rei-20250411

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under § 240.14a-12

RING ENERGY, INC.

________________________________________________________________________________________________________

(Name of Registrant as Specified in its Charter)

________________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

________________________________________________________________________________________________________

WORDS Front inside - HIGH RES Ring Photo-46_Gradient - Copy.jpg

2025 PROXY STATEMENT

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Ring Energy, Inc., a Nevada corporation (“Ring” or the “Company”), will be held on May 22, 2025, at 10:00 a.m., Central Daylight Time, in Ring’s offices, located at 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380. You will be asked to consider and to approve the following proposals:

ANNUAL MEETING

OF STOCKHOLDERS

DATE: May 22, 2025

TIME: 10:00 a.m.

Central Daylight Time

PLACE:

1725 Hughes Landing Blvd.

Suite 900

The Woodlands, TX 77380

RECORD DATE FOR STOCKHOLDERS ENTITLED TO VOTE:

April 4, 2025

Elect Seven Nominated Directors Included in the Proxy Statement to Serve on our Board

Approve on a Non-Binding, Advisory Basis, the Compensation of our Named Executive Officers

Approve and adopt an Amendment to the Ring Energy, Inc. 2021 Omnibus Incentive Plan to increase the shares available under the Plan by 11.5 million shares

Ratify the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm

This proxy statement and accompanying proxy card are being mailed to our stockholders on or about April 11, 2025. Our Annual Report on Form 10-K (the “Annual Report”) covering the year ended December 31, 2024 is enclosed, but does not form any part of the materials for solicitation of proxies.

The Notice of Annual Meeting and Proxy Statement herein provide further information on the Company’s performance and corporate governance and describe the matters to be presented at the Annual Meeting. Only stockholders of record at the close of business on April 4, 2025 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at our offices during normal business hours for a period of ten calendar days prior to the Annual Meeting and will also be available during the Annual Meeting for inspection by our stockholders.

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, AND MAIL THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ACCOMPANYING ENVELOPE, OR VOTE YOUR SHARES USING THE TELEPHONE OR INTERNET VOTING INSTRUCTIONS PROVIDED.

We thank you for your continued support and look forward to seeing you at the Annual Meeting.

By Order of the Board of Directors,

/s/ Phillip B. Feiner

Phillip B. Feiner

Senior Vice President, General Counsel &

Corporate Secretary

The Woodlands, Texas, April 11, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON May 22, 2025

The Notice of Annual Meeting, Proxy Statement, and Annual Report to Stockholders for the year ended December 31, 2024, are available at www.proxyvote.com.

RING ENERGY

TABLE OF CONTENTS


OVERVIEW	Joint Letter to Stockholders	4
	Our Company – Mission & Vision	6
	Our Company – Strengths and Strategic Priorities	7
	Questions and Answers About the 2025 Annual Meeting and Voting	9
	Our 2024 Performance Highlights	15
	Our Commitment to Environmental, Social and Governance (“ESG”)	17
	Board Composition and Experience	20

PROPOSAL 1: ELECTION OF DIRECTORS	Summary	21
	Board Committees & Director Bios	21
	Board Recommendation on Proposal	29

CORPORATE GOVERNANCE AND OUR BOARD	Corporate Governance Highlights	30
	Our Board	31
	Board Leadership Structure	31
	Lead Independent Director	31
	Annual Board Evaluation	32
	Director Orientation and Continuing Education	32
	Board Independence	32
	Board Risk Assessment and Control	33
	Insider Trading Policy	34
	Board Committees	35
	Director Nominations and Qualifications	38
	Board of Directors Diversity	39
	Communications With Our Board	39

EXECUTIVE OFFICERS	Executive Officer Bios	40

COMPENSATION DISCUSSION & ANALYSIS	Summary	43
	Overview of Executive Compensation	45
	Additional Compensation Policy Highlights	46
	Executive Compensation Philosophy	46
	Say-on-Pay and Stockholder Engagement	47
	Executive Compensation Program Elements For 2024	48
	Management Stock Ownership Guidelines	54
	Tax & Risk Considerations in Overall Program	54

EXECUTIVE COMPENSATION	Summary Compensation Table	56
	Employment Agreements	58
	Grants of Plan-Based Awards During 2024	59
	Outstanding Equity Awards at 2024 Fiscal Year-End	60
	Option Exercises and Stock Vested	62
	Pension Benefits and Nonqualified Deferred Compensation	62
	Potential Payments Upon Termination or Change In Control	62
	CEO Pay Ratio	65
	Pay Versus Performance	66

2025 PROXY STATEMENT


DIRECTOR COMPENSATION	Director Compensation	71

OTHER COMPENSATION MATTERS	Compensation Committee Report	74
	Compensation Committee Interlocks and Insider Participation	74

RELATED PARTY TRANSACTIONS	Transactions With Related Persons, Promoters and Certain Control Persons	75

BENEFICIAL OWNERSHIP	Security Ownership of Certain Beneficial Owners and Management	76

PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Summary	79
	Board Recommendation on Proposal	79

PROPOSAL 3: PLAN AMENDMENT	Summary	80
	B oard Recommendation on Proposal	90

PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP	Summary	91
	Public Accounting Fees	91
	Board Recommendation on Proposal	92
	Audit Committee Report	92

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2026 ANNUAL MEETING AND OTHER ITEMS	Summary of Procedures For Submitting a Proposal or Nominating a Director	94
	Other Business	94
	Annual Report	95

APPENDIX A	GAAP to Non-GAAP Reconciliations	96

APPENDIX B	Amendment No. 2 to the Ring Energy, Inc. 2021 Omnibus Incentive Plan	100

RING ENERGY

Dear Fellow Stockholders, On behalf of the Board of Directors of Ring Energy, Inc., we are pleased to invite you to our 2025 Annual Meeting of Stockholders, which will take place on May 22, 2025 at 10:00 a.m. Central Daylight Time in our offices located at 1725 Hughes Landing Blvd., Suite 900, The Woodlands, Texas 77380.

2024 represented another year of strong operational and financial performance by the Ring Team that resulted in the enhancement of nearly every controllable metric, including:

■Our daily total sales grew 8% over 2023, to a record 19,648 barrel of oil equivalent per day ("Boe/d"), and daily oil sales grew 6% to a record of 13,283 barrels of oil per day ("Bo/d");

■We reduced year-over-year all-in cash operating costs1 on a Boe basis by 2%;

■Outstanding operations by the Ring Team including continued focus on cost control assisted in generating Adjusted EBITDA1 of $233.3 million despite a 7% reduction in realized prices;

■We drilled 13 more wells in 2024 than the prior year for slightly less capital — representing a substantial increase in capital efficiency for both our horizontal and vertical wells;

■Supported by our continued capital discipline, we delivered Adjusted Free Cash Flow1 of $43.6 million, remaining cash flow positive for over 5 years;

■This led to the pay down of debt during 2024 of $40 million (and $70 million since closing the Founders acquisition in August 2023), and a 2024 year-end debt balance of $385 million and $217 million of liquidity.

■On the reserve front, we grew Proved Reserves in 2024 by 3% to 134.2 MMBoe with a PV-101 value of approximately $1.5 billion at year-end 2024, including approximately $1.1 billion, or 92.6 MMBoe, of proved developed reserves. A key point to note was that we organically added 16 MMBoe of reserves that more than offset 7.2 MMBoe of production, 1.2 MMBoe from sales of non-core assets, and 3.2 MMBoe in price reductions versus December 31, 2023.

Our success in 2024 was directly related to the benefits of our Stronghold2 and Founders3 acquisitions in 2022 and 2023. These transactions have exceeded our original expectations on multiple fronts and further established our strategic foothold in the Central Basin Platform. These two accretive asset acquisitions substantially increased our size and scale, lowered our overall cost structure, materially increased the inventory and capital efficiency of our undeveloped investment opportunities, and increased our adjusted free cash flow generation.

We continue to look for similar acquisitions that can help us replicate the success of these two transactions. We believe our recently closed Lime Rock transaction does that. The purchase price is comprised of approximately $78.6 million in cash with $5 million deposited in February 2025, $63.6 million paid at closing, and $10 million due on the nine month anniversary of closing, and issuance of approximately 6.5 million shares of common stock at closing. The transaction has an effective date of October 1, 2024, and closed on March 31, 2025.

Lime Rock’s CBP acreage is in Andrews County, Texas, where the majority of the acreage directly offsets Ring’s core Shafter Lake operations, and the remaining acreage to the south is prospective for multiple horizontal targets and exposes Ring to active new plays. The acquisition ideally suits Ring's focus on consolidating producing assets in core counties in the CBP defined by shallow declines, high margin production and undeveloped inventory that immediately competes for capital. Additionally, these assets add significant near-term opportunities for field level synergies and cost savings.

1 Adjusted EBITDA, Adjusted Free Cash Flow, all-in cash operating costs and PV-10 are non-GAAP financial measures. See Appendix A for a reconciliation of these financial measures to our most directly comparable financial measure calculated in accordance with GAAP.

2 Ring Energy acquired the Permian Basin assets of Stronghold Energy II Operating, LLC and Stronghold Energy II Royalties, LP (collectively, “Stronghold”) closing the transaction on August 31, 2022 (the ”Stronghold Acquisition”).

3 On August 15, 2023, Ring Energy completed the asset acquisition of privately held Founders Oil & Gas IV, LLC ("Founders", or the “Founders Acquisition”).

2025 PROXY STATEMENT

During 2024, we benefited from the success of our high-return drilling and recompletion programs, including the drilling and completion of 21 horizontal wells and 22 vertical wells. As mentioned, our success in 2024 was reflected in our year end SEC proved reserves that increased 3% to 134.2 MMBoe despite a 4% reduction in SEC oil prices and the sale of non-core assets, demonstrating the success of our focus on organic growth.

Our recent acquisitions also provide the opportunity to invest in leading technologies designed to reduce our relative environmental footprint over time, enhance our employee training and benefits programs, and partner with the local communities in which we work and operate. One key example of our ongoing success was the 59% year-over-year decrease in our Scope 1 GHG emissions from 2022 to 20234 that was primarily associated with our targeted capital investment and other successful efforts to reduce flaring and venting.

We also continue to make substantial progress with our TARGET ZERO-365 program, which is focused on further building on our philosophy of ongoing improvement to ensure our operations continue to be conducted safely and efficiently, while minimizing environmental impact. Working in a safe and environmentally conscientious manner is not only essential to protecting our employees and communities — we view this as key to our long-term financial success and sustainability. As in the past, I want to thank our outstanding workforce for being champions of this critical program.

Turning to our 2025 plans, we remain committed to the value-focused proven strategy pursued in the past, which is designed to create stockholder value in low oil prices and well as in high prices. This includes:

■Remaining focused on maximizing free cash flow generation;

■Ensuring a disciplined capital spending plan that maintains or slightly grows our production and liquidity;

■Retaining the flexibility to adjust capital spending levels in response to changing market conditions; and

■Allocating the balance of our cash flow to paying down debt.

We are closely monitoring the recent drop in oil prices and if they continue for an extended period, we intend to reduce capital spending to allocate more resources to paying down debt. Strengthening the balance sheet remains a top priority. Although low oil prices create greater differences in the expectations of buyers and sellers we plan to continue pursuing growth through accretive, balance sheet enhancing acquisitions. We also plan to continue our focus on organic growth. When combining these efforts with a high degree of discipline, our strategy should lead us to our ultimate goal, which is to further position our balance sheet and achieve the size and scale necessary to sustainably return meaningful capital to our stockholders. In short, we believe our value-focused proven strategy retains the discipline and flexibility necessary to manage the risks associated with ongoing price volatility and better positions the Company for long term success.

On behalf of Ring’s Board of Directors, executive management, and employee teams, we want to thank all our stockholders for their continued support. Your vote is very important to us, and we encourage you to review the enclosed proxy statement and to promptly vote so your shares are represented at the Annual Meeting.

Best regards,



Paul D. McKinney, Chairman of the Board of Directors & Chief Executive Officer						Anthony B. Petrelli, Lead Independent Director

4 2024 GHG emissions results will be available in the second half of 2025.

RING ENERGY

OUR COMPANY

Ring Energy, Inc. is a growth oriented independent energy company engaged in oil and natural gas development, production, acquisition and exploration of high-quality, oil and liquids rich assets in the Permian Basin.

OUR MISSION & VISION

Ring’s mission is to deliver competitive and sustainable returns to its stockholders by developing, acquiring, exploring for, and commercializing oil and natural gas resources vital to the world’s health and welfare. Successfully achieving Ring’s mission requires a firm commitment to operating safely in a socially responsible and environmentally friendly manner, while ensuring the Company conducts its business with honesty and integrity.

The key principles supporting Ring’s strategic vision are:

■Ensuring health, safety, and environmental excellence and a strong commitment to our employees and the communities in which we work and operate;

■Continuing to generate free cash flow to improve and build a sustainable financial foundation;

■Pursuing rigorous capital discipline focused on our highest returning opportunities;

■Improving margins and driving value by continuously targeting additional operating cost reductions and capital efficiencies; and

■Strengthening the balance sheet by steadily paying down debt, divesting of non-core assets and becoming a peer leader in Debt/EBITDA metrics.

2025 PROXY STATEMENT

OUR STRENGTHS

•High quality asset base in one of North America’s leading oil and gas producing regions characterized by relatively low declines and attractive margins;

•De-risked Permian Basin acreage position with multi-year drilling inventory of horizontal and vertical development potential;

•Concentrated acreage position with high degree of operational control;

•Experienced and proven management team with substantive technical and operational expertise;

•Operating control over most of our production and development activities; and

•Commitment to cost efficient operations, health, safety, protecting the environment, our employees, and the communities in which we work and operate

OUR STRATEGIC PRIORITIES

Ring has historically capitalized on its low-risk, high-return asset base that is focused on the conventional San Andres reservoir in the Permian Basin, which is one of the most prolific hydrocarbon producing regions in the U.S. As compared to unconventional plays, the San Andres offers much lower initial year and subsequent decline rates for production, which helps generate high rates of return and low breakeven economics. Subsequent to recent asset acquisitions also in the Permian Basin, Ring's focus has now expanded to additional low-risk, high-return assets, being the vertical section between the Glorieta and Devonian Formations.

The collective efforts of your management team are focused on creating stockholder value with Ring’s proven strategy. We are targeting a number of strategic initiatives that we believe will uniquely position Ring for continued operating and financial success, thereby enhancing long-term value for our stockholders.

To accomplish these goals, we are committed to pursuing the following strategic priorities:

RING ENERGY

Attract and retain high-quality people because achieving our mission will only be possible through our employees. It is critical to have compensation, development, and human resource programs that attract, retain and motivate the people we need to succeed.

Pursue operational excellence with a sense of urgency, as we plan to deliver low cost, consistent, timely and efficient execution of our drilling campaigns, work programs and operations. This includes executing our operations in a safe and environmentally responsible manner, focusing on reducing our emissions, applying advanced technologies, and continuously seeking ways to reduce our operating cash costs on a per barrel basis. This objective is a foundational aspect of our culture and future success.

Invest in high margin, high rate-of-return projects. This will allow us to profitably grow our production and reserve levels and maximize free cash flow generation.

Focus on generating free cash flow and strengthening our balance sheet by reducing debt through the use of excess cash from operations and potentially through proceeds from the sale of non-core assets.

We believe remaining focused and disciplined in this regard will lead to meaningful returns for our stockholders and provide additional financial flexibility to manage potential future swings in the business cycle.

Pursue strategic acquisitions that maintain or reduce our break-even costs, as well as improve our margins and operating costs. Financial strategies associated with these efforts will focus on delivering competitive debt-adjusted per share returns. This objective is key to delivering competitive returns to our stockholders on a sustainable basis.

2025 PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT

THE 2025 ANNUAL MEETING AND VOTING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Annual Meeting, our stockholders will act upon the matters outlined in the Notice, including (1) the election of seven directors named in this proxy statement to our Board, each for a term ending on the date of the 2026 annual meeting of stockholders or until their successors are duly elected and qualified (this proposal is referred to as the “Election of Directors”); (2) a non-binding, advisory vote to approve named executive officer ("NEO") compensation (this proposal is referred to as the “Advisory Vote on Executive Compensation”); (3) approve and adopt an Amendment to the Ring Energy, Inc. 2021 Omnibus Incentive Plan to increase the shares available under the Plan by 11.5 million shares (this proposal is referred to as the "Plan Amendment Proposal"); (4) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (this proposal is referred to as the “Ratification of Grant Thornton”); and (5) the transaction of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment or postponement thereof. Additionally, management will report on our performance during the last fiscal year and respond to appropriate questions from our stockholders.

WHAT IS A PROXY?

A proxy is another person that you legally designate to vote your stock. If you designate a person or entity as your proxy in a written document, such document is also called a proxy or a proxy card. All duly executed proxies received prior to the Annual Meeting will be voted in accordance with the choices specified thereon and, in connection with any other business that may properly come before the Annual Meeting, in the discretion of the persons named in the proxy.

WHAT IS A PROXY STATEMENT?

A proxy statement is a document that regulations of the United States Securities and Exchange Commission (the “SEC”) require that we make available to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting. This proxy statement describes matters on which we would like you, as a stockholder, to vote and provides you with information on such matters so that you can make an informed decision.

WHAT IS “HOUSEHOLDING”?

One copy of the Notice, this proxy statement, and the Annual Report (collectively, the “Proxy Materials”) will be sent to stockholders who share an address, unless they have notified us that they want to continue receiving multiple packages. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs. If you received a householded mailing this year and you would like to have additional copies of the Proxy Materials mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request in writing to Ring Energy, Inc., Attention: Phillip B. Feiner, Corporate Secretary, Senior Vice President and General Counsel, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, or by telephone by calling (281) 397-3699. You may also contact us in the same manner if you received multiple copies of the Proxy Materials and would prefer to receive a single copy in the future. The Proxy Materials are also available at: www.proxyvote.com.

RING ENERGY

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

Despite our efforts related to householding, you may receive more than one set of Proxy Materials, including multiple copies of the proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a proxy card and a voting instruction card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted at the Annual Meeting. You can also vote your shares over the phone or internet. Please see “How Do I Vote My Shares?” below for more information.

WHO IS ENTITLED TO NOTICE OF THE ANNUAL MEETING?

Governing laws as well as our governance documents require our Board to establish a record date in order to determine who is entitled to receive notice of, attend, and vote at the Annual Meeting, and any continuations, adjournments, or postponements thereof.

The record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on April 4, 2025 (the “Record Date”).

As of the Record Date, we had 206,509,126 shares of Common Stock outstanding. A list of all stockholders of record entitled to vote at our Annual Meeting is on file at our principal office located at 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, and will be available for inspection at the Annual Meeting.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

Subject to the limitations set forth below, stockholders at the close of business on the Record Date may vote at the Annual Meeting. If you are a beneficial owner of shares of Common Stock, you must have a legal proxy from the stockholder of record to vote your shares at the Annual Meeting.

WHAT IS A QUORUM?

A quorum is the presence at the Annual Meeting, in person or by proxy, of the holders of at least one-third of the shares of our Common Stock outstanding and entitled to vote as of the Record Date. There must be a quorum for the Annual Meeting to be held. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is reached. Proxies received but marked as abstentions or broker non-votes will be included in the calculation of votes considered to be present at the Annual Meeting.

WHAT ARE THE VOTING RIGHTS OF OUR STOCKHOLDERS?

Each holder of Common Stock is entitled to one vote per share of Common Stock on all matters to be acted upon at the Annual Meeting. Neither our Articles of Incorporation, nor our Bylaws (as amended, the “Bylaws”), allow for cumulative voting rights in the election of directors.

2025 PROXY STATEMENT

WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A “STREET NAME” HOLDER?

Most stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned in street name.

■Stockholder of Record. If your shares are registered directly in your name with Standard Registrar & Transfer Company, Inc., our transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly or to vote in person at the Annual Meeting.

■Street Name Stockholder. If your shares are held in a stock brokerage account or by a bank, fiduciary, or other nominee, you are considered the beneficial owner of shares held in “street name.” In this case, such broker, fiduciary, or other nominee is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank, or nominee how to vote and are also invited to attend the Annual Meeting. If you hold your shares through a broker, bank, or other nominee, follow the voting directions provided by your broker, bank, or other nominee to vote your shares. Since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares.

HOW DO I VOTE MY SHARES?

Stockholders of Record: Stockholders of record may vote their shares or submit a proxy to have their shares voted by one of the following methods:

■By Written Proxy. You may indicate your vote by completing, signing, and dating your proxy card and returning it in the enclosed reply envelope.

■In Person. You may vote in person at the Annual Meeting by completing a ballot; however, attending the Annual Meeting without completing a ballot will not count as a vote.

■By Phone. Use any touch-tone telephone to call 1-800-690-6903 to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or the meeting date. Have your proxy card in hand when you call and then follow the instructions.

■By Internet. Use the internet to access www.proxyvote.com to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Street Name Stockholders: Street name stockholders may generally vote their shares or submit a proxy to have their shares voted by one of the following methods:

■By Voting Instruction Card. If you hold your shares in street name, your broker, bank, or other nominee will explain how you can access a voting instruction card for you to use in directing the broker, bank, or other nominee how to vote your shares.

■In Person with a Proxy from the Record Holder. You may vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank, or other nominee. Please consult the instruction card or other

RING ENERGY

information sent to you by your broker, bank, or other nominee to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting.

If you are a stockholder of record, your shares will be voted by the management proxy holder in accordance with the instructions on the proxy card you submit. For stockholders who have their shares voted by submitting a proxy, the management proxy holder will vote all shares represented by such valid proxies as our Board recommends, unless a stockholder appropriately specifies otherwise.

CAN I REVOKE MY PROXY OR CHANGE MY VOTE?

Yes. If you are a stockholder of record, you can revoke your proxy at any time before it is voted at the Annual Meeting by doing one of the following:

■Submitting written notice of revocation stating that you would like to revoke your proxy to Ring Energy, Inc., Attention: Phillip B. Feiner, Corporate Secretary, Senior Vice President and General Counsel, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, which must be received prior to the Annual Meeting;

■Completing, signing, and dating another proxy card with new voting instructions and returning it by mail to Ring Energy, Inc., Attention: Phillip B. Feiner, Corporate Secretary, Senior Vice President and General Counsel, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380 in time to be received, in which case the later submitted proxy will be recorded and earlier proxy revoked; or

■Attending the Annual Meeting, notifying the inspector of elections that you wish to revoke your proxy, and voting your shares in person at the Annual Meeting. Attendance at the Annual Meeting without submitting a ballot to vote your shares will not revoke or change your vote.

If you are a beneficial or street name stockholder, you should follow the directions provided by your broker, bank, or other nominee to revoke your voting instructions or otherwise change your vote before the applicable deadline. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank, or other nominee as described in “How Do I Vote My Shares?” above.

WHAT ARE ABSTENTIONS AND BROKER NON-VOTES?

An abstention occurs when the beneficial owner of shares, or a broker, bank, or other nominee holding shares for a beneficial owner, is present, in person or by proxy, and entitled to vote at a stockholder meeting, but fails to vote or voluntarily withholds its vote for any of the matters upon which the stockholders are voting.

If you are a beneficial owner and hold your shares in “street name,” you will receive instructions from your broker, bank, or other nominee describing how to vote your shares. If you do not instruct your broker or nominee how to vote your shares, they may vote your shares as they decide as to each matter for which they have discretionary authority under the rules of the NYSE American LLC (the “NYSE American”). There are non-discretionary matters for which brokers, banks, and other nominees do not have discretionary authority to vote unless they receive timely instructions from you. If a broker, bank, or other nominee does not have discretion to vote on a particular matter and you have not given timely instructions on how the broker, banker, or other nominee should vote your shares, then the broker, bank, or other nominee indicates it does not have authority to vote such shares on its proxy and a “broker non-vote” results. Although any broker non-vote would be counted as present at the Annual Meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to non-discretionary matters.

2025 PROXY STATEMENT

If your shares are held in street name and you do not give voting instructions, the record holder will not be permitted to vote your shares with respect to Proposal 1 (Election of Directors), Proposal 2 (Advisory Vote on Executive Compensation), and Proposal 3 (Plan Amendment), and your shares will be considered broker non-votes with respect to these proposals. If your shares are held in street name and you do not give voting instructions, the record holder will have discretionary authority to vote your shares with respect to Proposal 4 (Ratification of Grant Thornton).

WHAT VOTE IS REQUIRED FOR THE PROPOSALS TO BE APPROVED?

■Proposal 1 (Election of Directors): To be elected, each nominee for election as a director must receive the affirmative vote of a plurality of the votes cast by the holders of our Common Stock, present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. The director nominees who receive the most votes will be elected. Votes may be cast in favor of or withheld from the election of each nominee. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

■Proposal 2 (Executive Compensation): To consider and vote upon, on a non-binding, advisory basis, a resolution to approve the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC. This advisory vote will be approved if it receives the affirmative vote of the holders of a majority of the votes cast by the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Broker non-votes and abstentions will not affect the outcome of this proposal.

■Proposal 3 (Plan Amendment): Approval of the Plan Amendment requires the affirmative vote of the holders of a majority of the votes cast by the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Broker non-votes and abstentions will not affect the outcome of this proposal.

■Proposal 4 (Ratification of Grant Thornton): Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, requires the affirmative vote of the holders of a majority of the votes cast by the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Brokers will have discretionary authority to vote on Proposal 4 and, accordingly, there will be no broker non-votes for this proposal. Abstentions will not affect the outcome of this proposal.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

Our Board unanimously recommends a vote:

■FOR each of the nominees for director;

■FOR non-binding, advisory approval of named executive officer compensation;

■FOR the approval of the Plan Amendment; and

■FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

RING ENERGY

WHAT HAPPENS IF I PROVIDE MY SIGNED PROXY BUT DO NOT SPECIFY HOW I WANT MAY SHARES TO BE VOTED, OR IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE ANNUAL MEETING?

If you provide us your signed and dated proxy but do not specify how to vote, we will vote your shares as follows:

Proposal 1. FOR the election of each director nominee;

Proposal 2. FOR the approval, on an advisory basis, of the compensation of our named executive officers;

Proposal 3. FOR the approval of the Plan Amendment; and

Proposal 4. FOR the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025

As of the date of this proxy statement, we do not expect any additional matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the proxy holder will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE ANNUAL MEETING?

The Board is providing these Proxy Materials to you in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. We will bear all expenses of soliciting proxies. We have engaged Broadridge Financial Solutions, Inc. to aid in the distribution of proxy materials and to provide voting and tabulation services for the Annual Meeting. Directors, officers, and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with any solicitation. In addition, we may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing beneficial owners of our Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners.

MAY I PROPOSE ACTIONS FOR CONSIDERATION AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?

You may submit proposals for consideration at future stockholder meetings, including director nominations. Please read “Stockholder Proposals and Director Nominations for the 2026 Annual Meeting” for information regarding the submission of stockholder proposals and director nominations for consideration at next year’s annual meeting.

2025 PROXY STATEMENT

OUR 2024 PERFORMANCE HIGHLIGHTS

Our multi-faceted initiatives throughout 2024 significantly contributed to our financial performance for the year. Key highlights included:


$67.5 MM						$233.3 MM
Net income						Adjusted EBITDA1

$43.6 MM						$194.4 MM
Adjusted Free Cash Flow1						Net Cash Provided by Operating Activities

19,648 Boe/D						$10.89
Net Sales per day						Lease Operating Expenses per BOE2

(1) A non-GAAP financial measure; see Appendix A for reconciliations to the most comparable GAAP financial measures.

(2) Calculated as lease operating expenses divided by total barrels of oil equivalent sold during the same period.

RING ENERGY

Through our strategic efforts designed to drive financial stability and improve the balance sheet, we:



Increased production (Boe/d) by 8% from 2023 levels	Generated adjusted EBITDA1 of $233.3 million	Successfully drilled and completed 43 wells



Generated adjusted free cash flow1 of $43.6 million (remaining cash flow positive for over 5 years)			Paid down $40 million of borrowings on our bank credit facility in 2024 and $70 million since the closing of the Founders Acquisition on August 15, 2023

We ended 2024 with proved reserves of 134.2 million barrels of oil equivalent (“MMBoe”) and a present value discounted at 10% ("PV-10")1 of $1.5 billion, using SEC pricing. Proved developed reserves were 92.6 MMBoe with a PV-10 of $1.1 billion.

(1) A non-GAAP financial measure; see the end of this document for a reconciliation to the most comparable GAAP financial measure.

2025 PROXY STATEMENT

OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

We are focused on creating long-term value for our stockholders and fostering a culture that is steadfast on environmental sustainability, operational safety, social responsibility and sound corporate governance.

In 2021, we created an ESG Task Force comprised of management representatives from Health, Safety & Environmental (“HSE”), Operations, Legal, Human Resources, Investor Relations and Finance. The ESG Task Force is charged with the responsibility to monitor the Company’s adherence to our sustainability / ESG standards and formally communicate their findings on an ongoing basis to our CEO and the Board. Since 2021, we have annually published formal sustainability reports and we are pleased to present our 2024 edition. We believe these reports clearly highlight the Company’s targeted efforts to disclose and enhance our sustainability / ESG performance record over time, as applicable. In addition, in this report we discuss our plans to drive further alignment with the various reporting frameworks. Our 2024 ESG Sustainability Report may be found on our website at https://ringenergy.com/sustainability. The information on, or that can be accessed through our website, is not incorporated by reference into this proxy statement and should not be considered part of this proxy statement.

In the creation of our ESG sustainability reports to date, we have reviewed the Sustainability Accounting Standards Board’s (“SASB”) Oil and Gas Exploration and Production Sustainability Accounting Standard, the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), the Sustainable Development Goals (“SDGs”) promulgated by the United Nations, and other reporting guidance from industry frameworks and standards.


			ENVIRONMENTAL We recognize and embrace our responsibility to produce energy resources that the world needs while also limiting our impact to the environment. As we focus on meeting the growing demand for affordable and responsible energy, we are committed to protecting and preserving the environment in all aspects of our business, including production operations, well work programs, and decommissioning activities. Our policies and procedures are designed to maintain strict compliance with all federal, state and local regulations, and we expect our contractors to have similar programs in place. Our efforts to minimize our operational impact are multi-faceted, including reducing greenhouse gas (“GHG”) and air emissions, minimizing the use of freshwater, preventing spills, safeguarding local water supplies and minimizing waste. Our ongoing environmental programs are designed to not only reduce our operational impacts but also improve efficiency, lower costs and reduce risk, which results in a more stable and sustainable business that benefits all our stakeholders.

RING ENERGY


			SOCIAL To build a sustainable business with positive impacts on society, we need a strong team with a diverse set of skills and experience. We strive to attract, develop and retain a highly qualified workforce in the industry as we recognize our future success is a direct result of their efforts. Our focus is on providing a culture of innovation and appreciation for our team, as well as an attractive compensation and comprehensive benefits program. We are also committed to continuously providing an inclusive, safe and secure work environment where all of our employees can be respected, valued, and successful in pursuing their goals, all while contributing to the Company’s success. We will continue to promote honesty and integrity in all interactions with our employees and actively support the communities in which we operate with both our time and resources. We recognize and appreciate the ongoing efforts of our employees in their personal commitments from both a time and financial perspective in enhancing the quality of life in our local communities. Collectively, our values establish the foundation on which our culture has been built and upon which we will sustain our success into the future. As of December 31, 2024, we had 115 full-time employees as well as a diverse group of independent contractors who assist our full-time staff in a range of areas including geology, engineering, land, accounting, and field operations, as needed. None are represented by labor unions or covered by any collective bargaining agreements.

Diversity and Inclusion

The unique backgrounds and experiences of our employees help to develop a wide range of perspectives that lead to better solutions. Our staff’s diversity is reflected in our full-time employees where 23% are women and approximately 49% represent minorities, as of December 31, 2024.

The majority of our employees are citizens of the United States, with a few retaining dual citizenships in other countries. The employees who are not U.S. citizens are legally registered to live and work here and the Company is committed to helping those employees retain their ability to remain in the U.S. and continue their employment.

2025 PROXY STATEMENT


			GOVERNANCE We seek to operate our business responsibly and in a manner aligned with the interest of its stakeholders. In this effort, the Company leverages sound corporate governance practices that promote accountability and good decision making, including our efforts to integrate sustainable business practices that promote positive results. Our Board and its committees are responsible for our strategy and governance. The Company's fundamental policy is to conduct our business in accordance with applicable legal and ethical standards, and with honesty and integrity. We expect all employees across the organization to exemplify these principles as they conduct their work activities and appreciate their collective efforts in this regard. In support of our efforts, we have adopted fundamental governance policies applicable to our team members and others with whom we do business.

RING ENERGY

BOARD COMPOSITION AND EXPERIENCE


6 MEN 1 WOMAN DIVERSITY BY GENDER

6 INDEPENDENT 1 NOT INDEPENDENT DIVERSITY BY INDEPENDENCE

DIVERSITY BY TENURE Years

DIVERSITY BY AGE Average Age: 66

2025 PROXY STATEMENT

PROPOSAL 1:
ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will elect seven directors to serve on our Board until the 2026 annual meeting or until their successors are duly elected and qualified. On April 8, 2025, Ms. Roesener informed the Board that she is retiring from the Board effective April 14, 2025. After careful consideration, the Nominating, Environmental, Social and Governance Committee (“NESG Committee”) and the Board as a whole have appointed Ms. Carla Tharp to fill the vacancy on the Board, effective April 14, 2025. Upon the recommendation of the NESG Committee, our Board has nominated as directors the following individuals, six of whom are presently serving as a director.

DIRECTORS

The following table sets forth the names, ages, and titles, as of April 11, 2025, of each of our directors:


NAME	AGE	POSITION
Management Director
Paul D. McKinney	66	Chairman of the Board of Directors and Chief Executive Officer

Independent Directors
Anthony B. Petrelli	72	Lead Director
John A. Crum	73	Director
David S. Habachy	49	Director
Richard E. Harris	72	Director
Thomas L. Mitchell	64	Director
Regina Roesener (1)	61	Director
Director Nominee
Carla Tharp	61

(1) Ms. Roesener will retire from the Board effective April 14, 2025.

We did not pay any third-party fees to assist in the process of identifying or evaluating candidates. Six of the seven nominees are currently directors on our Board. Mr. Petrelli joined the Board in January 2013. Messrs. McKinney, Mitchell, Crum and Harris joined the Board in October 2020. Mr. Habachy joined the Board in September 2022. Ms. Tharp is expected to join the Board on April 14, 2025.

Each nominee has consented to being named as a nominee in this proxy statement and has indicated a willingness to serve on our Board if elected. Stockholders may not cumulate their votes in the election of our directors. We have no reason to believe that the nominees will be unable or unwilling to serve if elected; however, if a nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board.

RING ENERGY

BOARD COMMITTEES

SEC Form DEF 14A filed by Ring Energy Inc.