HighPeak Energy, Inc.

Up to $150,000,000

Common Stock

We have entered into a sales agreement, dated May 6, 2026 (the "Sales Agreement"), with Roth Capital Partners, LLC as lead agent (Roth or the "Lead Agent") and USCA Securities LLC ("USCA") (each of Roth and USCA, an "Agent" and together, the "Agents"), relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock from time to time through the Lead Agent. This prospectus supplement is offering shares of our common stock having an aggregate offering price of $150 million.

Shares of our common stock trade on the Nasdaq Global Market ("Nasdaq"), under the symbol "HPK." On May 5, 2026, the last sale price of the shares as reported on Nasdaq was $6.79 per share.

Sales of our common stock, if any, pursuant to this prospectus supplement and the accompanying prospectus will be made in any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Lead Agent will make all sales using commercially reasonable efforts consistent with its normal sales and trading practices on terms mutually agreed upon between Lead Agent and us.

The compensation to the Agents for sales of our common stock pursuant to the Sales Agreement will be an amount up to 3.00% of the gross sales price of all common stock sold thereunder. In connection with the sale of the common stock on our behalf, the Agents will be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act").