What changed in this filing

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Item 1. Financial Statements

2025-11-19 compared with 2025-08-19 · 519 added, 480 removed, 244 unchanged (80% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

1 unchanged sentence

Cash - restricted

Accounts receivable, net of allowance for credit losses of $ 0 at June 30, 2025 and December 31, 2024, respectively

Accounts receivable- related party

Accounts receivable, net of allowance for credit losses of $ 0 at September 30, 2025 and December 31, 2024, respectively

Accounts receivable - related

Prepaid expenses

3 unchanged sentences

Property and equipment, net

Right of use assets- operating leases

Right of use assets - operating

Intellectual property, net

Customer relationships, net

AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable and accrued expenses

Accounts payable and accrued expenses- related parties

Accounts payable and accrued expenses

- related parties

Accrued compensation

3 unchanged sentences

Loans and notes payable, current

Loans and notes payable, current- related parties

Loans and notes

payable, current - related parties

Total current liabilities

2 unchanged sentences

Loans and notes payable, long term

Loans and notes payable, long term-related parties

Deferred tax liability

Other liabilities

Total liabilities

Stockholders’ equity (deficit):

Preferred stock, $ 0.001

shares authorized, 107,789 outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ 0.001

Preferred stock, $ 0.001 par value;

15,000,000 shares authorized, 96,731 and 107,789 outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

200,000,000 shares authorized;

and 41,709,190

were issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

61,431,949 and 41,709,190 were issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

5 unchanged sentences

Noncontrolling interest

stockholders’ equity (deficit)

liabilities and stockholders’ equity (deficit)

accompanying notes are an integral part of these consolidated financial statements

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

The accompanying notes are an integral part of these consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Six months ended

Nine months ended

September 30,

Three months ended

Terminaling and storage

Terminaling and storage- related party

Transportation logistics

Transportation logistics- related party

September 30,

Revenues - related party

Total revenues

7 unchanged sentences

Other income (expense):

Unrealized loss on marketable securities

Unrealized gain (loss) on marketable securities

Gain (loss) on disposition of assets

Gain on deconsolidation of subsidiary

Loss on conversion of debt

Interest income

Interest expense

Interest expense- related parties

Interest expense - related

Total other income (expense)

14 unchanged sentences

Stockholders’

$ ( 65,908,406 )

of common stock for services

8 unchanged sentences

stock distributable- Series A Preferred Stock Dividends

( 22,189,820 )

( 4,161,105 )

( 26,350,925 )

of common stock for a reduction of liabilities

of common stock for legal settlement

based compensation

based compensation - consultant

stock issued - Series A Preferred Stock Dividends

stock distributable - Series A Preferred Stock Dividends

issued with debt

issued with debt conversion

Consideration

received for divestiture

of consideration for divestiture over net assets transferred

September 30,

( 148,059,774

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

OPERATING ACTIVITIES:

3 unchanged sentences

Stock-based compensation

Stock-based compensation- consultant

Unrealized (gain) loss- marketable securities

Stock-based compensation -

Unrealized (gain) loss - marketable

Loss on disposition of assets

Loss on conversion of debt

Gain on deconsolidation of subsidiary

Noncash interest charges

Deferred income taxes

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of impact from divestiture:

Accounts receivable

1 unchanged sentence

Right of use assets - finance

Right of use assets- operating leases

Right of use assets - operating

Operating lease liabilities

Accounts payable and accrued expenses

Interest on notes receivable

Interest on notes payable

Net cash used in operating activities

Net cash provided by (used in) operating activities

INVESTING ACTIVITIES:

Return of cash for divestiture

Proceeds from sale of property and equipment

Purchase of equipment

provided by (used in) investing activities

Net cash provided by (used in) investing activities

FINANCING ACTIVITIES:

1 unchanged sentence

Proceeds from loans and notes payable

Proceeds from loans and notes payable- related party

Proceeds from loans and notes

payable - related party

Payment of notes payable

Payment of notes payable- related party

provided by financing activities

Net decrease in cash and cash equivalents

Payment of notes payable - related

Proceeds from sale of common stock

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

( 2,485,226 )

CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, BEGINNING OF PERIOD

3 unchanged sentences

Noncash transactions :

Return of preferred stock as consideration for divestiture

Accounts payable on purchase of equipment

Issuance of related party notes payable for purchase of equipment

Capitalized interest on construction in process

Security deposits and reserves applied to finance lease liabilities

Common stock issued with debt

1 unchanged sentence

Series A preferred shareholder stock dividends

Common stock issued for legal settlement

Common stock issued for services

Stock warrants issued for services

Common stock issued on conversion of debt

4 unchanged sentences

Interim Financial Information

The accompanying unaudited condensed consolidated

financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S.

been condensed or omitted.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited

consolidated financial statements and the related notes for the year ended December 31, 2024 that were filed with our Form 10-K.

The unaudited

condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated

financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for

the fair presentation of the condensed consolidated financial statements.

The operating results for the three and six months ended June

30, 2025 are not necessarily indicative of the results expected for the full year ending December 31, 2025.

GAAP have been condensed or omitted.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2024 that were filed with our Form 10-K.

The unaudited condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements.

The operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full year ending December 31, 2025.

Vivakor, Inc.

(“Vivakor” or the “Company”) is a socially responsible operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions.

Currently, our efforts are primarily focused on operating two main segments:

(i) transportation logistics services and (ii) terminaling and storage facility product and services related to oil and gas production.

Our transportation and facilities services primarily consist of trucking crude oil and produced water and transportation and terminaling services of crude oil via the Omega Gathering Pipeline.

Our trucking services are centered in the Permian and Eagle Ford Basins.

We utilize our trucking fleet to transport those products to a fully-integrated network of facilities where we blend various grades of crude oil grades of crude oil, and reuse or dispose of produced water.

Our terminaling and storage product and services consist of two operational major crude oil terminaling facilities.

One is located in Colorado City, Texas, and the other facility is located in Delhi, Louisiana.

Both facilities are located at the junction of several major interstate pipelines, receive various grades of crude oil from our customers.

These crude oil terminals are industrial facilities that serve as hubs for the storage, handling and distribution of crude oil and petroleum products.

We plan to perform remediation services utilizing our remediation processing centers (“RPCs”) at some point in the future.

We are currently constructing a full-capacity RPC at the San Jacinto River & Rail Park in Harris County, Texas.

Once complete, we anticipate the strategically located facility to be capable of processing oilfield solid wastes into economic byproducts such as condensate, propane, and butane.

This RPC will feature an adjacent, complimentary truck wash facility from which we expect to derive additional revenue.

On October 1, 2024, we acquired Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited

liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited

liability company (collectively with their subsidiaries, the “Endeavor Entities”), making those entities wholly-owned subsidiaries, which gave us operations in several different areas of the midstream oil and gas industry.

management and Board of Directors is currently reviewing all aspects of the Endeavor Entities’ assets and operations, including

the synergies they have with our pre-acquisition operations and the debt related to certain of those assets and operations.

the event our management and Board of Directors determines some of those assets or operations do not fit organizationally with our other

assets and operations then we may seek strategic alternatives with those certain assets and/or operations.

Deconsolidation

On September 7, 2023 we entered into an Acquisition Agreement (the “Agreement”) to sell 100% of the common stock of VivaSphere, Inc.

(“VivaSphere”) and its assets, which were completely impaired by the Company in the fiscal year 2022, to a private buyer.

The transaction closed on February 15, 2024.

Under the terms of the Agreement, the purchase price of approximately $ 7.5 million consists of a promissory note payable (the “Convertible Note”) to the Company payable in full four years after the closing date.

In the event the buyer does not close a transaction with a public company within one year from the close of the transaction, then the Company has the right to foreclose on and repossess the assets.

The Convertible Note is convertible into common shares of a public company after the buyer closes a transaction to become a public company, which has a ceiling of 17.99% of the total number of shares outstanding of the public company.

The “Conversion Price” shall equal the greater of (a) $0.75 per share or (b) the lesser of (i) 90% of the volume weighted average price for the Common Stock during the ten (10) consecutive trading days of the Common Stock immediately preceding the applicable Conversion Date on which the Company elects to convert all or part of this Note or (ii) $2.25 per share.

Due to uncertainty of the collectability of the principal amount of the Convertible Note, we have established an allowance for the entire amount, and we have not accrued any interest receivable in connection with the Convertible Note.

Reclassifications

Certain reclassifications have been made to prior years’ purchase price allocation of accrued interest and principal note payable amounts to conform to the 2025 presentation.

(“Vivakor” or the “Company”) is an integrated provider of midstream services and environmental solutions within the oil and gas industry.

The Company owns and operates a diversified portfolio of domestic midstream infrastructure assets in several of the nation’s largest oil-producing basins.

As of September 30, 2025, the Company conducts its operations through three primary business segments:

transportation and logistics, terminaling and storage services, and supply and trading.

The transportation and logistics segment includes the assets and activities used to gather and transport crude oil by truck and pipeline.

The Company owns and operates ten crude-oil injection stations that connect to major pipeline systems in the Permian Basin, as well as crude-oil gathering and transportation assets in the Anadarko Basin (STACK play), including the 45-mile Omega Gathering Pipeline, which connects to the P66/Plains pipeline system with access to the Cushing, Oklahoma storage hub.

The terminaling and storage services segment consists of crude-oil terminal facilities in Colorado City, Texas, and Delhi, Louisiana.

These terminals are located at key pipeline intersections and are designed to receive, store, gather, and distribute various grades of crude oil and related petroleum products.

The supply and trading segment purchases and resells crude oil, condensate, and related hydrocarbon products.

These activities utilize the Company’s transportation and terminaling assets to support product marketing and distribution across its operating regions.

The Company is also developing an environmental services segment through the planned deployment of Remediation Processing Centers (“RPCs”) along the Gulf Coast.

RPCs are designed to recover hydrocarbons from contaminated soils and tank-bottom sludges generated by upstream, midstream, and downstream operations.

The first RPC is under construction at the San Jacinto River & Rail Park in Harris County, Texas.

The remediation segment will be reflected in the Company’s operating structure upon commencement of commercial activity.

On October 1, 2024, we acquired Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively with their subsidiaries, the “Endeavor Entities”), making those entities wholly-owned subsidiaries, which gave us operations in several different areas of the midstream oil and gas industry.

After the closing, our management and Board of Directors spent months reviewing all aspects of the Endeavor Entities’ assets and operations, including the synergies they have with our pre-acquisition operations and the debt related to certain of those assets and operations.

In the event our management and Board of Directors determines some of those assets or operations do not fit organizationally with our other assets and operations then we may seek strategic alternatives with those certain assets and/or operations.

As a result of this strategic review, on July 30, 2025, we sold certain non-core business units of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, both of which were subsidiaries included with the Endeavor Entities.

These divestitures were made to streamline operations and allow the Company to focus on its core midstream transportation, terminaling, and environmental processing activities.

See Note 2 for amounts related to the transaction.

Restricted Cash

The Company acquired an accounts receivable factoring

agreement on October 1, 2024 in the acquisition of the Endeavor Entities, where the Company is required to maintain a reserve account

with the factoring institution which is included as restricted cash.

The Company acquired an accounts receivable factoring agreement on October 1, 2024 in the acquisition of the Endeavor Entities, where the Company is required to maintain a reserve account with the factoring institution which is included as restricted cash.

Long Lived Assets

The Company reviews the carrying values of its

long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset,

an impairment loss is recognized and measured using the fair value of the related asset.

For the six months ended June 30, 2025, the Company

evaluated, and determined that there was no trigger event, and therefore no impairment incurred.

There can be no assurance that market

conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets

in the future.

The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset.

For the nine months ended September 30, 2025, the Company evaluated, and determined that there was no trigger event, and therefore no impairment incurred.

There can be no assurance that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

Intangible Assets and Goodwill

We account for intangible assets and goodwill

in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”).

We assess our intangible assets

in accordance with ASC 360 “ Property, Plant, and Equipment ” (“ASC 360”).

Impairment testing is required

when events occur that indicate an asset group may not be recoverable (“triggering events”).

As detailed in ASC 360-10-35-21,

the following are examples of such events or changes in circumstances (sometimes referred to as impairment indicators or triggers):

A significant decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner

in which a long-lived asset (asset group) is being used or in its physical condition.

or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment

by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction

of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow

losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f)

A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly

before the end of its previously estimated useful life.

The term more likely than not refers to a level of likelihood that is more than

We performed an analysis and assessed no triggering event has occurred, and no impairment for the six months ended June 30,

We account for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”).

We assess our intangible assets in accordance with ASC 360 “ Property, Plant, and Equipment ” (“ASC 360”).

Impairment testing is required when events occur that indicate an asset group may not be recoverable (“triggering events”).

As detailed in ASC 360-10-35-21, the following are examples of such events or changes in circumstances (sometimes referred to as impairment indicators or triggers):

(a) A significant decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition.

(c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

The term more likely than not refers to a level of likelihood that is more than 50 percent.

The Company did not record any impairment charges for the nine months ending September 30, 2025.

Reclassifications

Certain reclassifications have been made to prior years’ amounts to conform to the 2025 presentation, including adjustments related to the purchase price allocation of accrued interest and principal note payable amounts.

Change in Segment Reporting

Beginning in the third quarter of 2025, the Company revised its reportable segment structure to align with the manner in which the chief operating decision maker evaluates performance and allocates resources.

Previously, the Company reported operations under two segments:

Transportation Logistics Services and Terminaling and Storage Facility Products and Services.

Consistent with the restructuring, the Company now reports results across three (3) reportable segments that provide integrated midstream services related to the transfer, storage, and trading of crude oil and related products:

(i) Transportation and Logistics, (ii) Terminaling and Storage, and (iii) Supply and Trading.

The Transportation and Logistics segment includes crude oil trucking and pipeline operations.

The Terminaling and Storage segment consists of revenues from the operation of crude oil terminals in Colorado City, Texas, and Delhi, Louisiana.

The Supply and Trading segment includes the purchase and sale of crude oil and related petroleum products, including activities under crude petroleum sales agreements initiated in late 2024.

The restructuring of the reportable business segments did not impact the Company’s consolidated financial statements for prior periods, other than reclassifications made to conform prior period segment information to the current presentation.

Revenue Recognition

For the six months ended June 30, 2025 our sales consisted of storage services and the sale of crude oil or like products and transportation

logistic services.

For the three months ended June 30, 2025 and 2024, disaggregated revenue by customer type was as follows:

and $ 16,181,122 in terminating and storage and $ 10,456,273 and $ 0 in transportation logistics.

For the six months ended June 30, 2025

and 2024, disaggregated revenue by customer type was as follows:

and $ 32,202,513 in terminating and storage and $ 23,932,528 and $ 0 in transportation logistics.

During the fourth quarter of 2024, the Company entered into a crude petroleum sales agreement with

third parties for the purchase and sale of crude petroleum products in North Dakota.

The Company realized sales of $ 17,087,317 and $ 30,357,126

from these contracts for the three months and six months ended June 30, 2025, respectively.

Beginning in the third quarter of 2025, the Company began reporting revenue across its three reportable segments—Transportation and Logistics, Terminaling and Storage, and Supply and Trading, which together provide integrated midstream services related to the transfer, storage, and trading of crude oil and related products.

The Transportation and Logistics segment was formerly referred to as Transportation Logistics , and the Supply and Trading segment reflects the expansion of activities in the purchase, sale, and distribution of crude oil and related petroleum products.

The following is disaggregated revenue by segment:

Schedule of disaggregated revenue

September 30,

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

Terminaling and storage

Transportation and logistics

Supply and Trading (1)

Revenue generated from

these activities was previously reported under the Terminaling and Storage segment in prior reporting periods in 2025 and Product

Revenue in 2024.

Related Party Revenues

Our revenue from related parties for the three months and six months ended June 30, 2025 was $ 8,101,023 and $ 12,652,798 respectively.

Our revenue from related parties for the three months and six months ended June 30, 2024 was $ 2,870,607 and $ 5,978,833 , respectively.

We sell crude oil or like products and provide storage services to related parties under long-term contracts.

We acquired these contracts in our August 1, 2022 acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC and our October 1, 2024 acquisition of Silver Fuels Processing, LLC.

These contracts were entered into in the normal course of our business.

We also provide pipeline throughput and trucking logistics services to related parties under long-term contracts.

We acquired these contracts in our October 1, 2024 acquisition of Endeavor Crude, LLC, Meridian Equipment Leasing, LLC.

These contracts were entered into in the normal course of our business.

Our revenue from related parties for the three months and nine months ended September 30, 2025 was $ 3,917,597 and $ 13,795,063 respectively.

For the three and nine months ended September 30, 2024, related party revenue was $ 11,140,652 and $ 17,119,485 , respectively.

We generate related party revenue primarily through the sale of crude oil and similar products, as well as through the provision of storage, pipeline throughput, and trucking logistics services under long-term contracts.

These contracts were acquired in connection with our August 1, 2022 acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, and our October 1, 2024 acquisition of Silver Fuels Processing, LLC, Endeavor Crude, LLC, and Meridian Equipment Leasing, LLC.

All related party contracts were entered into in the ordinary course of business and are conducted on terms consistent with those prevailing in comparable transactions with unrelated parties.

Major Customers and Concentration of Credit Risk

For the three months ended June 30, 2025 and 2024, the Company had one major customer (related party) which accounted for approximately 12 % and 99 % of the Company’s revenues, respectively.

For the six months ended June 30, 2025 and 2024, the Company has one major customer, which

accounts for approximately 9 %

and 100 % of the Company’s revenues, respectively.

Advertising Expense

At September 30, 2025, the Company did not have any customers whose revenues represented more than 10% of total revenues.

The Company had three individual customers that represented more than 10% of total accounts receivable individually, with an aggregate balance of $ 5,591,156 , representing approximately 42 % of total accounts receivable.

At September 30, 2024, the Company had two major customers that together accounted for approximately 99 % of total accounts receivable, and those same customers represented approximately 99 % of the Company’s revenues for the nine months ended September 30, 2024.

Advertising Expenses

Advertising costs are expensed as incurred.

The Company did not incur advertising expense for the three and six months ended June 30,

2025 and 2024.

The Company did not incur advertising expense for the three and nine months ended September 30, 2025 and 2024.

Net Income/Loss Per Share

Basic net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss), all divided

by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents

outstanding for the period determined using the treasury stock method if their effect is dilutive.

Potential dilutive instruments have

been excluded from the calculation of the weighted-average number of common shares outstanding when the Company is in a net loss position.

For the three and six months ended June 30, 2025 and 2024 our potential dilutive instruments were excluded from the weighted-average calculation

as they were antidilutive.

Potential dilutive instruments as of June 30, 2025 and 2024 include the following:

convertible notes payable,

which are convertible into approximately 17,492,129 and 234,560 shares of common stock, stock options and vesting or unissued stock awards granted to previous and current employees of 2,420,081 and 2,617,320 shares of common stock, stock options and vesting or unissued stock awards granted to board members or consultants of 491,940 and 395,139 shares of common stock.

The Company issued free standing stock options to purchase 1,000,000 shares of our common stock to a third party in a bundled transaction with debt during 2023, which such stock option was exercised in September

2024 for a reduction in debt.

The Company also had warrants outstanding to purchase 80,000 and 399,040 shares of common stock as of June 30, 2025 and 2024, respectively.

Basic net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss) and dividing that amount by the weighted-average number of common shares outstanding during the period without consideration for common stock equivalents.

Diluted net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method if their effect is dilutive.

Potential dilutive instruments have been excluded from the calculation of the weighted-average number of common shares outstanding when the Company is in a net loss position.

For the three and nine months ended September 30, 2025 and 2024 all potential dilutive instruments were excluded from the weighted-average calculation as they were antidilutive.

As of September 30, 2025 and 2024, potentially dilutive instruments consisted of convertible notes payable convertible into approximately 97,166,963 and 773,269 shares of common stock, respectively;

stock options and vesting or unissued stock awards granted to employees totaling 2,350,481 and 2,003,252 shares, respectively;

and stock options and vesting or unissued stock awards granted to board members and consultants totaling 1,707,939 and 572,948 shares, respectively.

Use of Estimates

20 unchanged sentences

The recorded values of notes payable approximate their current fair values because of their nature, rates, and respective maturity dates or durations.

Divestiture of Wholly Owned Subsidiaries

On July 30, 2025, the Company completed the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC (together, the “divested entities”), two indirectly wholly owned subsidiaries (which were acquired by the Company in October 2024), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) entered into with Jorgan Development, LLC (“Jorgan”).

Under the Purchase Agreement, the Company sold all of the issued and outstanding membership interests in the divested entities.

The divested entities were non-core subsidiaries, primarily engaged in the transportation of oilfield-produced water and related equipment leasing, activities that did not align with the Company’s strategic focus.

The purchase price consisted of the Company’s Series A Convertible Preferred Stock, with a stated value of $ 10,058,235 which was returned to the Company, retired, and is no longer outstanding or entitled to dividends.

Because the entities are under common control, we did not record a gain on the sale.

The consideration received for the divestiture of the businesses consisted solely of the return of 11,058 shares of the Company’s Series A Preferred Stock.

The amounts related to the transactions were as follows:

Schedule of businesses consisted

Net consideration received:

Return of 11,058 shares of the Company’s Series A Preferred Stock

assets transferred

Accounts receivable

Prepaid expenses

Property and equipment, net

Right of use assets - operating leases

liabilities transferred

Accounts payable and accrued expenses

Operating lease liabilities

Finance lease liabilities

Loans and notes payable

Total net assets transferred

Excess of consideration received over net assets transferred, recorded to additional paid in capital

Going Concern & Liquidity

We have historically suffered net losses and

cumulative negative cash flows from operations, and as of June 30, 2025, we had an accumulated deficit of approximately $112.1

112,060,095 million.

As of June 30, 2025 and December 31, 2024, we had a working capital deficit of approximately $ 105.8

million and $ 101.5 million, respectively.

As of June 30, 2025, we had cash of approximately $ 3.7 million, of which $ 3.2 million

is restricted cash.

In addition, we have obligations to pay approximately $74 million of debt within one year of the issuance of

these financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going

During the six months ended June 30, 2025, subject to available cash flows, the Company continued its strategy to monetize its intellectual properties and execute its business plan, including the operation of the Endeavor Entities which were acquired in the fourth quarter of 2024.

To date we have financed our operations primarily through our operations, debt financing, and private and public equity offerings.

We have historically suffered net losses and cumulative negative cash flows from operations, and as of September 30, 2025, we had an accumulated deficit of approximately $148.1 148,059,774 million.

As of September 30, 2025 and December 31, 2024, we had a working capital deficit of approximately $ 67.3 million and $ 101.5 million, respectively.

As of September 30, 2025, we had approximately $ 1.2 million cash, of which $ 0.9 million is restricted cash.

In addition, we have obligations to pay approximately $36.6 million of debt within one year of the issuance of these financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the nine months ended

September 30, 2025, subject to available cash flows, the Company continued its strategy to execute its business plan, including

the operation of the Endeavor Entities (excluding those which were divested in the third quarter of 2025) which were acquired in the

fourth quarter of 2024.

To date we have financed our operations primarily through our operations, debt financing, and private and

public equity offerings.

Based on the above, we believe there is substantial doubt about the Company’s ability to continue as a going concern.

5 unchanged sentences

Schedule of property and equipment, net

September 30,

Vehicles and trailers

10 unchanged sentences

Property, plant and equipment, net

For the six months ended June 30, 2025 and 2024, the Company recorded depreciation $ 4,322,728

and $ 73,694 .

For the nine months ended September 30, 2025 and 2024, the Company recorded depreciation $ 7,952,518 and $ 114,765 .

respectively.

Equipment currently being manufactured is considered construction in process and is not depreciated until the equipment

is placed into service.

Equipment currently being manufactured is considered construction in process and is not depreciated until the equipment is placed into service.

Equipment that is temporarily not in service is not depreciated until placed into service.

During the quarter ended September 30, 2025, after the divestiture on July 30, 2025, the Company purchased two groups of assets from Meridian Equipment Leasing, LLC (“Meridian”).

The Company acquired $ 696,000 of Crude Oil Transfer Stations and $ 1,606,696 of Vehicles and Trailers.

These assets were recorded in their respective categories at cost, with corresponding notes payable established for the total consideration.

Because Meridian was an entity under common control prior to the divestiture described above, these purchases are considered related-party transactions.

The acquired assets will be depreciated over their estimated useful lives consistent with the Company’s existing depreciation policies.

Accounts Payable and Accrued Expenses

1 unchanged sentence

Schedule of accounts payable and accrued expenses

September 30,

Accounts payable

3 unchanged sentences

Schedule of accounts payable and accrued expenses related parties

Accounts payable- related parties

Accrued interest (notes payable)- related parties

Accounts payable and accrued expenses- related parties

September 30,

Accounts payable -

related parties

interest (notes payable) - related parties

payable and accrued expenses - related parties

Accrued compensation

As of June 30, 2025 and December 31, 2024, our accounts payable are primarily made up of trade payables.

Additionally, as of June 30, 2025, and December 31, 2024, accounts payable for consulting services rendered totaled $ 0 and $ 252,777 , respectively, with a vendor in which our CEO is a beneficiary.

As of June 30, 2025, accrued compensation to current employees includes $ 185,676 in accrued vacation pay due to our Chief Executive Officer, which may be payable in cash or stock if unused, and $287,105 due to our Chief Financial Officer, which includes $ 114,226 in accrued sick and vacation pay is payable in cash if unused and $ 100,000 in accrued bonuses.

As of September 30, 2025 and December 31, 2024, our accounts payable are primarily made up of trade payables.

At September 30, 2025, the Company recorded a legal reserve of $ 5.0 million within accounts payable and accrued expenses for a loss contingency that management determined to be probable and reasonably estimable.

No legal reserve was recorded as of December 31, 2024.

Additionally, as of September 30, 2025, and December 31, 2024, accounts payable for consulting services rendered totaled $ 0 and $ 252,777 , respectively, with a vendor in which our CEO is a beneficiary.

As of September 30, 2025, accrued compensation to current employees includes $ 185,676 in accrued vacation pay due to our Chief Executive Officer, which may be payable in cash or stock if unused, and $ 187,106 due to our former Chief Financial Officer.

Accrued compensation includes prorated year end accrued cash bonuses that are considered probable.

3 unchanged sentences

Schedule of loans and notes payable

September 30,

Various promissory notes and convertible notes

4 unchanged sentences

Trading & Cont.

Note payable to Pilot OFS Holdings, LLC (e)

Business First Bank (e)

Maxus Capital Group, LLC (d)

Cedarview Opportunities Master Fund LP

Business First Bank

Note payable to Pilot OFS Holdings, LLC

Maxus Capital Group, LLC

Curve Capital, LLC

Think Capital (b)

Clear Think Capital (b)

Agile Capital Funding, LLC

Short term note (c)

Short term note (WSGS) (c)

JJ Astor Note 1 (a)

JJ Astor Note 2 (a)

Total notes payable

3 unchanged sentences

Schedule of loans and notes payable related parties

September 30,

Jorgan Development, LLC

1 unchanged sentence

James Ballengee

Meridian Equipment Leasing, LLC (f)

Triple T Trading Company LLC

Total notes payable- related parties

Loans and notes payable, current- related parties

Loans and notes payable, long term- related parties

Waskom, LLC (e)

notes payable - related parties

and notes payable, current - related parties

and notes payable, long term - related parties

Schedule of maturities of loans and notes payable

(a) On March 17, 2025, the Company

issued a junior secured convertible promissory note due to J.J.

(the “Lender”), in the principal amount of

$6,625,000, in connection with a Loan and Security Agreement entered into by and between the Company, its subsidiaries, and the Lender.

March 17, 2025, the Company issued a junior secured convertible promissory note (“Note 1”) due to J.J.

(the “Lender”), in the principal amount of $6,625,000, in connection with a Loan and Security Agreement entered into by

and between the Company, its subsidiaries, and the Lender.

The Company received $5,000,000, net of closing fees totaling $1,625,000.

The note is payable to the Lender over forty-two equal weekly

installments of $157,739, which may be paid in cash or, at the option of the Company once an applicable resale registration statement

covering the conversion shares is declared effective by the SEC, in free trading shares of its common stock issued at a twenty percent

(20%) discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average

prices during the prior twenty (20) trading days.

The note does not bear interest unless an event of default shall occur and is continuing.

The Company agreed to issue the Lender 250,000 shares of its common stock as additional consideration for the loan with a value of $235,000

which has been recorded as a debt discount.

(b) The Company entered multiple twelve-month convertible promissory

notes in the second quarter 2025 for a total principal amount of $5,911,765, in connection with a Loan and Security Agreement entered

into by and between the Company, its subsidiaries, and the Lender.

The note is payable to the Lender over forty-two equal weekly installments of $157,739, which may be paid in cash or, at the option

of the Company once an applicable resale registration statement covering the conversion shares is declared effective by the SEC, in

free trading shares of its common stock issued at a twenty percent (20%) discount to the lower of either the previous day’s

closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days.

does not bear interest unless an event of default shall occur and is continuing.

The Company agreed to issue the Lender 250,000

shares of its common stock as additional consideration for the loan with a value of $235,000 which has been recorded as a debt

On July 9, 2025, the Company defaulted on Note 1 and entered into a Forbearance and Additional Loan Agreement with J.J.

retroactively effective to April 14, 2025.

Under the agreement, the principal balance of Note 1 was increased by $615,178 to $6,766,961

with a corresponding charge to interest expense.

Additionally, the interest rate was increased to 19% with a maturity date of January

The agreement also provided for the issuance of a new junior secured convertible promissory note (“Note 2”) with

net gross proceeds of $4.4 million and a face amount of $5.94 million, a portion of which was withheld by the Lender to satisfy past-due

and future installments under Note 1.

The transaction was accounted for as a debt extinguishment under ASC 470-50, resulting in the write-off

of approximately $2.8 million of unamortized original issue discount and deferred financing costs, all of which was recognized in interest

The newly issued debt was recorded at its face amount and will be amortized using the effective interest method.

the Company recognized approximately $1.4 million of default-related fees as interest expense during the quarter ended September 30, 2025.

During the quarter ended September 30, 2025,

the Lender converted an aggregate of $1,100,000 of outstanding convertible debt into 7,039,685 shares of the Company’s common

stock, valued at $2.2 million, at contractually discounted prices, resulting in a non-cash loss on conversion of debt of

approximately $1.1 million.

The conversion price is variable and

based on the Company’s future market price.

Accordingly, the conversion option is required to be bifurcated from the debt instrument

in accordance with ASC 815-15 and measured at fair value.

As a result, the Company recorded a derivative liability of $8,728,527 as of

September 30, 2025 with a corresponding charge to Loss on Conversion of Debt in the accompanying statement of operations for the three

and nine months ended September 30, 2025.

The Company entered multiple twelve-month convertible promissory notes in the second quarter 2025 for a total principal amount of $5,911,765, in connection with a Loan and Security Agreement entered into by and between the Company, its subsidiaries, and Clear Think Capital (“Clear Think”).

The Company received $5,025,000, net of closing fees totaling $416,500.

The notes mature twelve months from the date of issuance, have a 15% original issuance discount, have a one-time ten percent interest

charge applied at the issuance date.

In addition, the Company agreed to issue the holders 753,750 shares of common stock as additional

consideration for the notes with a value of $595,963 which has been recorded as a debt discount.

The loan originally matured in June 2025 but it was extended to July 2025.

The notes mature twelve months from the date of issuance, have a 15% original issuance discount, have a one-time ten percent interest charge applied at the issuance date.

In addition, the Company agreed to issue the holders 753,750 shares of common stock as additional consideration for the notes with a value of $595,963 which has been recorded as a debt discount.

During the third quarter of 2025, the Company issued an additional twelve-month convertible promissory note on August 12, 2025, with a principal amount of $647,059 and cash proceeds of $550,000, which reflects a similar original issue discount structure.

The notes mature twelve months from the date of issuance and has a one-time ten percent interest charge applied at the issuance date.

The Company obtained a short-term loan of $475,000 in June 2025.

The loan originally matured in June 2025 but it was extended to November 2025 when it was paid off.

The annual interest rate was eighteen percent per annum.

At December 31, 2024,

the Company had a note payable to Maxus Capital Group, LLC with an outstanding balance of $10,513,507.

The balance of the note was

reduced to $0 as of September 30, 2025, as part of the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC

completed on July 30, 2025.

On July 30, 2025, the Company, certain affiliated entities, and a related party entered into a

Forbearance Agreement with Maxus Capital Group, LLC, which acknowledged existing events of default and provided that Maxus would

forbear from exercising its remedies so long as the Company complied with a revised payment schedule.

In connection with the

agreement, the Company paid a cash forbearance fee of $250,000 and agreed to issue restricted common stock valued at $250,000, which

was issued during the fourth quarter of 2025 and charged to interest expense.

We incurred additional charges of approximately $7.8 million which were added to the principal balance and were recorded to interest expense

in the nine months ended September 30, 2025.

The Forbearance Agreement also resulted in a remeasurement of certain finance lease

liabilities under ASC 842, Leases, as the revised terms affected obligations previously accounted for as part of the Maxus financing

As part of the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC completed on July 30, 2025, the Company derecognized approximately $16,314,410 of third party note payables to Pilot OFS Holdings LLC and $8,938,836 to Business First Bank, and $1,079,287 of related party note payable to Waskom LLC.

In connection with the divestiture, the Company became directly obligated for a related-party note payable totaling $5,040,545 that had previously been recorded at the subsidiary level.

The liability was transferred to the Company and remains outstanding as a related-party obligation and is included within notes payable as of September 30, 2025.

In addition, the Company assumed $2,302,696 of related-party debt owed to Meridian Equipment Leasing, LLC in connection with the Company’s purchase of assets from Meridian following the divestiture.

All three notes mature in August of 2028 and have a twelve percent interest rate.

Commitments and Contingencies

3 unchanged sentences

The principal of WSGS, LLC is also a former officer and director of Empire Diversified Energy, Inc., a Delaware corporation, that we entered into an Agreement and Plan of Merger with on February 26, 2024, but has not closed, and E-Starts Money Co., a Delaware corporation, which is an investor in our common stock.

On February 10, 2025, we entered into a Side Letter related to our Executive Employment Agreement with our Chief Financial Officer, and dated June 13, 2024 and the Promissory Note issued to Mr.

Nelson dated June 13, 2024, under which we amended and clarified Mr.

Nelson’s Employment Agreement and the Promissory Note to (i) clarify that effective October 1, 2024, Mr.

Nelson’s Employment Agreement is with Vivakor Administration, LLC with all material obligations guaranteed by us, (ii) confirming the Promissory Note is still our primary obligation;

(iii) confirming the payment obligations of the company are triggered but not just fund raising by the company but also fundraising by our subsidiaries, that the maturity date under the Promissory Note is extended until June 30, 2025, and that a 5% fee will be assessed on the outstanding principal and interest due under the Promissory Note as of December 31, 2024 as a result of the Promissory Note not being paid by December 31, 2024, and (iv) to clarify that no taxable event will occur related to amounts due under the Promissory Note until those amounts are actually paid by the Company to Mr.

On February 10, 2025, we entered into an

Amendment No.

1 to our Employment Agreement with Mr.

Les Patterson, our Vice President, Operations & Construction.

Employment Agreement misstated Mr.

Patterson’s annual equity compensation, which was agreed to be annual equity compensation

equal to not less than $100,000 to be paid in equal quarterly installments of $25,000 based on a valuation formula set forth in the Employment

Agreement, but was mistakenly drafted as annual equity compensation equal to not less than $25,000 to be paid in equal quarterly installments

based on a valuation formula set forth in the Employment Agreement.

As a result of the Amendment No.

1 to the Employment Agreement we

Patterson 74,701 additional shares of our common stock, which is valued at $75,000 based on the valuation formula in Mr.

Employment Agreement.

These shares were issued unrestricted under the Company’s 2023 Equity and Incentive Plan as registered on

On February 10, 2025, we entered into an Employment

Agreement with Andre Johnson to be our Vice President, Human Resources As part of Mr.

Johnson’s compensation we agreed to

issue him 302,297 shares of our common stock as a signing bonus, as well as $75,000 worth of our common stock annually, paid in equal

quarterly installments.

These shares are due to be issued unrestricted under the Company’s 2023 Equity and Incentive Plan as registered

On February 10, 2025, we entered into a Side Letter related to our Executive Employment Agreement with our former Chief Financial Officer, Mr Nelson, originally dated June 13, 2024 and the Promissory Note issued to Mr.

Nelson on the same date.

The Side Letter amended and clarified Mr.

Nelson’s Employment Agreement and the Promissory Note to:

(i) clarify that effective October 1, 2024, Mr.

Nelson’s Employment Agreement is with Vivakor Administration, LLC with all material obligations guaranteed by the Company, (ii) confirm that the Promissory Note remains a primary obligation of the Company;

(iii) confirm that the Company’s payment obligations are triggered by fundraising by either the Company or its subsidiaries, extend the Promissory Note’s maturity date to June 30, 2025, and assess a 5% fee on the outstanding principal and interest due under the Promissory Note as of December 31, 2024 if the Promissory Note was not paid by that date, and (iv) to clarify that no taxable event will occur related to amounts due under the Promissory Note until those amounts are actually paid by the Company to Mr.

See Note 12 for additional information.

On February 10, 2025, the Company entered into Amendment No.

1 to the Employment Agreement with Mr.

Les Patterson, Vice President, Operations & Construction, correcting a drafting error regarding his annual equity compensation.

As corrected, Mr.

Patterson is entitled to annual equity compensation of not less than $100,000, payable quarterly, and received 74,701 unrestricted shares of common stock valued at $75,000 under the Company’s 2023 Equity and Incentive Plan.

On August 12, 2025, the Company entered into Amendment No.

Patterson’s Employment Agreement, promoting him to Executive Vice President and Chief Operating Officer and revising certain compensation and employment terms.

Under the amended agreement, Mr.

Patterson is entitled to an annual base salary of $375,000 and annual equity compensation of not less than $125,000, payable in four equal quarterly installments in shares of the Company’s common stock issued under its 2023 Equity and Incentive Plan.

Patterson also received a one-time signing bonus of $ 250,000 in Company common stock, issued pursuant to the Company’s Form S-8 Registration Statement and priced based on the volume-weighted average trading price for the five NASDAQ trading days preceding the agreement date.

The principal terms of this amendment, including the termination and severance provisions, were previously disclosed in the Company’s Current Report on Form 8-K filed August 12, 2025, which is incorporated herein by reference.

On February 10, 2025, we entered into an Employment Agreement with Andre Johnson to be our Vice President, Human Resources As part of Mr.

Johnson’s compensation we agreed to issue him 302,297 shares of our common stock as a signing bonus, as well as $ 75,000 worth of our common stock annually, paid in equal quarterly installments.

These shares are due to be issued unrestricted under the Company’s 2023 Equity and Incentive Plan as registered on Form S-8.

During the quarter ended September 30, 2025, the Company entered into a Forbearance Agreement with Maxus Capital Group, LLC in response to existing events of default under a financing arrangement previously used to acquire equipment.

As part of the agreement, the Company paid a cash forbearance fee of $ 250,000 and committed to issue restricted common stock valued at $ 250,000 .

The revised terms of the arrangement required the Company to remeasure certain finance lease obligations associated with equipment financed through Maxus in accordance with ASC 842, Leases.

The remeasurement resulted in adjustments to the related lease liabilities and right-of-use assets during the period.

Other than the adjustments arising from the Maxus Forbearance Agreement, there were no material changes to the Company’s lease commitments or other contractual obligations during the three and nine months ended September 30, 2025.

During the quarter ended September 30, 2025, the Company, in consultation with external counsel, concluded that certain legal matters were probable and that related losses were reasonably estimable under ASC 450-20.

As a result, the Company recorded a legal reserve of $5.0 million, included within Accounts Payable and Accrued Expenses, compared to zero at December 31, 2024.

The reserve primarily reflects three legal settlements substantially negotiated in the fourth quarter of 2025 (totaling approximately $3.86 million, a portion of which had been previously accrued) as well as three additional matters for which an unfavorable outcome is considered probable.

The recorded amounts represent management’s best estimate of the Company’s probable loss, and at this time the Company does not believe additional losses beyond the amounts accrued are reasonably possible.

Further detail is not provided because disclosure could prejudice the Company’s position in ongoing negotiations and proceedings.

Share-Based Compensation & Warrants

Stock Options & Awards

Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures.

The Company has granted stock-based compensation to employees, including stock options and stock awards in conjunction with our Board of Director and executive employment agreements, including stock awards and bonuses that are prorated or vest.

In 2025, we issued additional stock awards to

our Chief Executive Officer, of 160,266 shares

of our common stock (net of tax withholdings) under the terms of his employment agreement for his services rendered from October 28,

2024 to January 27, 2025.

Based on the renewal of the CEO’s employment agreement, we owe Mr.

Ballengee 688,891 shares of

Common Stock for his employment period beginning October 28, 2024 through October 27, 2025, to be paid in three equal quarterly

installments of 172,222 shares of Common Stock, and one installment of 172,225 shares (prior to tax withholdings).

employment agreement with our Chief Financial Officer, he is due bonuses at various times and/or upon certain events happening,

namely an annual cash incentive bonus for December 31, 2024 of $ 225,000 ,

an annual equity incentive bonus of $ 112,500 ,

and a bonus for the close of the acquisition of the Endeavor Entities of $ 100,000 paid

in stock, totaling $ 437,500 ,

due in shares of common stock, which total 462,462 shares

of common stock (prior to tax withholdings) based on the employment agreement.

We issued stock for these bonuses in February 2025,

and issued 105,213 shares after tax withholdings.

On February 10, 2025, we entered into an Amendment No.

1 to our Employment

Agreement with our Vice President, Operations & Construction, which issued 74,701 additional

shares of our common stock, which is valued at $ 75,000 .

We also have quarterly stock issuances to independent board members as part of their compensation, which included 62,410 shares

to be issued for the six months ended June 30, 2025.

In 2024, we issued additional stock awards that vest quarterly in

conjunction with annual compensation for current and a new Board of Direct compensation, and one employment contract.

months ended June 30, 2025, stock-based compensation was $ 690,350 .

On February 11, 2025, we entered into a Consulting Agreement with WSGS, LLC for management consulting services.

Under the terms of

the Consulting Agreement, we will pay the consultant up to $1.3 million per year, payable in registered shares of our common stock

under our 2023 Equity Incentive Plan.

The Consulting Agreement is for an initial term of one year, with the option for a second

The principal of WSGS, LLC is also a former officer and director of Empire Diversified Energy, Inc., a Delaware corporation,

that we entered into an Agreement and Plan of Merger with on February 26, 2024, but has not closed, and E-Starts Money Co., a

Delaware corporation, which is an investor in our common stock.

Consulting stock-based compensation was $ 462,735 for

the six months ended June 30, 2025.

There were no other options or awards granted during the six months ended June 30, 2025.

The following table summarizes all stock option activity of the Company for the six months ended June 30, 2025 and 2024:

The Company recognizes share-based payments to employees, directors, and consultants in accordance with ASC 718, Compensation – Stock Compensation , which requires that all such awards be measured at fair value on the grant date and recognized as expense over the requisite service period, net of estimated forfeitures.

During the nine months ended September 30, 2025, the Company issued and accrued stock-based compensation as follows:

Chief Executive Officer (James Ballengee):

In 2025, the Company issued 160,266 shares of common stock (net of tax withholdings) under the CEO’s employment agreement for services rendered from October 28, 2024 through January 27, 2025.

Under the renewed employment agreement, the Company is obligated to issue 688,891 shares of common stock for the employment period from October 28, 2024 through October 27, 2025, in four equal quarterly installments of 172,222 shares each (with a final installment of 172,225 shares).

The Company issued 172,222 shares on February 27, 2025, and 172,222 shares on July 30, 2025, in accordance with the agreement.

The remaining 344,447 shares are scheduled to be issued in equal quarterly installments during the fourth quarter of 2025 and the first quarter of 2026.

(Share counts represent gross shares prior to payroll tax withholdings.)

Former Chief Financial Officer (Tyler Nelson):

Under the CFO’s employment agreement, he was entitled to bonuses at various times and upon certain events, including an annual cash incentive bonus of $ 225,000 for December 31, 2024, an annual equity incentive bonus of $ 112,500 , and a $ 100,000 stock bonus related to the close of the acquisition of the Endeavor Entities.

These awards totaled $ 437,500 , payable in 462,462 shares of common stock (before payroll tax withholdings).

The Company issued 105,213 shares of common stock (after tax withholdings) in February 2025 to satisfy these obligations.

Executive Vice President and Chief Operating Officer (Les Patterson):

Pursuant to Amendment No.

1 to his employment agreement dated February 10, 2025, the Company issued 74,701 shares of common stock valued at $ 75,000 .

Under Amendment No.

2, executed August 12, 2025, Mr.

Patterson was promoted to Executive Vice President and Chief Operating Officer and received a one-time signing bonus of $ 250,000 in Company common stock, issued pursuant to the Company’s Form S-8 Registration Statement and priced based on the volume-weighted average trading price for the five NASDAQ trading days preceding the agreement date.

Vice President of Human Resources:

The Vice President of Human Resources is entitled to annual equity compensation of $ 75,000 , payable in equal quarterly installments of Company common stock issued under the 2023 Equity and Incentive Plan.

Board of Directors:

The Company granted quarterly equity awards to independent board members totaling 97,263 shares for the nine months ended September 30, 2025.

Consulting Agreement:

On February 11, 2025, the Company entered into a Consulting Agreement with WSGS, LLC, under which compensation of up to $ 1.3 million per year is payable in registered shares of common stock under the Company’s 2023 Equity and Incentive Plan.

The agreement provides for stock-based compensation to be recognized over the contract term in accordance with ASC 718.

Total stock-based compensation expense recognized for the nine months ending September 30, 2025, was $ 1,114,916 related to employee awards, $ 114,424 related to director awards, and $ 1,206,000 related to consulting agreements.

The following table summarizes all stock option activity of the Company for the nine months ended September 30, 2025:

Schedule of option activity

Outstanding, December 31, 2024

Outstanding, June 30, 2025

Outstanding, September 30, 2025

Exercisable, December 31, 2024

Exercisable, June 30, 2025

As of June 30, 2025 and 2024, the aggregate intrinsic value of the Company’s outstanding options was approximately none .

Exercisable, September 30, 2025

As of September 30, 2025 and 2024, the aggregate intrinsic value of the Company’s outstanding options was approximately none .

The aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

4 unchanged sentences

The estimated annual effective tax rate is then applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision.

Company recorded a provision for income taxes of $ 0 and $ 33,983 for

the three and six months ended June 30, 2025 and 2024, respectively.

The Company recorded a provision for income taxes of $ 0 and $ 33,183 for the three months ended June 30, 2025 and 2024, respectively.

The Company is projecting a ( - 0.95 % ) effective

tax rate for the year ending December 31, 2025, which is primarily the result of permanent book to tax differences, increase in

the valuation allowance, and the change in the naked credit deferred tax liability.

The Company’s effective tax rate for the

year ending December 31, 2024 was ( - 0.57 % ),

which was primarily the result of the change in the naked credit deferred tax liability, increase in the valuation allowance and permanent adjustments.

The Company recorded a provision for income taxes of $ 0 and $ 0 for the three months ended September 30, 2025 and 2024, respectively.

The Company recorded a provision for income taxes of $ 0 and $ 33,983 for the nine months ended September 30, 2025 and 2024, respectively.

The Company is projecting a ( - 0.95 % ) effective tax rate for the year ending December 31, 2025, which is primarily the result of permanent book to tax differences, increase in the valuation allowance, and the change in the naked credit deferred tax liability.

The Company’s effective tax rate for the year ending December 31, 2024 was ( - 0.57 % ), which was primarily the result of the change in the naked credit deferred tax liability, increase in the valuation allowance and permanent adjustments.

Related Party Transactions

On June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, the consideration for the membership interests included the notes in the amount of $ 286,643 to JBAH and $ 28,377,641 to Jorgan, which accrued interest of prime plus 3% on the outstanding balance of the notes.

The principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be paid to on a monthly basis in an amount equal to the Monthly Free Cash Flow continuing thereafter on the twentieth (20 th ) calendar day of each calendar month thereafter.

On August 1, 2022, the Company closed the transaction that was the subject of a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, the consideration for the membership interests included the notes in the amount of $ 286,643 to JBAH and $ 28,377,641 to Jorgan, which accrued interest of prime plus 3% on the outstanding balance of the notes.

In October 2022, the parties entered into an amendment to the Notes permitting a portion of the principal to be settled through the issuance of equity.

Following shareholder approval in November 2023, the Company issued 7,042,254 restricted shares of its common stock as a $ 10,000,000 principal payment applied to the Notes on a pro rata basis.

Under the remaining terms of the Notes, the principal and accrued interest were payable monthly based on Monthly Free Cash Flow generated by SFD and WCCC, as defined in the MIPA.

Monthly Free Cash Flow means cash proceeds received by SFD and WCCC from its operations minus any capital expenditures (including, but not limited to, maintenance capital expenditures and expenditures for personal protective equipment, additions to the land/current facilities and pipeline connections) and any payments on the lease obligations of SFD and WCCC.

For the six months ended June 30, 2025 and 2024, we have made cash payments of $ 902,868 and $ 700,478 .

In the business combination of acquiring WCCC we also acquired WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement, WC Crude has the right, subject to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrocarbons at a certain crude oil terminal operated by WCCC.

WC Crude is required to pay $150,000 per month even if the storage space is not used.

In connection with the Company’s divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC on July 30, 2025, the Company and Jorgan entered into an Amended and Restated Secured Promissory Note, effective that same date, which reduced the Company’s required monthly payment to Jorgan from 99% of Monthly Free Cash Flow to 50% of Monthly Free Cash Flow.

All other material terms of the Notes remained unchanged.

As of September 30, 2025 and December 31, 2024, the aggregate outstanding principal balance on the Notes issued to Jorgan was $ 3,469,245 and $ 18,109,503 , respectively.

In the business combination which the Company acquired WCCC, the Company also assumed WCCC’s Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, James H.

Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC.

Under this agreement, WC Crude has the right, subject to the payment of service and maintenance fees, to store crude oil and other liquid hydrocarbons at a crude oil terminal operated by WCCC.

WC Crude is required to pay a minimum fee of $ 150,000 per month, regardless of actual storage utilization.

The agreement expires on December 31, 2031.

We have received tank storage revenue of approximately $ 900,000 for the six months ended June 30, 2025 and 2024, respectively.

In the business combination of acquiring SFD, we acquired an amended Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which WC Crude supplies volumes of Crude Petroleum to SFD, which provides for the delivery to SFD a minimum of 1,000 sourced barrels per day, and includes a guarantee that when SFD resells these barrels, if SFD does not make at least a $5.00 per barrel margin on the oil purchased from WC Crude, then WC Crude will pay to SFD the difference between the sales price and $5.00 per barrel.

In the event that SFD makes more than $5.00 per barrel, SFD will pay WC Crude a profit-sharing payment in the amount equal to 10% of the excess price over $5.00 per barrel, which amount will be multiplied by the number of barrels associated with the sale.

The Company recognized related-party tank storage revenue of $ 1,350,000 for each of the nine-month periods ended September 30, 2025 and 2024.

In the business combination which the Company acquired SFD, the Company assumed an amended Crude Petroleum Supply Agreement (“Supply Agreement”) with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, James H.

Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC.

Under the Supply Agreement, WC Crude supplies SFD with a minimum of 1,000 sourced barrels per day.

The agreement provides that if SFD does not realize a margin of at least $5.00 per barrel upon resale of these volumes, WC Crude will pay SFD a deficiency payment equal to the difference between the realized margin and $5.00 per barrel.

Conversely, if SFD realizes a margin in excess of $5.00 per barrel, SFD is required to remit a profit-sharing payment to WC Crude equal to 10% of the excess margin, multiplied by the number of barrels sold.

The Supply Agreement expires on December 31, 2031.

For the three months ended June 30, 2025 and 2024, we made crude oil purchases from WC Crude of $ 0 and $ 11,523,041 and received deficiency payments of $ 637,000 and

For the six months ended June 30, 2025 and 2024, we made crude oil purchases from WC Crude of $ 3,594,162 and $ 23,143,488 and received deficiency payments of $ 1,115,918 and $ 92,650 .

In addition, SFD has a sales agreement to sell a natural gas liquid product and crude petroleum products to WC Crude.

These sales agreements are cash net settled at market prices.

We produced and sold crude

and natural gas liquids to WC Crude in the amount of $ 0 and $ 2,420,576 for the three months ended June 30, 2025 and 2024.

We produced and sold crude and natural gas liquids to WC Crude in the amount of $ 1,585,303 and $ 5,078,482 for

the six months ended June 30, 2025 and 2024.

In the business combination of acquiring SFD and

WCCC we also entered into a Shared Services Agreement with Endeavor Crude, LLC (“Endeavor”), who shares a beneficiary,

James Ballengee, with Jorgan and JBAH.

Under this agreement, we had the right, but not the obligation to use Endeavor for consulting

Since acquiring Endeavor this contract was eliminated upon consolidation.

For the six months ended June 30, 2025 and

2024, Endeavor rendered services in the amount of $ 0

and $ 183,344 .

We have an existing note payable issued to Triple T, which is owned by Dr.

For the three months ended September 30, 2025 and 2024, the Company recorded crude oil purchases from WC Crude of $ 0 and $ 10,092,987 , respectively, and recognized deficiency payments of $ 637,000 and $ 661,186 , respectively.

For the nine months ended September 30, 2025 and 2024, the Company recorded crude oil purchases of $ 3,594,162 and $ 33,236,475 , respectively, and recognized deficiency payments of $ 1,759,917 and $ 661,186 , respectively.

In addition, SFD has an agreement to sell natural gas liquids and crude petroleum products to WC Crude, which are cash-net-settled at market prices.

The Company recognized related-party sales to WC Crude totaling $ 0 and $ 4,521,258 for the three months ended September 30, 2025 and 2024, respectively, and $ 1,585,306 and $ 9,599,740 for the nine months ended September 30, 2025 and 2024, respectively.

In the business combination which the Company acquired SFD and WCCC, the Company entered into a Shared Services Agreement with Endeavor Crude, LLC (“Endeavor”), an entity that shares a common beneficiary, James H.

Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC.

Under this agreement, the Company had the right, but not the obligation, to utilize Endeavor for consulting and related services.

Following the Company’s acquisition of Endeavor, the agreement was eliminated upon consolidation.

For the nine months ended September 30, 2025 and 2024, Endeavor rendered services totaling $ 0 and $ 596,341 , respectively.

The Company has an outstanding note payable to Triple T, an entity owned by Dr.

Khalid Bin Jabor Al Thani, the 51 % majority owner of Vivakor Middle East LLC.

The note is interest free, has no fixed maturity date and will be repaid from revenues generated by Vivakor Middle East LLC.

As of June 30, 2025 and 2024, the balance owed was $ 76,352 and $ 387,354 .

Upon the Closing of our acquisition of the Endeavor Entities on October 1, 2024, we acquired Trucking Transportation Agreement & Addendum with White Claw Crude, LLC (“WC Crude”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement, WC Crude must, through its own operations or source for the Company, a minimum volume of 75,000 barrels of product per day for our trucking logistics services.

The note is non-interest bearing, has no fixed maturity date, and is expected to be repaid from revenues generated by Vivakor Middle East LLC.

As of September 30, 2025 and December 31, 2024, the outstanding balance on the note was $ 476,352 and $ 404,121 , respectively.

Upon the closing of our acquisition of the Endeavor Entities on October 1, 2024, the Company assumed a Trucking Transportation Agreement and Addendum with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, James H.

Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC.

Under this agreement, WC Crude is required, through its own operations or by sourcing from third parties on the Company’s behalf, to provide a minimum of 75,000 barrels per day for the Company’s trucking logistics services.

The agreement expires on December 31, 2034.

For the six months ended June 30, 2025, the Company realized related party trucking revenue related to this agreement of $ 4,269,256 .

Upon the Closing of our acquisition of the Endeavor Entities on October 1, 2024, we acquired a Station Throughput Agreement with Posse

Wasson, LLC (Posse Monroe, LLC) (“Posse”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement,

Possee must source for the Company, a minimum volume of 230,000 barrels per month through our storage facility at $0.275 per barrel, guaranteeing

$759,000 of throughput revenue on an annual basis.

For the nine months ended September 30, 2025, the Company recognized related-party trucking revenue of $ 7,083,004 under this agreement.

Upon the closing of our acquisition of the Endeavor Entities on October 1, 2024, the Company acquired a Station Throughput Agreement with Posse Wasson, LLC (Posse Monroe, LLC) (“Posse”), an entity that shares a common beneficiary, James H.

Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC.

Under the agreement, Posse is required to source a minimum of 230,000 barrels per month through the Company’s storage facility at a fee of $0.275 per barrel, which guarantees a minimum of $759,000 of annual throughput revenue.

The agreement expires on December 31, 2034.

For the three and six months ended June

30, 2025, the Company realized revenue related to this agreement of $ 177,900 and $ 379,500 .

Upon the Closing of our acquisition of the

Endeavor Entities on October 1, 2024, we acquired a Station Throughput Agreement with WC Crude, who shares a beneficiary, James

Ballengee, with Jorgan and JBAH.

Under this agreement, WC Crude must source for the Company a minimum volume of 200,000 barrels per

month through our storage Omega Gathering Pipeline at $1.00 per barrel, guaranteeing $2,400,000 of throughput revenue on an annual

For the three and nine months ended September 30, 2025, the Company recognized $ 189,750 and $ 569,250 , respectively, in revenue under this related-party agreement.

Upon the closing of our acquisition of the Endeavor Entities on October 1, 2024, the Company acquired a Station Throughput Agreement with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, James H.

Ballengee, with Jorgan Development, LLC and JBAH Holdings, LLC.

Under the agreement, WC Crude is required to source a minimum of 200,000 barrels per month through the Company’s Omega Gathering Pipeline at a fee of $1.00 per barrel, which guarantees a minimum of $2,400,000 of annual throughput revenue.

The agreement expires on December 31, 2034.

For the three and six months ending June 30, 2025, the Company realized

revenue related to this agreement of $ 428,670 and $ 807,205 .

The Company has two reportable operating segments, which consist of trucking logistics services and terminaling and storage product and services, and uses segment income/(loss) from operations to assess performance against forecasted results and allocate resources to its segments.

Segment income/(loss) from operations is determined on the same basis as consolidated income/(loss) from operations presented in the Company’s consolidated statements of operations.

For information purposes, we have reported separately “Corporate and Other”, which is not determined to be an operating segment, but allows for analysis of non-operating entities and shared services and personnel that support both of the operating segments.

Corporate and Other contains expenses for the corporate entity and non-operating entities, such as corporate overhead payroll expenses, stock-based compensation, corporate legal and audit expenses, impairment expense not related to operating segments, interest expense from loans at the corporate level, and amortization of intangible assets held at corporate and non-operating entities.

Our chief operating decision maker (CODM) is our

Chief Executive Officer, James Ballengee.

The CODM uses segment income/(loss) from operations before income taxes for purposes of allocating

resources and evaluating financial performance predominantly in the annual budget and forecasting process.

The CODM considers budget-to-actual

variances on a quarterly basis using the segment income/(loss) before taxes measure when making decisions about allocating capital and

personnel to the segments.

The CODM does not review assets in evaluating the results of the operating segments, and therefore, such information

is not presented.

Segment revenue, significant segment expenses, income/(loss) from operations, other income/(expense) and income/(loss)

before income tax for the three and six months ended June 30, 2025 are as follows:

Three Months Ended June 30, 2025

For the three and nine months ended September 30, 2025, the Company recognized $ 461,196 and $ 1,268,402 , respectively, in revenue under this related-party agreement.

On July 30, 2025, the Company and certain affiliated entities, together with a related party, entered into a Forbearance Agreement with Maxus Capital Group, LLC.

The related party, who serves as an executive officer and significant shareholder of the Company, was included among the obligors to the agreement.

The Forbearance Agreement acknowledged existing events of default and provided for revised payment terms through November 2025.

In connection with the agreement, the Company paid a forbearance fee of $ 250,000 in cash and issued restricted common stock valued at $ 250,000 .

The transaction was conducted on terms negotiated with an unaffiliated third party (Maxus Capital Group, LLC), and management believes the terms were reasonable and consistent with those that could have been obtained from an independent party.

As previously disclosed, during the quarter ended September 30, 2025, the Company completed the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, two wholly owned subsidiaries, pursuant to a Membership Interest Purchase Agreement dated July 30, 2025.

Various related-party notes and obligations associated with the divestiture are discussed in Note 6 — Loans and Notes Payable and should be read in conjunction with this note.

As previously disclosed in our periodic filings with the SEC, the Company historically reported two business segments:

crude oil transportation and facility services for terminaling and storage.

In August 2024, the Company launched supply and trading activities, and beginning with the third quarter of 2025, management determined that these activities meet the criteria for a reportable operating segment under ASC 280.

As a result, the Company now reports three operating segments:

transportation and logistics services, terminaling and storage services, and supply and trading.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.

The CODM evaluates operating performance and allocates resources using segment gross profit, which is determined on the same basis as consolidated gross profit presented in the Company’s condensed consolidated statements of operations.

The CODM does not review segment asset information in assessing performance or allocating resources;

therefore, segment assets are not presented.

Beginning in the third quarter of 2025, the Company no longer reports “Corporate and Other” as a separate category, as these activities do not constitute an operating segment and are not separately reviewed by the CODM.

Corporate-level expenses, including executive and shared services personnel costs, stock-based compensation, legal and audit expenses, and other overhead items, are now allocated to operating segments or included in consolidated results, as appropriate.

Segment revenue, significant segment expenses,

segment gross profit, other income (expense), and income (loss) before income taxes for the three and nine months ended September

30, 2025 are presented below.

Revenue generated from the newly formed Supply and Trading Segment was previously reported under the

Terminaling and Storage segment in the Company’s earlier periodic reporting in 2025 and Product Revenue in 2024.

Three Months Ended September 30, 2025

Schedule of segments

Transportation

Revenues- related party

and Logistics

related party

Total revenues

Cost of revenues

Operating expenses:

General and administrative

Amortization and depreciation

Total operating expenses

Loss from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Loss on disposition of asset

Interest income

Interest expense

Interest expense- related parties

Total other income (expense)

Loss before provision for income taxes

Consolidated net loss

Net loss attributable to noncontrolling interests

Net loss attributable to Vivakor, Inc.

Six Months Ended June 30, 2025

Three Months Ended September 30, 2024

Transportation

and Logistics

- related party

and administrative

and depreciation

operating expenses

from operations

income (expense):

gain (loss) on marketable securities

on disposition of asset

expense- related parties

other income (expense)

before provision for income taxes

Net loss attributable to noncontrolling interests

loss attributable to Vivakor, Inc.

Total revenues

Cost of revenues

Nine Ended September 30, 2025

Transportation

and Logistics

- related party

Total revenues

Cost of revenues

Nine Ended September 30, 2024

Transportation

and Logistics

- related party

Total revenues

Cost of revenues

Subsequent Events

The Company has evaluated subsequent events through

the date the financial statements were available to issue.

July 9, 2025, we entered into a Second Amendment to Loan Agreement and Registration Rights Agreement (the “Amendment”),

and an Additional Junior Secured Convertible Note (the “Additional Note”, together with the Amendment, the “New Loan

Documents”), under which we agreed to issue the Lender the Note in the principal amount of $ 5,940,000 .

Under the New Loan Documents,

we will receive net proceeds of $ 971,026 , with the remainder of the principal amount going to (a) a $ 176,000 origination fee, (b) an

aggregate of $3,232,975 (the “Holdback Amounts”) representing (i) a $891,000 holdback amount to be applied to pay the first

six Weekly Installment Payments when due under the Additional Note (hereinafter defined), (ii) $1,395,540 to be applied to pay the seven

past due Weekly Installment Payments under the Initial Note, plus accrued interest thereon, and (iii) $946,434 to secure and cover the

payment of the next six Weekly Installment Payments due under the Initial Note, (c) $20,000 to pay Lender’s legal fees, and (d)

and original issuance discount of $1,540,000.

The Note is payable over forty equal weekly installments of $148,500, which may be paid

in cash or, at the option of the Company once an applicable registration statement is effective, in free trading shares of its common

stock issued at a twenty percent (20%) discount to the lower of either the previous day’s closing price or the average of the four

lowest volume-weighted average prices during the prior twenty (20) trading days.

The Note does not bear interest unless in default and

is subject to mandatory prepayment upon the receipt of proceeds from identified sales of equity interests in the Company and/or the receipt

of certain extraordinary cash payments.

In the event we default on the terms of the Initial Note or the Additional Note, the conversion

price under the notes is a 50% discount to discount to the lower of either the previous day’s closing price or the average of the

four lowest volume-weighted average prices during the prior twenty (20) trading days.

The lender is secured by a junior lien in all assets

of the Company, subject to exceptions for existing debt covenants of the Company.

The Company reserved 15,000,000 shares of its common

stock for issuance in connection with a conversion under the Additional Note and the Company agreed to issue the Lender 150,000 shares

of its common stock as additional consideration for the loan (the “Commitment Shares”).

We received the funds under the New

Loan Documents on July 15, 2025.

July 9, 2025, we entered into a Forbearance and Amendment to Loan Agreement and Note, which amended the terms of the Loan Agreement,

Initial Note and RRA (the “Forbearance Agreement”).

Under the terms of the Forbearance Agreement:

(i) the Lender agreed to

loan us an additional amount up to $4,400,000 under similar terms as the Initial Note (funds from which we received on July 15,

2025, as set forth below), (ii) the Lender agreed to permit us to raise an additional $3,000,000 under terms set forth on Exhibit I of

the Loan Agreement, (iii) the filing date for the resale registration statement under the RRA was extended to July 18, 2025, (iv)

the Outstanding Principal Amount of the Initial Note was $6,151,783 on the Forbearance Agreement Effective Date, (v) the principal amount

under the Initial Note was increased to $6,766,961 (the “Amended Principal Amount”), representing 110% of the Outstanding

Principal Amount of the Note as of the Forbearance Agreement Effective Date, (vi) the Weekly Installment Payments under the Initial Note

stayed the same, (vii) the fee of $615,178 was added to the Amended Principal Amount of the Initial Note and shall be due and payable

by the Company on or before January 7, 2026, (viii) past due interest totaling $291,367, that has accrued between the Forbearance

Agreement Effective Date and the Effective Date, shall also be paid on or before January 7, 2026, and (ix) both the $615,178 fee

and the $291,367 of past due interest shall be paid in full in cash on or before January 7, 2026.

July 30, 2025, Vivakor Transportation, LLC, as Seller, executed and entered into a Membership Interest Purchase Agreement (the “Purchase

Agreement”) with Jorgan Development, LLC (“Jorgan”) to sell all of the issued and outstanding limited liability company

membership interests in and to Meridian Equipment Leasing, LLC, and Equipment Transport, LLC (the “Targets”), two indirectly

wholly-owned subsidiaries of Vivakor, Inc.

(“Vivakor”, and the “Transaction”, respectively).

The purchase price

paid to the Seller thereunder consisted of $11,058,235 USD to be remitted in Series A Convertible Preferred Stock of Vivakor, which shares

will no longer be considered outstanding or be entitled to the relevant annual dividend.

The purchase price is subject to upward or downward

adjustment based on any difference in net equity of the Targets as reflected by the Targets’ final financial results for the period

ending June 30, 2025.

The Targets were principally engaged in the truck transportation of oilfield produced water and associated

equipment leasing operations.

In connection with the Transaction, and among other agreements as further set forth in the Purchase Agreement,

(i) affiliates of Vivakor, and certain related parties controlled directly or indirectly by James H.

Ballengee, Vivakor’s Chairman,

President, and Chief Executive Officer (the “Ballengee Family Office Affiliates”) will amend and restate that certain Transition

Services Agreement dated October 1, 2024, to account for new and additional services to be provided by various parties thereto,

(ii) the parties will amend and restate that certain Secured Promissory Note dated August 15, 2022, by and between Vivakor, as Borrower,

and Jorgan Development, LLC, as Lender, reducing the payments to Lender thereunder by almost one-half (1/2), from ninety-nine percent

(99%) of certain free cash flow from certain of Vivakor’s terminal operations to fifty percent (50%) of free cash flow from such

operations, and (iii) Mr.

Ballengee and certain Ballengee Family Office Affiliates will voluntarily suspend the right to receive

dividends and distributions upon Series A Convertible Preferred Stock of Vivakor, held by them for the period from August 1, 2025

to January 1, 2026.

July 30, 2025, Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Silver Fuels Processing, LLC, CPE Gathering Midcon, LLC,

Vivakor, and Vivakor Transportation, LLC (collectively, the “Vivakor Obligors”), James H.

Ballengee, Vivakor’s Chairman,

President, and Chief Executive Officer, and certain related parties controlled directly or indirectly by Mr.

Ballengee (collectively,

the “Ballengee Obligors”), executed and entered into a Forbearance Agreement with Maxus Capital Group, LLC (“Maxus”

and the “Forbearance Agreement”, respectively).

Pursuant to the terms of the Forbearance Agreement, the Vivakor Obligors

and the Ballengee Obligors agreed that (A) various events of default have occurred and are continuing to occur with respect to (i) Master

Agreement No.

1450 dated March 17, 2020, by and between Maxus Capital Group, LLC, as Lessor, Silver Fuels Delhi, LLC, as Lessee,

and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1450 Lease”),

(ii) Master Agreement No.

1452 dated December 28, 2021, by and between Maxus Capital Group, LLC, as Lessor, Meridian Equipment Leasing,

LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively, the “1452

Lease”), (iii) Master Agreement No.

1462 dated December 28, 2021, by and between Maxus Capital Group, LLC, as Lessor, White

Claw Colorado City, LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee, and all Schedules and Leases made subject thereto (collectively,

the “1462 Lease”, and together with the 1450 Lease and the 1452 Lease, the “Maxus Leases”), (B) Maxus will forbear

and refrain from further action to enforce its rights under the Maxus Leases so long as no further events of default occur pursuant to

the Forbearance Agreement, and (C) pursuant to the Maxus Leases, the Vivakor Obligors and Ballengee Obligors will pay or cause to be

paid to Maxus the sum of $3,288,067 on or before September 1, 2025, the sum of $1,418,659 on or before October 1, 2025, the

sum of $1,500,000 on or before November 30, 2025, the sum of $3,000,000 on or before November 30, 2025, the sum of $41,012

per month pursuant to the 1450 Lease, the sum of $592,974 per month pursuant to the 1452 Lease, and the sum of $188,031 per month pursuant

to the 1462 Lease.

Upon the execution of the Forbearance Agreement, the Vivakor Obligors and Ballengee Obligors must remit to Maxus a

forbearance fee equal to (x) $250,000 cash and (b) restricted common shares of Vivakor in an amount equal to $250,000, priced per share

based on the average closing price for the three (3) days preceding their issuance.

On August 12, 2025, we entered into a Second

Amendment to the Employment Agreement with Les Patterson, which amended that certain Employment Agreement dated July 1, 2025, as amended.

Under the Amended Agreement, Mr.

Patterson accepted the position of Vice President and Chief Operating Officer of Vivakor, Inc.

for a base annual salary of $ 375,000 and annual equity compensation of shares of Vivakor’s common stock equal to not less than

$125,000, paid to Mr.

Patterson in four equal quarterly installments priced per share based on the volume-weighted average price for

the preceding five (5) NASDAQ trading days prior to the Effective Date or annual anniversary of the Amended Agreement, as applicable,

with the shares issued as registered common stock under a registered equity compensation plan.

Patterson will also receive a one-time

signing bonus of Two Hundred Fifty Thousand Dollars ($ 250,000 .00) of Vivakor common stock.

The Company has evaluated subsequent events through the date the financial statements were available to issue.

As previously reported, on March 17, 2025, the Company, issued a junior secured convertible promissory note (the “Initial Note”) to J.J.

(the “Lender”), in the principal amount of $ 6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”).

The Company received $ 5,000,000 , before fees.

The Company received the funds on March 18, 2025.

The Company received a number of conversion notices, converting amounts due under the Initial Note into shares of the Company’s common stock, namely:

On September 17, 2025, the Company received a Notice of Conversion to convert $ 200,000 of the Principal Amount into 720,072 shares of the Company’s common stock.

On September 26, 2025, the Company received a Notice of Conversion to convert $ 200,000 of the Principal Amount into 1,084,011 shares of the Company’s common stock.

On September 29, 2025, the Company received a Notice of Conversion to convert $ 700,000 of the Principal Amount into 5,235,602 shares of the Company’s common stock.

On October 2, 2025, the Company received a Notice of Conversion to convert $ 400,000 of the Principal Amount into 2,991,773 shares of the Company’s common stock.

On October 6, 2025, the Company received a Notice of Conversion to convert $ 500,000 of the Principal Amount into 3,496,503 shares of the Company’s common stock.

On October 10, 2025, the Company received a Notice of Conversion to convert $ 350,000 of the Principal Amount into 3,323,837 shares of the Company’s common stock.

On October 15, 2025, the Company received a Notice of Conversion to convert $ 350,000 of the Principal Amount into 3,796,095 shares of the Company’s common stock.

On October 16, 2025, the Company received a Notice of Conversion to convert $ 350,000 of the Principal Amount into 3,795,095 shares of the Company’s common stock.

On October 23, 2025, the Company received a Notice of Conversion to convert $ 400,000 of the Principal Amount into 3,923,492 shares of the Company’s common stock.

On November 7, 2025, the Company received a Notice of Conversion to convert $ 150,000 of the Principal Amount into 2,043,597 shares of the Company’s common stock.

On November 10, 2025, the Company received a Notice of Conversion to convert $ 150,000 of the Principal Amount into 1,827,040 shares of the Company’s common stock.

On November 14, 2025, the Company received a Notice of Conversion to convert $ 150,000 of the Principal Amount into 1,855,861 shares of the Company’s common stock.

On November 18, 2025, the Company received a Notice of Conversion to convert $ 150,000 of the Principal Amount into 2,354,788 shares of the Company’s common stock.

For each issuance the shares of common stock were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent.

In addition to the above issuances, on October 2, 2025 the Company issued the Lender 250,000 shares due as Commitment Shares under the Initial Note.

As previously reported, on July 9, 2025, the

Company entered into a Forbearance and Amendment to Loan Agreement and Note with the Lender, which amended the terms of the Loan Agreement,

Initial Note and RRA (the “ First Forbearance Agreement ”).

Under the terms

of the First Forbearance Agreement, the Lender agreed to loan us additional funds under a Second Junior Secured Promissory Note (the

“ Second Note ”) and agreed to forbear any default under the Initial Note in

exchange for certain consideration.

The information regarding this transaction was filed in a Current Report on Form 8-K filed with the

Commission on July 21, 2025.

On October 8, 2025, the Company entered into a Second Forbearance and Amendment to Loan Agreement and Notes, which amended the terms of the Loan Agreement, Initial Note, the RRA, the Second Note and the First Forbearance Agreement (the “ Second Forbearance Agreement ”).

Under the terms of the Second Forbearance Agreement:

(i) the Lender agreed to loan us an additional amount up to $ 2,450,000 , (ii) the Outstanding Principal Amount of the Initial Note was $ 2,259,319 .89 and the Outstanding Principal Balance on the Second Note was $ 5,685,805 .13 on the Forbearance Agreement Effective Date, (iii) the Lender provided notice of default to the under the Second Note, thereby accelerating all amounts due thereunder, (iv) the Lender agreed the Company was not in default of the Initial Note, Second Note or other Transaction Documents effective September 30, 2025 and to forbear declaring an Event of Default going forward and accelerating all amounts due under the Initial Note and the Second Note, subject to the Company complying with the terms of the Second Forbearance Agreement, (v) all amounts due under the Initial Note and the Second Note, with any accrued interest, will be due on or before November 30, 2025 , (vi) interest under the Initial Note and Second Note will continue at the default interest rate of 19 % , (vii) the conversion terms under the Initial Note and Second Note will remain on the Default Conversion Price under those instruments, and (viii) the Lender agreed to a standstill period until November 30, 2025, during which time the Lender will not declare an event of default or accelerate any payment obligations under the Initial Note or the Second Note, so long at the Company (a) pays interest at the Default Interest Rate on the Initial Note and the Second Note, (b) issues the Third Note to the Lender, and (c) pays in full all past due payments on the Initial Note and the Second Note on or before November 30, 2025.

In connection with the Second Forbearance Agreement the Lender agreed to loan the Company up to an additional $2,450,000.

On October 9, 2025, the Company entered and Lender into an Additional Junior Secured Convertible Note (the “ Third Note”) , under which the Company agreed to issue the Lender the Third Note in the principal amount of $ 1,620,000 , with the Company receiving proceeds of $ 1,152,000 before subtracting $ 53,000 for legal fees and origination fees.

The Company is obligated to repay the principal amount, plus any interest, in forty-two equal installment payments of $ 38,572 .

The Company received the first funds from the Third Note on October 9, 2025 with the remainder received on October 10, 2025.

As additional consideration for the Second Forbearance Agreement and the Third Note, the Company agreed to issue the Lender 286,000 shares of its common stock for $ 286 (the “Commitment Shares”).

As previously reported, on August 12, 2025, the Company issued a convertible promissory note to a non-affiliated accredited investor (the “Holder”), in the aggregate principal amount of $ 647,500 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holder (the “SPA”).

The Company received $ 550,000 in exchange for issuing the note.

In connection with the issuance of the note, the Company agreed to issue the Holder 82,500 shares of its common stock as additional incentive to enter into the SPA and the note.

The Company issued the shares with a restrictive legend on October 8, 2025.

On October 16, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (A) an aggregate of 8,417,645 shares (the “Shares”) of common stock, par value $ 0.001 per share (the “Common Stock”), of the Company, at an offering price of $ 0.2164 per share, and (B) 14,689,851 pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of Common Stock, at an offering price of $ 0.2154 (such registered direct offering, the “Offering”) for aggregate gross proceeds of approximately $ 5 million, before deducting Offering expenses payable by the Company, including the Placement Agent’s commissions and fees.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Offering closed on October 17, 2025.

The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $ 0.001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full.

The Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the Company’s outstanding Common Stock.

In connection with the Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with D.

Boral Capital LLC (the “Placement Agent”), pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the Offering, (ii) one percent (1.0%) of the gross proceeds of the Offering for non-accountable expenses, and (iii) reimbursed the Placement Agent for certain expenses and legal fees.

The Common Shares, the Pre-Funded Warrants and the shares of Common Stock underlying the Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on Form S-3 (File No.

333-269178) that was declared effective by the Securities and Exchange Commission (the “Commission”) on February 10, 2023 and a prospectus supplement dated October 16, 2025, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

On October 22, 2025, Vivakor Supply & Trading, LLC (“VST”), a wholly-owned subsidiary of the Company, entered into a Physical Commodity Intermediation Agreement (the “Intermediation Agreement”) with a single non-affiliated wholesaler, pursuant to which VST the wholesaler will provide credit support, including but not limited to letters of credit, surety bonds, cash deposits, and/or guarantees to sellers of physical commodities as an intermediary of VST for commodity trading activities, with a total availability up to $40 million in combined credit support to be extended from time to time.

On October 17, 2025, the Company entered into a Settlement Agreement (the “Samuelson Settlement Agreement”) with James Samuelson (“Samuelson”), in order to settle claims made by Samuelson that he was not paid for work performed for the Company, which claims formed the basis of a lawsuit entitled James Samuelson v.

Vivakor, Inc., James Ballengee, et al.

30-2025-01496877-CU-OE-CJC (Sup.

Orange Cty., Cal.—July 14, 2025) (the “Samuelson Lawsuit”).

Under the terms of the Samuelson Settlement Agreement the Company is obligated to pay Samuelson $100,000 on or before January 30, 2026, and issue Samuelson shares of its common stock as follows:

(i) $400,000 worth of shares on October 24, 2025, (ii) $400,000 worth of stock on November 3, 2025, (iii) $400,000 worth of stock on November 13, 2025, and (iv) $350,000 worth of stock on November 24, 2025 (together, the “Samuleson Shares”).

The Samuelson Shares will be issued unrestricted under the Company’s 2023 Equity Incentive Plan and registered on a Form S-8 Registration Statement and valued with an issuance price equal to a 20 percent discount of the average of the lowest 5 VWAPs over the prior 15 trading days prior to each issuance date.

The sale of the Samuelson Shares by Samuelson is subject to a Leak-Out Agreement, under which Samuelson cannot, in any 24-hour period, sell the Samuelson Shares in an amount representing more than the greater of (i) the total aggregate daily net proceeds from the sale of shares equaling $25,000;

(ii) 10% of the 90-day average trading volume;

or (iii) 10% of any given days’ trading volume as reported by Bloomberg, LP on the applicable day.

As a result of the Samuelson Settlement Agreement, all dates and deadlines related to the Samuelson Lawsuit have been taken off calendar by the Court, which will retain jurisdiction of the Samuelson Lawsuit through the final payment of the Samuelson Settlement Agreement consideration.

On October 30, 2025, the Company entered into a second securities purchase agreement (the “Second Purchase Agreement”) the Purchasers, pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (A) an aggregate of 10,600,000 shares (the “Second Offering Shares”) of Common Stock, of the Company, at an offering price of $ 0.18 per share, and (B) 3,566,666 pre-funded warrants (the “Second Pre-Funded Warrants”) in lieu of shares of Common Stock, at an offering price of $ 0.179 (such registered direct offering, the “Second Offering”) for aggregate gross proceeds of approximately $ 2.55 million, before deducting the Second Offering expenses payable by the Company, including the Placement Agent’s commissions and fees.

The Company intends to use the net proceeds from the Second Offering for working capital and general corporate purposes.

The Second Offering closed on October 31, 2025.

The Second Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share of Common Stock at any time until all of the Second Pre-Funded Warrants are exercised in full.

The Second Pre-Funded Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election by the holder prior to the issuance of any warrants, 9.99%) of the Company’s outstanding Common Stock.

In connection with the Second Offering, the Company also entered into a placement agency agreement (the “Second Placement Agency Agreement”) with Placement Agent, pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7% of the aggregate gross proceeds of the Second Offering, (ii) one percent (1.0%) of the gross proceeds of the Second Offering for non-accountable expenses, and (iii) reimbursed the Placement Agent for certain expenses and legal fees.

The Second Common Shares, the Second Pre-Funded Warrants and the shares of Common Stock underlying the Second Pre-Funded Warrants were offered pursuant to a “shelf” registration statement on Form S-3 (File No.

333-269178) that was declared effective by the Securities and Exchange Commission (the “Commission”) on February 10, 2023 and a prospectus supplement dated October 30, 2025, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

On November 5, 2025, the Company entered into a Settlement Agreement (the “Nelson Settlement Agreement”) with Tyler Nelson (“Nelson”), in order to settle claims made by Nelson that he was not paid for work performed for the Company, which claims formed the basis of a lawsuit entitled T yler Nelson v.

Vivakor, Inc., et al ., Case No.

30-2025-01503021-CU-OE-CJC (Sup.

Orange Cty., Cal.—Aug.

11, 2025) (the “Nelson Lawsuit”).

Under the terms of the Nelson Settlement Agreement the Company is obligated to pay Nelson as full satisfaction of all alleged wage losses and alleged non-wage damages:

(i) $250,000 on or before November 5, 2026, (ii) $100,000 within 30 days from the date of the Nelson Settlement Agreement, (iii) $100,000 within 60 days from the date of the Nelson Settlement Agreement, and (iv) $1,550,000 within 90 days from the date of the Nelson Settlement Agreement.

The Company paid Nelson the initial $250,000 payment.

Nelson was formerly the Company’s Chief Financial Officer and a Director.

As a result of the Nelson Settlement Agreement, all dates and deadlines related to the Nelson Lawsuit have been taken off calendar by the Court, which will retain jurisdiction of the Nelson Lawsuit through the final payment of the Nelson Settlement Agreement consideration.

On November 10, 2025, the Company entered into a Transition Agreement (the “Transition Agreement”) with Patrick Knapp (“Knapp”), the Company’s former Executive Vice President, General Counsel and Secretary, related to Knapp’s resignation from all positions he holds with the Company.

Under the terms of the Transition Agreement the Company is obligated to pay Knapp as full satisfaction of all alleged wages owed, bonuses, severance, unpaid benefits, etc.

and any alleged non-wage damages:

(i) $50,000 on the date of the Transition Agreement, (ii) $50,000 on or before December 31, 2025, and (iii) $100,000 worth of the Company’s common stock within three (3) trading days from the date of the Transition Agreement, which shares will be priced per share based on the average closing price for the three (3) prior exchange-traded days.

If requested by Knapp, the Company is obligated to issue Knapp additional shares of common stock until Knapp receives $100,000 from the sale of the common stock if he does not receive that amount from the sale of the initial shares.

The shares will be issued unrestricted under the Company’s 2023 Equity Incentive Plan as registered on a Form S-8 Registration Statement.

On November 10, 2025, Knapp resigned from this position as Secretary of the Company.

As a result, the Board of Directors appointed Kimberly Hawley as the Company’s Secretary, effective November 10, 2025.

Hawley is currently also the Company’s Executive Vice President and Chief Financial Officer.

As previously reported, on May 13, 2025, the Company,

issued a convertible promissory note (the “CT Note”) to ClearThink Capital Partners, LLC.

(the “CT Partners”),

in the principal amount of $ 294,117 .65 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between

the Company, its subsidiaries, and the Lender (the “Loan Agreement”).

The Company received $ 250,000 , before fees.

received the funds on May 14, 2025.

On November 14, 2025, the Company received a Notice of Conversion

(the “CT Notice of Conversion”) from CT Partners converting $ 323,528 of the Principal Amount and interest due under the CT

Note into 3,921,551 shares of the Company’s common stock (the “CT Shares”).

Pursuant to the terms of the CT Note and

the CT Notice of Conversion, the Company issued the CT Shares.

The CT Shares were issued without a Rule 144 restrictive legend pursuant

to a legal opinion received by the Company and its transfer agent.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements