What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-19 compared with 2025-08-19 · 235 added, 334 removed, 93 unchanged (86% of the section changed)

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No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

As used in this Quarterly Report on Form 10-Q

and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to Vivakor,

Inc., its wholly owned and majority-owned active subsidiaries, or joint ventures (collectively, the “Company”).

balances and transactions between consolidated entities are eliminated.

We have the following direct and indirect wholly-owned or majority-owned

active subsidiaries:

Endeavor Crude, LLC, a Texas limited liability company (since October 1, 2024), and Silver Fuels Processing,

LLC, a Texas limited liability company (since October 1, 2024), Meridian Equipment Leasing, LLC, a Texas limited liability company

(from October 1, 2024 to July 30, 2025), CPE Gathering Midcon, LLC, a Delaware limited liability company, Equipment Transport, LLC,

a Pennsylvania limited liability company (from October 1, 2024 to July 30, 2025), ET EmployeeCo, LLC, a Pennsylvania limited liability

company, Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City, LLC, a Texas limited liability company,

Vivaventures Remediation Corp., a Texas corporation, Vivaventures Management Company, Inc., a Nevada corporation, Vivaventures Oil Sands,

Inc., a Utah corporation, Vivakor Supply & Trading, LLC, a Texas limited liability company, Vivakor Administration, LLC, a Texas limited

liability company, Vivakor Midstream, LLC, a Texas limited liability company, Vivakor Operating, LLC, a Texas limited liability company,

Vivakor Transportation, LLC, a Texas limited liability company, and VM Facilities, LLC, a Texas limited liability company.

We have a 99.95%

ownership interest in VivaVentures Energy Group, Inc., a Nevada Corporation;

the 0.05% minority interest in VivaVentures Energy Group,

As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to Vivakor, Inc., its wholly owned and majority-owned active subsidiaries, or joint ventures (collectively, the “Company”).

Intercompany balances and transactions between consolidated entities are eliminated.

We have the following direct and indirect wholly-owned or majority-owned active subsidiaries:

Endeavor Crude, LLC, a Texas limited liability company (since October 1, 2024), Silver Fuels Processing, LLC, a Texas limited liability company (since October 1, 2024), Meridian Equipment Leasing, LLC, a Texas limited liability company (from October 1, 2024 to July 30, 2025), CPE Gathering Midcon (since October 1, 2024), LLC, a Delaware limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company (from October 1, 2024 to July 30, 2025), Gonzales Oilfield Truck & Equipment, LLC, a Delaware limited liability company, ET EmployeeCo, LLC, a Pennsylvania limited liability company, Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City, LLC, a Texas limited liability company, Vivaventures Remediation Corp., a Texas corporation, Vivaventures Management Company, Inc., a Nevada corporation, Vivaventures Oil Sands, Inc., a Utah corporation, Vivakor Supply & Trading, LLC, a Texas limited liability company, Vivakor Administration, LLC, a Texas limited liability company, Vivakor Midstream, LLC, a Texas limited liability company, Vivakor Operating, LLC, a Texas limited liability company, Vivakor Transportation, LLC, a Texas limited liability company, and VM Facilities, LLC, a Texas limited liability company.

We have a 99.95% ownership interest in VivaVentures Energy Group, Inc., a Nevada Corporation;

the 0.05% minority interest in VivaVentures Energy Group, Inc.

is held by a private investor unaffiliated with us.

We also have an approximate 49% ownership interest in Vivakor Middle East Limited

Liability Company and Vivakor Company Limited Liability Company, both Qatar limited liability companies.

Vivakor manages and consolidates

RPC Design and Manufacturing LLC, which includes a non-controlling interest investment from VivaOpportunity Fund, LLC, which is also managed

by VivaVentures Management Company, Inc.

We also have an approximate 49% ownership interest in Vivakor Middle East Limited Liability Company and Vivakor Company Limited Liability Company, both Qatar limited liability companies.

Vivakor manages and consolidates RPC Design and Manufacturing LLC, which includes a non-controlling interest investment from VivaOpportunity Fund, LLC, which is also managed by VivaVentures Management Company, Inc.

Business Overview

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(“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) crude oil transportation services, and (ii) facility services for terminaling and storage of crude oil and constituent petroleum products and byproducts, including waste streams.

Our transportation services primarily consist of trucking transportation of crude oil and constituent products, including crude oil waste streams, and pipeline transportation of crude oil via the Omega Gathering Pipeline.

Our truck transportation services are centered in Colorado’s DJ Basin, Central Oklahoma’s (STACK play, and the Permian and Eagle Ford Basins of Texas.

These basins are among the most active regions for oil and natural gas exploration and development in the United States.

1 On average, each new oil well in the Permian Basin produces approximately 1,300 barrels of crude oil or more per day.

2 We utilize a crude oil trucking fleet to transport oil to a network of facilities where we blend waste streams and off-spec grades of crude oil.

Immediate access to flexible and scalable truck transportation solutions are a vital component of oil and natural gas exploration and development.

Likewise, our Omega Gathering Pipeline is an approximately forty-five (45) mile crude oil gathering and shuttle pipeline in Blaine County, Oklahoma, the heart of the STACK play.

It is tied into the Cushing, Oklahoma storage hub via a connection to the Plains STACK Pipeline.

Our facilities services are comprised of fifteen (15) operated crude oil pipeline injection truck stations, the majority of which are centered in the Permian Basin.

In addition, we have two operational major crude oil terminaling facilities.

One is located in Colorado City, Texas, and is underpinned by a ten (10) year contract for a 100,000 per barrel per month minimum volume commitment.

The other, located in Delhi, Louisiana, is backed by a contract with Denbury Onshore, LLC, a subsidiary of ExxonMobil Corporation, and provides for the sale of 60,000 net barrels per month of crude oil.

Both facilities are located at the junction of several major interstate pipelines.

In addition, we are currently constructing a remediation processing center (“ RPC ”) strategically located at the San Jacinto River & Rail Park in Harris County, Texas.

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

The RPC features an adjacent, complimentary truck wash facility from which we expect to derive additional revenue.

We expect the RPC to commence operations in the fourth quarter of 2025.

In 2023, we moved our other full-capacity RPC to Kuwait, where we are currently in negotiations with Kuwait Oil Company to potentially use the RPC to clean sands contaminated with oil, primarily from production wells destroyed during the Persian Gulf War.

https://www.resilience.org/stories/2024-07-03/the-status-of-u-s-oil-production-2024-update-everything-shines-by-dimming

https://www.eia.gov/petroleum/drilling/

Beginning in the third quarter of 2025, the Company revised its segment structure to better reflect the way management evaluates operating performance and allocates resources.

As a result, the Company now reports three operating and reportable segments, transportation and logistics, terminaling and storage services, and supply and trading, compared with two segments reported in prior periods.

The change primarily reflects the growth and increased operational significance of our supply and trading activities and enhances transparency into our operating performance.

These segments work together to support the reliable movement of crude oil from production areas to key market hubs across the Permian Basin, Eagle Ford Basin, and mid-continent regions.

Our transportation and logistics services include the trucking and pipeline transportation of crude oil and related hydrocarbon products.

Trucking operations are based in the DJ Basin, the STACK play in Central Oklahoma, and the Permian and Eagle Ford Basins in Texas, where our crude-oil trucking fleet transports volumes from production sites to our terminaling, storage, and blending facilities.

We also operate the 45-mile Omega Gathering Pipeline in Blaine County, Oklahoma, which connects to the Plains STACK Pipeline and provides direct access to the Cushing, Oklahoma storage hub.

These assets offer flexible and scalable crude-oil movement solutions that support our terminaling and supply activities across multiple producing regions.

Our terminaling and storage segment includes crude oil facilities in Colorado City, Texas, and Delhi, Louisiana, strategically located hubs at major pipeline intersections that support the receipt, handling, blending, storage, and distribution of crude oil and petroleum products.

These terminals play a critical role in our midstream network and support our supply and trading activities.

Our supply and trading segment enhances our commercial reach by purchasing, aggregating, marketing and reselling crude oil, condensate, natural gas liquids and related hydrocarbon products.

Operating as a core component of our integrated midstream platform, the segment connects production, transportation, terminaling, and end-market delivery.

The Company is also investing in future growth through the development of Remediation Processing Centers (“RPCs”), with our first facility under construction at the San Jacinto River & Rail Park in Harris County, Texas.

Once operational, the RPC is expected to process oilfield solid wastes into economically valuable byproducts such as condensate, propane, and butane and will include an adjacent truck wash facility.

The remediation segment will be reported separately and incorporated into operations upon commencement of commercial activity.

Overall, our business strategy is centered on building an integrated midstream and environmental services platform that supports operational efficiency, enhances market access for customers, and positions the Company for long-term growth.

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.

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The Buyer of such entities is controlled by James Ballengee, our Chairman, President, and Chief Executive Officer.

The sale is subject to a one-time post-closing purchase price adjustment based on the sold subsidiaries’ financial results as reflected on Vivakor’s Form 10-Q Quarterly Report for the period ended June 30, 2025, which will be settled in Series A Convertible Preferred Stock of Vivakor, Inc.

Prior to consummating the Water Trucking Sale, we transferred certain assets and liabilities between affiliates to comply with pre-existing debt covenants, facilitate crude oil trucking operations, and minimize potential operational disruption to our crude oil-focused businesses.

The sale was subject to a one-time post-closing purchase price adjustment based on the sold subsidiaries’ financial results as reflected on Vivakor’s Form 10-Q Quarterly Report for the period ended June 30, 2025, however, no adjustment was required, and the consideration remained unchanged.

Prior to consummating the Water Trucking Sale, we transferred certain assets and liabilities between companies and certain affiliates (namely James Ballengee and entities he controls) to comply with pre-existing debt covenants, facilitate crude oil trucking operations, and minimize potential operational disruption to our crude oil-focused businesses.

In connection with the Water Trucking Sale, and among other agreements as further set forth in the Water Trucking Sale Agreement, (i) affiliates of Vivakor, and the Ballengee Family Office Affiliates, amended and restated 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 amended and restated 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 from ninety-nine percent (99%) of Monthly Free Cash Flow, as defined therein, to fifty percent (50%) of Monthly Free Cash Flow, and (iii) Mr.

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held by them for the period from August 1, 2025 to January 1, 2026.

Reclassifications

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

Recent Developments

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

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

The Company received $5,000,000, before deduction of closing fees (the “Loan”).

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 (the “Commitment Shares”).

On May 20, 2025, we issued an aggregate of 1,764,964 shares of our restricted common stock for three months of dividends to the holders of our Series A Preferred Stock.

Of those shares, 1,384,311 were issued to Jorgan Development, LLC and 13,983 were issued to JBAH Holdings, LLC, both of which are controlled by James Ballengee, our Chief Executive Officer.

Between May 14, 2025 and June 9, 2025, we issued convertible promissory notes (the “Notes”), to seven non-affiliated accredited investors (the “Holders”), in the aggregate principal amount of $5,911,764 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holders (the “SPA”).

Under the terms of the SPA and the Notes, we received $5,025,000 prior to deducting placement agent fees of $391,500, Holders attorney’s fees of $20,000 and escrow fees of $5,000.

The Notes matures twelve months from the date of issuance, have a 15% original issuance discount, have a one-time ten percent (10%) interest charge applied at the issuance date, and is convertible at eighty percent (80%) of the lower of (a) the closing price of the Company’s common stock as traded on either the Nasdaq or the New York Stock Exchange or the NYSE Amex Exchange (as applicable) on the trading day immediately prior to the date a notice of conversion is submitted in writing to the Company under the Note (each a “Notice Date”), or (b) the average of the four lowest VWAPS over the twenty (20) trading days prior to the applicable Notice Date.

In connection with the issuance of the Notes, we issued the Holders 753,750 shares of our common stock as additional incentive to enter into the SPA and the Notes.

As stated above, on March 17, 2025, Vivakor, Inc.

(the “Company”), issued a junior secured convertible promissory note (the “Initial Note”) to J.J.

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”).

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The Company received the funds on March 18, 2025.

In relation to the Loan Agreement, the Company also entered into a Registration Rights Agreement with the Lender (the “RRA”), under which the Company was obligated to file a resale registration statement with the SEC registering any shares of its common stock issuable under the Note no later than sixty (60) days after closing.

On 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 $3,232,976 (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.

On 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.

On July 19, 2025, the Board of Directors of Vivakor received notice from Tyler Nelson, Vivakor’s Chief Financial Officer and Member of the Board of Directors of his resignation from such positions effective immediately.

On July 24, 2025, Vivakor Administration, LLC (the “Company”) entered into an executive employment agreement with Kimberly Hawley (the “Employment Agreement”) with respect to her appointment as Executive Vice President, Chief Financial Officer, and Treasurer of the Company and Vivakor, Inc.

Pursuant to the Employment Agreement, Ms.

Hawley will receive annual compensation of $350,000.

Additionally, Ms.

Hawley shall be eligible for performance bonus compensation as further set forth therein.

The Employment Agreement may be terminated by either party for any or no reason, by providing five business days’ notice of termination, but a termination without cause will trigger certain severance provisions, including a lump sum payment equal to one (1) calendar year’s pay.

On 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.

On 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 $1,418,660 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 $41,012.06 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) $250,000.00 cash and (b) restricted common shares of Vivakor in an amount equal to $250,000.00, priced per share based on the average closing price for the three (3) days preceding their issuance.

Pursuant to a Transition Agreement dated August 3, 2025, by and between Vivakor and Vivakor Administration, LLC, as Company, and Russ M.

Shelton (the “Transition Agreement), Mr.

Shelton, resigned his position as Executive Vice President and Chief Operating Officer of the Company, concurrent therewith and agreed to assist in transitioning his responsibilities to his replacement.

Shelton’s resignation is not the result of any disagreement with Vivakor or its independent auditors regarding its accounting or financial practices.

On August 12, 2025, we entered into a Second Amendment to the Employment

Agreement with Les Patterson (the “Amended Agreement”), which amended that certain Employment Agreement dated July 1, 2025,

Under the Amended Agreement, Mr.

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

in exchange 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.

The Employment Agreement may be terminated

by either party for any or no reason, by providing five business days’ notice of termination, but a termination without cause will

trigger certain severance provisions, including a lump sum payment equal to six (6) months pay.

Patterson will also receive a one-time

signing bonus within seven (7) days from signing the Amended Agreement of Two Hundred Fifty Thousand Dollars ($250,000.00) of Vivakor

common stock, which shall be issued pursuant to Vivakor’s Form S-8 Registration Statement filed with the U.S.

Securities and Exchange

Commission and shall be priced per share based on the volume-weighted average price for the preceding five (5) NASDAQ trading days prior

to the date of this Second Amendment.

Results of Consolidated Operations for the Three Months Ended June 30, 2025 and 2024

For the three months ended June 30, 2025 and 2024 we realized revenues of $29,099,446 and $16,181,122, respectively, representing an increase of $12,918,324 or 79.8%.

The increase in revenue is primarily attributed to the sales of logistics and terminaling realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

in September 2025 and continuing through November 18, 2025, the Lender delivered multiple conversion notices pursuant to

the terms of the Initial Note.

In aggregate, the Lender converted $4.05 million of outstanding principal into approximately 34.5

million shares of the Company’s common stock at contractually discounted conversion prices.

Each issuance was made without a

Rule 144 restrictive legend based on legal opinions obtained 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.

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 to conform to the 2025 presentation.

Change in Segment Reporting

Beginning in the third quarter of 2025, we revised our segment reporting structure to better reflect how the chief operating decision maker evaluates performance and allocates resources across the business.

Historically, we reported two operating segments:

crude oil transportation and terminaling and storage services.

In August 2024, we launched supply and trading activities, and during the third quarter of 2025, management determined that these activities had expanded sufficiently in scope and scale to meet the criteria for a reportable operating segment under ASC 280.

As a result, beginning with this quarterly period, we now report three operating segments:

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

Revenue generated from supply and trading were previously reported under Terminaling and Storage in 2025 and Product Revenue in 2024.

Concurrent with this change, we no longer report “Corporate and Other” as a separate category, as these activities do not represent an operating segment and are not separately reviewed by our chief operating decision maker.

Corporate expenses, including executive and shared services personnel, stock-based compensation, professional fees, and other overhead costs, are now allocated to the operating segments or reflected in consolidated results, as appropriate.

Our chief operating decision maker uses segment gross profit as the primary measure of performance for evaluating operating results and making decisions regarding the allocation of capital and resources.

The change in segment structure aligns our external reporting with the manner in which management now views and manages the business following the expansion of our commercial and trading platform.

The results discussed below reflect the updated segment structure for all current-period activity.

Prior-period segment information has been recast, where applicable, to conform to the current presentation.

The change in reportable segments did not impact the Company’s consolidated financial statements for prior periods other than reclassifications to conform prior period segment information to the current presentation.

Results of Consolidated Operations for the three months ended September 30, 2025 and 2024

For the three months ended September 30, 2025 and 2024 we realized revenues of $16,981,385 and $15,916,423, respectively, representing an increase of $1,064,962 or 6.7%.

The increase in revenue is primarily attributed to higher activity within our transportation and logistics and terminaling and storage services segments realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

Cost of Revenue

For the three months ended June 30, 2025 and 2024, our cost of revenues consisted primarily of costs associated with selling oil and natural gas liquid as well as the operations from our newly acquired businesses in logistics, which was acquired through our business combination which closed on October 1, 2024.

For the three months ended June 30, 2025 and 2024, costs of revenue were $24,519,777 and $15,070,308, respectively, representing an increase of $9,449,469 or 62.7%.

The increase in the cost of revenue is primarily attributed to the cost of goods sold for our logistics and terminaling realized through the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

For the three months ended June 30, 2025 and 2024 we realized gross profit of $4,579,669 and $1,110,814, respectively, representing an increase of $3,468,855 or 312.28%.

The gross profit increased in proportion to the revenue and costs of revenue related to the purchase and sale of our oil and natural gas liquid products.

For the three months ended September 30, 2025 and 2024, our cost of revenues consisted primarily of costs associated with selling the purchase and sale of crude oil and related hydrocarbon products as well as the operations from our newly acquired businesses in transportation and logistics and terminaling and storage services, which was acquired through our business combination which closed on October 1, 2024.

For the three months ended September 30, 2025 and 2024, costs of revenue were $12,261,886 and $14,190,073, respectively, representing a decrease of $1,928,187 or 13.59%.

The decrease in the cost of revenue is primarily attributed to the cost of goods sold for our transportation and logistics and terminaling and storage services segments realized through the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

For the three months ended September 30, 2025 and 2024 we realized gross profit of $4,719,499 and $1,726,350, respectively, representing an increase of $2,993,149 or 173%.

The gross profit increased in proportion to the revenue and costs of revenue related activity within our transportation and logistics and terminaling and storage services segments realized through the operations of our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

Operating Expenses

For the three months ended June 30, 2025

For the three months ended September 30, 2025

and 2024, we realized operating expenses of $13,750,500 and $3,684,987, which represents an increase of $10,065,513, or 273%.

Our operating

expenses increased due to the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our

business combination, which closed on October 1, 2024.

Interest Expense

For the three months ended June 30, 2025

was primarily driven by the inclusion of operating costs from the Endeavor Entities acquired on October 1, 2024, as well as a $5.0

million legal reserve recorded during the quarter for matters determined to be probable and reasonably estimable.

Interest Expense and Loss on Conversion of Debt

For the three months ended September 30, 2025

and 2024, we realized total interest expense of $14,439,961 and $641,244, which represents an increase of $13,798,717, or 2,152%.

was primarily due to debt instruments entered into during the second quarter of 2025, along with the net effect of accrued interest on

debt and finance leases assumed in connection with the acquisition of the Endeavor Entities on October 1, 2024.

increase was primarily driven by refinancing and forbearance arrangements entered into during the period, which resulted in the recognition

of unamortized original issue discount and deferred financing cost write-offs, along with default-related fees.

Interest expense also

increased due to finance lease and debt obligations assumed in the acquisition of the Endeavor Entities on October 1, 2024, as well

as the effects of the Maxus Capital Group forbearance agreement.

In addition to higher interest expense, we recognized a loss on conversion of debt of $9,828,868 during the three months ended September 30, 2025, compared to $177,550 during the three months ended September 30, 2024.

The loss resulted from (i) the conversion of $1.1 million of outstanding convertible debt into common stock at contractually discounted conversion prices significantly below market value, creating a non-cash charge for the excess fair value of shares issued, and (ii) the recognition of an estimated derivative liability associated with the remaining convertible notes due to the lender’s ability to convert the debt at discounted default-based conversion prices.

This derivative liability is reflected within Other Liabilities on the condensed consolidated balance sheet and totaled $8,728,527 as of September 30, 2025.

Unrealized Gain/Loss on Marketable Securities

For the three months ended June 30, 2025 and 2024, we reported an unrealized loss of $1,731,160 and an unrealized loss of $0, which represents an increase of $1,731,160.

For the three months ended September 30, 2025 and 2024, we reported an unrealized loss of $170,674 and an unrealized gain of $826,377, which represents an increase of $977,051.

Our marketable securities were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gains or losses as noted above.

Segment Operating Results for the Three Months Ended June 30, 2025 and 2024

Segment Operating Results for the three months ended September 30, 2025 and 2024

Operating Results of our Terminaling and Storage Segment :

Revenues- related party

Terminaling and Storage Segment - For the three months ended September 30, 2025

related party

Total revenues

Cost of revenues

Operating expenses:

General and administrative

Amortization and depreciation

Total operating expenses

Gain (loss) from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Loss on disposition of asset

Gain deconsolidation of subsidiary

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.

The increase in revenue is primarily attributed to the net effect of our buy-sell agreements of crude petroleum products through the Enbridge North Dakota pipeline, which contracts we entered into in November 2024, where we realized revenue from these contacts in the amount of $17,087,318 for the three months ended June 30, 2025, and decreased volumes sold through our Silver Fuels Delhi facility as we continue to renegotiate our agreements with Exxon Mobile Corporation, who purchased the Denbury, Inc.

facility that is attached to our pipeline facility and purchases our product from the Silver Fuels Delhi facility.

Cost of Revenue

The increase in the cost of revenue is primarily attributed to the net effect of our buy-sell agreements of crude petroleum products through the Enbridge North Dakota pipeline, which contracts we entered into in November 2024, where we realized costs of revenue from these contacts in the amount of $17,045,502 for the three months ended June 30, 2025, and decreased volumes sold through our Silver Fuels Delhi facility as we continue to renegotiate our agreements with Exxon Mobile Corporation, who purchased the Denbury, Inc.

facility that is attached to our pipeline facility and purchases our product from the Silver Fuels Delhi facility.

Terminaling & Storage Segment generated $0.9 million of total revenues for the three

months ended September 30, 2025, all of which was earned from related-party storage and throughput arrangements.

had no activity in the prior-year period, as it was acquired as part of the Endeavor Entities on October 1,

Cost of revenues totaled $0.3 million , resulting in gross profit of $0.6

million for the quarter.

Revenue generated from Supply and Trading were previously reported under terminaling and storage in

prior reporting periods in 2025 and product revenue in 2024.

Operating Results of our Transportation Logistics Segment :

Revenues- related party

Transportation & Logistics - For the three months ended September 30, 2025

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

Gain deconsolidation of subsidiary

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.

$ (7,599,961 )

This operating segment in its entirety was acquired from our business combination acquisition of the Endeavor Entities’ businesses, which closed on October 1, 2024.

Operating Results of our Corporate and Other :

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.

Revenues- related party

The Transportation & Logistics Segment generated $7.2 million in total revenues for the three months ended September 30, 2025, including $2.5 million of related-party revenue.

This segment had no revenue in the prior-year period, as it was acquired as part of the Endeavor Entities on October 1, 2024.

Cost of revenues totaled $5.9 million, resulting in gross profit of $1.35 million for the quarter.

Revenue and gross profit reflect continued trucking and pipeline transportation activity across the Permian, Eagle Ford, DJ Basin, and STACK play following integration of the Endeavor operations.

Operating Results of our Supply and Trading Segment :

Supply & Trading Segment - For the three months ended September 30, 2025

related party

Total revenues

Cost of revenues

Operating expenses:

General and administrative

Amortization and depreciation

Total operating expenses

Loss from operations

(2,807,5603 )

Other income (expense):

Unrealized gain (loss) on marketable securities

(8,655,900 )%

Loss on disposition of asset

Gain deconsolidation of subsidiary

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.

$ (4,784,369 )

$ (2,998,859 )

$ (1,785,510 )

Operating Expenses

Our operating expenses increased due to the acquisition of the workforce of the Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024, including multiple new executives and administrative personnel, and hired additional consultants.

Unrealized Gain/Loss on Marketable Securities

Our marketable securities are considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gains as noted above.

Results of Consolidated Operations for the Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2025 and 2024 we realized revenues of $66,439,737 and $32,202,513, respectively, representing an increase of $34,237,224 or 106.3%.

The Supply & Trading Segment generates revenue from the purchase, blending, and resale of crude oil and related hydrocarbon products.

Revenues were $8.9 million for the three months ended September 30, 2025, compared to $15.9 million in 2024, a decrease of $7.1 million, or 44%, primarily due to lower sales volumes and the absence of related-party transactions that contributed to higher revenues in the prior year.

Revenue generated from supply and trading were previously reported under terminaling and storage in 2025 and Product Revenue in 2024.

Cost of revenues decreased 57%, from $14.2 million

in 2024 to $6.1 million in 2025, largely reflecting the decrease of in total revenues for the same period.

As a result, segment gross profit increased to $2.8 million for the three months ended September 30, 2025, compared to $1.7 million in 2024, an increase of $1.1 million, or 62%.

Crude-oil sales values within this segment continue to be influenced by domestic benchmark pricing and quality differentials associated with blended crude streams, while profitability is driven primarily by blend economics, sourcing costs, and market demand for specific crude qualities.

Results of Consolidated Operations for the nine months ended September 30, 2025 and 2024

For the nine months ended September 30, 2025 and 2024 we realized revenues of $83,421,122 and $48,118,936, respectively, representing an increase of $35,302,186 or 221.79%.

Cost of Revenue

For the six months ended June 30, 2025 and 2024, our cost of revenues consisted primarily of costs associated with selling oil and natural gas liquid as well as the operations from our newly acquired businesses in logistics, which was acquired through our business combination which closed on October 1, 2024.

For the six months ended June 30, 2025 and 2024, costs of revenue were $57,101,634 and $30,023,562, respectively, representing an increase of $27,078,072 or 90.19%.

For the six months ended June 30, 2025 and 2024 we realized gross profit of $9,338,103 and $2,178,951, respectively, representing an increase of $7,159,152 or 328.56%.

The gross profit increased in proportion to the revenue and costs of revenue related to the purchase and sale of our oil and natural gas liquid products.

For the nine months ended September 30, 2025 and 2024, our cost of revenues consisted primarily of costs associated with selling the purchase and sale of crude oil and related hydrocarbon products as well as the operations from our newly acquired businesses in transportation and logistics and terminaling and storage services, which was acquired through our business combination which closed on October 1, 2024.

For the nine months ended September 30, 2025 and 2024, the costs of revenue were $69,363,520 and $44,213,635, respectively, representing an increase of $25,149,885 or 177.24%.

The increase in the cost of revenue is primarily attributed to the cost of goods sold for our transportation and logistics and terminaling and storage services segments realized through the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.

For the nine months ended September 30, 2025 and 2024 we realized gross profit of $14,057,602 and $3,905,301, respectively, representing an increase of $10,152,301 or 588.08%.

Operating Expenses

For the six months ended June 30, 2025 and

2024, we realized operating expenses of $22,557,295 and $6,648,287, which represents an increase of $15,909,008, or 239.3%.

Our operating

expenses increased due to the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our

business combination, which closed on October 1, 2024.

Interest Expense

For the six months ended June 30, 2025 and

2024, we realized total interest expense of $5,567,908 and $923,987, which represents an increase of $4,643,921, or 502.6%.

was primarily due to debt instruments entered into during the second quarter of 2025, along with the net effect of accrued interest on

debt and finance leases assumed in connection with the acquisition of the Endeavor Entities on October 1, 2024.

For the nine months ended September 30, 2025

and 2024, we realized operating expenses of $36,307,795 and $10,333,274, which represents an increase of $25,974,521, or 704.87%.

increase was primarily driven by the inclusion of operating costs from the Endeavor Entities acquired on October 1, 2024, as well

as a $5.0 million legal reserve recorded during the quarter for matters determined to be probable and reasonably estimable.

Interest Expense and Loss on Conversion of Debt

For the nine months ended September 30, 2025

and 2024, we realized total interest expense of $20,007,869 and $1,565,231, which represents an increase of $18,442,638, or 2,876.07%.

The increase was primarily driven by refinancing and forbearance arrangements entered into during the period, which resulted in the recognition

of unamortized original issue discount and deferred financing cost write-offs, along with default-related fees.

Interest expense also

increased due to finance lease and debt obligations assumed in the acquisition of the Endeavor Entities on October 1, 2024, as well

as the effects of the Maxus Capital Group forbearance agreement.

In addition to higher interest expense, we recognized a loss on conversion of debt of $9,828,868 during the nine months ended September 30, 2025, compared to $0 on September 30, 2024.

The loss reflects (i) the conversion of a portion of outstanding convertible debt into common stock at contractually discounted conversion prices significantly below market value, resulting in a non-cash charge for the excess fair value of shares issued, and (ii) the recognition of a derivative liability associated with the remaining convertible notes due to the lender’s ability to convert the debt at similarly discounted prices.

This derivative liability is reflected within Other Liabilities on the condensed consolidated balance sheet and totaled $8,728,527 as of September 30, 2025.

Unrealized Gain/Loss on Marketable Securities

For the six months ended June 30, 2025 and

2024, we reported an unrealized loss of $78,406 and $82,618, which represents a decrease of $4,22, or 5.10%.

Our marketable securities

were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets

resulting in aggregate unrealized gains or losses as noted above.

Segment Operating Results for the Six Months Ended June 30, 2025 and 2024

For the nine months ended September 30, 2025 and 2024, we reported an unrealized loss of $249,080 and an unrealized gain of $743,739, which represents a decrease of $992,819, or 120.14%.

Segment Operating Results for the nine months ended September 30, 2025 and 2024

Operating Results of our Terminaling and Storage Segment :

Revenues- related party

Terminaling and Storage Segment - For the nine months ended Sept 30, 2025

- related party

Total revenues

Cost of revenues

Operating expenses:

General and administrative

Amortization and depreciation

Total operating expenses

Gain (loss) from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Loss on disposition of asset

Gain deconsolidation of subsidiary

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.

The increase in revenue is primarily attributed to the net effect of our buy-sell agreements of crude petroleum products through the Enbridge North Dakota pipeline, which contracts we entered into in November 2024, where we realized revenue from these contacts in the amount of $30,357,128 for the six months ended June 30, 2025, and decreased volumes sold through our Silver Fuels Delhi facility as we continue to renegotiate our agreements with Exxon Mobile Corporation, who purchased the Denbury, Inc.

facility that is attached to our pipeline facility and purchases our product from the Silver Fuels Delhi facility.

Cost of Revenue

The increase in the cost of revenue is primarily attributed to the net effect of our buy-sell agreements of crude petroleum products through the Enbridge North Dakota pipeline, which contracts we entered into in November 2024, where we realized costs of revenue from these contacts in the amount of $30,288,928 for the six months ended June 30, 2025, and decreased volumes sold through our Silver Fuels Delhi facility as we continue to renegotiate our agreements with Exxon Mobile Corporation, who purchased the Denbury, Inc.

facility that is attached to our pipeline facility and purchases our product from the Silver Fuels Delhi facility.

For the nine months ended September 30, 2025, the Terminaling & Storage Segment generated $2.6 million of total revenues, all of which was earned under related-party terminaling and storage agreements.

This segment had no activity in the prior-year period, as it was acquired in the business combination completed on October 1, 2024.

Cost of revenues totaled $0.6 million, resulting in gross profit of $2.1 million for the period.

Revenue generated from supply and trading were previously reported under terminaling and storage in 2025 and product revenue in 2024.

Operating Results of our Transportation Logistics Segment :

Revenues- related party

Transportation & Logistics - For the nine months ended September 30, 2025

- 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

Gain deconsolidation of subsidiary

Interest income

Interest expense

Interest expense- related parties

Total other income (expense)

Loss before provision for income taxes

(13,322,134 )

Consolidated net loss

(13,322,134 )

Net loss attributable to noncontrolling interests

Net loss attributable to Vivakor, Inc.

$ (13,322,134 )

This operating segment in its entirety was acquired from our business combination acquisition of the Endeavor Entities’ businesses, which closed on October 1, 2024.

Operating Results of our Corporate and Other :

Revenues- related party

The Transportation & Logistics Segment generated $30.6 million in total revenues for the nine months ended September 30, 2025, including $8.9 million of related-party revenue.

This segment did not generate revenue in the prior-year period, as it was acquired as part of the Endeavor Entities on October 1, 2024.

Cost of revenues totaled $20.6 million, resulting in gross profit of $10.0 million.

Current-period results reflect the first full operating cycle under Company ownership, driven by crude-oil trucking operations in the Permian, Eagle Ford, DJ Basin, and STACK play, as well as activity on the Omega Gathering Pipeline.

Operating Results of our Supply and Trading Segment :

Supply& Trading Segment - For the nine months ended Sept 30, 2025

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

Gain deconsolidation of subsidiary

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.

$ (6,558,964 )

$ (4,848,767 )

$ (1,710,197 )

Operating Expenses

Unrealized Gain/Loss on Marketable Securities

The following table sets forth the primary sources and uses of cash and cash equivalents for the six months ended June 30, 2025 and 2024 as presented below:

Net cash (used) in operating activities

Revenues in the Supply & Trading Segment were $47.9 million for the nine months ended September 30, 2025, compared to $31.0 million in 2024, an increase of $16.9 million, or 55%, driven by higher third-party sales volumes and expanded commercial activity.

Related-party revenues decreased from $17.1 million in the prior-year period to $2.2 million, a decline of $14.9 million, or 87%, due to the completion of prior-year related-party arrangements that did not recur in 2025.

Revenue generated from supply and trading were previously reported under terminaling and storage in 2025 and product revenue in 2024.

Cost of revenues increased 9%, from $44.2 million in 2024 to $48.1 million in 2025, reflecting higher crude-oil purchase volumes and changes in sourcing mix associated with increased third-party transactions, partially offset by the reduction in related-party purchases.

Gross profit decreased to $2.0 million for the nine months ended September 30, 2025, compared to $3.9 million in 2024, a decline of $1.9 million, or 48%, primarily due to margin compression on blended crude-oil sales and shifts in market differentials during the period.

Segment results continue to be influenced by domestic benchmark pricing and quality differentials associated with blended crude streams, while profitability is determined largely by sourcing economics, blend margins, and demand for specific hydrocarbon products.

The following table sets forth the primary sources and uses of cash and cash equivalents for the nine months ended September 30, 2025 and 2024 as presented below:

September 30,

Net cash provided by operating activities

Net cash provided (used) in investing activities

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Liquidity and Capital Resources

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 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.

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 million.

As of September 30, 2025 and December 31, 2024, we had a working capital deficit of approximately $62.3 million and $101.5 million, respectively.

As of September 30, 2025, we had cash of approximately $1.2 million, 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.

1 unchanged sentence

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

As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $3,665,156 and $3,676,992 which includes $3.2 million and $3 million as restricted cash, respectively.

For the six months ended June 30, 2025 and 2024, our net cash used in operating activities was mainly comprised of net effect of the consolidated net loss of $20,070,150 and $5,243,781, and our depreciation and amortization of $12,702,552 and $1,997,473.

For the six months ended June 30, 2025 and 2024, we realized stock-based compensation of $690,350 and $1,138,052 in lieu of using cash.

We also experienced an increase in accounts receivable of $17,309,724 and $845,872, an increase in prepaid expenses of $1,583,825 and $105,509, and an increase in accounts payable and accrued expenses of $14,297,080 and $2,331,635.

For the six months ended June 30, 2025, our net cash from investing activities of $1,860,000 was attributed to proceeds from the sale of property and equipment.

For the six months ended June 30, 2024, our net cash used in investing activities was $2,176,798 attributed to our purchase of equipment related to the manufacturing of our RPC, wash plant facilities, and a White Claw Colorado City site extension on our pipeline.

Our net cash provided by our financing activities was mainly attributed to the net effect of the following events:

For the six months ended June 30, 2025 and 2024, we received proceeds of $10,396,612 and $3,132,959 related to the issuance of notes and other loans to third parties, and proceeds of $1,911,432 and $635,150 related to the issuance of notes and other loans from related parties.

For the six months ended June 30, 2025 and 2024, we paid notes payable and lease liabilities of $4,812,898 and $477,610 to third parties, and paid notes payable and lease liabilities of $1,164,601 and $700,478 to related parties.

Capitalized interest on construction in process was none and $656,492 for the six months ended June 30, 2025 and 2024.

There are no further existing firm obligations;

however, we anticipate further construction costs of approximately $1.5 million in connection with our construction of our Texas remediation and wash plant facilities.

As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $1,191,766 and $3,676,992 which includes $892,124 and $3 million as restricted cash, respectively.

For the nine months ended September 30, 2025 and 2024, our net cash provided by operating activities was mainly comprised of net effect of the consolidated net loss of $54,358,617 and $6,983,978, and our depreciation and amortization of $15,735,409 and $3,062,416.

For the nine months ended September 30, 2025 and 2024, we realized stock-based compensation of $1,179,223 and $1,626,409 and stock-based compensation – consultant of $1,206,000 and $0 in lieu of using cash.

We also experienced $15.9 million of non-cash interest charges, a $9.8 million loss on conversion of debt, and a $1.2 million loss on the disposition of assets.

Working capital changes also contributed to operating cash flows, most notably a $16.3 million increase in accounts payable and accrued expenses, partially offset by increases in accounts receivable and prepaid expenses.

In the prior-year period, the modest operating cash inflow largely reflected significantly lower non-cash charges and a smaller working capital impact.

Net cash provided by investing activities was $1.7 million for the nine months ended September 30, 2025, driven primarily by $2.4 million of proceeds from the sale of property and equipment, partially offset by $0.7 million of divestiture-related cash returned.

In contrast, for the nine months ended September 30, 2024, the Company used $2.4 million in investing activities related to equipment purchases for the remediation processing centers, wash plant facilities, and a pipeline extension.

Net cash used in financing activities totaled $8.5 million for the nine months ended September 30, 2025.

This reflected substantial payments on notes payable and finance lease obligations totaling $28.5 million, partially offset by $15.3 million of proceeds from third-party loans and $4.7 million of proceeds from related-party loans.

For the nine months ended September 30, 2024, financing activities provided $2.1 million, driven by borrowings and proceeds from the sale of common stock.

The Company did not capitalize any interest during the nine months ended September 30, 2025, compared to $1.0 million of capitalized interest during the same period in 2024.

Although the Company had no firm contractual commitments for capital expenditures as of September 30, 2025, management anticipates approximately $1.5 million of additional expenditures related to the continued development of its Texas remediation and wash plant facilities.

Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us.

2 unchanged sentences

Contractual Obligations

Our contractual obligations as of June 30, 2025 for finance lease liabilities are for certain land, property, plant, and equipment, which leases end in 2025 and 2026.

Finance lease obligations as of June 30, 2025 are as follows:

Our contractual obligations as of June 30, 2025 for operating lease liabilities are for office warehouse space, land, and truck yards, which leases end in 2026 through 2027, except for a land lease which ends in 2042.

Contractual payments under operating lease obligations as of June 30, 2025 are as follows:

Remaining 2025

Our contractual obligations as of September 30, 2025 for finance lease liabilities are for certain land, property, plant, and equipment, which leases end in 2025.

Finance lease obligations as of September 30, 2025 are as follows:

Our contractual obligations as of September 30, 2025 for operating lease liabilities are for office warehouse space, land, and truck yards, which leases end in 2026, except for a land lease which ends in 2042.

Contractual payments under operating lease obligations as of September 30, 2025 are as follows:

Total undiscounted lease payments

Imputed interest

Present value of lease payments

Interest Rate and Market Risk

17 unchanged sentences

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 2. Management’s Discussion and Analysis