it owns; by participating with a joint interest operator in drilling additional wells on our producing leaseholds; or if our exploration program, discussed below, results in a successful exploratory well, by participating in the drilling of additional wells on the exploratory prospect.
In 2025, we participated in the drilling of 39 development wells, including 4 (0.05 net) in progress at the end of 2024 with 33 (0.7 net) completed as producers and 6 (0.08 net) in progress at the end of 2025.
Exploration Program
Our exploration program is normally conducted by purchasing interests in prospects developed by independent third parties; participating in third party exploration of Company-owned non-producing minerals; developing our own exploratory prospects; or a combination of these.
We normally acquire interests in exploratory prospects from someone in the industry with whom management has conducted business in the past and/or if management has confidence in the quality of the geological and geophysical information presented for evaluation to our personnel. If evaluation indicates the prospect is within our risk limits, we may negotiate to acquire an interest in the prospect and participate in a non-operating capacity.
We develop exploratory drilling prospects by identification of an area of interest, development of geological and geophysical information and purchase of leaseholds in the area. We may then attempt to sell an interest in the prospect to one or more companies in the petroleum industry with one of the purchasing companies functioning as operator. In 2025, we participated in the drilling of 10 exploratory wells, including 3 wells (0.54 net) in progress at the end of 2024, with 2 wells (0.26 net) completed as producers, 6 wells (1 net) completed as dry holes and 2 wells (0.24 net) in progress at the end of 2025.
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Investment Program
Our primary investment objective is to achieve moderate growth and earnings to protect assets against inflation and provide cash flow from investing activities that supplement cash flow from operations. Our diversification of investments is designed to provide a level of protection against the ongoing volatility and political unpredictability of the energy sector. Our investments are focused on quality investments that include, but are not limited to, carefully vetted marketable securities, real estate and other assets, energy sector investments, and start-up ventures. Investments are diversified among asset classes and within broad industry categories to help minimize risk. Low cost, passive investment solutions are used where available and prudent. Generally, there is a correlation between portfolio returns and the amount of portfolio risk we are willing to assume. We understand investing requires a longer-term perspective. We are willing to accept some portfolio risk and tolerate fluctuations in market value and rates of return to achieve objectives, but we maintain a moderate approach to protect against significant losses.
Water Well Drilling
Our wholly owned consolidated subsidiary, Trinity Water Services, LLC ("TWS"), an Oklahoma limited liability company, had a water well drilling agreement (“TWS Agreement”) with TWS South, LLC ("TWS South"), a Texas limited liability company until April 19, 2024, when the contract was terminated for breach of contract by TWS South. All water well drilling activity through April 19, 2024 is classified as such on the consolidated financial statements. See Item 8, Note 8 to the accompanying consolidated financial statements for additional information on TWS.
Consolidated Entities
We consolidate Variable Interest Entities (“VIEs”) when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with other applicable accounting principles generally accepted in the United States of America (“GAAP”). Grand Woods Development, LLC (“Grand Woods”) and TWS are accounted for as consolidated VIEs. See Item 8, Note 8 to the accompanying consolidated financial statements for additional information on VIEs.
Customers
In 2025, we had two customers whose total purchases were greater than 10% of revenues from oil and gas sales. Crawley Petroleum Corporation’s purchases were $5,280,399 or 33% of total oil and gas sales and Mewbourne Oil Company's purchases were $3,065,190 or 19% of total oil and gas sales. We sell most of our oil and gas under short-term sales contracts that are based on the spot market price.
Competition
The oil and gas industry is highly competitive in all its phases. There are numerous circumstances within the industry and related marketplace that are out of our control such as cost and availability of alternative fuels, the level of consumer demand, the extent of other domestic production of oil and gas, the price and extent of importation of foreign oil and gas, the cost of and proximity of pipelines and other transportation facilities, the cost and availability of drilling rigs, regulation by state and federal authorities and the cost of complying with applicable environmental regulations.
We do not operate any of the wells in which we have an interest; rather, we partner with companies that have the resources, staff and experience to operate wells both in the drilling and production phases. We use our strong financial base and our mineral and leasehold acreage ownership, along with our own geologic and economic evaluations, to participate in drilling operations with these companies. This methodology allows us to participate in exploration and development activities we could not undertake on our own due to financial and personnel limits and allows us to maintain low overhead costs.
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Regulation
Our operations are affected in varying degrees by political developments and federal and state laws and regulations. Although released from federal price controls, interstate sales of natural gas are subject to regulation by the Federal Energy Regulatory Commission (FERC). Oil and gas operations are affected by environmental laws and other laws relating to the petroleum industry, and both are affected by constantly changing administrative regulations. Rates of production of oil and gas have, for many years, been subject to a variety of conservation laws and regulations, and the petroleum industry is frequently affected by changes in the federal tax laws.
Generally, the respective state regulatory agencies supervise various aspects of oil and gas operations within their states and the transportation of oil and gas sold intrastate.
Environmental Protection and Climate Change
We may be, directly and indirectly, subject to the effects of climate change and may, directly or indirectly, be affected by government laws and regulations related to climate change. We cannot predict with any degree of certainty what effect, if any, climate change and government laws and regulations related to climate change will have on us and our business, whether directly or indirectly. While we believe that it is difficult to assess the timing and effect of climate change and pending legislation and regulation related to climate change on our business, we believe that those laws and regulations may affect, directly or indirectly, (i) the costs associated with drilling and production operations in which we participate, (ii) the demand for oil and natural gas, (iii) insurance premiums, deductibles and the availability of coverage and (iv) the cost of utilities paid by the Company. In addition, climate change may increase the likelihood of property damage and the disruption of operation of wells in which we participate. As a result, our financial condition could be negatively impacted, but we are unable to determine at this time whether that impact would be material.
Human Capital Resources
At December 31, 2025, we had eight employees including officers, all of whom work in our corporate office. Because we are small, our compensation philosophy and objectives are to provide compensation that is fair and reasonable for all employees at a competitive level that will allow us to attract and retain qualified personnel necessary to operate at the most efficient level possible. Our objective is to fully comply with all the operational and financial rules and regulations required of any public company, and specifically, those relating to the oil and gas exploration and production (“E&P”) industry. In addition, we try to maintain compensation at a level that is competitive with other similarly sized companies in this industry. Our philosophy and objectives for compensation of our executive officers are no different from those with respect to our other employees.
Compensation levels for all employees, including our executive officers, are reviewed annually by our executive team. This process includes reviews of salary and wage surveys, primarily for the oil and gas E&P industry, and informal performance evaluations provided by supervisors. Compensation levels for the next fiscal year are determined during this review process and presented to the entire Board of Directors for approval. In addition to competitive salary, we offer generous bonuses, company sponsored employee benefits, such as life and health insurance benefits, vacation, sick leave and a qualified 401(k) savings plan.
We believe that each employee contributes directly to our growth and success. Our business can only continue to be successful if we allow certain ethical standards to guide the way we operate as a Company, relate to our partners, and exhibit personal integrity in the business community. We share a duty to make the Company a better place for all of us as well as our partners and the community. Employees are always expected to maintain the highest standard of professional conduct.
All our employees devote a portion of their time to duties with an affiliated company, and we were reimbursed for the affiliate's share of compensation directly from that company. See Item 8, Note 14 to the accompanying consolidated financial statements for additional information.
ITEM 1A. RISK FACTORS
Not applicable.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Governance
Risk Management and Strategy
Through the Provider, automated security tools are used to monitor all Windows-based systems and provide defense against cyberattacks perpetrated on or against these systems and to protect internal systems from known and unknown cybersecurity threats. These security tools include:
•Advanced, next-generation endpoint security software, which detects attempted attacks on internal Windows-based systems and analyzes the attack providing context for said attacks to analysis teams. This data is then used to mitigate the attack and resolve the incident.
•Privilege management software, which provides application context to reviewers to aid in the preemptive identification of malicious activities on a system. When administrative permissions are requested, details regarding the requesting process are forwarded to our provider for review and analysis before granting administrative privileges, limiting an attacker’s ability to affect and compromise systems in the environment.
•Email security tools provided and managed by our Provider, which protect against email-based attacks. These tools include an email security gateway and an additional automated email filtering security. These tools provide advanced, AI-powered phishing detection and remediation for all Microsoft 365 email users in the environment.
We require all devices used by employees to be protected with the security measures listed above. It is also our policy that all devices be used by the employee only and any use by non-employees is prohibited.
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ITEM 2. PROPERTIES
Our principal properties are oil and natural gas properties. We have interests in approximately 944 producing properties with 38% of them being working interest properties and 62% of them being royalty interest properties. About 81% of all our properties are in Oklahoma and Texas and account for approximately 84% of our annual oil and gas sales. About 12% of our properties are in Arkansas, Kansas and South Dakota and account for approximately 8% of our annual oil and gas sales. The remaining 7% of our properties are in Colorado, Montana, Nebraska, New Mexico, Utah, West Virginia, Ohio and Wyoming and account for about 8% of our annual oil and gas sales. No individual property provides more than 10% of our annual oil and gas sales.
OIL AND NATURAL GAS OPERATIONS
Oil and Gas Reserves
Reference is made to the Unaudited Supplemental Financial Information beginning on Page 40 for working interest reserve quantity information. Since January 1, 2025, we have not filed any reports with any federal authority or agency, which included estimates of total proved net oil or gas reserves, except for our 2024 Annual Report on Form 10-K and federal income tax return for the year ended December 31, 2024. Those reserve estimates were identical.
Production
The average sales price of oil and gas production for our royalty and working interests as well as the average working interest production cost (lifting cost) per equivalent thousand cubic feet (MCF) of gas are presented in the table below for the years ended December 31, 2025, 2024, and 2023. Equivalent MCF was calculated using approximate relative energy content.
| Royalties | Working Interests | ||||||||||||||||||||||||||||
| Sales Price | Sales Price | ||||||||||||||||||||||||||||
| Oil Per Bbl | Gas Per MCF | Oil Per Bbl | Gas Per MCF | Average Production Cost per Equivalent MCF | |||||||||||||||||||||||||
| 2025 | $ | 59.34 | $ | 3.15 | $ | 60.18 | $ | 3.71 | $ | 2.34 | |||||||||||||||||||
| 2024 | $ | 72.98 | $ | 2.25 | $ | 70.78 | $ | 2.78 | $ | 3.09 | |||||||||||||||||||
| 2023 | $ | 76.44 | $ | 2.51 | $ | 74.38 | $ | 2.96 | $ | 3.63 | |||||||||||||||||||
At December 31, 2025, we had working interests in 161 gross (25.9 net) wells producing primarily gas and 408 gross (45.7 net) wells producing primarily oil. These interests were in 12,549 net producing acres. These wells include 1.83 net wells associated with secondary recovery projects.
Undeveloped Acreage
Our undeveloped acreage consists of non-producing mineral interests and undeveloped leaseholds. At December 31, 2025, we held 88,868 net acres of non-producing mineral interests and 10,536 net acres of undeveloped leaseholds.
Net Productive and Dry Wells Drilled
The following table summarizes the net wells drilled, in which we had a working interest for the years ended December 31, 2023 and thereafter, as to net productive and dry exploratory wells drilled and net productive and dry development wells drilled.
| Number of Net Working Interest Wells Drilled | |||||||||||||||||||||||
| Exploratory | Development | ||||||||||||||||||||||
| Productive | Dry | Productive | Dry | ||||||||||||||||||||
| 2025 | 0.26 | 1.00 | 0.70 | — | |||||||||||||||||||
| 2024 | 0.26 | 0.40 | 0.46 | — | |||||||||||||||||||
| 2023 | 0.67 | 1.20 | 0.87 | — | |||||||||||||||||||
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ITEM 3. LEGAL PROCEEDINGS
Our consolidated entity, TWS, entered into the TWS Agreement with TWS South, on March 19, 2021, to form a water well drilling company. The TWS Agreement was terminated on April 19, 2024. TWS was party to a negligence and breach of contract lawsuit filed July 23, 2024, in the district court of Bell County, Texas 169th Judicial District, by Victory Companies, LLC ("the Plaintiff"), a customer of TWS South. Defendants include TWS, TWS South, individually and d/b/a Trinity Water Solutions, LLC, and a third party engineering firm. The Plaintiff sought relief in excess of $1,000,000 and intended for discovery to be conducted under Level 3 of Texas Rule of Civil Procedure 190.4 in Bell County, Texas. On June 27, 2025, the presiding judge granted a Motion for Summary Judgment in the case, noting the Plaintiff would recover nothing against TWS or TWS South and that all claims again TWS and TWS South are denied. See Item 8, Note 8 to the accompanying consolidated financial statements for additional information on TWS.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information, Holders and Dividends
The Company’s stock is dually traded in the Pink Sheet Electronic Quotation Service and the OTC Bulletin Board under the symbol “RSRV.”
At March 10, 2026, we had 1,435 holders of record of its common stock. We paid dividends on our common stock in the amount of $10.00 per share in 2025 and 2024, and expect the 2026 dividend to be comparable. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” subheading “Financing Activities” section for more information about dividends paid. Management will review the amount of the annual dividend to be paid in 2026, if any, with the Board of Directors for its approval.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
The following table summarizes stock repurchases for the quarter ended December 31, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||
| October 1 to October 31, 2025 | 0 | $— | 0 | $1,722,240 | ||||||||||
| November 1 to November 30, 2025 | 22 | $165 | 22 | $1,776,434 | ||||||||||
| December 1 to December 31, 2025 | 0 | $— | 0 | $1,776,434 | ||||||||||
| Total | 22 | $165 | 22 | |||||||||||
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Please refer to the consolidated financial statements and related notes in Item 8 of this Form 10-K to supplement this discussion and analysis.
Critical Accounting Estimates
•Estimates of future revenues from oil and gas sales are derived from a combination of factors, which are subject to significant fluctuation over any given period. Reserve estimates, by their nature, are subject to revision in the short-term. The evaluating engineer considers production performance data, reservoir data and geological data available to us, as well as makes estimates of production costs, sale prices and the time period the property can be produced at a profit. A change in any of the above factors can significantly change the timing and amount of net revenues from a property. Our producing properties are composed of many small working interest and royalty interest properties. As a non-operating owner, we have limited access to the underlying data from which working interest reserve estimates are calculated. Estimates of royalty interest reserves are not made because the information required for the estimation is not available to us. While reserve estimates are not accounting estimates, they are the basis for impairment, depreciation, depletion and amortization described below. Additionally, the estimated economic life for each producing property from the reserve estimates is used in the calculation of asset retirement obligations.
•Reserves relating to our proved properties may become uneconomic to produce resulting in impairment of proved properties.
•The provisions for depreciation, depletion and amortization of oil and gas properties all constitute critical accounting estimates. Non-producing leaseholds are amortized over the life of the leases using a straight-line method; however, when leases are impaired or condemned, an appropriate adjustment to the provision is made at that time.
•The provision for impairment of long-lived assets is determined by review of the estimated future cash flows from the individual properties. A significant, unforeseen downward adjustment in future prices and/or potential reserves could result in a material change in estimated long-lived assets impairment.
•Depletion and depreciation of oil and gas properties are computed using the units-of-production method. A significant, unanticipated change in volume of production or estimated reserves would result in a material, unexpected change in the estimated depletion and depreciation provisions.
•We have significant obligations to remove tangible equipment and facilities associated with oil and gas wells and to restore land at the end of oil and gas production operations. Removal and restoration obligations are most often associated with plugging and abandoning wells. Estimating the future restoration and removal costs is difficult and requires estimates and judgments because most of the removal obligations will take effect in the future. Additionally, these operations are subject to private contracts and government regulations that often have vague descriptions of what is required. Asset removal technologies and costs are constantly changing as are regulatory, political, environmental and safety considerations. Inherent in the present value calculations are numerous assumptions and judgments, including the ultimate removal cost amounts, inflation factors and discount rate.
•The estimation of the amounts of income tax to be recorded by us involves interpretation of complex tax laws and regulations as well as the completion of complex calculations, including the determination of our percentage depletion deduction, if any. To calculate the exact excess percentage depletion allowance, a well-by-well calculation is and can only be performed at the end of each year. During interim periods, a high-level estimate is made considering historical data and current pricing. Although our management believes its income tax accruals are adequate, differences may occur in the future depending on the resolution of pending and new tax matters.
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LIQUIDITY AND CAPITAL RESOURCES
To supplement the following discussion, please refer to the consolidated balance sheets and the consolidated statements of cash flows included in this Form 10-K.
In 2025, as in prior years, we funded our business activity using internal sources of capital. For the most part, these internal sources are cash flows from operations, cash, cash equivalents and available-for-sale debt securities. When cash flows from operating activities exceed those needed for other business activities, the remaining balance is used to increase cash, cash equivalents, equity securities, and/or available-for-sale debt securities. When cash flows from operating activities are not adequate to fund other business activities, withdrawals are made from cash, cash equivalents, equity securities, and/or available-for-sale debt securities. Cash equivalents are highly liquid debt instruments purchased with a maturity of three months or less.
In 2025, net cash provided by operating activities was $9,941,805, net cash applied to investing activities was $10,161,873 and net cash applied to financing activities was $1,652,424.
Other than cash and cash equivalents, other significant changes in working capital include the following:
Equity securities increased $2,015,221 (81%) to $4,516,415 in 2025 from $2,501,194 in 2024. The increase is due to purchases in excess of sales of $385,677, and a net increase in market value of $1,629,544.
Refundable income taxes increased $45,829 (19%) to $282,311 in 2025 from $236,482 in 2024, primarily resulting from estimated federal tax deposits.
Accounts receivable increased $220,086 (8%) to $2,994,573 in 2025 from $2,774,487 in 2024, primarily due to an increase in new wells drilled in 2025 that were in first production, but not yet paid by operators as of December 31, 2025.
Accounts payable increased $647,711 (125%) to $1,167,893 in 2025 from $520,182 in 2024, primarily due to the timing of activity and invoices.
Discussion of Selected Material Line Items in Cash Flows
The following is a discussion of material changes in cash flow by activity between the years ended December 31, 2025 and 2024. Also, see the discussion of changes in operating results under “Results of Operations” below in this Item 7.
Operating Activities
Net cash flows provided by operating activities increased $2,022,498 (26%) to $9,941,805 in 2025 from net cash provided by operating activities of $7,919,307 in 2024. For more information on operating activities, see “Operating Revenues” and “Other Income, Net” below.
Investing Activities
Net cash applied to investing activities increased $3,186,996 (46%) to $10,161,873 in 2025, from net cash applied to investing activities of $6,974,877 in 2024. The 2025 amount was the result of net property purchases of $10,009,712, cash provided by equity method and other investments of $233,516 and net cash applied to equity securities of $385,677.
Financing Activities
Net cash applied to financing activities decreased $586,658 (26%) to $1,652,424 in 2025 from net cash applied to financing activities of $2,239,082 in 2024. The 2025 amount was the result of $10 per share cash dividends paid on common stock of $1,517,794, treasury stock purchases of $55,265, payments of principal on the Grand Woods note payable of $147,863, and capital contributions from Grand Woods non-controlling interests of $68,498.
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RESULTS OF OPERATIONS
In 2025 we had net income attributable to common stockholders of $4,903,715 compared to net income of $2,029,278 in 2024. Net income per share attributable to common stockholders, basic and diluted, was $32.32 in 2025, an increase of $19.14 per share from net income of $13.18 in 2024.
Operating Revenues
Operating revenues increased $1,445,498 (9%) to $17,441,161 in 2025 from $15,995,663 in 2024. Oil and gas sales increased $1,560,419 (10%) to $16,699,954 in 2025 from $15,139,535 in 2024. Lease bonuses and other revenues increased $546,054 (280%) to $741,207 in 2025 from $195,153 in 2024. Water well drilling services decreased $660,975 (100%) to $0 in 2025 from $660,975 in 2024, due to the termination of the TWS Agreement in 2024.
The $1,560,419 increase in oil and gas sales was the result of a $2,080,947 increase in gas sales, a $459,155 decrease in oil sales and a $61,373 decrease in miscellaneous oil and gas product sales.
The following price and volume analysis is presented to explain the changes in oil and gas sales from 2024 to 2025. Miscellaneous oil and gas product sales of $347,822 in 2025 and $409,195 in 2024 are not included in the analysis.
| Variance | ||||||||||||||||||||||||||
Production (in thousands, except per Unit prices) | 2025 | Price | Volume | 2024 | ||||||||||||||||||||||
| Gas – | ||||||||||||||||||||||||||
| MCF | 1,348 | 349 | 999 | |||||||||||||||||||||||
| $ | $ | 4,803 | $ | 1,132 | $ | 949 | $ | 2,722 | ||||||||||||||||||
| Unit Price | $ | 3.56 | $ | 0.84 | $ | 2.72 | ||||||||||||||||||||
| Oil – | ||||||||||||||||||||||||||
| Bbls | 192 | 26 | 166 | |||||||||||||||||||||||
| $ | $ | 11,549 | $ | (2,370) | $ | 1,910 | $ | 12,009 | ||||||||||||||||||
| Unit Price | $ | 60.03 | $ | (12.32) | $ | 72.35 | ||||||||||||||||||||
The $2,080,947 (76%) increase in natural gas sales to $4,802,719 in 2025 from $2,721,772 in 2024 was the cumulative result of an increase in gas sales volumes and an increase in the average price received per thousand cubic feet (MCF). The average price per MCF of natural gas sales increased $0.84 per MCF to $3.56 per MCF in 2025 from $2.72 per MCF in 2024, resulting in a positive gas price variance of $1,131,551. A positive volume variance of $949,396 was the result of an increase in natural gas volumes sold of 348,663 MCF to 1,348,157 MCF in 2025 from 999,494 MCF in 2024.
As disclosed in Supplemental Schedule 1 of the Unaudited Supplemental Financial Information included in Item 8 below, working interests in natural gas extensions and discoveries were adequate to replace working interest reserves produced in 2025 and 2024.
The $459,155 (4%) decrease in crude oil sales to $11,549,413 in 2025 from $12,008,568 in 2024 was the result of a decrease in the average price per barrel (Bbl), offset by an increase in oil sales volumes. The average price received per Bbl of oil decreased $12.32 to $60.03 in 2025 from $72.35 in 2024, resulting in a negative oil price variance of $2,369,412. A positive volume variance of $1,910,257 was the result of an increase in oil sales volumes of 26,403 Bbls to 192,387 Bbls in 2025 from 165,984 Bbls in 2024.
As disclosed in Supplemental Schedule 1 of the Unaudited Supplemental Financial Information included below in Item 8, working interests in oil extensions and discoveries were not adequate to replace working interest reserves produced in 2025 and 2024.
For both oil and gas sales, the price change was mostly the result of a change in the spot market prices upon which most of our oil and gas sales are based. These spot market prices have had significant fluctuations in the past and these fluctuations are expected to continue.
12
Operating Costs and Expenses
Operating costs and expenses decreased $589,724 (4%) to $13,154,634 in 2025 from $13,744,358 in 2024.
Production Costs. Production costs increased $157,917 (3%) to $4,740,087 in 2025 from $4,582,170 in 2024. The increase was the cumulative result of a $98,606 (3%) increase in lease operating expense to $3,141,841 in 2025 from $3,043,235 in 2024, a $69,587 (9%) increase in gross production taxes to $883,604 in 2025 from $814,017 in 2024, and a $10,276 (1%) decrease in processing deductions to $714,642 in 2025 from $724,918 in 2024.
Exploration Costs. Under the successful efforts method of accounting used by the Company, geological and geophysical costs are expensed as incurred, as are the costs of unsuccessful exploratory drilling. The costs of successful exploratory drilling and all development costs are capitalized. Total costs of exploration and development, excluding asset retirement obligations but inclusive of geological and geophysical costs, were $9,757,474 in 2025 and $8,088,232 in 2024. See Item 8, Note 10 to the accompanying consolidated financial statements for a breakdown of these costs. Exploration and acquisition costs charged to operations were $441,188 in 2025 and $439,059 in 2024, inclusive of geological and geophysical costs of $41,625 in 2025 and $38,217 in 2024.
For the year ended December 31, 2025, We participated in the drilling of 10 gross exploratory working interest wells and 39 gross development working interest wells, with working interests ranging from a high of 9.0% to a low of 0.06%. Of the 10 exploratory wells, 2 were completed as producing wells, 6 as dry holes and 2 wells were in progress at the end of 2025. Of the 39 development wells, 33 were completed as producing wells and 6 wells were in progress at the end of 2025.
Water Well Drilling Services. Water well drilling services expenses decreased $432,163 (100%) to $0 from $432,163 in 2024. The decrease resulted from the April 19, 2024 termination of the TWS JVA with TWS South for water well drilling services. See Item 8, Note 8 to the accompanying consolidated financial statements for additional information on TWS.
Depreciation, Depletion, Amortization and Valuation Provisions (DD&A). Major components of DD&A are the provision for impairment of undeveloped leaseholds, provision for impairment of long-lived assets, depletion of producing leaseholds and depreciation of tangible and intangible lease and well costs. Undeveloped leaseholds are amortized over the life of the leasehold (most are 3 years) using a straight-line method, except when the leasehold is impaired or condemned by drilling and/or geological interpretation of seismic data; if so, an adjustment to the provision is made at the time of impairment. The provision for impairment of undeveloped leaseholds was $52,202 and $56,881 in December 31, 2025 and 2024, respectively.
As discussed in Item 8, Note 11 to the accompanying consolidated financial statements, accounting principles require the recognition of an impairment loss on long-lived assets used in operations when indicators of impairment are present. Impairment evaluation is a two-step process. The first step is to measure when the undiscounted cash flows estimated to be generated by those assets, determined on a well-by-well basis, is less than the assets’ carrying amounts. The second step is to adjust those assets meeting the first criterion to estimated fair value. Evaluation for impairment was performed in both 2025 and 2024 with impairment losses of $1,540,705 and $1,949,148, respectively.
The depletion and depreciation of oil and gas properties are computed by the units-of-production method. The amount expensed in any year will fluctuate with the change in estimated reserves of oil and gas, a change in the rate of production or a change in the basis of the assets. The provision for depletion and depreciation was $4,290,427 and $3,157,718 in 2025 and 2024, respectively. The provision includes $52,550 and $42,590 in 2025 and 2024, respectively, for the amortization of the asset retirement costs. See Item 8, Note 3 to the accompanying consolidated financial statements for additional information regarding the asset retirement obligation. The provision for depreciation for other assets was $52,025 in 2025 and $55,248 in 2024.
Gain on Disposition of Oil and Gas Properties. We had a gain on oil and gas property sales of $793,764 and $172,935 in 2025 and 2024, respectively, resulting from sales of leasehold in western Oklahoma.
13
General, Administrative and Other (G&A). G&A decreased $420,588 (14%) to $2,656,562 from $3,077,150 in 2024. The decrease was primarily due to decreases of $63,373 in human resource costs, bad debt expense of $435,977 related to TWS accounts receivable, and IT costs of $17,762 offset by increases of $76,899 in consulting fees and $21,013 in regulatory fees, legal fees and taxes, with a net decrease in all other G&A accounts of $1,388.
Equity Income in Investees
Equity income in investees was $59,922 in 2025 and $112,481 in 2024. The 2025 net income consisted of Broadway Sixty-Eight, LLC (“Broadway 68”) income of $33,933, Broadway Seventy-Two, LLC (“Broadway 72”) income of $37,369, Victorum BRH Investment, LLC ("BRH") income of $31,440, offset by the Stott's Mill ("Stott's Mill") loss of $40,071 and QSN Office Park, LLC (“QSN”) loss of $2,749.
Other Income, Net
Other income, net was $1,847,233 in 2025 and $191,842 in 2024. See Item 8, Note 12 to the accompanying consolidated financial statements for a breakdown of Other Income, net. The material components of Other Income, Net are discussed below.
Net realized and unrealized gain on equity securities was $1,629,544 in 2025 and $375,461 in 2024. In 2025, we had realized losses of $36,760 and unrealized gains of $1,666,304. In 2024, we had realized gains of $66,168 and unrealized gains of $309,293. Unrealized gains in 2025 were primarily due to the increase in market value of one stock, Chilean Cobalt Corporation of $1,450,814.
Income from other investments increased $366,762 (656%) to $422,699 in 2025 from $55,937 in 2024, primarily resulting from $398,518 in income from the sale of all remaining acreage in OKC Industrial Properties, LC.
Interest income decreased $189,188 (94%) to $12,089 in 2025 from $201,277 in 2024 and dividend income increased $148,297 (151%) to $246,468 in 2025 from $98,171 in 2024, primarily due to a reclassification of bank interest to dividends to align with tax reporting.
Impairment of other investments increased $208,617 to $527,511 in 2025 from $318,894 in 2024, primarily due to impairment of Cloudburst International, Inc. of $356,007 and one VCC investment of $81,504. For more information on the loss on deconsolidation in 2024, please see Item 8, Note 8 – Non-Controlling Interests and Variable Interest Entities. For more information on impairment of other investments, please See Item 8, Note 7 – Investments and Related Commitments and Contingent Liabilities, Including Guaranties.
Income Tax Provision
In 2025, we had an estimated income tax provision of $1,265,135 as the result of a deferred tax provision of $1,252,559 and a current tax provision of $12,576. In 2024, we had an estimated income tax provision of $499,399 as the result of a deferred tax provision of $434,446 and a current tax provision of $64,953. See Item 8, Note 6 to the accompanying consolidated financial statements for an analysis of the various components of income taxes and a discussion of the federal tax rate change.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not applicable.
14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
| Page | |||||
Report of Independent Registered Public Accounting Firm (PCAOB ID | |||||
15
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors
of The Reserve Petroleum Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Reserve Petroleum Company and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Proved Oil and Natural Gas Properties – Oil and Natural Gas Reserve Quantities and Future Cash Flows Used to Determine Depletion and to Assess Impairment
Critical Audit Matter Description
As discussed in Note 3 and 11 to the financial statements, the Company's proved oil and natural gas properties are depleted using the units-of-production method on a property-by-property basis and is based primarily on estimates of proved reserve quantities. Additionally, the Company recognizes impairment of proved oil and natural gas properties on a property-by-property basis when indicators of impairment are present and the undiscounted cash flows are not sufficient to recover the property's carrying amount. The impairment loss is measured by comparing the estimated fair value of the property to its carrying amount. The Company's oil and natural gas reserve quantities and the related
16
future net cash flows required management to make significant estimates and assumptions. As a result of changing market conditions and commodity prices, assumptions can change from period to period, causing the estimates of proved reserves to change. The Company employs a petroleum engineer to estimate oil and natural gas reserves using generally accepted engineering methods, calculation procedures and engineering data, and also engages an independent engineering firm to review the reasonableness of a portion of the Company's estimated reserves. Changes in these assumptions or engineering data could have a significant impact on reserve quantities and the amount of depletion and impairment recorded during a period. The proved oil and natural gas properties balance was $18,581,757 as of December 31, 2025, net of accumulated depreciation, depletion, amortization and valuation allowance.
Given the significant judgments made by management, performing audit procedures to evaluate the Company's oil and natural gas reserve quantities and the related cash flows including management's estimates and assumptions required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to address management's significant judgments and assumptions related to oil and natural gas reserve quantities and estimates of the future cash flows included the following, among others:
a.Evaluated the experience, qualifications and objectivity of the Company's internal and external reservoir engineers, including the methodologies and calculation procedures used to estimate oil and natural gas reserves.
b.Evaluated forecasted production by comparing to historical production and decline rates.
c.Evaluated the future operating and capital cost assumptions used by the internal reservoir engineer to estimate future cash flows by comparing them to historical costs.
d.Assessed management's estimated oil and natural gas prices by:
i.Understanding the methodology used by management for development of the oil and natural gas prices used for assessing impairment and comparing the estimated prices to an independently determined range of prices, including published forward pricing indices and third-party industry sources.
ii.Understanding the methodology used by management for development of the oil and natural gas prices used for calculating depletion and comparing the prices to average historical prices.
iii.Evaluating the historical realized price differentials incorporated in the oil and natural gas prices.
/s/ HoganTaylor LLP
We have served as the Company’s auditor since 2009.
March 31, 2026
17
| December 31, | |||||||||||
| Current Assets: | 2025 | 2024 | |||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Equity Securities | |||||||||||
| Refundable Income Taxes | |||||||||||
| Accounts Receivable | |||||||||||
| Total Current Assets | |||||||||||
| Investments: | |||||||||||
| Equity Method Investments | |||||||||||
| Other Investments | |||||||||||
| Total Investments | |||||||||||
| Property, Plant and Equipment: | |||||||||||
| Oil and Gas Properties, at Cost, | |||||||||||
| Based on the Successful Efforts Method of Accounting – | |||||||||||
| Unproved Properties | |||||||||||
| Proved Properties | |||||||||||
| Oil and Gas Properties, Gross | |||||||||||
| Less – Accumulated Depreciation, Depletion, Amortization and Valuation Allowance | ( | ( | |||||||||
| Oil and Gas Properties, Net | |||||||||||
| Other Property and Equipment, at Cost | |||||||||||
| Less – Accumulated Depreciation | ( | ( | |||||||||
| Other Property and Equipment, Net | |||||||||||
| Total Property, Plant and Equipment, Net | |||||||||||
| Total Assets | $ | $ | |||||||||
See accompanying notes to consolidated financial statements
18
THE RESERVE PETROLEUM COMPANY
CONSOLIDATED BALANCE SHEETS, CONTINUED (1)
LIABILITIES AND EQUITY
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Current Liabilities: | |||||||||||
| Accounts Payable | $ | $ | |||||||||
| Other Current Liabilities | |||||||||||
| Note Payable, Current Portion | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-Term Liabilities: | |||||||||||
| Asset Retirement Obligation | |||||||||||
| Deferred Tax Liability, Net | |||||||||||
| Note Payable, Less Current Portion | |||||||||||
| Total Long-Term Liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Equity: | |||||||||||
| Common Stock | |||||||||||
| Additional Paid-in Capital | |||||||||||
| Retained Earnings | |||||||||||
| Equity Before Treasury Stock | |||||||||||
| Less – Treasury Stock, at Cost | ( | ( | |||||||||
| Total Equity Applicable to The Reserve Petroleum Company | |||||||||||
| Non-Controlling Interests | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
(1) Balances for December 31, 2025 and 2024, includes approximately $2,297,702 and $2,252,959 , respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and approximately $1,010,873 and $1,159,270 , respectively, of liabilities of consolidated variable interest entities for which creditors do have partial recourse to the general credit of the Company. For more information, see Note 8 – Non-Controlling Interests and Variable Interest Entities.
See accompanying notes to consolidated financial statements
19
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Revenues: | |||||||||||
| Oil and Gas Sales | $ | $ | |||||||||
| Lease Bonuses and Other | |||||||||||
| Water Well Drilling Services | |||||||||||
| Total Operating Revenues | |||||||||||
| Operating Costs and Expenses: | |||||||||||
| Production | |||||||||||
| Exploration | |||||||||||
| Water Well Drilling Services | |||||||||||
| Depreciation, Depletion, Amortization and Valuation Provisions | |||||||||||
| Asset Retirement Obligation Accretion | |||||||||||
| Gain on Disposition of Oil and Gas Properties | ( | ( | |||||||||
| General, Administrative and Other | |||||||||||
| Total Operating Costs and Expenses | |||||||||||
| Income from Operations | |||||||||||
| Equity Income in Investees | |||||||||||
| Interest Expense | ( | ( | |||||||||
| Other Income, Net | |||||||||||
| Income Before Income Taxes and Non-Controlling Interests | |||||||||||
| Income Tax Provision | |||||||||||
| Net Income | $ | $ | |||||||||
| Less: Net Loss Attributable to Non-Controlling Interests | ( | ( | |||||||||
| Net Income Attributable to Common Stockholders | $ | $ | |||||||||
| Per Share Data: | |||||||||||
| Net Income Attributable to Common Stockholders, Basic | $ | $ | |||||||||
| Cash Dividends | $ | $ | |||||||||
| Weighted Average Shares Outstanding, Basic | |||||||||||
See accompanying notes to consolidated financial statements
20
THE RESERVE PETROLEUM COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Non- Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||
| Year Ended December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net Income/(Loss) | — | — | — | ( | |||||||||||||||||||||||||||||||
| Dividends Declared | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Purchase of Treasury Stock | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Capital Contributions | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Year Ended December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net Income/(Loss) | — | — | — | ( | |||||||||||||||||||||||||||||||
| Dividends Declared | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Purchase of Treasury Stock | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Capital Contributions | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements
21
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Provided by/(Applied to) Operating Activities: | |||||||||||
| Net Income | $ | $ | |||||||||
| Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||||||||||
| Depreciation, Depletion, Amortization and Valuation Provisions | |||||||||||
| Depreciation Attributable to TWS | |||||||||||
| Accretion of Asset Retirement Obligation | |||||||||||
| Gain on Disposition of Oil and Gas Properties & Other Assets | ( | ( | |||||||||
| Cash Distributions from Equity Method Investments | |||||||||||
| Income on Equity Method and Other Investments | ( | ( | |||||||||
| Impairment of Other Investments | |||||||||||
| Loss on Deconsolidation of TWS South | |||||||||||
| Net Gain on Equity Securities | ( | ( | |||||||||
| Deferred Income Taxes | |||||||||||
| Change in Refundable Income Taxes | ( | ||||||||||
| Change in Accounts Receivable | ( | ( | |||||||||
| Change in Accounts Payable & Other Current Liabilities | |||||||||||
| Net Cash Provided by Operating Activities | |||||||||||
| Cash Provided by/(Applied to) Investing Activities: | |||||||||||
| Maturity of Available-for-Sale Debt Securities | |||||||||||
| Purchase of Available-for-Sale Debt Securities | ( | ||||||||||
| Proceeds from Disposal of Property, Plant and Equipment | |||||||||||
| Purchase of Property, Plant and Equipment | ( | ( | |||||||||
| Purchase of Investments | ( | ( | |||||||||
| Return of Investment from Equity Method Investments | |||||||||||
| Cash Distributions from Other Investments | |||||||||||
| Sale of Equity Securities | |||||||||||
| Purchase of Equity Securities | ( | ( | |||||||||
| Net Cash Applied to Investing Activities | ( | ( | |||||||||
See accompanying notes to consolidated financial statements
22
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Provided by/(Applied to) Financing Activities: | |||||||||||
| Principal Payments on Note Payable | $ | ( | $ | ( | |||||||
| Capital Contributions from Non-Controlling Interests | |||||||||||
| Dividends Paid to Stockholders | ( | ( | |||||||||
| Purchase of Treasury Stock | ( | ( | |||||||||
| Net Cash Applied to Financing Activities | ( | ( | |||||||||
| Net Change in Cash and Cash Equivalents | ( | ( | |||||||||
| Cash and Cash Equivalents at Beginning of Year | |||||||||||
| Cash and Cash Equivalents at End of Year | $ | $ | |||||||||
| Supplemental Disclosures of Cash Flow Information: | |||||||||||
| Interest Paid | $ | $ | |||||||||
| Income Taxes Paid/(Refunded), Net | $ | $ | ( | ||||||||
| Supplemental Schedule of Noncash Investing and Financing Activities: | |||||||||||
| Net Increase in Accounts Payable for Property, Plant and Equipment Additions | $ | ( | $ | ( | |||||||
See accompanying notes to consolidated financial statements
23
THE RESERVE PETROLEUM COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – NATURE OF OPERATIONS
Note 2 – BUSINESS SEGMENT INFORMATION
The Company identifies components of the business as operating segments when (1) the component engages in business activities from which it may recognize revenue and incur expenses, (2) the component’s operating results are regularly reviewed by the chief operating decision maker (“CODM”), and (3) discrete financial information is available for the component. Operating segments are deemed reportable when (1) the operating segment’s revenue is greater than or equal to 10% of the combined revenues of all operating segments, (2) the operating segment’s profit or loss is greater than or equal to 10% of the greater of the combined reported profit of all operating segments not reporting a loss or the combined reported loss of all operating segments not reporting a profit, or (3) the operating segment’s assets are greater than or equal to 10% of the combined assets of all operating segments.
The Company has identified Oil and Gas as a reportable segment , which includes oil and natural gas exploration, development and minerals management with areas of concentration in Arkansas, Kansas, Oklahoma, South Dakota, Texas and Wyoming.
The Company considers the chief executive officer to be the Company's CODM. The CODM allocates resources and assesses performance based on the assets and operating results of oil and gas operations, which is the Company's primary operating and reportable segment. Reportable segment assets include proved and unproved oil and gas minerals and leasehold, lease and well equipment and capitalized intangible drilling costs.
The following table presents financial information for the Company's reportable segment assets:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Oil and Gas Properties, Gross | $ | $ | |||||||||
| Less – Accumulated Depreciation, Depletion, Amortization and Valuation Allowance | ( | ( | |||||||||
| Oil and Gas Properties, Net | $ | $ | |||||||||
Reportable segment revenue includes oil and gas sales and lease bonuses. The Company also includes Other Operating Income, Equity Income in Investees, Interest Expense and Other Income categories to reconcile segment revenues, segment profit and other business activities to the Company's operating results. Components in these categories do not meet the criteria to be considered reportable segments. See Note 3 – Summary of Significant Accounting Policies, Receivables and Revenue Recognition for information related to oil and gas revenue recognition.
The Other Operating categories includes water well drilling and associated expenses, and corporate expenses. Equity Income in Investees includes results of investment entities accounted for under the equity method. Interest Expense includes interest on the Note Payable discussed in Note 9 – Note Payable. Other Income includes various components discussed in Note 12 – Other Income, Net.
24
The following table presents financial information for the Company's reportable segment and income before income taxes:
| Year Ended December 31, | |||||||||||
| Segment Revenues | 2025 | 2024 | |||||||||
| Oil and Gas Sales & Lease Bonus | $ | $ | |||||||||
| Total Reportable Segment Revenues | |||||||||||
| Reportable Segment Expenses: | |||||||||||
| Production | |||||||||||
| Exploration | |||||||||||
| Depreciation, Depletion, Amortization and Valuation Provisions | |||||||||||
| Asset Retirement Obligation Accretion | |||||||||||
| Gain on Disposition of Oil and Gas Properties | ( | ( | |||||||||
| Total Reportable Segment Expenses | |||||||||||
| Total Reportable Segment Profit | |||||||||||
| Other Operating Income, Net | |||||||||||
| General, Administrative and Other | ( | ( | |||||||||
| Equity Income in Investees | |||||||||||
| Interest Expense | ( | ( | |||||||||
| Other Income, Net | |||||||||||
| Income Before Income Taxes and Non-Controlling Interests | $ | $ | |||||||||
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company's consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of The Reserve Petroleum Company and our subsidiaries in which we hold a controlling interest, reflecting ownership of a majority of the voting interest, as of the financial statement date. Additionally, the Company consolidates VIEs under certain criteria discussed further below. All intercompany accounts and transactions have been eliminated in consolidation.
When necessary, reclassifications to the consolidated financial statements are made to prior period financial information to conform to the current year presentation. These reclassifications had no impact on previously reported net income/(loss) or retained earnings.
Variable Interest Entities
The Company decides at the inception of each arrangement whether an entity in which an investment is made or in which we have other variable interests is considered a VIE. Generally, an entity is a VIE if (1) the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, (2) the entity’s investors lack any characteristics of a controlling financial interest or (3) the entity was established with non-substantive voting rights. The Company consolidates VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is generally the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If the Company is not deemed to be the primary beneficiary of a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with other applicable GAAP.
25
Non-Controlling Interests
When the Company consolidates an entity, 100% of the assets, liabilities, revenues and expenses of the subsidiary are included in the consolidated financial statements. For those consolidated entities in which the Company's ownership is less than 100%, the Company records a non-controlling interest as a component of equity on the consolidated balance sheets, which represents the third-party ownership in the net assets of the respective consolidated subsidiary. Additionally, the portion of the net income or loss attributable to the non-controlling interest is reported as net income/(loss) attributable to non-controlling interest on the Consolidated Statements of Income. Changes in ownership interests in an entity that do not result in deconsolidation are generally recognized within equity. See Note 8 for additional details on non-controlling interests.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
Investments
Marketable Securities:
The Company classifies its debt securities as available for sale. Equity securities with readily determinable fair values and available-for-sale debt securities are recorded at fair value. Unrealized gains and losses on equity securities are reported in current earnings. Unrealized gains and losses on available-for-sale debt securities, which consist entirely of U.S. Government securities, are reported as a component of other comprehensive income when significant to the consolidated financial statements. There were no
Equity Method and Other Investments:
The Company accounts for its non-marketable investments in limited liability companies on the equity method if ownership allows the Company to exercise significant influence.
Other investments, without readily determinable fair values, that are not accounted for on the equity method are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Management reviews other investments and the underlying projects and activity periodically and assesses the need for any impairment. See Note 7 for additional information on investments and impairment.
Receivables and Revenue Recognition
Accounts receivable, net of allowance for credit losses, for the years ending December 31, 2025, 2024 and 2023 were $2,994,573 , $2,774,487 and $2,366,663 , respectively.
Oil and gas sales and resulting receivables are recognized when the product is delivered to the purchaser and title has transferred. Sales are to credit-worthy major energy purchasers with payments generally received within 60 days of transportation from the well site. Historically, we have had little, if any, uncollectible receivables; therefore, an allowance for credit losses has not been provided for oil and gas receivables.
The Company's revenues are primarily derived from its interests in the sale of oil and natural gas production. Each barrel of oil or thousand cubic feet of natural gas delivered is considered a separate performance obligation. The Company recognizes revenue from its interests in the sales of oil and natural gas in the period that its performance obligations to provide oil and natural gas to customers are satisfied. Performance obligations are satisfied when we have no further obligations to perform related to the sale and the customer obtains control of product. The sales of oil and natural gas are made under contracts third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. We receive payment from the sale of oil and natural gas production from one to three months after delivery. At the end of each month, as performance obligations are satisfied, the variable consideration can be
26
reasonably estimated and amounts due from customers are accrued in accounts receivable in the consolidated balance sheets. Variances between the Company's estimated revenue and actual payments are recorded in the month the payment is received; however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained.
A portion of oil and gas sales recorded in the consolidated Statements of Income are the result of estimated volumes and pricing for oil and gas products not yet received for the year. For the years ending December 31, 2025, 2024 and 2023, that estimate represented approximately $2,684,573 , $1,986,995 and $977,894 , respectively, of accrued oil and gas sales included in the consolidated Statements of Income.
The Company's contracts with customers originate at or near the time of delivery and transfer of control of oil and natural gas to the purchasers. As such, we do not have significant unsatisfied performance obligations. The Company's oil is typically sold at delivery points under contract terms that are common in the industry. The Company's natural gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in the industry. However, under these contracts, the natural gas may be sold to a single purchaser or may be sold to separate purchasers. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and natural gas sold.
The Company's disaggregated revenue has two primary revenue sources, which are oil sales and natural gas sales. The following is an analysis of the components of oil and gas sales:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Oil Sales | $ | $ | |||||||||
| Natural Gas Sales | |||||||||||
| Miscellaneous Oil and Gas Product Sales | |||||||||||
| $ | $ | ||||||||||
The Company recognizes revenue from lease bonuses when we have received an executed lease agreement with a third party transferring the rights to explore for and produce any oil or gas they may find within the terms of the lease, the payment has been collected and we have no obligation to refund the payment. We recognize the lease bonus as a cost recovery with any excess above our cost basis in the mineral properties being treated as income. Water well drilling revenue and resulting receivables are recognized based on our right to invoice as services are performed. See Note 8 for information related to allowance for credit losses of uncollectible TWS receivables.
Property, Plant and Equipment
Oil and gas properties are accounted for on the successful efforts method. The acquisition, exploration and development costs of producing properties are capitalized. We have not historically had any capitalized exploratory drilling costs that are pending determination of reserves for more than one year. All costs relating to unsuccessful exploratory wells, geological and geophysical costs, delay rentals and abandoned properties are expensed. Lease costs related to unproved properties are amortized over the life of the lease and are assessed for impairment when indicators of impairment are present. Any impairment of value is charged to expense.
The Company assesses its proved oil and gas properties for impairment whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. Such events include, but are not limited to, declines in commodity prices, increases in operating costs, unfavorable reserve revisions, poor well performance, changes in development plans and potential property divestitures. The impairment test compares undiscounted future net cash flows to the assets’ net book value. These undiscounted cash flows are driven by significant assumptions, including our expected future development activity, reserve estimates, forecasted pricing, future operating costs, capital expenditures and severance taxes. If the net capitalized costs exceed undiscounted future net cash flows, then the cost of the property is written down to fair value utilizing a discounted future net cash flow analysis.
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Depreciation, depletion and amortization of producing properties is computed on the units-of-production method on a property-by-property basis. The units-of-production method is based primarily on estimates of proved reserve quantities. Due to uncertainties inherent in this estimation process, it is at least reasonably possible that reserve quantities will be revised in the near term. Changes in estimated reserve quantities are applied to depreciation, depletion and amortization computations prospectively.
Other property and equipment are depreciated on the straight line, declining balance, or other accelerated method as appropriate. The following estimated useful lives, in years, are used for property and equipment:
| Furniture and Fixtures | to | ||||||||||
| Automobiles | to | ||||||||||
| Salt Water Disposal and Injection Wells, Other Equipment | to | ||||||||||
Income Taxes
The Company utilizes an asset/liability approach to calculating deferred income taxes. Deferred income taxes are provided to reflect temporary differences in the basis of net assets and liabilities for income tax and financial reporting purposes. Deferred tax assets are reduced by a valuation allowance if a determination is made that it is more likely than not that some or all the deferred assets will not be realized based on the weight of all available evidence.
The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, based upon the technical merits of the position. We will record the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with taxing authorities.
Earnings Per Share
Concentrations of Credit Risk and Major Customers
The Company's receivables relate primarily to sales of oil and natural gas to purchasers with operations in Arkansas, Kansas, Oklahoma, South Dakota, Texas and Wyoming. We had two purchasers in 2025 whose total purchases were 52 % of total oil and gas sales and two purchasers in 2024 whose purchases were 34 % of total oil and gas sales.
The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant credit risk with respect to cash and cash equivalents.
The Company's investment in marketable equity securities consists of equity interests in both U.S. and international entities involved in a broad range of industries. These marketable equity securities are subject to overall market risks, which could result in a temporary or permanent decline in the fair value of these securities.
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Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates include oil and natural gas reserve quantities that form the basis for the calculation of amortization and impairment of oil and natural gas properties. Management emphasizes that reserve estimates are inherently imprecise and that estimates of more recent reserve discoveries are more imprecise than those for properties with long production histories. Actual results could differ from the estimates and assumptions used in the preparation of our consolidated financial statements.
Gas Balancing
Gas imbalances are accounted for under the sales method whereby revenues are recognized based on production sold. A liability is recorded when our excess takes of natural gas volumes exceed our estimated remaining recoverable reserves (over-produced). No receivables are recorded for those wells where we have taken less than our ownership share of gas production (under-produced).
Guaranties
Asset Retirement Obligation
The Company records the fair value of our estimated liability to retire our oil and natural gas producing properties in the period in which it is incurred (typically the date of first sales). The estimated liability is calculated by obtaining current estimated plugging costs from the well operators, inflating it over the life of the property and discounting the estimated obligation to its present value. Current year inflation rate used is 2.50 %. When the liability is first recorded, a corresponding increase in the carrying amount of the related long-lived asset is also recorded. Subsequently, the asset is amortized to expense over the life of the property and the liability is increased annually for the change in its present value. Current year discount rate used is 7.50 %.
The following table summarizes the asset retirement obligation for 2025 and 2024:
| 2025 | 2024 | ||||||||||
| Beginning balance at January 1 | $ | $ | |||||||||
| Liabilities incurred | |||||||||||
| Liabilities settled (wells sold or plugged) | ( | ||||||||||
| Accretion expense | |||||||||||
| Revision to estimate | ( | ||||||||||
| Ending balance at December 31 | $ | $ | |||||||||
New Accounting Pronouncements
Pronouncements Adopted in 2025
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 intends to provide investors with enhanced information about an entity’s income taxes by requiring disclosure of items such as disaggregation of the effective tax rate reconciliation as well as information regarding income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2024. The Company adopted this pronouncement effective January 1, 2025 with no significant change to reporting or disclosures.
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In August 2023, the FASB issued ASU 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU applies to the formation of entities that meet the definition of a joint venture (or a corporate joint venture) as defined in the FASB Accounting Standards Codification Master Glossary. While joint ventures are defined in the Master Glossary, there has been no specific guidance in the Codification that applies to the formation accounting by a joint venture in its separate financial statements. The amendments in the ASU require that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The Company adopted this pronouncement effective January 1, 2025. There have been no newly formed joint ventures since adoption.
Note 4 – COMMON STOCK
The following table summarizes the changes in common stock issued and outstanding:
| Shares Issued | Shares of Treasury Stock | Shares Outstanding | |||||||||||||||
January 1, 2024, $ | |||||||||||||||||
| Purchase of stock | — | ( | |||||||||||||||
December 31, 2024, $ | |||||||||||||||||
| Purchase of stock | — | ( | |||||||||||||||
December 31, 2025, $ | |||||||||||||||||
Note 5 – MARKETABLE SECURITIES
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Note 6 – INCOME TAXES
Components of deferred taxes are as follows:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Assets: | |||||||||||
| Payables & Other | $ | $ | |||||||||
| Net Operating Loss Carryforward | |||||||||||
| Net Leasehold Reserves | |||||||||||
| Long-Lived Asset Impairment | |||||||||||
| Investment Impairment | |||||||||||
| Deferred Geological and Geophysical Expense | |||||||||||
| Unrealized Equity Securities and Capital Losses | |||||||||||
| Asset Retirement Obligation | |||||||||||
| Total Assets | |||||||||||
| Liabilities: | |||||||||||
| Receivables | |||||||||||
| Intangible Drilling Costs | |||||||||||
| Depletion and Depreciation | |||||||||||
| Investments | |||||||||||
| Unrealized Equity Securities and Capital Gains | |||||||||||
| Other | |||||||||||
| Total Liabilities | |||||||||||
| Net Deferred Tax Liability | $ | ( | $ | ( | |||||||
The following table summarizes the current and deferred portions of income tax provision/(benefit):
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Current Tax Provision/(Benefit): | |||||||||||
| Federal | $ | $ | |||||||||
| State | ( | ||||||||||
| Total Current Tax Provision | |||||||||||
| Deferred Tax Provision | |||||||||||
| Total Income Tax Provision | $ | $ | |||||||||
The total income tax provision expressed as a percentage of income before income tax was 21 % for 2025 and 20 % for 2024.
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These amounts differ from the amounts computed by applying the statutory U.S. federal enacted income tax rate of 21% for 2025 and 2024 as summarized in the following reconciliation:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| $ | $ | ||||||||||
| Increase/(Decrease) in Tax from: | |||||||||||
| Allowable Depletion in Excess of Basis | ( | ||||||||||
| Prior Year Provision Adjustments | |||||||||||
| Dividend Received Deduction | ( | ( | |||||||||
| State Income Tax Provision/(Benefit) | ( | ||||||||||
| Other | ( | ||||||||||
| Income Tax Provision | $ | $ | |||||||||
| Effective Tax Rate | % | % | |||||||||
Excess federal percentage depletion, which is limited to certain production volumes and by certain income levels, reduces estimated taxable income projected for any year. When a provision for income taxes is recorded, federal excess percentage depletion benefits decrease the effective tax rate. When a benefit for income taxes is recorded, federal excess percentage depletion benefits increase the effective tax rate. The benefit of federal excess percentage depletion is not directly related to the amount of pre-tax income recorded in a period. Accordingly, in periods where a recorded pre-tax income is relatively small or a pre-tax loss, the proportional effect of these items on the effective tax rate may be significant. We have available at December 31, 2025, approximately $854,638 of U.S. Federal net operating loss (“NOL”) carryforwards, that may be carried forward and applied against future taxable income. These NOL carryforwards do not expire but are subject to an 80% of taxable income utilization.
Note 7 – INVESTMENTS AND RELATED COMMITMENTS AND CONTINGENT LIABILITIES, INCLUDING GUARANTIES
The Company's Equity Method Investments include:
Broadway Sixty-Eight, LLC (“Broadway 68”), an Oklahoma limited liability company, with a 33 % ownership, was acquired in 1977. Broadway 68 owns and operates an office building in Oklahoma City, Oklahoma. We lease our corporate office from Broadway 68 on a month-to-month basis under the terms of the modified lease agreement. Rent expense for lease of the corporate office from Broadway 68 was $44,716 153,502 and $119,570 at December 31, 2025 and 2024, respectively.
Broadway Seventy-Two, LLC (“Broadway 72”), an Oklahoma limited liability company, with a 40 % ownership, was acquired in 2021. Broadway 72 owns and operates a commercial building in Oklahoma City, Oklahoma. The Company's investment in Broadway 72 totaled $971,829 and $1,024,460 at December 31, 2025 and 2024, respectively.
QSN Office Park, LLC (“QSN”), an Oklahoma limited liability company, with a 20 % ownership, was acquired in 2016. QSN is constructing and selling office buildings in a new office park. The Company has guarantied 20 % of a $620,000 development loan that matures July 15, 2028. The Company's investment in QSN totaled $347,053 and $331,665 at December 31, 2025 and 2024, respectively. We do not anticipate the need to perform on the guaranties of the loan.
Stott’s Mill (“Stott’s Mill”), with a 50 % ownership, was acquired in 2022. Stott’s Mill consists of two residential lots in a developing subdivision located in Basalt, CO. In 2025, the Company sold the lots for $646,432 , resulting in a loss of $39,921 on the investment. The Company's investment in Stott’s Mill totaled $0 and $686,353 at December 31, 2025 and 2024, respectively.
Victorum BRH Investment, LLC (“BRH”), with a 7.53 310,333 and $317,385 at December 31, 2025 and 2024, respectively.
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The Company’s Other Investments primarily include:
Bailey Hilltop Pipeline, LLC (“Bailey”), with a 10 % ownership, was acquired in 2008. Bailey is a gas gathering system pipeline for the Bailey Hilltop Prospect oil and gas properties in Grady County, Oklahoma. Impairment losses based on a significant deterioration in the earnings performance and business prospects of the investee recorded in 2024 were $67,193 . The Company's investment in Bailey totaled $5,434
Cloudburst International, Inc. (“Cloudburst”), with a 8.85 % ownership, was acquired in 2021. Cloudburst owns exclusive rights to a water purification process technology that is being developed and currently tested. Impairment loss based on a significant deterioration in the earnings performance and business prospects of the investee recorded in 2025 was $356,007 . The Company's investment in Cloudburst totaled $1,240,000 and $1,596,007 at December 31, 2025 and 2024, respectively.
Genlith, Inc. (“Genlith”), with a 5.15 % ownership, was acquired in 2020. Genlith identifies and structures investments in the new energy economy through corporate ventures, advisory and fund management. Impairment loss based on a significant deterioration in the earnings performance and business prospects of the investee recorded in the years ended December 31, 2025 and 2024, was $90,000 and $111,958 , respectively. The Company's investment in Genlith totaled $50,000 and $140,000 at December 31, 2025 and 2024, respectively.
OKC Industrial Properties, LC (“OKC”), with a 10 % ownership, was acquired in 1992. OKC originally owned approximately 260 acres of undeveloped land in north Oklahoma City. In 2025, OKC sold the last 13 acres, resulting in income of $398,518 for the Company. The Company's investment in OKC totaled $0 and $67,482 at December 31, 2025 and 2024, respectively.
Victorum Capital Club (“VCC”) invests in and manages special purpose investment vehicles that hold investments in various startup companies. We participate with minority ownership in an assortment of investments held with VCC. Impairment loss based on a significant deterioration in the earnings performance and business prospects of the investee recorded in the years ended December 31, 2025 and 2024, was $81,504 and $139,743 , respectively. The Company's investment in VCC special purpose investment vehicles totaled $200,802 and $227,306 at December 31, 2025 and 2024, respectively.
VCC Venture Fund I, LP (“VCC Venture”), serves as a limited partnership to be used for investments in start-up entities and is managed by Victorum Capital Club. The Company committed to a $250,000 investment in VCC Venture. The Company's investment in VCC Venture totaled $218,750 and $156,520 at December 31, 2025 and 2024, respectively. The balance at December 31, 2025 represents 87.5 % of the Company's capital commitment.
Cortado Ventures Fund II-A, LP (“Cortado II-A”), with less than 2 % ownership, serves as a limited partnership to be used for investments in start-up entities and is managed by Cortado Capital II, LLC. The Company committed to a $1,000,000 investment in Cortado II-A. The Company's investment in Cortado II-A totaled $850,000 and $600,000 at December 31, 2025 and 2024, respectively. The balance at December 31, 2025 represents 85 % of the Company's capital commitment.
Cypress MWC, LLC ("Cypress"), with 15 % ownership, was acquired in 2024. Cypress is a town home development in Midwest City, Oklahoma. The Company committed to a $750,000 investment in Cypress. The Company's investment in Cypress totaled $750,000 and $375,000 at December 31, 2025 and 2024, respectively. The balance at December 31, 2025 represents 100 % of the Company's capital commitment.
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Note 8 – NON-CONTROLLING INTERESTS AND VARIABLE INTEREST ENTITIES
Grand Woods is accounted for as a consolidated VIE. Grand Woods holds approximately 26.56 acres of undeveloped real estate in northeast Oklahoma City. The Company owns an 80.37 % interest in Grand Woods in the form of 47.08 Class A units and 546,735 Class C units, with the remaining non-controlling member interests held by other members, including 8.72 % owned by executive officers of the Company. The Company is the only guarantor of $1,200,000 of the note payable held by Grand Woods. See Note 9 for terms and guaranty of debt held by Grand Woods, which is included in the consolidated balance sheets. As a result of the Company's guaranty of $1,200,000 of Grand Woods debt, the note holder has partial recourse to the Company for the consolidated VIE’s liabilities.
TWS is accounted for as a consolidated VIE. TWS entered into an agreement ("TWS Agreement") with TWS South, LLC ("TWS South"), a Texas limited liability company, on March 19, 2021, to form a water well drilling company where TWS would provide funding for equipment and operations, with TWS South providing industry expertise for operations and securing customers in the central Texas region. The TWS Agreement stated that TWS South would devote substantially all time and attention to the project. Following the discovery that TWS South breached the TWS Agreement by assuming ownership and operating another drilling company, the Company terminated the TWS Agreement on April 19, 2024.
On the April 19, 2024 termination date, TWS South balance sheet items consisted of a drilling rig, various equipment and vehicles with net book value of $296,717 , accounts receivable of $465,977 , cash of $89,812 , and no liabilities. TWS South paid cash of $85,410 to TWS and agreed to pay TWS any additional funds collected from payments on accounts receivable. TWS South holds title to each of the vehicles, with TWS as lienholder. TWS is also lienholder on the drilling rig, which is registered under TWS South as machinery in Texas. The equipment and vehicles are no longer consolidated as of the April 19, 2024 termination date. Deconsolidation of TWS South resulted in a loss of $296,717 in 2024, which is recorded in Other Income, Net on the Consolidated Statements of Income.
In September 2024, the Company was notified of a breach of contract and negligence lawsuit filed July 23, 2024, in the district court of Bell County, Texas 169th Judicial District, by Victory Companies, LLC ("the Plaintiff"), a customer of TWS South. Defendants include TWS, TWS South, individually and d/b/a Trinity Water Solutions, LLC, and a third party engineering firm. The Plaintiff sought relief in excess of $1,000,000 . On June 27, 2025, the presiding judge granted a Motion for Summary Judgment in the case that the Plaintiff would recover nothing against TWS or TWS South and that all claims against TWS and TWS South are denied. There is significant uncertainty about the collectibility of TWS South accounts receivable and the corresponding ability to pay TWS additional payments, therefore, an allowance for credit losses in the amount of $495,977 is recorded in Accounts Receivable on the Consolidated Balance Sheets. The Company will record additional consideration if received after any settlements are reached, which may reduce the loss recorded in future periods.
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The following tables present the summarized assets and liabilities of Grand Woods and TWS included in the consolidated balance sheets as of December 31, 2025 and 2024 and exclude intercompany balances that eliminate in consolidation. Assets in the table below may only be used to settle obligations of each entity and include third party assets and liabilities only.
| December 31, 2025 | |||||||||||||||||
| Grand Woods | TWS | Total | |||||||||||||||
| Assets: | |||||||||||||||||
| Cash | $ | $ | $ | ||||||||||||||
| Total Current Assets | |||||||||||||||||
| Other Property and Equipment, at cost | |||||||||||||||||
| Total Assets | $ | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Note Payable, Current Portion | $ | $ | $ | ||||||||||||||
| Total Current Liabilities | |||||||||||||||||
| Total Liabilities | $ | $ | $ | ||||||||||||||
| December 31, 2024 | |||||||||||||||||
| Grand Woods | TWS | Total | |||||||||||||||
| Assets: | |||||||||||||||||
| Cash | $ | $ | $ | ||||||||||||||
| Total Current Assets | |||||||||||||||||
| Other Property and Equipment, at cost | |||||||||||||||||
| Total Assets | $ | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Accounts Payable | $ | $ | $ | ||||||||||||||
| Note Payable, Current Portion | |||||||||||||||||
| Total Current Liabilities | |||||||||||||||||
| Note Payable, Less Current Portion | |||||||||||||||||
| Total Liabilities | $ | $ | $ | ||||||||||||||
Note 9 – NOTE PAYABLE
Grand Woods has a note payable (“the Note”) that was used for the purchase and development of property. The Note has a 4 % interest rate and matures November 23, 2026. The Note has scheduled payments of principal and interest in the amount of $16,034 per month, with a balloon payment of any unpaid principal balance due on November 23, 2026. The balance of the Note at December 31, 2025 is $1,010,873 , and $1,010,873 is classified as current. Interest paid on the Note totaled $44,547 in 2025 and $50,274 in 2024. The Note is secured by the underlying property and a $1,200,000 guaranty issued by the Company. Covenants of the Note include a pay down requirement that states that sales of parcels will require a pay down on the loan of 90 % of the net proceeds received from the purchaser less capital gains obligation. The remaining 10 % shall be held in an operating reserve account for operating expenses and the use in payment of taxes. No distributions to partners, except for taxes, are permitted throughout the term of the loan. The intent of the Grand Woods investment managers and members is that proceeds from the sale of all, or part of, the property will be used to reduce or eliminate the Note.
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In the event there is not a sale prior to the November 23, 2026 balloon payment due date, the Company expects the investment managers to propose payment of the note by the members or refinancing. We do not anticipate the need to perform on the guarantee of the Note prior to a sale of the underlying property or refinancing.
Below is a schedule of future principal payments that we are obligated to make on the outstanding Note at December 31, 2025:
| Years Ending December 31, | Principal Payments | |||||||
| 2026 | $ | |||||||
| $ | ||||||||
Note 10 – COSTS INCURRED IN OIL AND GAS PROPERTY ACQUISITION, EXPLORATION AND DEVELOPMENT ACTIVITIES
All our oil and gas operations are within the continental United States. In connection with our oil and gas operations, the following costs were incurred:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Acquisition of Properties: | |||||||||||
| Unproved | $ | $ | |||||||||
| Proved | |||||||||||
| Exploration Costs | |||||||||||
| Development Costs | |||||||||||
| Asset Retirement Obligation | |||||||||||
Note 11 – FAIR VALUE MEASUREMENTS
We use a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1 – Unadjusted 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 or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.
Level 3 – Unobservable inputs that reflect the Company’s own assumptions.
During 2024 and 2025, there were no transfers into or out of Level 2 or Level 3.
Recurring Fair Value Measurements
Certain of the Company's assets are reported at fair value in the accompanying consolidated balance sheets on a recurring basis. The Company determined the fair value of equity securities and available-for-sale debt securities using quoted market prices, public Net Asset Values ("NAV") and where applicable, securities with similar maturity dates and interest rates. Level 3 assets use NAV as fair value.
36
At December 31, 2025 and 2024, our assets reported at fair value on a recurring basis are summarized as follows:
| December 31, 2025 | |||||||||||||||||
| Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | |||||||||||||||
| Financial Assets: | |||||||||||||||||
| Equity Securities: | |||||||||||||||||
| Domestic Equities | $ | $ | $ | ||||||||||||||
| Others | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| December 31, 2024 | |||||||||||||||||
| Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | |||||||||||||||
| Financial Assets: | |||||||||||||||||
| Equity Securities: | |||||||||||||||||
| Domestic Equities | $ | $ | $ | ||||||||||||||
| International Equities | |||||||||||||||||
| Others | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
The fair value hierarchy tables do not include investments where we have elected to use the NAV as a practical expedient to determine the fair value. These assets consist of a private business development fund classified under section 3(c)(7) of the Investment Company Act of 1940. Liquidity is only attained through sales on the secondary market.
A reconciliation to the consolidated balance sheet equity securities is as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||
| Level 1 Assets | $ | $ | |||||||||
Level 3 Assets | |||||||||||
Assets using NAV as a practical expedient, with a remaining commitment of $ | |||||||||||
| Total | $ | $ | |||||||||
Level 3 assets in the fair value hierarchy tables using NAV that is published and used for current transactions as fair value consist of a private perpetual business development fund. Redemption terms include expected quarterly repurchase offers pursuant to a unit repurchase program of up to 5 % of outstanding units, either by number of units or aggregate net asset value as of such quarter end. The Company liquidated this asset in 2025.
A roll forward of our level 3 investments is as follows:
| 2025 | |||||
| Balance as of December 31, 2024 | $ | ||||
| Distributions | ( | ||||
| Changes in Realized Gains included in Other Income, Net | ( | ||||
| Balance as of December 31, 2025 | $ | ||||
| Remaining Unfunded Commitments | $ | ||||
37
Non-recurring Fair Value Measurements
The Company's asset retirement obligation incurred annually represents a non-recurring fair value liability. The fair value of the non-financial liability incurred was $6,813 15,310
The fair value of oil and gas properties used in estimating impairment losses of $1,540,705 and $1,949,148 in 2025 and 2024, respectively, were based on Level 3 inputs. Certain oil and natural gas producing properties have been deemed to be impaired because the assets, evaluated on a property-by-property basis, are not expected to recover their entire carrying value through future cash flows. Impairment losses, when recorded, are included in the consolidated statements of income in the line-item Depreciation, Depletion, Amortization and Valuation Provision. Impairments are calculated by reducing the carrying value of the individual properties to an estimated fair value equal to the discounted present value of the future cash flow from these properties. Forward pricing is used for calculating future revenue and cash flow.
Fair Value of Financial Instruments
Note 12 – OTHER INCOME, NET
The following is an analysis of the components of Other Income, Net:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net Realized and Unrealized Gain on Equity Securities | $ | $ | |||||||||
| Gain on Other Asset Sales | |||||||||||
| Interest Income | |||||||||||
| Dividend Income | |||||||||||
| Loss on Deconsolidation of TWS South, LLC | ( | ||||||||||
| Impairment of Other Investments | ( | ( | |||||||||
| Income from Other Investments | |||||||||||
| Miscellaneous Income and Expenses | |||||||||||
| Other Income, Net | $ | $ | |||||||||
Note 13 – DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLAN
The Company sponsors a 401(k) savings plan to which both the Company and eligible employees may contribute. Company matching contributions are 100 % of employee contributions up to 6 % of annual salary. Our share of expenses relating to these matching contributions was $68,740 and $63,866 in 2025, and 2024, respectively.
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Note 14 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
39
UNAUDITED SUPPLEMENTAL FINANCIAL INFORMATION
40
SUPPLEMENTAL SCHEDULE 1
THE RESERVE PETROLEUM COMPANY
WORKING INTEREST RESERVE QUANTITY INFORMATION
(Unaudited)
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Oil and Condensate (Bbls) | |||||||||||
| Proved Developed Reserves: | |||||||||||
| Beginning of Year | |||||||||||
| Revisions of Previous Estimates | |||||||||||
| Extensions and Discoveries | |||||||||||
| Purchase of Reserves | |||||||||||
| Production | ( | ( | |||||||||
| End of Year | |||||||||||
| Proved Developed Reserves: | |||||||||||
| Beginning of Year | |||||||||||
| End of Year | |||||||||||
| Gas (MCF) | |||||||||||
| Proved Developed Reserves: | |||||||||||
| Beginning of Year | |||||||||||
| Revisions of Previous Estimates | |||||||||||
| Extensions and Discoveries | |||||||||||
| Purchase of Reserves | |||||||||||
| Production | ( | ( | |||||||||
| End of Year | |||||||||||
| Proved Developed Reserves: | |||||||||||
| Beginning of Year | |||||||||||
| End of Year | |||||||||||
See notes on next page.
41
SUPPLEMENTAL SCHEDULE 1
THE RESERVE PETROLEUM COMPANY
WORKING INTEREST RESERVE QUANTITY INFORMATION
(Unaudited)
Notes:
1.Estimates of royalty interests’ reserves, on properties in which we do not own a working interest, have not been included because the information required for the estimation of such reserves is not available. Our share of production from our net royalty interests was 34,583 Bbls of oil and 363,317 MCF of gas for 2025 and 28,595 Bbls of oil and 314,634 MCF of gas for 2024.
2.The preceding table sets forth estimates of our proved oil and gas reserves, together with the changes in those reserves, as prepared by our engineer for 2025 and 2024. Our engineer is a Professional Engineer ("PE") licensed in the State of Oklahoma with the primary discipline practice of Petroleum Engineering. The professional qualifications of our engineer responsible for the evaluation of the resources and economics information discussed in this report meet the standards of Reserve Auditor as defined in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information as promulgated by the Society of Petroleum Engineers. All reserves are located within the United States.
3.The Company emphasizes that the reserve volumes shown are estimates, which by their nature are subject to revision in the near term. The estimates have been made by utilizing geological and reservoir data, as well as actual production performance data available to us. These estimates are reviewed annually and are revised upward or downward as warranted by additional performance data. Our engineer is not independent, but as a licensed PE, is bound by statutory law to use an objective approach in calculating our working interest reserve estimates. These estimates are not influenced by the nature of our engineer's employment.
4.Our internal controls relating to the calculation of our working interests’ reserve estimates include review and testing of the accounting data flowing into the calculation of the reserve estimates. In addition, the average oil and natural gas product prices calculated in the engineer’s 2025 summary reserve report was tested by comparison to 2025 average sales price information from the accounting records.
42
SUPPLEMENTAL SCHEDULE 2
THE RESERVE PETROLEUM COMPANY
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
RELATING TO PROVED WORKING INTEREST
OIL AND GAS RESERVES
(Unaudited)
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Future Cash Inflows | $ | $ | |||||||||
| Future Production and Development Costs | ( | ( | |||||||||
| Future Asset Retirement Obligation | ( | ( | |||||||||
| Future Income Tax Expense | ( | ( | |||||||||
| Future Net Cash Flows | |||||||||||
| 10% Annual Discount for Estimated Timing of Cash Flows | ( | ( | |||||||||
| Standardized Measure of Discounted Future Net Cash Flows | $ | $ | |||||||||
Estimates of future net cash flows from our proved working interests in oil and gas reserves are shown in the table above. These estimates, which by their nature are subject to revision in the near term, were based on an average monthly product price received by the Company for 2024 and 2025, with no escalation. The development and production costs are based on year-end cost levels, assuming the continuation of existing economic conditions. Cash flows are further reduced by estimated future asset retirement obligations and estimated future income tax expense calculated by applying the current statutory income tax rates to the pretax net cash flows, less depreciation of the tax basis of the properties and depletion applicable to oil and gas production.
43
SUPPLEMENTAL SCHEDULE 3
THE RESERVE PETROLEUM COMPANY
CHANGES IN STANDARDIZED MEASURE OF
DISCOUNTED FUTURE NET CASH FLOWS FROM
PROVED WORKING INTEREST RESERVE QUANTITIES
(Unaudited)
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Standardized Measure, Beginning of Year | $ | $ | |||||||||
| Sales and Transfers, Net of Production Costs | ( | ( | |||||||||
| Net Change in Sales and Transfer Prices, Net of Production Costs | ( | ( | |||||||||
| Extensions, Discoveries and Improved Recoveries, Net of Future Production and Development Costs | |||||||||||
| Revisions of Quantity Estimates | |||||||||||
| Accretion of Discount | |||||||||||
| Purchases of Reserves in Place | |||||||||||
| Net Change in Income Taxes | ( | ( | |||||||||
| Net Change in Asset Retirement Obligation | ( | ( | |||||||||
| Changes in Production Rates (Timing) and Other | ( | ( | |||||||||
| Standardized Measure, End of Year | $ | $ | |||||||||
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SUPPLEMENTAL SCHEDULE 4
THE RESERVE PETROLEUM COMPANY
RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES
(Unaudited)
The following table includes revenues and expenses associated with our oil and gas producing activities. It does not include any allocation of our interest costs or general corporate overhead and, therefore is not necessarily indicative of the contribution to net earnings of our oil and gas operations. Income tax expense has been calculated using statutory income tax rates, and then giving effect to permanent differences associated with oil and gas producing activities.
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Oil and gas sales | $ | $ | |||||||||
| Production expenses | ( | ( | |||||||||
| Exploration expenses | ( | ( | |||||||||
| Depreciation, depletion, amortization and valuation provisions | ( | ( | |||||||||
| Accretion of asset retirement obligations | ( | ( | |||||||||
| Income tax expenses | ( | ( | |||||||||
| Results of operations | $ | $ | |||||||||
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), the term "disclosure controls and procedures" means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Management of the Company, with the participation of the Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures and concluded that the Company's disclosure controls and procedures were effective as of December 31, 2025.
Management's Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements and provide reasonable assurance as to the detection of fraud.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.
With the participation of the Principal Executive Officer and Principal Financial Officer, the Company’s management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting, based on the framework and criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management concluded that the Company's internal control over financial reporting was effective as of December 31, 2025.
This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. As the Company is a Smaller Reporting Company, Management’s report was not subject to attestation by the Company’s independent registered public accounting firm.
Changes in Internal Control over Financial Reporting
Management of the Company, with the participation of the Principal Executive Officer and Principal Financial Officer, evaluated the internal control over financial reporting and concluded that no change in the Company’s internal control over financial reporting occurred during the fourth quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
46
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding directors and executive officers, Section 16(a) Beneficial Ownership Reporting Compliance, the Company’s Code of Ethics, Corporate Governance and any other information called for by this item is incorporated by reference to the Proxy Statement. The Company has not adopted a separate insider trading policy due to our limited number of employees. Our existing Code of Ethics for Senior Officers provides generally that our senior officers will comply with all rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies; this includes federal rules against insider trading.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation called for by this Item is incorporated by reference to the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding security ownership of certain beneficial owners and management and related stockholder matters called for by this Item is incorporated by reference to the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
See Item 8, Note 14 to the consolidated financial statements. Information regarding the independence of our directors and other information called for by this Item is incorporated by reference to the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding fees billed to the Company by its independent registered public accounting firm is incorporated by reference to the Proxy Statement.
47
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits
The following documents are exhibits to this Form 10-K. Each document marked by an asterisk is filed electronically herewith.
Exhibit No. | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
| 4.1 | |||||
| 14 | |||||
| 31.1* | |||||
| 31.2* | |||||
| 32* | |||||
| 101.INS* | Inline XBRL Instance Document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101) | ||||
* Filed electronically herewith | ||||||||
Financial Statement Schedules
Report of Independent Registered Public Accounting Firm (PCAOB ID 483) | |||||
ITEM 16. FORM 10-K SUMMARY
None.
48
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE RESERVE PETROLEUM COMPANY | ||||||||
| (Registrant) | ||||||||
| /s/ Cameron R. McLain | ||||||||
| By: Cameron R. McLain, President | ||||||||
| (Principal Executive Officer) | ||||||||
| /s/ Lawrence R. Francis | ||||||||
| By: Lawrence R. Francis, 1st Vice President | ||||||||
| (Principal Financial Officer) | ||||||||
Date: March 31, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| /s/ Kyle L. McLain | /s/ Eddy R. Ditzler | |||||||||||||
| Kyle L. McLain (Chairman of the Board) | Eddy R. Ditzler (Director) | |||||||||||||
| March 31, 2026 | March 31, 2026 | |||||||||||||
| /s/ Marvin E. Harris, Jr. | /s/ William M. Smith | |||||||||||||
| Marvin E. Harris, Jr. (Director) | William M. Smith (Director) | |||||||||||||
| March 31, 2026 | March 31, 2026 | |||||||||||||
49