Item 1. Security and Issuer.
This Amendment No. 5 to Schedule 13D (the “Statement”) relates to the shares of Common Stock, $0.001 par value per share (“Common
Stock”), of Ring Energy, Inc., a Nevada corporation (the “Issuer”), whose principal executive office is located at 1725 Hughes Landing Blvd. Suite 900, The Woodlands, Texas 77380. This Amendment amends the
Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2022, Amendment No. 1, filed with the SEC on October 31, 2022
(“Amendment No. 1”), and Amendment No. 2, filed with the SEC on August 25, 2023 (“Amendment No. 2,”), Amendment No. 3, filed with the SEC on March 6, 2024
(“Amendment No. 3”), and Amendment No. 4, filed with the SEC on September 20, 2024 (“Amendment No. 4”), and together with the Original Schedule 13D, the
“Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the
information previously reported in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)– (b) The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of
the cover pages hereto is incorporated by reference herein and is as of the date hereof. Such information assumes there are 198,172,372 shares of Common Stock outstanding as of August 6, 2024, as reported on the Issuer’s Quarterly
Report on Form 10-Q filed with the SEC on August 6, 2024.
On October 8, 2024,
certain of the Reporting Persons sold an aggregate of 4,400,000 shares of Common Stock at a price of $1.62 per share pursuant to Rule 144 under the Securities Act of 1933 (the “Rule 144 Sale”), including: 1,242,120 shares sold by
Warburg Pincus Energy (E&P)-A, L.P.; 792,660 shares sold by WP Energy Stronghold Holdings, L.P.; 64,900 shares sold by WP Energy Partners Stronghold Holdings, L.P.; 75,020 shares sold by Warburg Pincus
Energy (E&P) Partners-A, L.P.; 25,300 shares sold by Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC; 803,990 shares sold by Warburg Pincus Private Equity
(E&P) XII (A), L.P.; 19,294 shares sold by Warburg Pincus Private Equity (E&P) XII-D (A), L.P.; 29,194 shares sold by Warburg Pincus Private Equity (E&P)
XII-E (A), L.P.; 52,580 shares sold by WP XII (E&P) Partners (A), L.P.; 1,147,058 shares sold by WP XII Stronghold Holdings, L.P.; 135,300 shares sold by Warburg Pincus XII (E&P) Partners-1, L.P.; and 12,584 shares sold by Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC.
Following the Rule 144 Sale, the shares of Common Stock are directly held as follows: 10,027,478 shares by Warburg Pincus Energy (E&P)-A, L.P.; 6,399,044 shares by WP Energy Stronghold Holdings, L.P.; 523,929 shares held by WP Energy Partners Stronghold Holdings, L.P.; 605,627 shares held by Warburg Pincus Energy (E&P) Partners-A, LP; 204,244 shares held by Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC; 6,490,509 shares held by Warburg Pincus Private Equity (E&P) XII (A),
L.P.; 155,758 shares held by Warburg Pincus Private Equity (E&P) XII-D (A), L.P.; 235,679 shares held by Warburg Pincus Private Equity (E&P) XII-E (A), L.P.;
424,472 shares held by WP XII (E&P) Partners (A), L.P.; 9,260,054 shares held by WP XII Stronghold Holdings, L.P.; 1,092,260 shares held by Warburg Pincus XII (E&P) Partners-1, L.P.; and 101,589 shares
held by Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC.
Warburg Pincus is the general
partner of Warburg Pincus Partners II (US), L.P., which is the managing member of Warburg Pincus (E&P) Energy LLC and Warburg Pincus (E&P) XII LLC. Warburg Pincus (E&P) Energy LLC is the general partner of Warburg Pincus (E&P) Energy
GP, L.P., which is the general partner of Warburg Pincus Energy (E&P)-A, L.P., WP Energy Stronghold Holdings, L.P., WP Energy Partners Stronghold Holdings, L.P., Warburg Pincus Energy (E&P) Partners-A, L.P., and Warburg Pincus Energy (E&P) Partners-B, L.P. Warburg Pincus Energy (E&P) Partners-B, L.P. is the managing
member of Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC. Warburg Pincus (E&P) XII LLC is the general partner of Warburg Pincus (E&P) XII, L.P., which is the general partner of Warburg
Pincus XII (E&P) Partners-1, L.P., Warburg Pincus XII (E&P) Partners-2, L.P., WP XII Stronghold Holdings, L.P., WP XII (E&P) Partners (A), L.P., WP XII
(E&P) Partners (B), L.P., Warburg Pincus Private Equity (E&P) XII (A), L.P., Warburg Pincus Private Equity (E&P) XII-D (A), L.P., and Warburg Pincus Private Equity (E&P) XII-E (A), L.P. Warburg Pincus XII (E&P) Partners-2, L.P. is the managing member of Warburg Pincus XII (E&P) Partners-2
Stronghold, LLC (Warburg Pincus and the other entities listed in this paragraph, collectively, the “Warburg Entities”). In such capacities, each of the Warburg Entities may be deemed to beneficially own the reported securities.