SCHEDULE: DeJoria Consolidates Influence in HighPeak Energy

Sentiment:

Beneficial Ownership Update


John Paul DeJoria, through his family trust, has significantly increased his control and influence over HighPeak Energy, Inc. and its associated funds, while supporting the company's strategic review.

Summary

  • John Paul DeJoria, as trustee of the John Paul DeJoria Family Trust and in his individual capacity, beneficially owns 15,457,152 shares of HighPeak Energy, Inc. common stock, representing 12.25% of the outstanding shares.
  • On September 15, 2025, amendments to the limited liability company agreements of HighPeak GP, LLC (HP GP 1) and HighPeak GP II, LLC (HP GP 2) removed Mr. Jack Hightower from their respective boards of managers.
  • The Trustee now possesses the right to remove and replace some or all members of the boards of managers of HP GP 1 and HP GP 2.
  • The Trustee also gained the right to be consulted regarding the timing and manner of the winding up and liquidation of HighPeak 1 and HighPeak 2 following their dissolution.
  • The limited partnership agreements of HighPeak 1 and HighPeak 2 were amended to provide for dissolution upon the earlier of a company sale or December 31, 2026 (for HighPeak 1) and December 31, 2025 (for HighPeak 2).
  • The Trustee supports HighPeak Energy's initiative to evaluate strategic alternative transactions, including a potential sale, aimed at maximizing shareholder value.
  • An agreement was established for HighPeak Pure Acquisition, LLC (Sponsor) to distribute shares of Common Stock to HighPeak 1 and Sponsor MIU holders, including the Trustee, a request the Trustee intends to make in the future.
  • Previous agreements concerning the transfer of Sponsor MIUs and Fund MIUs to the Trustee were terminated on September 15, 2025.
  • Warrants previously held by the Trustee expired on August 21, 2025.

Sentiment

Score: 8

Explanation: The filing indicates a significant consolidation of control and influence by a major investor, John Paul DeJoria, who is also supportive of the company's strategic review to maximize shareholder value. This suggests a proactive approach to enhancing the investment, which is generally positive for the investor's position and potentially for other shareholders if the strategic review yields favorable outcomes.

Positives

  • John Paul DeJoria, a significant investor, has consolidated his influence and control over HighPeak Energy and its associated funds, potentially leading to more aligned strategic direction.
  • The Trustee's support for the Company's strategic alternatives initiative, including a potential sale, aligns with efforts to maximize shareholder value.
  • The ability of the Trustee to reconstitute the boards of managers of HP GP 1 and HP GP 2 provides greater oversight and strategic alignment for a major investor.

Risks

  • The Trustee's substantial holdings and newly acquired rights may enable him to exercise significant influence over the business and affairs of HighPeak 1, HighPeak 2, and HighPeak Energy, including the composition of its Board of Directors and management.
  • There is a possibility that the Trustee might exercise his right to reconstitute the boards of managers of HP GP 1 and/or HP GP 2, which could result in the Trustee controlling the voting and disposition of shares owned by HighPeak 1 and/or HighPeak 2.

Future Outlook

The Trustee intends to assess his investment in HighPeak Energy on a continuing basis and may take future actions including purchasing or selling additional securities. The Trustee supports the Company's ongoing evaluation of strategic alternative transactions to maximize shareholder value, which could include acquisitions, debt refinancing, asset divestitures, or mergers.

Management Comments

  • The Trustee is supportive of the previously announced initiative of the Board of Directors of the Company to evaluate a range of strategic alternative transactions to maximize shareholder value, including a potential sale of the Company.
  • The Trustee intends to assess its investment in the Company on a continuing basis.

Industry Context

This filing reflects a trend in the energy sector where significant individual investors or family offices actively engage in corporate governance and strategic direction, especially in companies undergoing strategic reviews. Such actions can signal a push for value realization in a dynamic market environment.

Comparison to Industry Standards

  • Not applicable. This filing primarily concerns changes in beneficial ownership and corporate control rather than operational or financial performance that would typically be benchmarked against industry standards or comparable companies.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Board of Managers Member (HP GP 1 and HP GP 2)Mr. Jack HightowerRemoved, with Trustee gaining right to remove and replace members2025-09-15Amendments to limited liability company agreements to reconstitute boards and provide Trustee with removal/replacement rights.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board Composition RightsAmendments to the limited liability company agreements of HP GP 1 and HP GP 2 removed Mr. Jack Hightower from their boards of managers and granted the Trustee the right to remove and replace board members.2025-09-15Significantly increases the Trustee's control and influence over the general partners of HighPeak 1 and HighPeak 2, and indirectly over the voting and disposition of shares held by these funds.
Dissolution ProvisionsAmendments to the limited partnership agreements of HighPeak 1 and HighPeak 2 set dissolution dates for December 31, 2026, and December 31, 2025, respectively, or earlier upon a company sale.2025-09-15Provides a clear timeline for the winding up of these funds, potentially leading to distributions of HighPeak Energy shares to partners.
Consultation RightsThe Trustee gained the right to be consulted regarding the timing and manner of the winding up and liquidation of HighPeak 1 and HighPeak 2 following any dissolution.2025-09-15Enhances the Trustee's influence over the liquidation process and asset distribution of the HighPeak Funds.

Related Party Transactions

  • John Paul DeJoria, as Trustee, holds approximately 53.64% of limited partnership interests in HighPeak 1 and 83.11% in HighPeak 2.
  • An agreement was made on September 15, 2025, between HighPeak Pure Acquisition, LLC (Sponsor), the general partner of HighPeak 1, the Company, the Trustee, and other parties for the distribution of shares of Common Stock to HighPeak 1 and Sponsor MIU holders (including the Trustee).
  • Previous agreements for the transfer of Sponsor MIUs and Fund MIUs from management members and Jack Hightower to the Trustee were terminated on September 15, 2025.

Stakeholder Impact

  • Shareholders: Potential for value maximization through the strategic review supported by a major investor. Changes in control structure could influence future strategic decisions.
  • Management: Changes in the governance of HighPeak Funds' general partners, including the removal of Mr. Hightower, indicate a shift in control that could impact management's autonomy or future composition.
  • HighPeak Funds Limited Partners: Dissolution dates set for HighPeak 1 and HighPeak 2, and the Trustee's consultation rights on winding up, will directly affect these partners' investments and potential distributions.

Next Steps

  • The Trustee may request the Sponsor to distribute shares of Common Stock to HighPeak 1 and Sponsor MIU holders.
  • The Company's Board of Directors will continue to evaluate a range of strategic alternative transactions to maximize shareholder value.
  • The Trustee may engage in further discussions with the Company's Board, management, other stockholders, and third parties regarding governance, capitalization, operations, and strategic plans.
  • The Trustee may purchase additional shares or other securities, or sell/dispose of current holdings, based on ongoing assessment of the Company's performance and market conditions.

Key Dates

DateDescription
2020-08-30Limited Power of Attorney for securities filings executed by John Paul DeJoria.
2025-08-07Date as of which 126,132,288 shares of common stock were issued and outstanding, as reported by the Company in its Quarterly Report on Form 10-Q.
2025-08-11Company's Quarterly Report on Form 10-Q filed with the Commission.
2025-08-21Warrants previously reported as acquired by the Trustee expired.
2025-09-15Date of event requiring filing of this statement; amendments to LLC agreements of HP GP 1 and HP GP 2; amendments to limited partnership agreements of HighPeak 1 and HighPeak 2; termination of previous agreements regarding MIU transfers.
2025-09-17Signature date of this Amendment No. 3 filing.
2025-12-31Dissolution date for HighPeak 2, or earlier upon a sale of the Company.
2026-12-31Dissolution date for HighPeak 1, or earlier upon a sale of the Company.

Keywords

HighPeak Energy, John Paul DeJoria, Schedule 13D, Beneficial Ownership, Corporate Governance, Strategic Alternatives, Shareholder Value, HPK, Energy Sector, Investment

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