RING ENERGY

DEAR FELLOW STOCKHOLDERS,

On behalf of the Board of Directors of Ring Energy, Inc., we are pleased to

invite you to our ~~2023~~2024 Annual Meeting of Stockholders, which will take place on May ~~25, 2023~~23, 2024 at 10:00 a.m. Central Daylight Time in our offices located at 1725 Hughes Landing Blvd., Suite 900, The Woodlands, Texas 77380.

~~2022 was a transformational year for Ring Energy. Our~~As you may know, we ended 2023 with record operational and financial ~~performance was driven by~~results on multiple fronts. Year-over-year, we achieved a ~~number of factors, the most significant being the Company's acquisition of Stronghold Energy's assets that we announced~~47% increase in ~~early July~~sales volumes, a 21% increase in Adjusted EBITDA1, and ~~closed on August 31, 2022 (the "Stronghold Transaction")~~a 30% increase in Adjusted Free Cash Flow1. The immediately accretive acquisition of these complementary Central Basin assets in the Permian Basin substantially increased our size and scale, lowered our overall cost structure, and materially increased the inventory and capital efficiency of our low cost, high rate-of-return investment opportunities. The result has been increased free cash flow generation that we are using to pay down debt at a faster rate than we could have done on a standalone basis. The Stronghold TransactionWe also ~~materially improved our financial position. We~~ ended ~~2022~~2023 with ~~approximately $188~~$175 million of liquidity ~~— more than $125 million higher than year-end 2021. In addition, we substantially reduced our~~and a leverage ratio ~~from 3.5 times at year-end 2021 to 1.6 times as~~1 of ~~December 31, 2022.~~1.62 times. Our ~~enhanced~~financial flexibility and ~~improved~~ capital efficiency are critical as we continue to execute our value ~~driven~~focused proven strategy.

During full year 2022, we also benefited from the execution of a continuous development program, including the drilling and completion of 27 horizontal wells and five vertical wells, as well as the recompletion of 12 wells. Complementing our internal expansion efforts was our ongoing focus on reducing the cost structure of our business on a per barrel basis.

The combined result of our targeted initiatives for 2022 was record setting levels of production, net income, adjusted net income, adjusted EBITDA and cash flow from operations. Our success in 2022 was also reflected in our year end SEC proved reserves that grew 78% over the prior year end to a record 138.1 million barrels of oil equivalent. Of course, none of our success in ~~2022~~2023 would have been possible without our talented workforce and business partners, and we want to thank everyone for their hard work and dedication.

Substantially driving our record-setting results in 2023 was the successful execution and integration of the two acquisitions we made over the last two years. As you may remember, we 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”). Since that time, and further enhancing and consolidating our core position in the Central Basin Platform, on August 15, 2023 we completed the asset acquisition of privately held Founders Oil & Gas IV, LLC ("Founders").

These two immediately 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.

Additionally, during full year 2023, we benefited from the success of our high-return drilling and recompletion programs, including the drilling and completion of 20 horizontal wells and 11 vertical wells, as well as the recompletion of ninewells. We also made progress regarding our ongoing focus on reducing the cost structure of our business on a per barrel basis.

Our success in 2023 was also reflected in our year end SEC proved reserves of 129.8 million barrels of oil equivalent, which was only 6% lower than the end of 2022. We achieved this despite a 17% reduction in SEC oil prices and the sale of non-core legacy assets by adding the reserves associated with the Founders assets and our continuing efforts to improve existing field developments.

The last thing we would like to share about 2023 is regarding our efforts to help ensure long-term sustainability of the Company. During 2023 we made substantial progress enhancing our sustainability through an internal initiative we refer to as our TARGET ZERO-365 program. This program 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. We believe that working in a safe and environmentally conscientious manner is essential to protecting our employees and the communities in which we operate and where our employees reside. We also believe it is a key aspect of our strategy to ensure the financial sustainability of the Company.

~~2023~~2024 PROXY STATEMENT

~~During~~Regarding our efforts in 2024, we expect them to be very similar to the past ~~year, we also continued to make important progress on our ESG initiatives. We encourage readers to review our latest Sustainability Report published in late 2022~~ ~~that discusses~~ ~~our performance and improvement initiatives, and our plans to drive further alignment with the various ESG reporting frameworks over time.~~

~~Our efforts in 2023 remain squarely focused on further debt reduction and strengthening of our balance sheet. In support of this focus,~~— we will continue a disciplined capital spending program designed to ~~invest in the development of our high rate-of-return inventory to~~organically maintain or slightly grow our oil production with the flexibility to respond as necessary to changing oil and ~~drive further operational efficiencies in the business.~~natural gas prices. We ~~will also~~intend to allocate our excess cash from operations to reducing debt and improving our balance sheet. We plan to continue seeking to ~~evaluate and pursue opportunities to increase stockholder value~~grow through our pursuit of accretive, balance sheet enhancing acquisitions. WeThese efforts 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 ~~should position~~better positions the Company for long term success.

Finally, we believe purposeful and regular engagement with our various stockholders is critical as we discuss the issues important to ~~return capital~~them and us. We have had and continue to have engagement sessions with a number of our largest stockholders concerning Say-On-Pay and other governance matters. During these conversations we answer their questions and get their feedback concerning these and other ESG-related topics. We value the opinions of our stockholders ~~in the future.~~

and take these conversations very seriously.

On behalf of Ring’s Board of Directors, executive management and employee ~~team,~~teams, we want to thank all of 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

(1)Adjusted EBITDA, Adjusted Free Cash Flow and leverage ratio 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.

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.

~~2023~~2024 PROXY STATEMENT

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 ~~types of~~ 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 ~~risk-adjusted~~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.

~~RING ENERGY~~2024 PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT

THE ~~2023~~2024 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 ~~nine~~seven directors named in this proxy statement to our Board, each for a term ending on the date of the ~~2024~~2025 annual meeting of stockholders or until their successors are duly elected and qualified (this proposal is referred to as the “Election of Directors”); (2) the approval and adoption of an amendment (the "Charter Amendment") to our Articles of Incorporation (as amended to date, the "Articles of Incorporation") to increase the authorized shares of Common Stock from 225 million to 450 million (this proposal is referred to as the "Authorized Share Proposal"); (3) the approval and adoption of an amendment to the Ring Energy, Inc. 2021 Omnibus Incentive Plan to increase the shares available under the Plan by 6.0 million shares (this proposal is referred to as the "Plan Amendment Proposal"); (4) a non-binding, advisory vote to approve named executive officer ("NEO") compensation (this proposal is referred to as the “Advisory Vote on Executive Compensation”); ~~(5)~~(3) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2023~~2024 (this proposal is referred to as the “Ratification of Grant Thornton”); and ~~(6)~~(4) 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: Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 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

~~2023 PROXY STATEMENT~~

and would prefer to receive a single copy in the future. The Proxy Materials are also available at: www.proxyvote.com.

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

RING ENERGY

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.~~internet. Please see ~~“HOW DO~~“How Do I ~~VOTE MY SHARES?~~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 March 28, ~~2023~~2024 (the “Record Date”).

As of the Record Date, we had ~~180,627,484~~197,934,202 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.

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~~RING ENERGY~~2024 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 ~~and~~& 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~~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 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.

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~~2023 PROXY STATEMENT~~RING ENERGY

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: Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, which must be received prior to the Annual ~~Meeting;~~Meeting;

■Completing, signing, and dating another proxy card with new voting instructions and returning it by mail to Ring Energy, Inc., Attention: Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 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.~~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 doDo I ~~vote my shares”~~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.

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 3 (Plan Amendment)~~ and Proposal 42 (Advisory Vote on Executive Compensation), and your shares will be considered broker non-votes with

~~RING ENERGY~~

respect to these proposals. If

2024 PROXY STATEMENT

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 ~~2 (Charter Amendment) and Proposal 5~~3 (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 ~~are~~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.

■Proposal 2 ~~(Charter Amendment):~~ Approval of the Charter Amendment requires the affirmative vote of a majority of the outstanding voting power. Brokers will have discretionary authority to vote on Proposal 2 and, accordingly, there will be no broker non-votes for this proposal. Abstentions will have the affect of a vote against 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~~ (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.

■Proposal 53 (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, ~~2023,~~2024, 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 53 and, accordingly, there will be no broker non-votes for this proposal. Abstentions will not affect the outcome of this ~~proposal.~~proposal.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

Our Board unanimously recommends a vote:

■FOR each of the nominees for ~~director;~~

■director~~FOR the Charter Amendment;~~

■~~FOR the Plan Amendment;~~;

■FOR non-binding, advisory approval of named executive officer compensation; 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, ~~2023.~~2024.

~~2023 PROXY STATEMENT~~

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 Charter Amendment;~~

~~Proposal 3.~~ ~~FOR the Plan Amendment;~~

~~Proposal 4.~~ FOR the approval, on an advisory basis, of the compensation of our named executive officers; and

Proposal 5.3. 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, ~~2023.~~2024.

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.

RING ENERGY

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 ~~2024~~2025 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 ~~2024~~2025 Annual Meeting” for information regarding the submission of stockholder proposals and director nominations for consideration at next year’s annual meeting.

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~~RING ENERGY~~2024 PROXY STATEMENT

OUR ~~2022~~2023 PERFORMANCE HIGHLIGHTS

Our multi-faceted initiatives throughout ~~2022~~2023 significantly contributed to our financial performance for the year. Key highlights included:


$~~138.6~~104.9 MM						$~~195.2~~236.0 MM
Net income						Adjusted EBITDA1

$~~34.8~~45.3 MM						$~~197.0~~198.2 MM
Adjusted Free Cash Flow1						Net Cash Provided by Operating Activities

~~12,364~~18,119 Boe/D						$~~10.57~~10.61
Net Sales per day						Lease Operating Expenses per BOE2

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

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

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~~2023 PROXY STATEMENT~~RING ENERGY

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



Increased ~~revenues~~production by ~~77%~~47% from ~~2021~~2022 levels	Grew adjusted ~~net income~~EBIDTA1 to ~~$107.5~~$236.0 million – a ~~251%~~21% increase year-over-year	Successfully drilled and completed 3231 wells



Generated adjusted free cash flow1 of ~~$34.8~~$45.3 million (including generating free cash flow every quarter during ~~2022)~~2023)			Paid down ~~$37~~$30 million of borrowings on our bank credit facility since the closing of the ~~Stronghold~~Founders Acquisition on August ~~31, 2022~~15, 2023

We ended ~~2022~~2023 with ~~an increase in~~ proved reserves ~~to 138.1~~of 129.8 million barrels of oil equivalent (“MMBoe”) ~~from 77.8~~and a present value discounted at 10% ("PV-10")1 of $1.6 billion, using Securities and Exchange Commission (“SEC”) pricing. Proved developed reserves were 88.1 MMBoe ~~at year-end 12/31/2021:~~

■with a PV-10 of ~~Additions, improved well performance and technical revisions led to net upward revisions of 64.8 MMBoe;~~

■$1.3 billion~~Reduced for production of 4.5 MMBoe.~~.

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

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~~RING ENERGY~~2024 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 that is comprised of management representatives from Health, Safety & Environmental (“HSE”), Operations, Legal, Human Resources, Investor Relations and Finance. The task force is charged with the responsibility to monitor the Company’s adherence to our ESG standards and formally communicate their findings on an ongoing basis to our CEO and the Board. We published our detailed inaugural ESG sustainability report in 2021 and published a follow-up sustainability ~~report~~reports in 2022 and 2023 (the ~~"2022~~"2023 ESG Sustainability Report"). Included in our sustainability reports is a discussion of our steadfast efforts to disclose our ESG performance record, as applicable, and discuss our plans to drive further alignment in the future with the various reporting frameworks as we continue our ESG reporting journey. Our ~~2022~~2023 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 ~~consulted~~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~~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 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 meet or exceed adherence 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 promotes the long-term sustainability of our business, while enhancing our relationships with the communities in which we operate.

1617

~~2023 PROXY STATEMENT~~RING ENERGY


			SOCIAL 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. As such, we provide a competitive compensation and comprehensive benefits program, as well as a positive work environment designed to drive a culture of safety and innovation. 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. As of December 31, ~~2022,~~2023, we had 98108 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 ~~24%~~23% are women and approximately ~~49%~~50% represent minorities, as of December 31, ~~2022.~~2023.

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.


			GOVERNANCE We leverage sound corporate governance practices that promote accountability and good decision making, which is a key tenet to our long-term success and sustainability. Our Board and its committees are responsible for our strategy and governance and these practices depend on our guiding principle to conduct our business in accordance with appropriate 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.

1718

~~RING ENERGY~~2024 PROXY STATEMENT

BOARD COMPOSITION AND EXPERIENCE


8 MEN 1 WOMAN DIVERSITY BY GENDER

7 INDEPENDENT 2 NOT INDEPENDENT DIVERSITY BY INDEPENDENCE

DIVERSITY BY TENURE Years

DIVERSITY BY AGE Average Age: 6364

~~2023 PROXY STATEMENT~~RING ENERGY

PROPOSAL 1:
ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will elect ~~nine~~seven directors to serve on our Board until the ~~2024~~2025 annual meeting or until their successors are duly elected and qualified. ~~Upon~~Each of Roy Ben-Dor’s and Clayton Woodrum’s current term as a director expires at the ~~recommendation~~Annual Meeting, and each of them has informed the Board that he is retiring from the Board and will not stand for re-election at the Annual Meeting. After careful consideration, the Nominating, Environmental, Social and Governance Committee (“~~NESG”~~NESG Committee”) ~~Committee~~and the Board as a whole have determined not to nominate a replacement for Messrs. Ben-Dor and Woodrum and instead to reduce the size of the Board from nine members to seven. As a result, the size of the Board will be seven members following the Annual Meeting. Messrs. Ben-Dor and Woodrum intend to serve on the Board through the date of the Annual Meeting. Upon the recommendation of the NESG Committee, our Board has nominated as directors the following ~~nine~~ individuals, other than Messrs. Ben-Dor and Woodrum, each of whom is presently serving as a director.

DIRECTORS

The following table sets forth the names, ages, and titles, as of April ~~21, 2023,~~16, 2024, of each of our directors:


NAME	AGE	POSITION
Management ~~Directors~~Director
Paul D. McKinney	6465	Chairman of the Board of Directors and Chief Executive Officer
Non-Independent ~~Directors~~Director
Roy I. Ben-Dor(1)	41	40	Director
Independent Directors
Anthony B. Petrelli	7071	Lead Director
John A. Crum	7172	Director
David S. Habachy	4748	Director
Richard E. Harris	7071	Director
Thomas L. Mitchell	6364	Director
Regina Roesener	6364	Director
Clayton E. Woodrum(1)	8384	Director

(1)Messrs. Ben-Dor and Woodrum have notified the Board of their decision to not stand for re-election at the Annual Meeting.

We did not pay any third-party fees to assist in the process of identifying or evaluating candidates. Each nominee is currently a director on our Board. ~~Messrs. Woodrum and~~Mr. Petrelli joined the Board in January 2013. Ms. Roesener joined the Board in September 2019. Messrs. McKinney, Mitchell, Crum and Harris joined the Board in October 2020. ~~Messrs. Ben-Dor and~~Mr. Habachy joined the Board in September 2022.

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

2024 PROXY STATEMENT

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

Audit Committee

Compensation Committee

Nominating, Environmental, Social, and Governance Committee

Committee Chairperson

Lead Independent Director

~~2023 PROXY STATEMENT~~RING ENERGY


			Paul D. McKinney joined Ring on October 1, 2020 and his most recent role prior to joining the Company was President, CEO & Director of SandRidge Energy (NYSE:SD)(“SandRidge”). He accepted the post in January 2019 and continued there eleven months before resigning in December 2019. Prior to SandRidge, Mr. McKinney was President & Chief Operating Officer for Yuma Energy, Inc. (NYSE American:YUMA)(“Yuma”) since April 2017 after serving as Yuma’s Executive Vice President and Chief Operating Officer since October 2014. Mr. McKinney served as a petroleum engineering consultant for Yuma’s predecessor from June 2014 to September 2014 and for Yuma from September 2014 to October 2014. Yuma filed for protection under federal bankruptcy laws in April 2020. Mr. McKinney served as Region Vice President, Gulf Coast Onshore, for Apache Corporation (NYSE:APA)(“Apache”) from 2010 through 2013, where he was responsible for the development and all operational aspects of the Gulf Coast region for Apache. Prior to his role as Region Vice President, Mr. McKinney was Manager, Corporate Reservoir Engineering, for Apache from 2007 through 2010. From 2006 through 2007, Mr. McKinney was Vice President and Director, Acquisitions & Divestitures for Tristone Capital, Inc. Mr. McKinney commenced his career with Anadarko Petroleum Corporation (NYSE:APC)(“Anadarko”) and held various positions with Anadarko over a 23 year period from 1983 to 2006, including his last title as Vice President of Reservoir Engineering, Anadarko Canada Corporation. From July 2017 to December 2021, Mr. McKinney was a member of the board of directors for Pro-Ject Holdings, LLC a privately owned oil field chemical services ~~company where his service ended December 31, 2021.~~company. He co-authored Advanced Reservoir Engineering, Gulf Professional Publishing, Elsevier, and Society of Petroleum Engineers paper number SPE-75708-MS: Applied Reservoir Characterization for Maximizing Reserve Growth and Profitability in Tight Gas Sands: A Paradigm Shift in Development Strategies for Low-Permeability Gas Reservoirs. Mr. McKinney entered the United States Air Force upon graduating from high school and continued in the United States Air Force Reserves while attending college. Mr. McKinney attended Louisiana Tech University and graduated with a Bachelor of Science degree in Petroleum Engineering in 1983. Effective October 1, 2020, Mr. McKinney was appointed to the Board to fill a vacancy created from the resignation of prior directors. At that time, Mr. McKinney was appointed as Chairman of the Board and as Chief Executive Officer. ~~Mr. McKinney was elected to the Board by the stockholders at the 2020 annual stockholders’ meeting.~~ The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. McKinney should serve as director include his 3940 years of experience in the oil and gas industry; his extensive experience in advanced reservoir engineering and economic evaluations, strategic planning, and pursuing strategic transactions; his corporate governance, compliance, and risk management experience; and his experience as a director of public and private companies.
Paul D. McKinney Chairman of the Board of Directors and Chief Executive Officer Age: 6465 Director Since: 2020

2122

~~RING ENERGY~~2024 PROXY STATEMENT

Anthony B. Petrelli served from 2010 to 2022 as President, Chairman and Director of Investment Banking Services of NTB Financial Corporation, a Denver, Colorado based financial services firm founded in 1977. Since the beginning of 2023, Mr. Petrelli has served as a registered representative and financial consultant with Momentum Independent Network, a FINRA member firm. Beginning his career in 1972 in the investment industry, Mr. Petrelli has extensive experience in the areas of corporate finance, underwriting, management, operations, sales, and trading. He has served on numerous regulatory and industry committees including service on the FINRA (previously “NASD”) Corporate Finance Committee, FINRA National Adjudicatory Council (Vice Chairman), FINRA Small Firm Advisory Board, and Chairman of the FINRA District Business Conduct Committee for District 3. Mr. Petrelli has also served as an Arbitrator for FINRA dispute resolution. Additionally, since 2016 Mr. Petrelli has served as a director and member of the audit committee for Sensus Healthcare, Inc. (NASDAQ:SRTS), a medical device company. He has also served on several other public company boards including director and member of the audit committee of Arena Resources Inc. (NYSE:ARD), an oil and gas exploration, development and production company, and director of Natural Gas Services Group (NYSE:NGS), a provider of natural gas compression equipment and services to the energy industry. Mr. Petrelli has also served as an advisory director on several other public company boards. In addition to his career in the investment industry, Mr. Petrelli served on the board of directors of Southwest Counseling Associates, a Denver, Colorado based professional counseling firm. Mr. Petrelli established Equinox Counseling LLC in 2012, and is a Licensed Professional Counselor (LPC), a National Certified Counselor (NCC) and an Approved Clinical Supervisor (ACS). Mr. Petrelli received his Bachelor of Science degree in Business (Finance) and his Master of Business Administration (MBA) degree from the University of Colorado. In addition, he received his Master of Arts degree in Counseling from Denver Seminary.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Petrelli should serve as director include his experience and expertise in financial and business matters with significant involvement in corporate governance and financial matters; his service on the FINRA Corporate Finance Committee, the NASD Small Firm Advisory Board and as Chairman of the FINRA District Business Conduct Committee; and his board experience.

Anthony B. Petrelli

Lead Independent Director

Age: 7071

Director Since: 2013

Board Committees:

~~2023 PROXY STATEMENT~~

~~Roy I. Ben-Dor~~ joined Warburg Pincus, LLC in 2011. He has been a Managing Director at Warburg since January 2020. He was a Principal at Warburg from 2016 through 2019. Previously, he worked at McKinsey & Company in New York. He is a Director of Artis Exploration, Citizen Energy, Eco Material Technologies, Stronghold Energy II Operating, LLC, Viridi Energy and Zenith Energy. He also works with ClimeCo, Gradiant Corporation, Montana Renewables, and Terra Energy Partners. Mr. Ben-Dor received a BA cum laude in Psychology and Economics with Distinction from Duke University, a JD magna cum laude from Harvard Law School and an MBA with High Distinction (“Baker Scholar”) from Harvard Business School.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Ben-Dor should serve as director include his experience and expertise in energy company management.

~~Roy I. Ben-Dor~~

~~Director~~

~~Age: 40~~

~~Director Since:~~ ~~2022~~

RING ENERGY

John A. Crum is managing partner of JAC Energy Partners, LLC, formed to provide advice to companies and individual investors in oil and gas exploration and production. He has been involved with worldwide oil and gas development for more than 40 years. Mr. Crum currently serves as a director for: Forty Acres Energy, LLC, an oil company developing Permian Basin waterflood assets. He served as chief executive officer and director of Midstates Petroleum Company Inc. (NYSE:MPO), from 2011 to 2014. From 1995 to 2011, MrMr. Crum served in a variety of executive roles for Apache Corporation (NYSE:APA), including co-chief operating officer and president, North America, president Apache Canada Ltd., managing director Apache North Sea (UK), managing Director Apache Energy Ltd. (Australia), and executive vice president for Eurasia and worldwide new ventures. Earlier in his career, Mr. Crum held positions of responsibility at Aquila Energy Corporation, Pacific Enterprises Oil Company, and Southland Royalty Company. He began his career with Conoco in 1975. He has previously served as a director of several public and private companies including the midstream MLP, Midcoast Energy Partners, LP; exploration and production company, Crestone Peak Resources; rotorcraft services supplier, CHC Helicopter; and for the biofuels technology company, Coskata Inc. Mr. Crum has been active with industry groups serving on the boards of the Australian Petroleum Production and Exploration Association (APPEA), UK Offshore Operators Association (UKOOA), and Canadian Association of Petroleum Producers (CAPP) during assignments in those countries. He holds a Bachelor of Science degree in petroleum engineering from the New Mexico Institute of Mining and Technology.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Crum should serve as a director include his significant worldwide oil and gas experience; and his prior executive and Board experience.

John A. Crum

Independent Director

Age: 7172

Director Since: 2020

Board Committees:

~~2023~~2024 PROXY STATEMENT

David S. Habachy served as a Managing Director on the energy team of Warburg Pincus from 2017 until July 2022. Previously, Mr. Habachy served as Managing Director and member of the Investment Committee of the Kayne Anderson Energy Funds. Additionally, Mr. Habachy served on numerous boards of oil and gas E&P domestic and international companies during his tenure in private equity. Prior to entering into private equity in 2008, Mr. Habachy spent 10 years in asset management, operations and consulting in the upstream E&P business. He started his petroleum engineering career at Arco/Vastar in 1998. Mr. Habachy ~~serves~~previously served on the Board of Directors of Earthstone Energy, Inc.~~, a company with a class of equity securities registered under the Exchange Act.~~ Additionally, Mr. Habachy currently serves on the Investment Committee Board for Memorial Hermann Health System and is a board member of the Houston Producers’ Forum. Mr. Habachy holds a B.S. in Chemical Engineering and an MBA degree with George Kozmetsky highest honors distinction from The University of Texas at Austin.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Habachy should serve as a director include his extensive experience in the oil and gas industry, including serving on the boards of private oil and gas exploration and production companies, and his serving as a managing director at Warburg makes him uniquely positioned to provide the Board with insight and advice on a full range of strategic, financial and governance matters.

David S. Habachy

Independent Director

Age: 4748

Director Since: 2022

Board Committees:

RING ENERGY

Richard E. Harris began his corporate career in 1981, joining The Standard Oil Company of Ohio (“SOHIO”) in the Treasury Department. SOHIO was acquired by British Petroleum plc (“BP”) in 1987. Mr. Harris continued to be assigned challenging positions with increasing responsibility within BP Finance and BP America Finance. Mr. Harris’ achievements earned him a two year assignment in Belgium as a member of a team charged with integrating finance functions across Europe into BP Oil Europe in Brussels. In 1995, Mr. Harris left BP to join Compaq Computer Corporation in a newly created position where Mr. Harris developed and enhanced the company’s global capabilities in corporate finance, financial planning, M&A pre-close analysis and post close evaluation as well as global treasury management. Compaq promoted Mr. Harris to Assistant Treasurer, Global Treasury in 1999. In 2003, Mr. Harris joined Cummins Inc.’s executive team as Vice President, Treasurer and led initiatives to develop best in class global treasury processes and procedures. Mr. Harris was also secretary of the Finance Committee of the Cummins Board of Directors and collaborated with the Board members on a frequent basis. Mr. Harris established a world class global treasury organization which supported the Cummins’ businesses in 198 countries worldwide. Mr. Harris was promoted to Vice President, Chief Investment Officer in 2008. Mr. Harris’ team successfully developed, implemented and provided oversight for processes to source, evaluate, and execute the company’s strategic acquisitions, investments, and joint ventures. In 2015, Mr. Harris retired to Austin, Texas. In February, 2022, Mr. Harris joined the Board of Directors of Longhorn Village, a private senior living facility in Austin, TX. Mr. Harris received a Bachelor of Science in Mathematics and Master of Business Administration from John Carroll University.

Subsequent to Mr. Harris’ appointment to the Board in 2020, he joined the board of directors of BPH Holding Co. Inc. ~~("BPH"~~(“BPH”) and its Austin, Texas subsidiary, Longhorn Village. BPH is a not-for-profit company that focuses on the development and management of senior ~~living~~ living communities in Texas. Mr. Harris currently serves on the strategic planning committee of the BPH Board.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Harris should serve as a director include his significant worldwide business experience; and his prior executive and Board experience.

Richard E. Harris

Independent Director

Age: 7071

Director Since: 2020

Board Committees:

~~2023~~2024 PROXY STATEMENT

Thomas L. Mitchell is a strategic finance leader with a record of driving growth in energy business models as the chief financial officer of both large and small companies in the oil and gas industry. He has had a career of strong Fortune 500 experience with exploration and production companies, and broad energy exposure with offshore drilling and midstream gathering and marketing companies. In his last position as EVP and Chief Financial Officer of Devon Energy Corporation (NYSE:DVN) from 2014 to 2017, Mr. Mitchell led the finance and business development organizations, and also helped the company successfully strengthen its asset quality through strategic acquisitions. Previously, Mr. Mitchell served as EVP and Chief Financial Officer and a member of the board of directors of Midstates Petroleum Company (now NYSE:AMPY), a private equity-funded exploration and production company. While there, Mr. Mitchell helped lead the initial public offering listing of the company on the New York Stock Exchange in 2012. From November 2006 to September 2011, Mr. Mitchell was the Senior Vice President, Chief Financial Officer of Noble Corporation (NASDAQ:NEBLQ), a publicly-held offshore drilling contractor for the oil and gas industry. Following his formal education, Mr. Mitchell began his career in public accounting with Arthur Andersen & Co. where he practiced as a CPA (currently inactive), then, in 1989 entered the oil and gas industry at Apache Corporation (NYSE:APA) where he spent eighteen years in various finance and commercial roles, the last being Vice President and Controller. Mr. Mitchell currently serves on the board of EPIC Midstream Holdings GP, LLC, a private midstream crude and NGL infrastructure company. He previously served on the board of directors of Hines Global REIT, Inc., a public real estate investment trust, Sundance Energy, Inc. (OTC MKTS:SNDEQ), a public exploration and production company, and EnLink Midstream Partners, LP and EnLink Midstream, LLC (NYSE:ENLC). Mr. Mitchell graduated from Bob Jones University with a B.S. in Accounting.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Mitchell should serve as a director include his significant financial background; his public accounting experience; his prior performance of chief financial officer functions for both public and private companies; and his board experience.

Thomas L. Mitchell

Independent Director

Age: 6364

Director Since: 2020

Board Committees:

RING ENERGY

Regina Roesener served as the Chief Operating Officer, Director of Corporate Finance and a member of the board of directors of NTB Financial Corporation (“NTB”), a member firm of FINRA and also a Registered Investment Advisor with the SEC from 1990 to 2022. During her more than 30-year tenure at NTB, Ms. Roesener was involved in the capital raising efforts for numerous public and private companies, many of which were in the energy sector, collectively raising more than $300 million. This involved working closely with executive management of the issuing company to develop and deliver their investor presentations and road shows, utilizing ~~long-standing~~longstanding strategic relationships with participating FINRA member firms. In addition, in her position at NTB, Ms. Roesener was responsible for the management of an internal market broker for a large, SEC registered public company, where she facilitated more than $500 million in transactions over 15 years. She has served as a board member of the National Investment Bankers Association and as a member of Women in Syndicate Association and has served as a board member for the Denver chapter of the March of Dimes. She is a member of the National Association of Corporate Directors and the Institute for Excellence in Corporate Governance. Ms. Roesener received her Bachelor of Science degree in Education from the University of Colorado in 1982. Ms. Roesener completed the Wharton Executive Education-Corporate Governance Certificate Program in 2022.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Roesener should serve as director include her experience and knowledge in the areas of corporate governance, corporate finance and capital markets, which the Board believes will provide valuable insight and assistance in the future growth of the Company.

Regina Roesener

Independent Director

Age: 6364

Director Since: 2019

Board Committees:

~~2023 PROXY STATEMENT~~

~~Clayton E. Woodrum~~, CPA, ABV, CVA, is a founding partner of Woodrum, Tate & Associates, PLLC, a Certified Public Accounting firm registered in the State of Oklahoma. Mr. Woodrum provides tax, accounting, and consulting to a wide range of privately held businesses. In addition to these services, Mr. Woodrum also provides chief financial officer services to a number of privately held businesses. Mr. Woodrum also provides business valuation services, litigation support (including, financial analysis, damage reports, depositions, and testimony), estate planning, financing techniques for businesses, asset protection vehicles, sales and liquidation of businesses, and debt restructuring. His current clients include several privately held oil and gas exploration and production companies to which he provides tax and accounting advice. In his 50 years of financial experience, Mr. Woodrum has served as the Partner in Charge of a Tax Department of Peat, Marwick, Mitchell and Co., (now KPMG). He also served as the Chief Financial Officer of Bank of Oklahoma Corp. ~~(NASDAQ:BOKF)~~ and Bank of Oklahoma, NA, a publicly held bank holding company and national bank. Prior to joining the board of Ring Energy, Inc. Mr. Woodrum served on the board of Arena Resources, Inc. and as Chairman of the audit committee of Arena. Mr. Woodrum received his Bachelor of Science in Business Administration and Accounting from Kansas State University.

The particular experience, qualifications, attributes, and skills that lead our Board to conclude that Mr. Woodrum should serve as a director include his significant financial background; his public accounting and tax experience; and his prior performance as a director and CFO functions for both public and private companies.

~~Clayton E. Woodrum~~

~~Independent Director~~

~~Age: 83~~

~~Director Since:~~ ~~2013~~

~~Board Committees:~~

BOARD RECOMMENDATION ON PROPOSAL

The Board unanimously recommends a vote FOR the election of each of the director nominees named above. The management proxy holder will vote all properly submitted proxies FOR election of each director unless properly instructed otherwise.

2024 PROXY STATEMENT

~~RING ENERGY~~

CORPORATE GOVERNANCE AND OUR BOARD

CORPORATE GOVERNANCE HIGHLIGHTS


RELATING TO THE BOARD
a Annual elections of the entire Board			a Dedication to continuing director education
a Majority independent directors			a Dedication to diversity on the Board
a Annual evaluations of the Board, each committee, and each director			a Designated Lead Independent Director
a Insider trading policy that prohibits hedging, pledging, and margin transactions in Company securities			a Board committees comprised entirely of independent directors
a Maintains corporate governance guidelines			a Board oversees environmental, social, and governance practices
a A~~Company adopted Annual Say-On-Pay voting~~nnual say-on-pay vote			a Board oversees succession planning for the CEO and executive officer positions
a D~~Adopted director~~irector overboarding policy			a Adopted ~~officer and director~~ stock ownership guidelines for officers and directors


RELATING TO STOCKHOLDER RIGHTS
a Equal voting rights among all stockholders			a All stockholders entitled to vote on all director nominees
a Ability of stockholders to call a special meeting (at a 10% threshold)			a No poison pill or similar plan
a Ability of stockholders to act by written consent			a No supermajority voting requirements

We maintain a corporate governance section on our website that contains copies of the charters for the committees of our Board. The corporate governance section may be found at https://ringenergy.com/investors/corporate-governance. The charters for each of the Board’s committees will be provided to any person without charge, upon request. Requests may be directed to Ring Energy, Inc., Attention: Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, or by calling (281) 397-3699.

Also available on our website under the corporate governance section or the sustainability section are copies of our Corporate Governance Guidelines, Code of Ethics, Code of Business Conduct and our ~~2022~~2023 ESG Sustainability Report. We have adopted a Code of Ethics that applies to our Chief Executive Officer, Executive Vice Presidents, and Chief Financial Officer, as well as the principal accounting officer or controller, or persons performing similar functions, to ensure high standards of ethical conduct and fair dealing. Our ~~2022~~2023 ESG Sustainability Report discusses a wide range of our business practices and procedures designed to help promote workplace safety, health of our stakeholders, sound environmental practices, protection of human rights, and honest and ethical conduct. The Code of Business Conduct covers standards for professional conduct, including, among others, conflicts of interest, insider trading, protection, proper use of confidential

RING ENERGY

information and Company assets, and compliance with the laws and regulations applicable to the Company’s

~~2023 PROXY STATEMENT~~

business. Finally, we have adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities.

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.

OUR BOARD

Our Board currently consists of nine ~~members.~~members and will be reduced to seven directors effective at the conclusion of the Annual Meeting. Our Articles of Incorporation and Bylaws provide for the annual election of directors. At each annual meeting of stockholders, our directors will be elected for a one-year term and serve until their respective successors have been elected and qualified.

Our Board held ~~seven~~eight meetings during the fiscal year ended December 31, ~~2022.~~2023. During the fiscal year ended December 31, ~~2022,~~2023, no directors attended fewer than 75% of the total number of meetings of our Board and committees on which that director served.

We encourage, but do not require, our directors to attend our annual meetings of stockholders. At our last annual meeting of stockholders, ~~all then serving~~eight members of our Board attended either in person or by video conference participation.

BOARD LEADERSHIP STRUCTURE

The Chairman of the Board is selected by the members of the Board. Our Board ~~of Directors~~ does not have a policy as to whether the roles of Chairman of the Board ~~of Directors~~ and Chief Executive Officer should be separate or combined. Currently, the positions of Chairman of the Board and Chief Executive Officer are ~~currently~~ held by Paul D. McKinney. The Board has determined that the current structure is effective in allowing Mr. McKinney to draw on his knowledge of the operations of our business and industry developments to provide leadership on the broad strategic issues considered by the Board. At the same time, the appointment of a Lead Independent Director with clearly defined responsibilities and authority, along with the Board’s fully independent committees and substantial majority of independent directors, establishes an effective balance between management leadership and appropriate oversight by independent directors. Anthony B. Petrelli currently serves as the Lead Independent Director. Periodically, our NESG Committee assesses these roles and the board leadership structure to ensure the interests of Ring and its stockholders are best served.

LEAD INDEPENDENT DIRECTOR

In 2021, we amended our Bylaws to provide for the election of a Lead Independent Director.

Duties of the Lead Independent Director

■Presides at all meetings of the Board at which the Chairman is not present and all executive sessions of the independent directors;

■Acts as advisor to CEO and direct liaison between CEO and ~~independent~~non-employee directors;

■Plans, reviews, and approves Board meeting agendas and information presented to the Board;

■Calls meetings of the independent directors as appropriate;

3130

~~RING ENERGY~~2024 PROXY STATEMENT

■Contributes to annual CEO performance review and assists with succession planning;

■Consults the NESG Committee on the Board’s evaluation process;

■Consults with the Audit Committee regarding internal controls and audit matters;

■Consults with the Compensation Committee regarding CEO, executive and employee compensation;

■Participates in consultations and direct communication with major stockholders and their representatives when appropriate; and

■Performs such other duties as the Board may determine from time to time.

Key Attributes of the Lead Independent Director

The Lead Independent Director is selected from among the independent directors. The NESG Committee and management discuss candidates for the Lead Independent Director position, and consider many of the same types of criteria as candidates for the chair of other Board committees including:

■Tenure;

■Previous service as a Board committee chair;

■Diverse experience;

■Participation in and contributions to activities of the Board; and

■Ability and willingness to commit adequate time to the role.

ANNUAL BOARD EVALUATION

The NESG Committee is responsible for the Board evaluation process. In each fiscal year, the NESG Committee requests that the chairman of each committee report to the full Board about such committee’s annual evaluation of its performance and evaluation of its charter. In addition, the NESG Committee receives comments from all directors and reports to the full Board with an assessment of the Board’s and management’s performance each fiscal year. In conducting its annual evaluation, our Board has utilized written questionnaires to solicit feedback on committee and board effectiveness, agenda topics and materials, appropriate delegation of issues to committees, and the appropriateness of board and committee materials. The NESG Committee’s review process also includes an annual director self-evaluation that prompts each director to reflect and comment on his or her own individual performance and contributions to the Board and the Company.

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Our Board takes measures as it deems appropriate to ensure that its members may act on a fully informed basis. The NESG Committee ~~evaluates~~reviews general education and orientation ~~programs~~ for our directors. Newly appointed directors are required to become knowledgeable about the responsibilities of directors for publicly traded companies. In addition, we provide our directors with information regarding changes in our business and industry as well as the responsibilities of the directors in fulfilling their duties. The Board frequently invites consultants and counsel to provide updates on developments in Board meetings throughout the year.

3231

~~2023 PROXY STATEMENT~~RING ENERGY

BOARD INDEPENDENCE

As required under the listing standards of the NYSE American, a majority of the members of our Board must qualify as independent, as affirmatively determined by our Board. The standards relied upon by the Board in determining whether a director is “independent” are those set forth in the rules of the NYSE American. The NYSE American generally defines the term “independent director” as a person other than an executive officer or employee of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Because the Board believes it is not possible to anticipate or provide for all circumstances that might give rise to conflicts of interest or that might bear on the materiality of a relationship between a director and the Company, the Board has not established specific objective criteria, apart from the criteria set forth in the NYSE American rules, to determine “independence.” In addition to the NYSE American criteria, in making the determination of “independence”, the Board considers such other matters including, without limitation, (i) the business and non-business relationships that each ~~independent~~ director has or may have had with the Company and its other directors and executive officers, (ii) the stock ownership in the Company held by each such director, (iii) the existence of any familial relationships with any executive officer or director of the Company, and (iv) any other relevant factors which could cause any such ~~Director~~director to not exercise his independent judgment. Our NESG Committee evaluated all relevant transactions and relationships between each director then on the Board, and any of his or her family members, and the Company, senior management, and independent registered accounting firm. Based on this evaluation and the recommendation of our NESG Committee, our Board determined that Clayton E. Woodrum, Anthony B. Petrelli, Regina Roesener, Richard A. Harris, John A. Crum, Thomas L. Mitchell and David S. Habachy were independent directors, as that term is defined in the listing standards of the NYSE American and that Paul D. McKinney and Roy I. Ben-Dor are not independent.

Family Relationships and Involvement in Legal Proceedings

All directors and nominees for director of the Company are United States citizens. There are no family relationships between any of our directors or nominees for director and our executive officers. In addition, there are no other arrangements or understandings between any of our directors or nominees for director and any other person pursuant to which any person was selected as a director or nominee for director.

BOARD RISK ASSESSMENT AND CONTROL

The Board considers risk oversight and management to be an integral part of its role. Our risk management program is overseen by our Board and its committees, with support from our management. Our Board utilizes an enterprise-wide approach to oil and gas industry risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is a thorough understanding of the risks the Company faces, understanding of the level of risk appropriate for our Company, and the steps needed to manage those risks effectively. The involvement of all members of the Board in setting our business strategy is a key part of their overall responsibilities and, together with management, determines what constitutes an appropriate level of risk for our Company. Our Board believes that its practice of including all members of our management team in our risk assessments allows the Board to more directly and effectively evaluate management capabilities and performance, more effectively and efficiently communicate its concerns and wishes to the entire management team and provides all members of management with a direct communication avenue to the Board.

3332

~~RING ENERGY~~2024 PROXY STATEMENT

While our Board has the ultimate oversight responsibility for the risk management process, the committees of our Board also have responsibility for specific risk management activities. In particular, the Audit Committee focuses on financial risk management, including internal controls, and oversees compliance with regulatory requirements. In setting compensation, the Compensation Committee approves compensation programs for the officers and other key employees to encourage an appropriate level of risk-taking behavior consistent with our business strategy and performance. Our Board ~~oversees~~has delegated oversight of matters related to cybersecurity and the security of information technology ~~systems.~~systems to the Audit Committee.

INSIDER TRADING POLICY

Our Board has adopted an Insider Trading Policy for employees and directors to promote compliance with federal and state securities laws. The policy prohibits certain persons who are aware of material non-public information about the Company from: (i) trading in securities of the Company; or (ii) providing material non-public information to other persons who may trade on the basis of that information. When material non-public information about us may exist and may have an influence on the marketplace, a trading blackout period is placed in effect by management. In addition, our Insider Trading Policy also applies to family members, other members of a person’s household, and entities controlled by a person covered by this Insider Trading Policy. Officers, directors, and designated employees, as well as the family members and controlled entities of such persons, may not engage in any transaction in Company securities without first obtaining pre-clearance of the transaction.

Under the Insider Trading Policy, directors, executive officers and other employees are prohibited from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future securities’ price. Our Insider Trading Policy also prevents directors and executive officers from pledging our securities as collateral for loans or holding our securities in a margin account.

3433

~~2023 PROXY STATEMENT~~RING ENERGY

BOARD COMMITTEES

Our Board has established three standing committees, the composition and responsibilities of which are briefly described below. Our Board may establish other committees from time to time to facilitate our management.



Audit Committee	Compensation Committee	Nominating, Environmental, Social, and Governance Committee

Our Board has determined that the Compensation Committee, the Audit Committee, and the Nominating, Environmental, Social, and Governance Committee are comprised entirely of independent directors as required under the listing standards of the NYSE American and applicable rules and requirements of the ~~SEC.~~SEC, including the heightened “independence” standard required for members of the Audit Committee. The Board may delegate certain duties and responsibilities to the committees it establishes.

NAME

AUDIT

COMMITTEE

COMPENSATION COMMITTEE

NOMINATING, ENVIRONMENTAL, SOCIAL, AND GOVERNANCE COMMITTEE

Paul D. McKinney

Anthony B. Petrelli

Roy I. Ben-Dor

John A. Crum

David S. Habachy

Richard E. Harris

Thomas L. Mitchell

Regina Roesener

Clayton E. Woodrum

Chair

Member

AUDIT COMMITTEE

Pursuant to its charter, the Audit Committee’s principal functions are as follows:

■Oversee the quality, integrity and reliability of our financial statements and other financial information we provide to any governmental body or the public;

2024 PROXY STATEMENT

■Select, hire, and oversee our independent registered public accounting firm and to approve the compensation paid to our independent registered public accounting firm;

~~RING ENERGY~~

■Oversee our independent auditor’s qualifications, independence, and performance;

■Oversee our compliance with legal and regulatory requirements;

■Oversee our internal audit function, including oversight of our internal controls regarding finance, accounting, legal compliance and ethics;

■Establish procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters;

■Assess matters related to risk, risk controls and compliance;

■Produce the Audit Committee Report for inclusion in our annual proxy statement; and

■Perform such other functions our Board may assign to the Audit Committee from time to time.

During the ~~2022~~2023 fiscal year, from January through June 2, 2022, the Audit Committee was comprised of Mr. Woodrum, Mr. Mitchell, Mr. Petrelli, Ms. Roesener, Mr. Harris, and Mr. Crum, with Mr. Woodrum acting as the Chair. After June 2, 2022, the Audit Committee was comprised of Messrs. Woodrum, Harris, Mitchell, and Petrelli, and Ms. Roesener, with Mr. Woodrum acting as the Chair. Each of Messrs. Woodrum, Crum, Harris, Petrelli and Mitchell, and Ms. Roesener qualify as “independent directors” in accordance with the applicable regulations of the NYSE American definition of independent director set forth in the Company Guide, Part 8, Sections 803(A) and meet the more stringent requirements for members of a listed company’s audit committee set forth in Section 803(B)(2) to the Company Guide. Our Board has ~~further~~ determined that each of Ms. Roesener and Messrs. Woodrum, Mitchell and Petrelli meet the requirements of an “audit committee financial expert” as defined in Item 407 of Regulation S-K promulgated by the SEC.

The Audit Committee met six times during the fiscal year ended December 31, ~~2022.~~2023. At each meeting, the Audit Committee was given the opportunity to meet in executive session separately with and our independent registered public accounting firm without management present.

COMPENSATION COMMITTEE

Pursuant to its charter, the Compensation Committee’s principal functions are as follows:

■Make recommendations regarding the compensation of the Chief Executive Officer;

■Approve, after considering the recommendation of the CEO, the compensation of the named executive officers;

■Review our compensation practices and policies to ensure that they provide appropriate motivation for corporate performance and increased stockholder value;

■Oversee the administration of the Company’s stock and incentive compensation programs;

■Make recommendations to the Board regarding the adoption, amendment, or termination of equity compensation programs;

■Approve the adoption, amendment, and termination of incentive compensation and deferred compensation programs for our employees;

~~2023 PROXY STATEMENT~~

■Oversee the administration of our compensation plans and programs for employees and non-employees and directors;

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■Periodically review human resource issues relating to the Company’s policies and practices with respect to workforce diversity and equal employment opportunities;

■Annually review a risk assessment of the Company’s compensation policies and practices; and

■Perform such other functions as the Board may assign to the Compensation Committee from time to time.

~~In accordance with the rules of the NYSE American, the~~The compensation of our Chief Executive Officer is ~~recommended~~determined by the Compensation Committee ~~to the Board~~ (in a proceeding in which the Chief Executive Officer does not participate). Compensation for all other officers is recommended by the Chief Executive Officer for determination by the Compensation Committee.

The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Compensation Committee. Meetings may, at the discretion of the Compensation Committee, include members of the Company’s management, other members of the Board, consultants or advisors, and such other persons as the Compensation Committee or its ~~chairperson~~Chair may determine.

The Compensation Committee has the sole authority to retain, amend the engagement with, and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer, or executive officer compensation, including employment contracts and change in control provisions. The Compensation Committee has the sole authority to approve any consultant’s fees and other retention terms and has authority to cause the Company to pay the fees and expenses of such consultants. The Compensation Committee retained an independent compensation consultant for the fiscal year ended December 31, ~~2022.~~2023.

During the ~~2022~~2023 fiscal year, ~~from January through June 2, 2022,~~ the Compensation Committee was comprised of Messrs. Crum, Woodrum, Mitchell, ~~Harris, and~~ Petrelli, and ~~Ms. Roesener,~~Habachy (appointed to the Compensation Committee on May 25, 2023), with Mr. Crum acting as the Chair. After June 2, 2022, the Compensation Committee was comprised of Messrs. Crum, Woodrum, Mitchell, and Petrelli, with Mr. Crum acting as the Chair. Each member of the Compensation Committee during the fiscal year ended December 31, 2022 was an “independent director” as defined in the applicable rules of the NYSE American and the SEC. The Compensation Committee held three meetings during the fiscal year ended December 31, ~~2022.~~2023.

NOMINATING, ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE

Pursuant to its charter, the ~~Nominating, Environmental, Social, and Governance~~NESG Committee’s ~~(the "NESG Committee")~~ principal functions are as follows:

■Identify and recommend qualified candidates to the Board for nomination as members of the Board and its committees;

■In the event there is a vacancy on the Board, identify individuals that the ~~committee~~NESG Committee believes are qualified to become directors in accordance with the Board membership criteria set forth in the committee’s charter;

■Evaluate stockholder nominees for director submitted in accordance with our Bylaws;

~~RING ENERGY~~

■Periodically review with the Board the appropriate size of the Board and the requisite skills and characteristics of its members;

■Review the Board’s committee structure and recommend to the Board the appointment of committee members and chairs;

■Develop and recommend to the Board corporate governance principles and policies applicable to the Company;

2024 PROXY STATEMENT

■Develop and recommend to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence;

■Review and recommend to the Board proposed changes to the Company’s Articles of Incorporation and Bylaws;

■Overseeing ESG policies, performance and disclosure, as well as developing recommendations for the Board on emerging issues related to our industry; and

■Perform such other functions as the Board may assign to the NESG Committee from time to time.

During the ~~2022~~2023 fiscal year, from January through June 2, 2022, the NESG Committee was comprised of Messrs. Petrelli, Crum, Harris, Mitchell, and Woodrum, and Ms. Roesener, with Ms. Roesener acting as the Chair. After June 2, 2022, the NESG Committee was comprised of Messrs. Crum, Habachy (appointed to the NESG Committee on May 25, 2023), Harris, and Petrelli, and Ms. Roesener acting as Chair. ~~Each member of the NESG Committee during the fiscal year ended December 31, 2022, was an “independent director” as defined in the applicable rules of the NYSE American and the SEC.~~ The NESG Committee met two times during the fiscal year ended December 31, ~~2022.~~2023.

DIRECTOR NOMINATIONS AND QUALIFICATIONS

Under its charter, the NESG Committee identifies qualified candidates to serve as Board members as necessary to fill vacancies or the additional needs of the Board, and reviews and evaluates candidates recommended by our stockholders. The NESG Committee considers qualified candidates from several sources, including stockholder nominations. The NESG Committee may, but has not, retained an outside consultant to evaluate or assist in identifying or evaluating potential director candidates.

Any stockholders who would like to propose a nominee to the Board should submit such proposed nominee for consideration by the NESG Committee, including the proposed nominee’s qualifications, to Ring Energy, Inc., Attention: Mr. Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380. Stockholders who meet certain requirements specified in our Bylaws may also nominate candidates for inclusion in our proxy materials for an annual meeting as described in “Stockholder Proposals and Director Nominations for the ~~2024~~2025 Annual Meeting.” There are no differences in the manner in which the NESG Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or the incumbent directors.

Whether nominated by a stockholder or through the activities of the NESG Committee, the NESG Committee seeks to select candidates who have distinguished records of leadership and success in their area of activity and who will make substantial contributions to our Board operations and effectively represent the interests of our stockholders.

~~2023 PROXY STATEMENT~~

The NESG Committee’s assessment of candidates includes, but is not limited to, consideration of: (i) roles and contributions valuable to the business community; (ii) personal qualities of leadership, character, judgment, and whether the candidate possesses and maintains a reputation in the community at large of integrity, trust, respect, competence, and adherence to high ethical standards; (iii) relevant knowledge and diversity of background and experience in such things as the Company’s industry, and in general, business, technology, finance and accounting, marketing, international business, government, and the like; and (iv) whether the candidate is free of conflicts and has the time required for preparation, participation, and attendance at all meetings. A director’s qualifications in light of these criteria are considered at least each time the director is re-nominated for Board membership. The Committee also evaluates whether the candidate’s skills are complementary to the existing Board members’ skills, the Board’s needs for particular expertise in fields such as business, technology, financial, marketing, governmental, or other areas of expertise, and assess the

RING ENERGY

candidate’s impact on Board dynamics and effectiveness. The Committee selects candidates that best suit the Board’s current needs and recommends one or more of such individuals to the Board. Our membership criteria and a rigorous selection process help ensure that candidates recommended to the Board will effectively represent the best interests of our stockholders.

BOARD OF DIRECTORS DIVERSITY

The Board encourages a diversity of backgrounds among its members; however, it does not have a formal diversity policy with regard to the consideration of diversity in identifying director nominees. The Board considers candidates with significant direct or indirect energy industry experience that will provide the Board as a whole with the talents, skills, diversity, and expertise to serve the long-term interests of the Company and our stockholders.

COMMUNICATIONS WITH OUR BOARD

Stockholders desiring to communicate with our Board, the independent directors, or any director in particular, may do so by mail addressed as follows: Attn: Board of Directors, Ring Energy, Inc., 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380. Our Chief Executive Officer, Chief Financial Officer, or Corporate Secretary review each communication received from our stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the Board (or individual director) if the communication complies with the requirements of any applicable policy adopted by us relating to the subject matter or the communication falls within the scope of matters generally considered by our Board.

3938

~~RING ENERGY~~2024 PROXY STATEMENT

EXECUTIVE OFFICERS

The following table sets forth the names, ages, and positions of our current executive officers as of April ~~21, 2023:~~16, 2024:

Marinos C. Baghdati joined Ring on October 1, 2020 as Vice President of Operations and was promoted to Executive Vice President of Operations, shortly thereafter.

Prior to joining the ~~company,~~Company, Mr. Baghdati held the position of Vice President of Operations for Sandridge Energy, Inc.~~, in Oklahoma City,~~ from October 2019 to June 2020. Prior to joining Sandridge, ~~Energy, Inc.,~~ Mr. Baghdati served as Production Manager for Rio Oil and Gas II, from January 2019 to September 2019, where he was responsible for ~~Company Production Operations.~~company production operations. Before joining Rio Oil & Gas, from May 2015 to January 2019, Mr. Baghdati held positions at Yuma Energy, Inc., starting as Operations Manager and later being promoted to Vice President of Drilling & Production, where he was responsible for coordinating all field and rig related activities. ~~None of the companies he was employed at prior to joining the Company were affiliated with Ring Energy, Inc.~~

Mr. Baghdati graduated with a B.S. in Petroleum Engineering, Summa Cum Laude, from Texas Tech University in May 2002. He attended graduate school at Texas Tech University from 2003 to 2005, where he received a M.S. in Mathematics and Statistics in May 2005.

Marinos C. Baghdati

Executive Vice President of Operations

Age: 46

4039

~~2023 PROXY STATEMENT~~RING ENERGY

Stephen D. Brooks started his employment with Ring on October 1, 2020, in the capacity of Vice President of Land, Legal, Human Resources and Marketing. On November 30, 2020, he was promoted to the title of Executive Vice President of Land, Legal, Human Resources and Marketing and currently still holds that position with Ring.

From May 2019 to April 2020, he held the position of Vice President of Land, Legal, People & Culture and Corporate Services with SandRidge. Prior to employment at SandRidge, Mr. Brooks served as Vice President of Land for both Yuma Energy, Inc. from February 2016 to May 2019, and for the Gulf Coast Region of Duncan Energy Company from 2000 to 2015, where at both of these companies he was responsible for all land department functions. Prior to becoming the Vice President, Mr. Brooks was the Land Manager for the Gulf Coast Region of Duncan from 1991 to 2000.

Before spending 24 years with Duncan, Mr. Brooks was the Land Manager Gulf Coast Region for Ladd Petroleum Corporation from 1984 to 1990, when he became Ladd's Exploration Manager until 1991. Mr. Brooks also held landman positions at Patrick Petroleum Corporation, Santa Fe Energy Company and started his career in 1977 with Shell Oil Company.

Mr. Brooks is a Certified Professional Landman and a member of the American Association of Professional Landmen. Mr. Brooks holds a BBA in Petroleum Land Management from The University of Texas at Austin.

Stephen D. Brooks

Executive Vice President of Land, Legal, Human Resources and Marketing

Age: 68

4140

~~RING ENERGY~~2024 PROXY STATEMENT

Alexander Dyes joined Ring on October 1, 2020 and was promoted to Executive Vice President of Engineering and Corporate Strategy in December of 2020. Mr. Dyes is responsible for and leads the following disciplines including Acquisition & Divestitures, Business Development, Corporate Reserves, Geology, Information Technology and Subsurface. He also plays a key role in corporate planning and strategy and is a member of the Company’s Management Cybersecurity Committee.

He has a well-rounded background in both conventional and unconventional plays with over 1617 years of multi-disciplined experience in oilfield operations, reservoir engineering, economic evaluation, capital allocation, risk assessment, strategic planning, and business development. ~~Most recently~~Prior to Ring Energy, Mr. Dyes served as Vice President - A&D at Sandridge Energy from May 2019 to June 2020. Prior to Sandridge, he worked at Yuma Energy from late 2014 to early 2019 where he served as Vice President of A&D/Engineering from 2016 to 2019. He began his career at Apache Corporation and worked in various roles of increasing responsibility from 2007 to 2014 including his last role as a lead asset Senior Reservoir Engineer in Apache's Permian Region.

During his career he has led multi-discipline teams charged with identifying upside, optimizing vertical and horizontal development programs, reducing costs, and improving returns. He has direct experience in drilling, completions, production operations and reservoir engineering in most of the U.S. major active basins and horizontal plays. Mr. Dyes is a recipient of the Oil & Gas Investor Hart Energy's 2022 Class of Forty under 40. He is bilingual in Spanish and ~~brings~~has a multicultural background ~~as he was~~being born and raised in Bogota, Colombia.

Mr. Dyes received a Bachelor of Science degree in Petroleum Engineering from the University of Texas at Austin with a minor in Business Foundations from McCombs School of Business.

Alexander Dyes

Executive Vice President of Engineering and Corporate Strategy

Age: 3839

RING ENERGY

Travis T. Thomas joined Ring on October 26, 2020 ~~in the capacity of Vice President of Finance. On March 24, 2021, he~~and was promoted to Executive Vice President, ~~and~~ Chief Financial ~~Officer.~~Officer, Corporate Secretary and Treasurer in March of 2021. He is responsible for all financial, accounting, reporting, and treasury functions of the Company. He is also a member of the Management Cybersecurity Committee and spearheads the risk management aspects of the Company including commodity risk management and insurance.

~~From February 2019~~Prior to ~~October 2020,~~Ring Energy, he held the position of Executive Vice President, Treasurer and Chief Accounting Officer of Paradox Resources, LLC, a private exploration, development and production company focused on the Paradox Basin of Utah and Colorado with complementary midstream assets. Prior to Paradox, Mr. Thomas served as Vice President of Finance/Controller with Yuma Energy, Inc. from February 2016 through February 2019. From March 2012 through January 2016, he held a variety of financial management roles at New Prospect Company, an oil and gas consulting firm specializing in wellsite supervision, engineering, energy services and construction, and was named Vice President of Finance in June 2015. Prior to New Prospect, Mr. Thomas held similar financial roles at Highland Oil and Gas and Equity Associates, Inc.

Mr. Thomas currently sits on the Board of ~~Trustees of the Houston Yacht Club and the Board of~~ Directors of the Houston Energy Finance Group.

Mr. Thomas holds a Bachelor of Business Administration degree with a major in finance from the Red McCombs School of Business at the University of Texas inat Austin.

Travis T. Thomas

Executive Vice President, Chief Financial Officer, Corporate Secretary & Treasurer

Age: 4546

~~2023~~2024 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis ~~(CD&A)~~("CD&A") section describes the compensation program for our Chief Executive Officer ~~(CEO)~~("CEO"), Chief Financial Officer ~~(CFO)~~("CFO"), and the three other most highly compensated executive officers serving at the end of ~~2022.~~2023. Collectively, these executive officers are referred to as the Named Executive Officers ~~(NEOs)~~("NEOs").


NAME			PRINCIPAL POSITION
Paul D. McKinney			Chief Executive Officer and Chairman of the Board
Travis T. Thomas			Executive Vice President, Chief Financial Officer, Treasurer & Corporate Secretary
Stephen D. Brooks			Executive Vice President of Land, Legal, Human Resources and Marketing
Marinos C. Baghdati			Executive Vice President of Operations
Alexander Dyes			Executive Vice President of Engineering and Corporate Strategy

CD&A SUMMARY

Our executive compensation programs are designed to meet the dynamic needs of our business, and align our executives with stockholders and best market practices. Decisions made with respect to the ~~2022~~2023 and ~~2023~~2024 compensation programs are in accordance with these objectives.

OVERVIEW OF EXECUTIVE COMPENSATION

In ~~2022,~~2023, our compensation programs were designed to continue aligning our management team and employees with our strategic focus on generating free cash flow, maintaining production levels and reserves, strengthening the balance sheet by paying down debt and delivering long-term stockholder value. During ~~2022,~~2023, our compensation programs included:

■Base Salary - Base salary is the principal fixed component of our compensation program and has historically been reviewed in the first quarter of each year.

■Annual Non-Equity Incentive Plan – The Annual Incentive Plan (“AIP”) is designed to focus employees on achieving strategic and measurable financial, operational, and Health, Safety and Environmental (“HSE”) performance goals established by the Board thereby incentivizing the achievement of the Company’s most important priorities.

■Long-term Equity Incentive Plan – The Long-term Incentive Plan (“LTIP”) is designed to directly align executive management and senior level employees with stockholder outcomes and the long-term financial success of the Company.

■Competitive Total Compensation – Total executive compensation was benchmarked to a peer group of similarly-sized energy companies with the assistance of an independent compensation consultant.

RING ENERGY

■Performance-Based Compensation - Our compensation program places a substantial portion of the total compensation opportunity at-risk and contingent on Ring ~~Energy~~ achieving financial and operational outcomes and delivering ~~peer-leading~~peer-leading returns and stock price performance. ~~84%~~83% of CEO ~~Target Compensation~~target compensation is incentive-based – with 57% of CEO target compensation linked to short- and long-term performance results.



4140	%	PSUs with 3-year Performance Period
2726	%	RSUs with 3-year vesting
1617	%	Target Annual Cash Bonus
1617	%	Base Salary

~~2023 PROXY STATEMENT~~

ADDITIONAL COMPENSATION POLICY HIGHLIGHTS


WHAT WE DO			WHAT WE DON'T DO
a Robust stock ownership guidelines for officers and ~~Board members~~directors			r Provide excessive severance arrangements, single trigger severance benefits, or excise tax gross-ups for change-in-control related termination
a Compensation Committee oversight of officer compensation levels, incentive plan goals and other officer compensation matters
a Align pay outcomes with achievement of performance ~~achievement~~goals			r Allow employees or ~~Board members~~directors to hedge Company securities or pledge ~~Company stock~~Common Stock as collateral on a loan
a Maintain a clawback policy
a Engage an independent compensation consultant that directly advises the Compensation Committee			r Provide excessive perquisites
a Cap incentive payouts at a maximum amount
a Monitor compensation-related risk for excessive risk taking potential			r Permit repricing of stock options without stockholder approval
a Engage stockholders on officer compensation matters

2024 PROXY STATEMENT

EXECUTIVE COMPENSATION PHILOSOPHY

Our executive compensation program is designed to achieve the following objectives:

■Emphasize pay for performance, in which Company and individual performance against preset goals are ~~inherently~~ linked to the amount of compensation realized by a NEO;

■Attract and retain a qualified and motivated management team by offering industry competitive opportunities and providing the majority of NEO compensation in the form of long-term incentives that vest over a three-year period;

■Incentivize NEOs and appropriately reward them for their contributions to the achievement of our key short-term and long-term strategic objectives with variable compensation; and

■Align the compensation of our NEOs with the interests of our long-term stockholders by providing 60% of the ~~LTI~~long-term incentive mix in the form of performance-based incentives and 40% in the form of ~~time-based RSUs.~~service-based restricted stock units ("RSUs").

The Compensation Committee believes that cash and equity incentive compensation payouts should align with the Company’s success in achieving financial, operating, and strategic goals. The Committee’s philosophy is that the Company should continue to use long-term incentive compensation such as ~~Performance Stock Units~~performance stock units (“PSUs”) and ~~Restricted Stock Units (“RSUs”)~~RSUs to align executives’ interests with those of stockholders and should allocate a much greater portion of an executive’s compensation to long-term compensation and incentive-based compensation. The Compensation Committee reviews the performance of the Company’s executive officers throughout the year to evaluate the performance of each ~~executive officer~~NEO relative to the performance of the Company and the progress in meeting the Company’s goals and objectives.

Peer Review, Benchmarking and Compensation Consultant

The Compensation Committee retained compensation advisory services during ~~2022~~2023 from an independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to advise on and help refine the compensation

~~RING ENERGY~~

practices of the Company. The Compensation Committee reviewed, evaluated, and benchmarked the compensation practices of the Company versus a “compensation peer group” of companies, which ~~include~~were Amplify Energy Corp., Battalion Oil Corporation, Berry Corporation, ~~Crescent Energy,~~ Earthstone Energy, Inc., HighPeak Energy, Inc.~~, Vital Energy, Inc. (formerly Laredo Petroleum, Inc.)~~, Permian Resources Corporation, Ranger Oil Corporation, Riley Exploration Permian, Inc., SilverBow Resources, Inc. Vital Energy, Inc., and W&T Offshore, Inc., all of which are in the oil and natural gas exploration and production industry. The Compensation Committee, with input and advice from Meridian, typically reviews the peer group on an annual basis to ensure it remains appropriate year-over-year. The Compensation Committee considers the Company’s size relative to the peer group when benchmarking compensation relative to the peer group. The Compensation Committee also reviewed and considered oil and gas industry compensation surveys and related materials prepared and provided by Meridian.

Role of Management

The Compensation Committee considers input from our Chief Executive Officer in making determinations regarding our executive compensation program and the individual compensation of each of the ~~named executive officers.~~NEOs. With the consent of our Compensation Committee, our Chairman and Chief Executive Officer consults with, and considers market-based data prepared by Meridian. The executive officers make recommendations to the Compensation Committee regarding potential objectives for our incentive compensation and provide information to the Compensation Committee regarding the performance of the Company for the Compensation

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Committee’s certification of the achievement of performance objectives. The Compensation Committee makes the final determination on all elements of NEO compensation.

SAY-ON-PAY AND STOCKHOLDER ENGAGEMENT

~~In determining 2022 executive compensation,~~On an on-going basis, the Compensation Committee ~~considered~~evaluates our compensation policies and practices. As part of that process, the 93% approval received from the stockholders on the say-on-pay vote at the 2021 annual meeting and continued the compensation practices developed to align executive compensation more closely with stockholders. Despite receiving favorable Say-on-Pay vote recommendations from Institutional Shareholder Services and Glass Lewis, entities that advise investors on annual proxy matters, the 2022 "Say-on-Pay" vote only received approximately 39% support. Although this was a non-binding advisory vote, the Board takesCompensation Committee considers the results of ~~this~~our annual stockholder advisory vote ~~seriously and was~~on executive compensation, commonly known as the “say-on-pay” vote. At our 2022 annual meeting, we were disappointed ~~with~~that less than a majority of the ~~vote outcome. Following~~stockholder votes cast were in support of the ~~Say-on-Pay vote,~~say-on-pay proposal related to the compensation paid to the NEOs in 2021. Thereafter, we initiated extensive stockholder engagement to solicit ~~stockholder~~ feedback regarding our executive compensation programs and other related matters. At our 2023 annual meeting, approximately 75% of the votes cast were in support of the say-on-pay vote. While this represented a significant improvement over the prior year, we believe the approval percentage should be increased further and have refocused our efforts to increase say-on-pay stockholder approval.

Enhanced Stockholder Engagement Process- We continue to interact with our stockholders through a program that communicates with current stockholders, market participants and potential investors in a variety of forums including quarterly earnings discussions, investor conferences and in person investor meetings. Topics include our executive compensation programs, financial and operating performance, corporate strategy and ESG. Members of our Board participated in each discussion, with certain meetings including members of our senior management.

What We Did - ToDuring 2023 and to date in ~~2023,~~2024, we contacted ~~over~~our largest 25 stockholders that ~~collectively,~~ beneficially ~~own over~~owned approximately ~~60%~~62% and 56% of our outstanding shares of Common ~~Stock.~~Stock, respectively, as of the most recent year ends. We engaged directly with all stockholders ~~collectively owning approximately 43%~~who responded to our solicitation of say-on-pay feedback and accepted our ~~outstanding Common Stock.~~invitation for a discussion. Our Lead Independent Director and our Chair of the Compensation Committee, along with members of management, participated in these engagements and we discussed a variety of topics with the stockholders, including management and board composition, risk management, corporate governance, executive compensation, our ESG initiatives and officer succession planning.

What We Heard - ~~With respect~~During these stockholder engagements in 2023 and to ~~the 2022 Say-on-Pay vote,~~date in 2024, we ~~learned~~continued to hear that institutional investors supported our existing executive compensation programs. Almost all of the ~~program but some retail investors did not due to reasons unrelated to the compensation program. Stockholders consistently~~stockholders expressed support for our executive compensation programs, observing that these programs drive alignment of executive pay and Company financial performance. ~~Stockholders did not express concerns with~~With respect to compensation program design, ~~and they~~we did not ~~suggest~~receive any concerns nor were any executive compensation program ~~changes.~~changes suggested. Many large institutional stockholders determined that to meet with us was not necessary or advisable as they indicated their approval of our executive compensation programs, concluding that they were aligned with stockholder interests.

What We Will Do in the Future - ~~We expect to~~We will continue to ~~meet~~engage with our stockholders, market participants and potential investors through ~~2023~~2024 and ~~beyond~~thereafter to further discuss ~~these issues further~~our executive compensation programs and will continue to take into account the results of ~~the~~future say-on-pay ~~vote~~votes, in ~~the future, to ensure~~ensuring that our executive compensation programs are aligned with the interests of our stockholders.

~~2023~~2024 PROXY STATEMENT

EXECUTIVE COMPENSATION PROGRAM ELEMENTS FOR ~~2022~~2023

Performance Objectives and Goals

As described in more detail below, our current executive compensation program for NEOs includes three major elements: (1) a base salary, (2) ~~non-equity~~cash incentive ~~compensation cash~~ awards, and (3) equity-based incentive ~~compensation~~ awards.

Base Salaries

The Compensation Committee believes base salary is an integral element of an executive compensation program to provide executive officers with a base level of monthly income. We provide all of our employees, including our NEOs, with an annual base salary to compensate them for their services to the Company. ~~Similar to most companies within the industry, our policy is to pay NEOs’ base salaries in cash.~~

The base salary of each NEO is reviewed annually, with the salary of the Chief Executive Officer being recommended ~~by the Compensation Committee~~ and approved by the ~~Board~~Compensation Committee and the salaries of the other executive officers being determined and approved by the Compensation Committee after consideration of recommendations by the Chairman of the Board and Chief Executive Officer. The Compensation Committee analyzes many factors in its evaluation of our NEOs’ base salary, including the experience, skills, contributions, and tenure of each such officer with the Company and such executive officers’ current and future roles, responsibilities, and contributions to the Company.

Our NEOs received the following annual base salaries in ~~2022.~~2023. The Compensation Committee approved increases to base salaries effective as of March 1, ~~2022~~2023 to position ~~executive officer~~NEO base salaries closer to ~~market.~~market after reviewing information from Meridian.


NAME	NAME	2022 BASE SALARY RATE ($) (EFFECTIVE 01/01/2022 TO 2/28/2022)	2022 BASE SALARY RATE ($) (EFFECTIVE 03/01/2022 TO 12/31/2022)	NAME	2023 BASE SALARY RATE ($) (EFFECTIVE 01/01/2023 TO 2/28/2023)	2023 BASE SALARY RATE ($) (EFFECTIVE 3/1/2023 TO 12/31/2023)
Paul D. McKinney	Paul D. McKinney	$480,000	$540,000	Paul D. McKinney	$540,000	$575,000
Travis T. Thomas	Travis T. Thomas	$290,000	$320,000	Travis T. Thomas	$320,000	$350,000
Stephen D. Brooks	Stephen D. Brooks	$290,000	$320,000	Stephen D. Brooks	$320,000	$350,000
Marinos C. Baghdati	Marinos C. Baghdati	$290,000	$320,000	Marinos C. Baghdati	$320,000	$350,000
Alexander Dyes	Alexander Dyes	$290,000	$320,000	Alexander Dyes	$320,000	$350,000

~~RING ENERGY~~

Annual Incentive Plan

Our ~~2022~~ Annual Incentive Plan (“AIP”) ~~is intended~~provides for formulaic annual cash incentive awards based on the achievement of pre-set financial and non-financial objectives (“performance measures”) designed to ~~encourage work-place behavior and~~drive employee performance ~~at all levels~~ to support the annual goals and objectives ~~established by~~of the Board. The AIP awards are fully at-risk. The AIP awards can vary from 0% to 200% of the target AIP award. The target AIP award for each NEO is based on a percentage of the NEO's base salary. The target percentage is established through an analysis of compensation for comparable positions in the Company’s peer group and ~~are subject~~is intended to ~~existing clawback provisions. For 2022,~~provide a competitive level of compensation if the Company achieves the performance measures established by the Compensation Committee. The Compensation Committee develops the performance measures to be used for the AIP ~~was comprised of four~~awards and discusses the performance ~~goals~~measures with the executive officers. The Compensation Committee then sets the performance measures as well as the weighting and performance levels necessary to calculate the AIP awards based on the target AIP for each NEO. For 2023, the AIP awards utilized three performance measures – ~~a Reserves Replacement Ratio ("RRR") Goal, an~~Net Boe Production (Sales), Internal Rate-of-Return (“IRR”) ~~Goal, a~~, and Net Lifting Costs. The Compensation

RING ENERGY

Committee utilized Net Boe Production (Sales) ~~Goal,~~as a performance measure because proceeds from the sale of our production are essentially all of our revenues, it is a strong indicator of a company’s performance in the E&P industry and is widely used by the market to evaluate companies in our industry. IRR was used as it is an important measure of a company’s capital discipline and success in operations. Finally, the Compensation Committee used Net Lifting Costs ~~Goal – where the ultimate payouts attributable~~as a financial measure because it is an indicator of a company’s efficiency and ability to ~~these goals may be adjusted~~control expenses. The total funding level is then modified up or down based on management’s progress toward achieving certain HSE objectives (the “HSE Objectives Modifier”) established by the Board. These HSE objectives were designed to be an overriding aspect of the entire ~~2022~~ AIP which would lead to the development of future HSE goals for the Company, and established verifiable and auditable internal processes consistent with the Sustainability Accounting Standards Board (“SASB”)in 2023. The ~~2022~~Compensation Committee reviewed the Company’s progress ~~achieved regarding these~~during 2023 of the HSE ~~objectives was considered when determining the final 2022 AIP payouts.~~objectives. Our corporate culture continues to promote environmental stewardship and the health and well-being of all employees; therefore, the Compensation Committee determined that the HSE objectives were achieved and did not reduce or enhance the payouts for ~~2022.~~2023. More information regarding the performance ~~goals,~~measures, their weightings, and actual results is provided below.

~~2023~~2024 PROXY STATEMENT

AIP PERFORMANCE MEASURE

WEIGHTING

THRESHOLD

TARGET

MAX
ACTUAL RESULTS PERFORMANCE FACTOR FUNDING LEVEL
Net Production (Sales) (BOE) 35% 4,170,960 4,634,400 5,561,280 4,512,610 87% 30%
IRR Achievement (%) 25% 15% 30% 60% 52% 174% 44%
Reserves Replacement Ratio 25% 90% 100% 120% 1202% 200% 50%
Net Lifting Costs(1) ($/BOE)
15% $11.43 $10.39 $8.31 $10.65 87% 13%
Total for
Performance Measures
100% — — — — — 137%
HSE Objectives Modifier 100% 0% 100% 100% 100% 100%
Total Percentage of AIP Target Earned 137%
(1) Net Lifting Costs is calculated as the sum of net Lease operating expenses and Operating lease expense, expressed on a barrel of oil equivalent basis.


AIP PERFORMANCE MEASURES FOR 2023	WEIGHTING	THRESHOLD	TARGET	MAX	ACTUAL RESULTS	PERFORMANCE FACTOR (2)	FUNDING LEVEL (3)
Net Production (Sales) (BOE)	50%	6,012,630	6,846,775	8,216,130	6,613,321	83%	41%
IRR (%)	25%	27%	54%	81%	56%	107%	27%

Net Lifting Costs(1) ($/BOE)	25%	$12.42	$11.20	$8.96	$10.61	130%	32%
Total	100%	—	—	—	—	—	100%
HSE Objectives Modifier	100%	N/A	100%	200%	100%		100%
Total Percentage of AIP Target Earned							100%
(1) Net Lifting Costs is calculated as Lease operating expenses, expressed on a barrel of oil equivalent basis. (2) The payouts for performance levels achieved between the values will be interpolated. (3) Funding level is calculated as the Weighting multiplied by the Performance Factor.

Equity-Based Long-Term Incentive Compensation – PSU Awards and RSU Awards

It is our policy that long-term equity compensation for our NEOs should be the largest component of their compensation and directly linked to enhancing stockholders’ value. The purpose of granting equity-based compensation is to incentivize and reward the ~~executive officers~~NEOs for the Company’s achievement of its long-term objectives and goals, ~~the~~each individual’s contribution to meeting those goals and to encourage continued dedication and loyalty to the Company by providing ~~executives~~NEOs with meaningful ~~ownership~~amount of Common Stock.

In 2023, the ~~Company.~~

~~The 2022~~ LTIP ~~was~~awards were designed to align executive management and senior level employees with stockholder value and the long-term financial success of the Company. In ~~2022,~~2023, we continued to grant LTIP awards with 60% in the form of ~~performance stock units (“PSUs”)~~PSUs and 40% in the form of ~~time-vested restricted stock units ("RSUs").~~service-based RSUs.

■PSUs ~~are subject to~~have a three-year performance period (“performance period”) to focus on long-term stockholder returns and financial performance.

■50% of PSUs ~~vest at the end of the performance period based on~~utilize the Company’s ~~relative~~absolute total shareholder return (“TSR”) ~~versus~~and the Company's TSR relative to a peer group of ~~energy companies where~~companies. See TSR Table below for the ~~potential PSUs earned can be limited or capped based on the Company’s absolute TSR during the same performance period (see Absolute vs Relative TSR payout table below).~~pre-established goals and applicable percentages.

■The remaining 50% of PSUs ~~vest at~~utilize the ~~end of the performance period based on the~~ Company’s ~~final~~ cash return on capital employed (“CROCE”) ~~over the~~as a performance ~~period~~goal. (See CROCE ~~payout table~~Table below).The Compensation Committee utilizes CROCE as a performance measure to provide a broad view of Ring’s strategic, operational and financial performance and to further emphasize the importance of capital efficiency and financial returns.

■PSUs earned can vary from 0% to 200% of target based on actual performance ~~achieved and are subject to Company clawback provisions.~~achieved.

■RSUs are subject to a three-year vesting schedule of three equal amounts beginning with the first anniversary of the award ~~date and are subject to Company clawback provisions.~~date.

RING ENERGY

TSR Table


		ABSOLUTE TSR PERFORMANCE
		<0%	0%	10%	≥25%
RELATIVE TSR PERFORMANCE (1)	<25th Percentile	0%	0%	0%	0%
	≥25th Percentile	25%	50%	75%	100%
	≥50th Percentile	50%	75%	100%	125%
	≥75th Percentile	75%	100%	125%	150%
	≥90th Percentile	100%	125%	175%	200%

(1) Relative TSR Performance between the 25th and 90th percentile and Absolute TSR Performance between 0% and 25% are adjusted through linear interpolation.

FINAL CROCE PERFORMANCE PERCENTAGE ≤0% 5% 10% 15% 20%
CROCE PSU PERCENTAGE (2)
0% 50% 100% 150% 200%
CROCE Table


CROCE PERFORMANCE PERCENTAGE (1)	≤0%	5%	10%	15%	20%
CROCE PSU PERCENTAGE (2)	0%	50%	100%	150%	200%

(1) Calculated as the average annual CROCE during the performance period.

(2) CROCE PSU Percentage between 0 percent and 200 percent is adjusted through linear interpolation.

~~Non-qualified stock options and restricted stock granted to Named Executive Officers and other key employees granted prior to 2020 vest ratably over five years.~~

The grant date fair value of awards made to our NEOs in the past three years as determined under generally accepted accounting principles in the United States ("GAAP") is shown in the “Summary Compensation Table.”

Employment Agreements and Severance

Effective with their hiring dates, Messrs. McKinney, Baghdati, Brooks, Dyes, and Thomas entered into employment agreements with the Company. As in effect as of December 31, 2023, and described in detail and quantified in “Potential Payments Upon Termination or Change in Control,” these NEOs will receive certain benefits under their employment agreements upon their termination by the Company without “cause” or upon their resignation for “good reason,” including ~~such~~ terminations in connection with a change in control of the Company. The employment agreements also provide for restrictive covenants relating to non-competition, confidential information and non-solicitation of the Company’s employees and customers. These benefits are intended to ensure that ~~members of senior management~~the NEOs are not influenced by their personal situations and are able to be objective in evaluating a potential change in control transaction. The Compensation Committee regularly reviews termination and change in control benefits and continues to believe that the severance benefits in connection with certain terminations of employment constitute reasonable levels of protection for our ~~executives. No other NEO is party to an employment agreement nor party to an agreement containing an excise~~NEOs. The Company does not provide any tax ~~gross-up provision.~~gross-ups for change-in-control payments.

Pension Plans, Non-Qualified Deferred Compensation Plans and Change in Control Agreements

The Company did not have any pension plans, non-qualified deferred compensation plans or single trigger change in control agreements for any of its NEOs for the year ended December 31, ~~2022.~~2023.

The Compensation Committee began consideration of an executive severance plan in 2023 to more closely align with updated market practices. With the advice of Meridian, the Compensation Committee assessed an appropriate severance plan over multiple meetings and recommended the adoption of a new executive severance plan to the Board in March 2024. On March 6, 2024, the Board, upon the recommendation of the Compensation Committee, approved the Ring Energy, Inc. Change in Control and Severance Benefit Plan (the “CIC Plan”) which provides for severance benefits to our NEOs and certain other officers and key employees. The CIC Plan supersedes and replaces all other severance arrangements between the Company and the NEOs, which previously had been governed by separate employment agreements. On March 6, 2024, each of the NEOs became participants in the CIC Plan upon their delivery to the Company of executed participation agreements, pursuant to which the NEOs agreed to terminate the existing employment agreements between them and the Company, effective immediately, and the terms of the CIC Plan and respective participation agreements

2024 PROXY STATEMENT

supersede any rights or entitlements to severance benefits under any employment agreement so terminated or other severance arrangements. Mr. McKinney was designated as a Tier 1 NEO and the other NEOs were designated as Tier 2 NEOs by the Compensation Committee.

Pursuant to the CIC Plan, following a Change in Control (as defined in the CIC Plan) and during the “protection period,” which period extends from the date six months prior to a Change in Control until the date 24 months following the occurrence of a Change in Control, if the Tier 1 NEO’s employment is terminated by the Company without Cause (as defined in the CIC Plan) or by him for a CIC Good Reason (as defined in the CIC Plan), he is entitled to (1) 300% of his annual base salary; (2) 300% of his most recent target annual bonus (the “AIP Amount”); (3) 100% of his pro-rated AIP Amount (based on the number of days employed during the year of termination); (4) acceleration and vesting of his outstanding equity awards; and (5) reimbursement of 24 months of health benefits.

In addition, following the Tier 1 NEO’s death or disability, he would be entitled to (1) acceleration and vesting of his outstanding equity awards; and (2) reimbursement of 12 months of health benefits.

Pursuant to the CIC Plan, if the Tier 1 NEO’s employment with the Company is terminated by the Company without Cause or by him for a Good Reason (as defined in the CIC Plan) and not during the applicable protection period, he is entitled to receive (1) 200% of his annual base salary, (2) 200% of his AIP Amount; (3) 100% of his pro-rated AIP Amount (based on the number of days employed during the year of termination); (4) acceleration and vesting of his outstanding equity awards; and (5) reimbursement of 24 months of health benefits.

Pursuant to the CIC Plan, following a Change in Control and during the “protection period,” which period extends from the date six months prior to a Change in Control until the date 24 months following the occurrence of a Change in Control, if the Tier 2 NEO’s employment is terminated by the Company without Cause or by him for a CIC Good Reason, he is entitled to (1) 200% of his annual base salary; (2) 200% of his AIP Amount; (3) 100% of his pro-rated AIP Amount (based on the number of days employed during the year of termination); (4) acceleration and vesting of his outstanding equity awards; and (5) reimbursement of 18 months of health benefits.

In addition, following the Tier 2 NEO’s death or disability, he would be entitled to (1) acceleration and vesting of his outstanding equity awards; and (2) reimbursement of 12 months of health benefits.

Pursuant to the CIC Plan, if the Tier 2 NEO’s employment with the Company is terminated by the Company without Cause or by him for a Good Reason and not during the applicable protection period, he is entitled to receive (1) 100% of his annual base salary; (2) 100% of his AIP Amount; (3) 100% of his pro-rated AIP Amount (based on the number of days employed during the year of termination); (4) acceleration and vesting of his outstanding equity awards; and (5) reimbursement of 18 months of health benefits.

Other Benefits

Our NEOs are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, and short and long-term disability, ~~in each case, on the same basis as other employees,~~ subject to applicable laws. We also provide vacation and other paid holidays to all employees, including our NEOs.

We maintain a 401(k) plan for eligible employees. Under the 401(k) plan, eligible employees may elect to contribute a portion of their eligible compensation on a pre-tax basis in accordance with the limitations imposed under the Internal Revenue Code of 1986, as amended (the "Code"). The 401(k) plan allows eligible employees to make pre-tax or after-tax contributions of up to 100% of their annual eligible compensation. The

RING ENERGY

Company makes matching contributions of up to 6% of any employee’s ~~compensation.~~compensation, subject to IRS limitations.

~~2023 PROXY STATEMENT~~

MANAGEMENT STOCK OWNERSHIP GUIDELINES

In April 2021, our Board approved stock ownership guidelines for our Chief Executive Officer and all of the other NEOs. We believe the management stock ownership guidelines ~~create a link between our long-term success and~~further align the ~~ultimate pay~~interests of our executive officers ~~through~~with the interests of our stockholders with respect to our long-term growth and success. The specified stock ownership levels are based on a multiple of base salary, as shown in the table below. For purposes of satisfying the guidelines, shares that a NEO has the right to acquire through the exercise of stock options (whether or not vested) and unvested performance-based equity awards (e.g., PSUs) are not included as qualifying shares. After becoming subject to the stock ownership guidelines, ~~executives~~NEOs have three years to reach the stock ownership goal. Until ~~an executive~~a NEO meets the ~~guideline,~~guidelines, he or she must hold two-thirds of the net shares acquired upon the vesting of equity awards. Once the guidelines are met, restrictions on the sale of shares of our Common Stock received upon the vesting of equity awards are limited to normal trading restrictions for insiders and Company policies.


POSITION			REQUIRED SHARE OWNERSHIP LEVEL (MULTIPLE OF BASE SALARY)
Chief Executive Officer			5X
Named Executive Officers			3X

2024 PROXY STATEMENT

TAX CONSIDERATIONS

Although our Compensation Committee considers the tax and accounting treatment associated with the cash and equity grants it makes to its ~~executive officers,~~NEOs, these considerations are not dispositive. Section 162(m) of the Code places a limit of $1.0 million per person on the amount of compensation that we may deduct in any year with respect to each “covered employee” as such term is defined in Section 162(m). ~~Despite the change in law, the~~The Compensation Committee intends ~~to continue~~ to consider the deductibility of compensation and to implement compensation programs that it believes are competitive and in the best interests of the Company and its stockholders.

We account for stock-based awards based on their grant date fair value, as determined under FASB ASC Topic 718. In connection with its approval of stock-based awards, the Compensation Committee is cognizant of and sensitive to the impact of such awards on stockholder ownership dilution. The accounting treatment for stock-based awards does not otherwise impact the Compensation Committee’s compensation decisions.

~~RING ENERGY~~

RISK CONSIDERATIONS IN OUR OVERALL COMPENSATION PROGRAM

Our compensation program is designed to focus on meeting the Company’s objectives and goals while discouraging management from undue risk-taking. When establishing and reviewing our executive compensation program, the Compensation Committee has considered whether the program encourages unnecessary or excessive risk taking and has concluded that it does not. While behavior that may result in inappropriate risk taking cannot necessarily be prevented by the structure of compensation practices, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Moreover, with limited exceptions, our Compensation Committee retains discretion to impose additional conditions and adjust compensation ~~pursuant to our clawback policy as well as~~ for quality of performance and adherence to the Company’s values. ~~RSUs granted prior to 2020 vest in ratable annual installments on each of the first five anniversaries of the grant date. RSUs granted during 2020 and in subsequent years~~RSU awards generally vest in ratable annual installments on each of the first three anniversaries of the grant date. ~~PSUs~~PSU awards generally cliff-vest at the end of the three-year performance period. Both of these vesting schedules further mitigate risk in the event any executive officer departs or is terminated prior to vesting of the awards.

~~The Board may seek reimbursement from an executive officer if it determines that the officer engaged in conduct that was detrimental to~~In November 2023, the Company adopted a clawback policy, as required by Section 10D of the Exchange Act and ~~resulted in~~the listing standards adopted by the NYSE American. In the event of certain accounting restatements, this policy requires us to pursue recovery from current and former executive officers (as defined under the applicable rules) of any amount of incentive-based awards paid during the three years preceding the accounting restatement that exceeds the amount that would have otherwise been paid if calculated based on the restated financial reporting measure, calculated on a material inaccuracy in either our financial statements or in performance metrics that affected the officer’s compensation. If the Compensation Committee or the Board determines that an officer engaged in fraudulent misconduct, it will seek such reimbursement. In cases of misconduct by an executive officer, the Board has discretion to take a range of actions to remedy the misconduct and prevent its recurrence, including terminating the individual’s employment.pre-tax basis.

We believe that our compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.


OVERVIEW	Joint Letter to Stockholders	4
	Our Company – Mission & Vision	6
	Our Company – Strategic Priorities	7
	Questions ~~and~~a nd Answers About the ~~2023~~2024 Annual Meeting ~~and~~ a nd Voting	8 9
	Our ~~2022~~2023 Performance Highlights	15
	Our Commitment to Environmental, Social and Governance (“ESG”)	16 17
	Board Composition and Experience	18 19

PROPOSAL 1: ELECTION OF DIRECTORS	Summary	19 20
	Board Committees & Director Bios	20 21
	Board Recommendation on Proposal	29 28

CORPORATE GOVERNANCE AND OUR BOARD	Corporate Governance Highlights	30 29
	Our Board	31 30
	Board Leadership Structure	31 30
	Lead Independent Director	31 30
	Annual Board Evaluation	32 31
	Director Orientation and Continuing Education	32 31
	Board Independence	33 32
	Board Risk Assessment and Control	33 32
	Insider Trading Policy	34 33
	Board Committees	35 34
	Director Nominations and Qualifications	38 37
	Board of Directors Diversity	39 38
	Communications With Our Board	39 38

EXECUTIVE OFFICERS	Executive Officer Bios	40 39

COMPENSATION DISCUSSION & ANALYSIS	Summary	43
	Overview of Executive Compensation	43
	Additional Compensation Policy Highlights	45 44
	Executive Compensation Philosophy	45

	~~COMPENSATION DISCUSSION & ANALYSIS~~	Say-on-Pay and Stockholder Engagement	46
		Executive Compensation Program Elements For ~~2022~~2023	47
		Management Stock Ownership Guidelines	51 52
Tax & Risk Considerations in Overall Program		52 53

EXECUTIVE COMPENSATION	Summary Compensation Table	54
	Employment Agreements	55 56
	Grants of Plan-Based Awards During ~~2022~~202 3	57 58
	Outstanding Equity Awards at ~~2022~~202 3 Fiscal Year-End	58 59
	Option Exercises and Stock Vested	59 60
	Pension Benefits and Nonqualified Deferred Compensation	59 60
	Potential Payments Upon Termination or Change In Control	60
	CEO Pay Ratio	64
	Pay Versus Performance	65


DIRECTOR COMPENSATION	Director Compensation	72 70

OTHER COMPENSATION MATTERS	Compensation Committee Report	73
	Compensation Committee Interlocks and Insider Participation	73

RELATED PARTY TRANSACTIONS	Transactions With Related Persons, Promoters and Certain Control Persons	74

BENEFICIAL OWNERSHIP	Security Ownership of Certain Beneficial Owners and Management	76 75

~~PROPOSAL 2: INCREASE TO AUTHORIZED SHARES OF COMMON STOCK~~	~~Background~~	79
~~Text of the Proposed Amendment~~	79
~~Reasons for the Proposed Amendment~~	79
~~Possible Effects of the Proposed Amendment~~	80
~~Interests of Directors and Executive Officers~~	81
~~Vote Required~~	81
~~Board Recommendation on Proposal~~	81

~~PROPOSAL 3: AMENDMENT TO THE RING ENERGY, INC. 2021 OMNIBUS INCENTIVE PLAN TO INCREASE THE SHARES AVAILABLE UNDER THE PLAN BY 6.0 MILLION SHARES~~	~~Description and Text of the Proposed Plan Amendment~~	82
	~~Summary of the 2021 Plan~~	83
	~~Description of the Amended Plan~~	84
	~~New Plan Benefits~~	87
	~~Summary of Federal Income Tax Consequences~~	87
	~~Importance of Consulting a Tax Adviser~~	89
	~~Vote Required for Approval~~	90
	~~Board Recommendation on Proposal~~	90

PROPOSAL 4:2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Summary	91 79
	Board Recommendation on Proposal	91 79

PROPOSAL 5:3: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP	Summary ~~and Fees Detail~~	93 80
	P ublic Accounting Fees	80
	Board Recommendation on Proposal	93 81
	Audit Committee Report	94 82

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE ~~2024~~2025 ANNUAL MEETING AND OTHER ITEMS	Summary of Procedures For Submitting a Proposal or Nominating a Director	95 84
	Other Business	96 84
	Annual Report	96 85

APPENDIX A	GAAP to Non-GAAP Reconciliations	97

~~APPENDIX B~~86	~~Certificate of Amendment~~	~~100~~

~~APPENDIX C~~	~~Amendment No. 1 to the Ring Energy, Inc. 2021 Omnibus Incentive Plan~~	~~103~~


NAME AND PRINCIPAL POSITION	NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)		BONUS ($) (2)		EQUITY AWARDS (1) ($)		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)		ALL OTHER COMPENSATION (3) ($)		TOTAL ($)
Paul D. McKinney, Chief Executive Officer and Chairman of the Board	Paul D. McKinney, Chief Executive Officer and Chairman of the Board	2022	$	530,000	$	73,900	$	2,369,893	$	726,100	$	18,500	$	3,718,393
		2021	$	480,000	$	—	$	2,464,517	$	518,400	$	30,200	$	3,493,117
		2020	$	120,000	$	54,000	$	204,000	$	108,000	$	7,000	$	493,000	Paul D. McKinney, Chief Executive Officer and Chairman of the Board		2023			$	569,167		$	—		$	2,604,595		$	569,167		$	19,800		$	3,762,729
2022																	2022		$	530,000		$	73,900		$	2,369,893		$	726,100		$	18,300		$	3,718,193
2021																	2021	$	480,000		$	—		$	2,464,517		$	518,400		$	30,200		$	3,493,117
Travis T. Thomas, Executive Vice President and Chief Financial Officer															Travis T. Thomas, Executive Vice President and Chief Financial Officer	2023			$	345,000		$	—		$	566,215		$	258,750		$	19,800		$	1,189,765
	Travis T. Thomas, Executive Vice President and Chief Financial Officer	2022	$	315,000	$	32,900	$	592,474	$	302,100	$	18,500	$	1,260,974		2022			$	315,000		$	32,900		$	592,474		$	302,100		$	18,300		$	1,260,774
		2021	$	278,912	$	—	$	616,130	$	219,240	$	14,986	$	1,129,268		2021			$	278,912		$	—		$	616,130		$	219,240		$	14,986		$	1,129,268
Stephen D. Brooks, Executive Vice President of Land, Legal, Human Resources and Marketing	Stephen D. Brooks, Executive Vice President of Land, Legal, Human Resources and Marketing	2022	$	315,000	$	32,900	$	592,474	$	302,100	$	18,500	$	1,260,974	Stephen D. Brooks, Executive Vice President of Land, Legal, Human Resources and Marketing	2023			$	345,000		$	—		$	566,215		$	258,750		$	19,800		$	1,189,765
		2021	$	290,000	$	—	$	616,130	$	219,240	$	14,500	$	1,139,870		2022			$	315,000		$	32,900		$	592,474		$	302,100		$	18,300		$	1,260,774
		2020	$	72,500	$	23,565	$	136,000	$	47,125	$	—	$	279,190		2021			$	290,000		$	—		$	616,130		$	219,240		$	14,500		$	1,139,870
Marinos C. Baghdati, Executive Vice President of Operations	Marinos C. Baghdati, Executive Vice President of Operations	2022	$	315,000	$	32,900	$	592,474	$	302,100	$	18,500	$	1,260,974	Marinos C. Baghdati, Executive Vice President of Operations	2023			$	345,000		$	—		$	566,215		$	258,750		$	19,800		$	1,189,765
Marinos C. Baghdati, Executive Vice President of Operations	Marinos C. Baghdati, Executive Vice President of Operations	2021	$	290,000	$	—	$	616,130	$	219,240	$	17,400	$	1,142,770		2022			$	315,000		$	32,900		$	592,474		$	302,100		$	18,300		$	1,260,774
Marinos C. Baghdati, Executive Vice President of Operations																2021			$	290,000		$	—		$	616,130		$	219,240		$	17,400		$	1,142,770
	Alexander Dyes, Executive Vice President of Engineering and Corporate Strategy	2022	$	315,000	$	32,900	$	592,474	$	302,100	$	15,960	$	1,258,434	Alexander Dyes, Executive Vice President of Engineering and Corporate Strategy	2023			$	345,000		$	—		$	566,215		$	258,750		$	19,800		$	1,189,765
		2021	$	290,000	$	—	$	616,130	$	219,240	$	14,500	$	1,139,870		2022			$	315,000		$	32,900		$	592,474		$	302,100		$	15,760		$	1,258,234
Alexander Dyes, Executive Vice President of Engineering and Corporate Strategy																2021			$	290,000		$	—		$	616,130		$	219,240		$	14,500		$	1,139,870


NAME
NAME
NAME	NAME	YEAR	BOARD FEES (a)	401(K) CONTRIBUTIONS (b)	CELL PHONE REIMBURSEMENTS (c)	TOTAL	YEAR		BOARD FEES (a)		401(K) CONTRIBUTIONS (b)		TOTAL
Paul D. McKinney	Paul D. McKinney	2022	$—	td8,300	td00	td8,500	Paul D. McKinney	2023		$—		td9,800		td9,800
		2021	td7,000	td3,200	$—	$30,200		2022		$—		td8,300		td8,300
		2020	$7,000	$—		$7,000		2021		td7,000		td3,200		$30,200
Travis T. Thomas	Travis T. Thomas	2022	$—	td8,300	td00	td8,500	Travis T. Thomas	2023		$—		td9,800		td9,800
		2021	$—	td4,986	$—	td4,986		2022		$—		td8,300		td8,300
Travis T. Thomas								2021		$—		td4,986		td4,986
							Stephen D. Brooks	2023		$—		td9,800		td9,800
	Stephen D. Brooks	2022	$—	td8,300	td00	td8,500		2022		$—		td8,300		td8,300
Stephen D. Brooks		2021	$—	td4,500	$—	td4,500		2021		$—		td4,500		td4,500
	Marinos C. Baghdati	2022	$—	td8,300	td00	td8,500	Marinos C. Baghdati	2023		$—		td9,800		td9,800
Marinos C. Baghdati		2021	$—	td7,400	$—	td7,400		2022		$—		td8,300		td8,300
								2021		$—		td7,400		td7,400
Alexander Dyes	Alexander Dyes	2022	$—	td5,760	td00	td5,960	Alexander Dyes	2023		$—		td9,800		td9,800
		2021	$—	td4,500	$—	td4,500		2022		$—		td5,760		td5,760
(a)For Mr. McKinney, the amounts reported in this column represent the fees earned or paid in cash in connection with his service as a director. Mr. McKinney did not receive equity compensation or any other forms of compensation related to his Board service. Board fees for Mr. McKinney ceased as of June 1, 2021. (b)The 401(K) contributions by the Company match into the Company’s sponsored 401(K) plan. Subject to IRS limits, Company contributions to each employee’s 401(K) account consist of a matching contribution of up to 6% of the employee’s eligible salary. (c)Beginning November 2022, the Company began reimbursing employees $50 per paycheck for cell phone expenses.
Alexander Dyes							Alexander Dyes	2021		$—		td4,500		td4,500
								(a)For Mr. McKinney, the amounts reported in this column represent the fees earned or paid in cash in connection with his service as a director. Mr. McKinney did not receive equity compensation or any other forms of compensation related to his Board service. Board fees for Mr. McKinney ceased as of June 1, 2021. (b)The 401(K) contributions by the Company match into the Company’s sponsored 401(K) plan. Subject to IRS limits, Company contributions to each employee’s 401(K) account consist of a matching contribution of up to 6% of the employee’s eligible salary.


		Estimated future payouts under non-equity incentive plan awards (4)						Estimated future payouts under equity incentive plan awards
NAME	GRANT DATE	THRESHOLD ($)		TARGET ($)		MAXIMUM ($)		THRESHOLD (#)	TARGET (#) (2)	MAXIMUM (#)	ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK (#) (1)	GRANT DATE FAIR VALUE STOCK AWARDS AND PERFORM-ANCE UNITS (3)
Paul D. McKinney	2/9/22	$	—	$	530,000	$	1,060,000
	2/9/22										286,738	$	800,000
	2/9/22							—	430,108	860,216		$	1,569,894
Travis T. Thomas	2/9/22	$	—	$	220,500	$	441,000
	2/9/22										71,685	$	200,000
	2/9/22							—	107,527	215,054		$	392,473
Stephen D. Brooks	2/9/22	$	—	$	220,500	$	441,000
	2/9/22										71,685	$	200,000
	2/9/22							—	107,527	215,054		$	392,473
Marinos C. Baghdati	2/9/22	$	—	$	220,500	$	441,000
	2/9/22										71,685	$	200,000
	2/9/22							—	107,527	215,054		$	392,473
Alexander Dyes	2/9/22	$	—	$	220,500	$	441,000
	2/9/22										71,685	$	200,000
	2/9/22							—	107,527	215,054		$	392,473
(1)The shares granted on February 9, 2022 represent the 2022 awards of time-vested RSU, which vest in three equal annual installments beginning on the first anniversary of the grant date. (2)The amounts granted on February 9, 2022 represent the target number of PSUs. The PSUs have a cliff vesting date of December 31, 2024 and were valued using a Monte Carlo simulation as of the grant date for half of the awards and based on the stock price for the other half. (3)Reflects the full grant date fair value of the equity awards granted pursuant to the Company’s equity plans calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 13 – Employee Stock Options, Restricted Stock Award Plan and 401(k) in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2022. These amounts were calculated based on the closing market price for our shares on the NYSE American on the date of grant. (4)This represents the performance-based portion of the AIP awards. The target amount is based upon a percentage of the named executive officer’s base salary. For 2022, the Compensation Committee chose reserves replacement ratio, internal rate of return, net Boe production (sales), and net lifting costs. See “Annual Incentive Plan” in the CD&A section for additional information.


AIP PERFORMANCE MEASURE	WEIGHTING	THRESHOLD	TARGET	MAX	ACTUAL RESULTS	PERFORMANCE FACTOR	FUNDING LEVEL
Net Production (Sales) (BOE)	35%	4,170,960	4,634,400	5,561,280	4,512,610	87%	30%
IRR Achievement (%)	25%	15%	30%	60%	52%	174%	44%
Reserves Replacement Ratio	25%	90%	100%	120%	1202%	200%	50%
Net Lifting Costs(1) ($/BOE)	15%	$11.43	$10.39	$8.31	$10.65	87%	13%
Total for Performance Measures	100%	—	—	—	—	—	137%
HSE Objectives Modifier	100%	0%	100%	100%	100%		100%
Total Percentage of AIP Target Earned							137%
(1) Net Lifting Costs is calculated as the sum of net Lease operating expenses and Operating lease expense, expressed on a barrel of oil equivalent basis.


FINAL CROCE PERFORMANCE PERCENTAGE	≤0%	5%	10%	15%	20%
CROCE PSU PERCENTAGE (2)	0%	50%	100%	150%	200%


	RSUs											RSUs		PSUs
NAME	NAME	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (1)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (3)		EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES THAT HAVE NOT VESTED (#) (2)	EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (4)		NAME	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (1)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (2)	EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES THAT HAVE NOT VESTED (#) (3)(4)		EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (5)
Paul D. McKinney	Paul D. McKinney	577,897	$	1,421,627
					860,216	$	2,116,131
			1,051,730
			1,051,730								$1,535,526
Travis T. Thomas	Travis T. Thomas	169,475	$	416,909
					215,054	$	529,033
			242,662
			242,662								$354,287
Stephen D. Brooks	Stephen D. Brooks	186,142	$	457,909
					215,054	$	529,033
			242,662
			242,662								$354,287
Marinos C. Baghdati	Marinos C. Baghdati	186,142	$	457,909
					215,054	$	529,033
			242,662
			242,662								$354,287
Alexander Dyes	Alexander Dyes	186,142	$	457,909
					215,054	$	529,033
			242,662
			242,662								$354,287


VESTING DATE	MR. MCKINNEY	MR. THOMAS	MR. BROOKS	MR. BAGHDATI	MR. DYES
February 9, 2024	95,580	23,895	23,895	23,895	23,895
February 16, 2024	138,138	30,030	30,030	30,030	30,030
June 17, 2024	95,579	23,895	23,895	23,895	23,895
February 9, 2025	95,579	23,895	23,895	23,895	23,895
February 16, 2025	138,138	30,030	30,030	30,030	30,030
February 16, 2026	138,138	30,030	30,030	30,030	30,030
Total	701,152	161,775	161,775	161,775	161,775


		STOCK AWARDS			RSUs		PSUs
NAME	NAME	NUMBER OF SHARES ACQUIRED ON VESTING (#)	VALUE REALIZED ON VESTING (#) (1)	NAME	NUMBER OF SHARES ACQUIRED ON VESTING (#)	VALUE REALIZED ON VESTING ($) (1)	NUMBER OF SHARES ACQUIRED ON VESTING (#)	VALUE REALIZED ON VESTING ($) (1)
Paul D. McKinney	Paul D. McKinney	195,579	$566,527	Paul D. McKinney	291,159	$574,450	585,012	$854,118
Travis T. Thomas	Travis T. Thomas	73,895	$240,133	Travis T. Thomas	97,790	$183,863	146,253	$213,529
Stephen D. Brooks	Stephen D. Brooks	90,561	$238,298	Stephen D. Brooks	114,457	$224,864	146,253	$213,529
Marinos C. Baghdati	Marinos C. Baghdati	90,561	$238,298	Marinos C. Baghdati	114,457	$224,864	146,253	$213,529
Alexander Dyes	Alexander Dyes	90,561	$238,298	Alexander Dyes	114,457	$224,864	146,253	$213,529
(1) The value realized on vesting is equal to the number of shares, multiplied by the closing price of the shares on the date of vesting.
(1) The value realized on vesting is equal to the number of shares of Common Stock, multiplied by the closing price of the shares of Common Stock on the date of vesting.				(1) The value realized on vesting is equal to the number of shares of Common Stock, multiplied by the closing price of the shares of Common Stock on the date of vesting.


NAME/EVENT	NAME/EVENT	CASH SEVERANCE (1)		ACCELERATED INCENTIVE AND STOCK AWARD VESTING (2)		COMPANY-PAID COBRA PREMIUMS (1)		TOTAL		NAME/EVENT	CASH SEVERANCE (1)	ACCELERATED INCENTIVE AND STOCK AWARD VESTING (2)	COMPANY-PAID COBRA PREMIUMS (1)	TOTAL
Paul D. McKinney	Paul D. McKinney
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause	Termination by Employee for Good Reason, or by Company without Cause	$	540,000	$	3,537,758	$	29,238	$	4,106,996
Termination for Cause/Resignation without Good Reason	Termination for Cause/Resignation without Good Reason	$	—	$	—	$	—	$	—
Change in Control	Change in Control	$	—	$	—	$	—	$	—
Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control.	Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control.	$	810,000	$	3,537,758	$	29,238	$	4,376,996
Death	Death	$	—	$	—	$	29,238	$	29,238
Disability	Disability	$	—	$	—	$	—	$	—
Travis T. Thomas	Travis T. Thomas
Termination by Employee for Good Reason, or by Company without Cause	Termination by Employee for Good Reason, or by Company without Cause	$	320,000	$	945,942	$	29,238	$	1,295,180
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination for Cause/Resignation without Good Reason	Termination for Cause/Resignation without Good Reason	$	—	$	—	$	—	$	—
Change in Control	Change in Control	$	—	$	—	$	—	$	—
Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control.	Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control.	$	480,000	$	945,942	$	29,238	$	1,455,180
Death	Death	$	—	$	—	$	29,238	$	29,238
Disability	Disability	$	—	$	—	$	—	$	—
Stephen D. Brooks	Stephen D. Brooks
Termination by Employee for Good Reason, or by Company without Cause	Termination by Employee for Good Reason, or by Company without Cause	$	320,000	$	986,942	$	20,408	$	1,327,350
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination by Employee for Good Reason, or by Company without Cause
Termination for Cause/Resignation without Good Reason	Termination for Cause/Resignation without Good Reason	$	—	$	—	$	—	$	—
Change in Control	Change in Control	$	—	$	—	$	—	$	—
Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control.	Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control.	$	480,000	$	986,942	$	20,408	$	1,487,350
Death	Death	$	—	$	—	$	20,408	$	20,408
Disability	Disability	$	—	$	—	$	—	$	—


Median Employee total annual compensation			$~~147,011~~158,568
Total Compensation of Chief Executive Officer – Paul D. McKinney			$~~3,718,393~~3,762,729
Ratio of CEO to Median Employee compensation			2524 to 1


														VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
													VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
FISCAL YEAR
FISCAL YEAR
FISCAL YEAR	FISCAL YEAR	SUMMARY COMPEN-SATION TABLE TOTAL FOR PEO (1)		COMPEN-SATION ACTUALLY PAID TO PEO (1)(2)		SUMMARY COMPEN-SATION TABLE TOTAL FOR PEO 2 (1)(3)		COMPEN-SATION ACTUALLY PAID TO PEO 2 (1)(3)		AVERAGE SUMMARY COMPEN-SATION TABLE TOTAL FOR NON-PEO NEOS (4)(5)-		AVERAGE COMPEN-SATION ACTUALLY PAID TO NON-PEO NEOS (4)(5)		TOTAL SHAREHOLDER RETURN (6)		PEER GROUP TOTAL SHAREHOLDER RETURN (6)		NET INCOME (7)		CROCE (%) (8)		SUMMARY COMPEN-SATION TABLE TOTAL FOR PEO (1)		COMPEN-SATION ACTUALLY PAID TO PEO (1)(2)		SUMMARY COMPEN-SATION TABLE TOTAL FOR PEO 2 (1)(3)		COMPEN-SATION ACTUALLY PAID TO PEO 2 (1)(3)		AVERAGE SUMMARY COMPEN-SATION TABLE TOTAL FOR NON-PEO NEOS (4)(5)-		AVERAGE COMPEN-SATION ACTUALLY PAID TO NON-PEO NEOS (4)(5)		TOTAL SHAREHOLDER RETURN (6)		PEER GROUP TOTAL SHAREHOLDER RETURN (6)		NET INCOME (7)		CROCE (%) (8)
(a)	(a)	(b)		(c)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(a)	(b)		(c)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2023																						2023	$	3,762,729	$	1,481,896	$	—	$	—	$	1,189,765	$	627,525	$	55.30	$	160.83	$	104,864,641	17.2		%
2022	2022	$	3,718,393	$	3,338,719	$	—	$	—	$	1,260,339	$	1,183,797	$	93.18	$	154.88	$	138,635,025	20.7	%	2022	$	3,718,193	$	3,338,519	$	—	$	—	$	1,260,139	$	1,183,597	$	93.18	$	154.88	$	138,635,025	20.7	20.7	%
2021	2021	$	3,493,117	$	3,586,781	$	—	$	—	$	934,244	$	1,158,645	$	86.36	$	106.29	$	3,322,892	11.6	%	2021	$	3,493,117	$	3,586,781	$	—	$	—	$	934,244	$	1,158,645	$	86.36	$	106.29	$	3,322,892	11.6	11.6	%
2020	2020	$	493,000	$	486,970	$	293,333	$	(76,417)	$	280,255	$	98,100	$	25.00	$	63.42	$	(253,411,828)	9.3	%	2020	$	493,000	$	486,970	$	293,333	$	(76,417)	$	280,255	$	98,100	$	25.00	$	63.42	$	(253,411,828)	9.3	9.3	%


	PEO 1 (MR. McKINNEY)
FISCAL YEAR	2020		2021		2022
Summary Compensation Table Total	$	493,000	$	3,493,117	$	3,718,393
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	(204,000)		$	(2,464,517)	(2,369,893)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	197,970		2,002,151		1,883,871
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	—		324,020		(14,258)
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	—		—		—
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	—		232,010		120,606
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	—		—		—
Compensation Actually Paid	$	486,970	$	3,586,781	$	3,338,719


	~~PEO 2 (MR. HOFFMAN)~~
~~FISCAL YEAR~~	~~2020~~
~~Summary Compensation Table Total~~	$	~~293,333~~
~~- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year~~	—
~~+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year~~	—
~~+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years~~	—
~~+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year~~	—
~~+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year~~	~~(355,073)~~
~~- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year~~	~~(14,677)~~
~~Compensation Actually Paid~~	$	~~(76,417)~~


YEAR			NON-PEO NEOs
2023			Travis T. Thomas, Marinos C. Baghdati, Stephen D. Brooks and Alexander Dyes
2022			Travis T. Thomas, Marinos C. Baghdati, Stephen D. Brooks and Alexander Dyes
2021			Travis T. Thomas, Marinos C. Baghdati, Stephen D. Brooks, Alexander Dyes and William D. Broaddrick
2020			William D. Broaddrick, Stephen D. Brooks, David A. Fowler and Daniel D. Wilson


TOTAL SHAREHOLDER RETURN (TSR)			NET BOE PRODUCTION (SALES)
~~NET INCOME~~CASH RETURN ON CAPITAL EMPLOYED (CROCE)			NET LIFTING COSTS
~~CASH RETURN ON CAPITAL EMPLOYED (CROCE)~~


~~COMPENSATION ELEMENT~~			~~ENDED AUGUST 31, 2022~~
~~Independent Director Base Fee~~			~~$70,000~~
~~NESG Chair Fee~~			~~$5,000~~
~~Audit Chair Fee~~			~~$10,000~~
~~Compensation Chair Fee~~			~~$5,000~~
~~Lead Independent Director Fee~~			~~$25,000~~
~~Stock Awards~~			~~Determined Annually~~


COMPENSATION ELEMENT			~~EFFECTIVE SEPTEMBER 1, 2022~~
Independent Director Base Fee			$75,000
NESG Chair Fee			$15,000
Audit Chair Fee			$20,000
Compensation Chair Fee			$15,000
Lead Independent Director Fee			$25,000
Stock Awards			Determined Annually


NAME	NAME	FEES EARNED OR PAID IN CASH ($)		EQUITY AWARDS ($) (1)		TOTAL ($)		NAME	FEES EARNED OR PAID IN CASH ($)	STOCK AWARDS ($) (1)	TOTAL ($)
Roy I. Ben-Dor	Roy I. Ben-Dor	$	25,000	$	—	$	25,000
John A. Crum (2)	John A. Crum (2)	$	80,000	$	150,000	$	230,000
David S. Habachy (2)	David S. Habachy (2)	$	25,000	$	113,013	$	138,013
Richard E. Harris (2)	Richard E. Harris (2)	$	71,667	$	150,000	$	221,667
Thomas L. Mitchell (2)	Thomas L. Mitchell (2)	$	71,667	$	150,000	$	221,667
Anthony B. Petrelli (2)	Anthony B. Petrelli (2)	$	96,667	$	150,000	$	246,667
Regina Roesener (2)	Regina Roesener (2)	$	80,000	$	150,000	$	230,000
Clayton E. Woodrum (2)	Clayton E. Woodrum (2)	$	85,000	$	150,000	$	235,000
(1) Amounts in this column represent the grant date fair value of restricted stock awards granted to the outside directors on February 9, 2022, calculated in accordance with FASB ASC Topic 718, excluding the estimated impact of forfeitures related to service-based vesting conditions, and do not represent the actual value that may be realized by directors upon vesting or settlement of the awards. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the restricted stock awards, please see Note 13 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. (2) The aggregate number of stock options and unvested restricted stock awards as of December 31, 2022 are as follows:
(1) Amounts in this column represent the grant date fair value of RSU awards granted on February 16, 2023, calculated in accordance with FASB ASC Topic 718, excluding the estimated impact of forfeitures related to service-based vesting conditions, and do not represent the actual value that may be realized by directors upon vesting and settlement of the awards. (2) The aggregate number of unvested RSUs as of December 31, 2023 are as follows:								(1) Amounts in this column represent the grant date fair value of RSU awards granted on February 16, 2023, calculated in accordance with FASB ASC Topic 718, excluding the estimated impact of forfeitures related to service-based vesting conditions, and do not represent the actual value that may be realized by directors upon vesting and settlement of the awards. (2) The aggregate number of unvested RSUs as of December 31, 2023 are as follows:


NAME	OUTSTANDING STOCK OPTIONS	UNVESTED RSU AWARDS
Roy I. Ben-Dor	—	—
John A. Crum	—	97,096
David S. Habachy	—	37,797
Richard E. Harris	—	97,096
Thomas L. Mitchell	—	97,096
Anthony B. Petrelli	50,000	97,096
Regina Roesener	—	97,096
Clayton E. Woodrum	85,000	97,096


NAME						UNVESTED RSUs
Roy I. Ben-Dor						—
John A. Crum						67,568
David S. Habachy						67,568
Richard E. Harris						67,568
Thomas L. Mitchell						67,568
Anthony B. Petrelli						67,568
Regina Roesener						67,568
Clayton E. Woodrum						67,568


	SHARES OF COMMON STOCK BENEFICIALLY OWNED
NAME OF BENEFICIAL OWNER	NUMBER	APPROXIMATE PERCENT(1)
Named Executive Officers and Directors
Paul D. McKinney (2)	459,160	*
Travis T. Thomas	110,986	*
Stephen D. Brooks	135,751	*
Marinos C. Baghdati	135,751	*
Alexander Dyes	159,070	*
Roy I. Ben-Dor	—	*
John A. Crum	194,193	*
David S. Habachy	37,797	*
Richard E. Harris	116,793	*
Thomas L. Mitchell	194,193	*
Anthony B. Petrelli (4)	450,393	*
Regina Roesener (5)	277,493	*
Clayton E. Woodrum (3)	328,241	*
All directors and executive officers as a group (13 persons) (6)	2,599,821	1.4%
5% or Greater Stockholders (other than directors and executive officers)
Stronghold Energy II Operating, LLC(7)	59,594,853	33.0%
William R. Kruse(8)	12,696,948	7.0%


		NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS	WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS		NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES IN COLUMN (A))
		(A)	(B)		(C)
	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS									NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS		WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS		NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES IN COLUMN (A))
	(A)									(A)		(B)		(C)
Equity compensation plans approved by security holders (1)	Equity compensation plans approved by security holders (1)	4,609,722	$	4.21	5,591,224	Equity compensation plans approved by security holders (1)	5,241,104	$	10.33		8,224,394
Equity compensation plans not approved by security holders	Equity compensation plans not approved by security holders	—	$	—	—	Equity compensation plans not approved by security holders	—	$	—		—
Total	Total	4,609,722			5,591,224	Total	5,241,104						8,224,394


		TWELVE MONTHS ENDED DECEMBER 31, 2022
	TWELVE MONTHS ENDED									TWELVE MONTHS ENDED
	DECEMBER 31, 2023								DECEMBER 31, 2023	DECEMBER 31, 2022
Adjusted EBITDA	Adjusted EBITDA
Net Income	Net Income	$	138,635,025
Net Income
Net Income					$	104,864,641	$	138,635,025
Interest expense, net	Interest expense, net	23,167,729		Interest expense, net	43,669,577		23,167,729
Unrealized loss on change in fair value of derivatives		(40,993,295)
Income tax expense		8,408,724
Unrealized loss (gain) on change in fair value of derivatives				Unrealized loss (gain) on change in fair value of derivatives	(11,852,082)		(40,993,295)
Income tax (benefit) expense				Income tax (benefit) expense	125,242		8,408,724
Depreciation, depletion and amortization	Depreciation, depletion and amortization	55,740,767		Depreciation, depletion and amortization	88,610,291		55,740,767
Asset retirement obligation accretion	Asset retirement obligation accretion	983,432		Asset retirement obligation accretion	1,425,686		983,432
Transaction costs - Stronghold Acquisition		2,135,990
Transaction costs - executed A&D				Transaction costs - executed A&D	417,166		2,135,990
Share-based compensation	Share-based compensation	7,162,231		Share-based compensation	8,833,425		7,162,231
Loss (gain) on disposal of assets				Loss (gain) on disposal of assets	87,128		—
Other income				Other income	(198,935)		—
Adjusted EBITDA	Adjusted EBITDA	$	195,240,603	Adjusted EBITDA	$	235,982,139	$	195,240,603


	TWELVE MONTHS ENDED DECEMBER 31, 2022
Free Cash Flow
Adjusted EBITDA	$	195,240,603
Net interest expense (excluding amortization of deferred financing costs)	(20,461,708)
Capital expenditures	(140,051,159)
Proceeds from divestiture of oil and natural gas properties	23,700
Free Cash Flow	$	34,751,436


	TWELVE MONTHS ENDED DECEMBER 31, 2022
CROCE
Average debt	$	352,500,000
Average stockholders' equity	480,988,237
Average debt and stockholders' equity	$	833,488,237

CFFO (Cash Flows From Operations) Calculation:
Total CFFO	$	196,976,729
Less change in WC (Working Capital)	(24,091,577)
Total CFFO without WC	$	172,885,152

CROCE (CFFO Adj for WC)/(Average D+E)	20.7%


	TWELVE MONTHS ENDED
	DECEMBER 31, 2022		DECEMBER 31, 2021
Adjusted Net Income

Net Income	$	138,635,025	$	3,322,892

Share-based compensation	7,162,231		2,418,323
Ceiling test impairment	—		—
Unrealized loss (gain) on change in fair value of derivatives	(40,993,295)		25,084,987
Transaction costs - Stronghold Acquisition	2,135,990		—
Tax impact on adjusted items	536,088		(225,432)
Adjusted Net Income	$	107,476,039	$	30,600,770


	THREE MONTHS ENDED								LAST
	MARCH 31,		JUNE 30,		SEPTEMBER 30,		DECEMBER 31,		FOUR
	2023		2023		2023		2023		QUARTERS
Consolidated EBITDAX Calculation
Net Income (Loss)	$	32,715,779	$	28,791,605	$	(7,539,222)	$	50,896,479	$	104,864,641
Plus: Interest expense	$	10,390,279	$	10,471,062	$	11,301,328	$	11,506,908	$	43,669,577
Plus: Income tax provision (benefit)	$	2,029,943	$	(6,356,295)	$	(3,411,336)	$	7,862,930	$	125,242
Plus: Depreciation, depletion and amortization	$	21,271,671	$	20,792,932	$	21,989,034	$	24,556,654	$	88,610,291
Plus: non-cash charges acceptable to Administrative Agent	$	(7,823,887)	$	(470,875)	$	36,396,867	$	(29,695,076)	$	(1,592,971)
Consolidated EBITDAX	$	58,583,785	$	53,228,429	$	58,736,671	$	65,127,895	$	235,676,780
Plus: Pro Forma Acquired Consolidated EBITDAX	15,385,792		9,542,529		4,810,123		—		29,738,444
Less: Pro Forma Divested Consolidated EBITDAX	(1,346,877)		(357,122)		(672,113)		(67,092)		(2,443,204)
Pro Forma Consolidated EBITDAX	$	72,622,700	$	62,413,836	$	62,874,681	$	65,060,803	$	262,972,020

Non-cash charges acceptable to Administrative Agent:
Asset retirement obligation accretion	$	365,847	$	353,878	$	354,175	$	351,786
Unrealized loss (gain) on derivative assets	(10,133,430)		(3,085,065)		33,871,957		(32,505,544)
Share-based compensation	1,943,696		2,260,312		2,170,735		2,458,682
Total non-cash charges acceptable to Administrative Agent	$	(7,823,887)	$	(470,875)	$	36,396,867	$	(29,695,076)

	AS OF
	DECEMBER 31,
	2023
Leverage Ratio Covenant:
Revolving line of credit	$	425,000,000
Pro Forma Consolidated EBITDAX	$	262,972,020
Leverage Ratio	1.62
Maximum Allowed	≤ 3.00x


SEC PRICING PROVED RESERVES:	Proved Developed		Proved Undeveloped		Total Proved
Standardized Measure Reconciliation
Present Value of Estimated Future Net Revenues (PV-10)	$	1,262,678,565	$	384,352,562	$	1,647,031,127
Future Income Taxes, Discounted at 10%	190,008,401		57,837,535		247,845,936
Standardized Measure of Discounted Future Net Cash Flows	$	1,072,670,164	$	326,515,027	$	1,399,185,191