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Item 1. Business

2026-04-15 compared with 2025-04-15 · 176 added, 294 removed, 47 unchanged (91% of the section changed)

Item 1 - Business

We operate in two main business segments:

(i) transportation logistics services and (ii) terminaling and storage facility products 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, which are 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 Those same wells produce approximately 10,000 barrels or more of produced water per day 3 , historically considered a waste product.

We utilize one of the largest combined oil and produced water trucking fleet in the United States 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.

Access to immediate, flexible, scalable transportation is a vital component of oil and natural gas exploration and development, as is the efficient takeaway, treatment, reuse, and/or disposal of commodities associated with oil and gas production.

Transportation and terminaling of crude oil is also conducted utilizing our Omega Gathering Pipeline, which is an approximately forty-five (45) mile integrated crude oil gathering and pipeline in Blaine County, Oklahoma, in the heart of the STACK play.

The line is tied into the Cushing, Oklahoma storage hub via the Plains STACK Pipeline.

We also own and operate fifteen (15) crude oil pipeline injection truck stations, primarily centered in the Permian Basin.

Our terminaling and storage product and services primary 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, and their operations should give our marketing division a key competitive advantage in sales of resulting blends in critical markets once that business is developed.

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

In addition to our two operating business segments, 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.

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

Vivakor, Inc.

was originally organized in 2006 as a Nevada limited liability company and converted to a Nevada corporation in 2008.

Since then, we have grown through strategic acquisitions and the development of our integrated midstream platform, which provides crude oil transportation, terminaling, and marketing services across major U.S.

producing basins.

Key milestones include the 2022 acquisition of our terminaling facilities in Colorado City, Texas and Delhi, Louisiana, and the 2024 acquisition of our trucking, pipeline, and storage operations (hereinafter the “Endeavor Entities”).

We have also developed Remediation Processing Centers (“RPCs”) capable of recovering hydrocarbons from oil-contaminated materials, with prior trials in Kuwait achieving Category A approval under the United Nations-funded Kuwait Environmental Remediation Project.

Today, we operate through a network of wholly-owned and majority-owned subsidiaries, enabling integrated management of our transportation, facilities, marketing, and remediation businesses while supporting ongoing growth and operational efficiency.

We currently operate across three business segments that together provide integrated midstream services related to the transfer, storage and trading of oil and constituent products, namely:

(i) crude oil transportation, (ii) terminaling and storage facility services, and (iii) marketing and trading.

We expect to begin operations in a fourth segment, remediation services, which remains under development and is expected to commence operations in the first quarter of 2026.

Our transportation and facility operations form the foundation of our business, while our marketing and trading activities focus on the buying and selling of oil and oil-related commodities with the goal of expanding market opportunities and diversifying revenue streams.

The remediation segment, once operational, is expected to further extend our service offerings by providing treatment and recycling solutions for oilfield waste and related materials.

Our crude oil transportation segment includes both trucking and pipeline operations.

We transport crude oil and constituent products, including crude oil waste streams, using a trucking fleet and pipeline infrastructure serving Colorado’s DJ Basin, Central Oklahoma’s STACK play, and the Permian and Eagle Ford Basins of Texas, which are among the most active oil and gas producing regions in the United States.

We also operate the Omega Gathering Pipeline, a 45-mile crude oil gathering and shuttle system in Blaine County, Oklahoma, connected to the Plains/P66 STACK Pipeline and the Cushing, Oklahoma storage hub.

Our transportation services provide producers with immediate, scalable transportation solutions and deliver oil to facilities where off-spec grades and waste streams can be blended.

Our terminaling and storage facilities segment owns and operates ten crude oil pipeline injection truck stations and two major terminaling facilities strategically located at key pipeline junctions.

Our Colorado City, Texas terminal is supported by a 10-year contract with a minimum 100,000-barrel-per-month volume commitment.

Our CP Omega terminal, linked by a 42-mile company-owned pipeline, connects to the Plains/P66 STACK Pipeline and the Cushing hub.

In addition, our Delhi, Louisiana terminal is backed by a contract with Denbury Onshore, LLC (a subsidiary of ExxonMobil Corporation) for the sale of 60,000 net barrels per month.

These facilities provide direct access to multiple demand centers and offer our producers consistent, secured pipeline capacity to transport production efficiently to end markets.

Our marketing and trading division manages the purchase, sale, and distribution of commodities, primarily crude oil, condensate, natural gas liquids, and refined or processed oil products such as atmospheric tank bottoms, naphtha, and other light hydrocarbons.

In addition, oil recovered from tank bottoms and other hydrocarbon-bearing materials processed at our Remediation Processing Center (“RPC”), which is included within our remediation segment, is expected to be marketed and sold once operational.

These activities further leverage our transportation and facility network to capture value across the energy supply chain.

By integrating marketing, logistics and remediation with our core transportation and terminaling operations, we seek to maximize asset utilization, expand revenue opportunities, and provide producers with comprehensive midstream solutions from production through end markets.

Our remediation segment will include the RPC being developed at the San Jacinto River & Rail Park in Harris County, Texas, which is expected to complete commissioning in the first quarter of 2026.

The RPC is designed to process up to 800 tons per day of oilfield waste, tank bottoms, vessel residues, and contaminated soils from spills.

The facility will also include an adjacent truck wash station that is expected to provide certified cleanouts, creating an additional revenue stream.

Beyond the RPC, this segment is intended to support additional domestic waste treatment and recycling initiatives, further extending our capabilities and enhancing the sustainability of our integrated midstream platform by reducing environmental impact and promoting responsible resource management.

Our website is www.vivakor.com .

Principal Services

Our Transportation Assets

Through the Endeavor Entities (as defined herein), we own and operate a combined fleet of more than 500 commercial tractors and trailers for the hauling of crude oil and produced water.

On a daily basis, our trucking fleet hauls approximately 50,000 barrels of crude oil, tank bottoms, and petroleum wastes, and approximately 31,000 barrels of produced water.

In addition, we own and operate a crude oil pipeline and exclusive connected blending and processing facility in Blaine County, Oklahoma.

Our oilfield trucking fleet is one of the largest in America, and though we are predominantly located in the Permian and Eagle Ford Basins, we have a presence in most major oil-producing basins.

We principally operate in locales with significant petroleum reserves and continuous drilling activity undertaken by high-quality, well-capitalized producers, such as Marathon Oil Company, ConocoPhillips, Phillips 66, BP, Civitas, and others.

Our customers consist of a mix of major producers, petroleum marketers, and refiners.

We have strategically organized our transportation business around “anchor” station and terminal assets, and utilize multiple entities with federal motor carrier licenses, governmental certificates and approvals to haul hazardous and non-hazardous oilfield commodities, dealership licenses, captive insurance, and fixed-fee maintenance & repair contracts to capture economics generally unavailable to our smaller peers.

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/

https://www.aogr.com/magazine/frac-facts/permian-embraces-produced-water-recycling

In addition to crude oil hauling, we own and operate one of the largest produced water trucking fleets in America.

Produced water naturally exists in underground formations and is brought to the surface during crude oil and natural gas production throughout the entire life of an oil or natural gas well.

When a well is initially brought online, vast quantities of produced water must be reliably transported away in order for these wells to remain in production.

The takeaway, recycling, and disposal of produced water require both integrated, flexible logistics and access to disposal wells where volumes of water can be injected and sequestered or facilities where it can be treated and sold for beneficial reuse.

In order to more efficiently manage our respective businesses, we, together with Pilot Water Solutions, LLC (“ Pilot ”), an affiliate of Berkshire Hathaway-backed portfolio company Pilot Travel Centers LLC, entered into an agreement establishing an Area of Mutual Interest within twenty-five (25) miles of certain of Pilot’s saltwater disposal wells (“ SWDs ”).

In connection therewith, we mutually solicit and work with producers to transport and dispose of produced water at Pilot’s SWDs.

This arrangement not only provides “anchor assets” around which our produced water fleet may more reliably obtain freight from premier producers, which we expect to result in additional produced water freight volumes in the Permian and Eagle Ford Basins, but also additional transportation freight revenue for us derived from other Pilot relationships.

In 2024, the Endeavor Entities hauled approximately 4.64 million barrels of produced water to Pilot’s SWDs for our shared customers with Pilot.

We also own the Omega Gathering Pipeline, which is an approximately forty (45) mile integrated crude oil gathering and pipeline in Blaine County, Oklahoma, in the heart of the STACK play.

The STACK play is tied into the Cushing, Oklahoma storage hub via the Plains STACK Pipeline.

The asset principally derives revenue on a fee basis for transportation and terminaling services, and, among other customers, is underpinned by two key agreements:

(a) ten (10) year Gathering and Dedication Agreement with Validus Energy II Midcon, LLC, which exclusively dedicates crude oil production across more than 36,000 acres in the STACK play to the Omega Gathering Pipeline, and (b) a ten (10) year Station Throughput Agreement with White Claw Crude, LLC (“WC Crude”) for a minimum volume commitment of 100,000 barrels of crude oil per month.

WC Crude is controlled by James Ballengee, our Chief Executive Officer.

Our trucking fleet also hauls approximately 1,000 barrels per day into stations located on the Omega Gathering Pipeline originated by our own marketing division and our customers, including White Claw Crude.

In addition, we have a marketing business in the early stages of developing its business.

The marketing business has an experienced crude marketing manager and once the business develops we believe it will bolster trucking volumes and help us manage seasonal swings in the trucking business and larger basin-centric drilling trends.

Our Facilities

We own and operate fifteen (15) 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 an Oil Storage Agreement with WC Crude, who shares a beneficiary, James Ballengee (our Chief Executive Officer), 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 our subsidiary, White Claw Colorado City, LLC (“WCCC”).

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

The agreement expires on December 31, 2031.

We received tank storage revenue of approximately $1,800,000 for the years ended December 31, 2024 and 2023, respectively.

The other facility is located in Delhi, Louisiana.

This facility has an amended Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which WC Crude supplies volumes of crude petroleum to our subsidiary, Silver Fuels Delhi, LLC, a Louisiana limited liability company (“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 Supply Agreement expires on December 31, 2031.

For years ended December 31, 2024 and 2023, we have made crude oil purchases from WC Crude of $41,777,857 and $36,740,922, respectively.

In addition, SFD entered into a sales agreement on April 1, 2022 with WC Crude to sell a natural gas liquid (NGL) product to WC Crude.

SFD sells the NGL stream at a profit to WC Crude.

We produced and sold natural gas liquids to WC Crude in the amount of $10,790,417 and $11,268,005 for the years ended December 31, 2024 and 2023, respectively.

All of our facilities principally obtain volumes from our own trucking fleet or from customer pipelines.

At our Colorado City, Texas facility, we are currently constructing a new pipeline connecting to a major intrastate transmission pipeline, which will allow us to blend and market economic barrels (cheaper produced/sourced barrels compared to local competing barrels) to new markets, and which we expect will provide incremental revenue.

In addition, we are currently constructing a 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 and butane.

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

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

Our Commodities Marketing Business

Our petroleum marketing division principally trades petroleum commodities, including crude oil, natural gas liquids, and related hydrocarbons, around our facilities and utilizing our transportation assets.

Marketing activities help us bolster operations, diversify revenue streams, and manage market risk at our facilities, and complement our transportation assets by maximizing utilization and taking advantage of economies of scale.

Our marketing division, Vivakor Supply & Trading, was organized in August 2024 and benefits from certain credit-related contracts with WC Crude, as well as WC Crude’s network of relationships in the midstream industry.

Our Remediation Processing Centers and Wash Plant

Houston, Texas

On May 23, 2023, our subsidiary White Claw Colorado City, LLC (“WCCC”), supplemented an existing Master Agreement (the “Master Agreement”) with Maxus Capital Group, LLC (“Maxus”), under a two year agreement, which Maxus agreed to finance the build-out of a new facility to be located on the land leased by our subsidiary, VivaVentures Remediation Corp., in Houston, Texas.

Maxus has funded the entire amount it agreed to pay, approximately $2.2 million, plus additional funding of $2.1 million to finance the build-out of the Houston location, which was done in the form of a finance lease for the wash plant.

The Company has contributed $2.7 million to the construction of the facility.

We will lease the wash plant facility from Maxus under WCCC’s supplement to the Master Agreement.

During the construction phase of this agreement, we control the asset with construction costs funded by Maxus.

A third RPC has been manufactured and we are planning on deploying it at this new wash plant facility.

We anticipate we will begin trial operations at the Houston facility around the fourth quarter of 2025.

We will need to raise additional funds in order to complete the buildout of the Houston facility.

We presently plan to utilize our first two manufactured RPCs in Kuwait.

We are currently negotiating with the Kuwait Oil Company (KOC) to potentially perform soil remediation services using our RPCs for the Kuwait Environmental Remediation Project (KERP), which is a multi-billion dollar project funded by the United Nations (UN) to clean up the oil that was spilled during the Gulf Wars and still polluting the desert.

Our smaller-capacity RPC conducted trials in Kuwait to show the effectiveness of the RPC technology.

The polluted material contained as little as 7% oil by weight and as much as 18% oil by weight.

All trials were overseen by Enshaat Al Sayer (Enshaat), the main contractor with KOC for the project, Al Dali International for Gen.

Trading & Cont.

(“DIC”) and KOC itself.

In all of the trials, the RPC successfully reduced the oil content in the soil to as little as 0.02% which led to us receiving a Category A approval.

It is our understanding that we are the only technology that has been able to process soil with 18% oil to under 1% oil (we were at 0.02% oil) and receive a Category A certification.

We do not know if we will be successful in entering into an agreement with KOC to perform soil remediation services on the KERP, and if we are, when those services would begin.

During 2023, we entered into an agreement to move our Vernal RPC to Kuwait to commence scaled up remediation services, as the Vernal plant was not producing product toward its off-take agreement, which further delayed our anticipated operations.

Furthermore, in the fourth quarter of 2023, Enshaat (the original contractor chosen for the remediation of certain cleanup for the Kuwait Environmental Remediation Project (KERP) notified us that it terminated its subcontract with DIC, which effectively terminated DIC’s prior contract with us.

We continue to negotiate the terms for an agreement directly with Kuwait Oil Company for the remediation services on the KERP.

At December 31, 2024, we evaluated these events and determined that our inability to obtain a new agreement with Enshaat or Kuwait Oil Company to work on the KERP in 2024 was a trigger event requiring analysis for potential impairment.

While we believe we will enter into an agreement with Kuwait Oil Company at some point, we cannot ensure an agreement will be executed and, therefore, have assessed an impairment loss of the assets related to our Kuwait RPCs of $7,047,179 for the year ended December 31, 2024.

Additionally, we assessed the impact of the impairment loss, including the impact on our ancillary agreements.

Ancillary to our prospective Kuwait RPC operations, we had an exclusive license agreement for the development and use of a nanosponge technology and have assessed an impairment loss of the nanosponge license of $1,530,496 for the year ended December 31, 2024.

Market Opportunity

Transportation logistics Services

On October 1, 2024, as part of the Endeavor Entities acquisition, we acquired several special purpose entities operating as an integrated trucking fleet providing crude oil and produced water transportation logistics services.

The fleet is anchored by key customers in the Permian and Eagle Ford basins, including a take-or-pay contract with WC Crude.

We are presently seeking additional acquisition or development opportunities within the traditional midstream oil and gas sector which are complementary to our existing facilities which provide us with an opportunity to capture more of the energy value chain.

Specifically, we are looking for trucking fleet and/or pipeline injection and storage acquisitions that would allow us to grow market share by controlling more in-basing transportation and pipeline assets with term commitments from marketers and producers.

Facilities Services

Colorado City

In April 2022, we purchased a special purpose entity that owns and operates a crude oil terminaling facility in Colorado City, Texas, at the junction of two major interstate pipelines outbound from the Permian Basin to key markets in Cushing, Oklahoma and Houston, Texas.

The facility provides crude oil blending, processing, remediation, storage, and transportation logistics services and is anchored by a long-term take-or-pay contract with WC Crude.

In April 2022, we purchased a special purpose entity that owns and operates a crude oil terminaling facility in Delhi, Louisiana, Texas, which is supported by long-term marketing contracts with Denbury Onshore, LLC, a subsidiary of ExxonMobil Oil Corporation, and WC Crude.

The facility provides crude oil blending, processing, remediation, storage, and transportation service and is connected to Denbury facilities via pipeline.

We secured a site location to mobilize, commission, and operate the Company’s RPC technology, which is anticipated to be on the land lease we entered into in December 2022 for approximately 3.5 acres of land in Houston, Texas (commonly known as The San Jacinto River & Rail Park).

The Land Lease is for an initial term of 126 months and may be extended for an additional 120 months.

We are in the process of obtaining the required state and local permits, which are prerequisites to us being able to commence quality control testing with our RPC.

After the RPC is set up and tested in Houston, Texas we intend to begin trial operations, currently planned for the fourth quarter of 2025.

As noted above, we are currently negotiating with the Kuwait Oil Company (KOC) to potentially perform soil remediation services using our RPCs in Kuwait for the Kuwait Environmental Remediation Project (KERP).

The United Nations (UN) had allocated up to $14.7 billion for post-Iraq war reparations in order to clean up Kuwait.

Kuwait suffered extensive contamination as a result of the 1991 Persian Gulf War.

The oil recovered from these projects in Kuwait is considered a sovereign asset, so the ability to reclaim this asset also creates a social value for the country.

Due to the timeline outlined by the U.N.

to remediate all of the contaminated sand exhibiting greater than 7% contamination, we are hopeful we can arrange further agreements through KOC to utilize our technology in Kuwait.

Truck Stations

On October 1, 2024, as part of the Endeavor Entities acquisition, we acquired a network of fifteen (15) truck-to-pipeline injection stations located on key interstate pipelines to major crude oil markets, principally in the Permian Basin.

These stations are strategically located near core production areas and provide crude oil blending, processing, remediation, and pipeline injection services.

They are connected to key interstate and intrastate pipelines serving Cushing, Oklahoma, Houston, Texas, and other markets.

Our Technologies

Our transportation, terminaling and storage operations are not reliant on unique technologies.

We do own and/or license a number of technologies that we believe will allow us to effectively operate our remediation and recovery business if we get the RPCs into operations.

These technologies include:

patents and pending foreign applications related to remediating contaminated soil and recovering usable hydrocarbons, (ii) automation software enabling us to maximize efficiencies in our RPCs by ultimately allow us to remotely operate the RPCs twenty-four hours a day from anywhere around the world, and (iii) a license that will enable us to upgrade the hydrocarbons recovered from our remediation process.

Since we were anticipating testing this license with our RPCs in Kuwait the licenses have been fully impaired on our financial statements for the year ended December 31, 2024 since we fully-impaired our RPCs in Kuwait on our financial statements for that period.

Crude Oil Transportation Segment

We operate one of the largest independent midstream truck fleets in North America and maintain a diversified portfolio of complementary assets and facilities.

This segment gathers, transports, and purchases crude oil, condensate, NGLs, and oil byproducts across the Permian Basin, Eagle Ford Shale, and the Anadarko Basin’s STACK Play.

Our operations form the foundation of our integrated midstream platform, enabling efficient movement of production to downstream markets.

Our 45-mile Omega Gathering Pipeline connects the Plains/P66 STACK Pipeline to the Cushing, Oklahoma storage hub, creating a scalable link between regional production and national markets.

Our customers include leading producers, marketers, and refiners such as Marathon Oil Company, ConocoPhillips, Phillips 66, BP, Civitas, and Validus.

Terminaling and Storage Facilities Segment

We operate strategically located gathering stations and terminals within the nation’s most active crude oil producing basins.

Our portfolio includes ten crude oil pipeline injection truck stations, primarily in the Permian Basin, and two major terminaling facilities.

These assets provide direct access to multiple demand centers and support producers with reliable takeaway capacity.

Our facilities are supported by long-term commercial agreements, including minimum volume commitments and take-or-pay arrangements, which provide visibility into throughput and cash flows.

Colorado City, Texas Facility – Underpinned by a long-term “take-or-pay” agreement requiring a minimum of 100,000 barrels per month through 2031, with Jorgan Development, LLC, a related party affiliated with our Chairman, President, and Chief Executive Officer, James Ballengee.

Delhi, Louisiana Facility – Supported by minimum-volume and resale-margin commitments under agreements with third parties.

CP Omega Terminal – A 42-mile pipeline-connected terminal linked to the Plains/P66 STACK Pipeline and the Cushing hub, offering fee-based transportation and terminaling services under long-term producer contracts.

Marketing and Trading Segment

Launched in August 2024, our Marketing and Trading segment manages the purchase, marketing, and resale of commodities, namely, crude oil, condensate, natural gas liquids (NGLs), and refined products such as atmospheric tank bottoms and naphtha.

This segment operates as part of our integrated midstream platform, utilizing our transportation and terminaling network in Texas, Oklahoma, and Louisiana to facilitate efficient product movement and optimize market access.

We generally purchase hydrocarbons from producers and counterparties at market-based index prices, less transportation and marketing fees, and resell them under contract to refiners and end users.

We expect this segment to market oil recovered from tank bottoms and other hydrocarbon-bearing materials processed at our Remediation Processing Center (“RPC”), once the facility becomes operational.

By integrating marketing and logistics with our core operations, we enhance asset utilization and seek to improve margins, and expand our service offerings to producers and refiners across the value chain.

Remediation Processing Segment

Our Remediation Processing Center (“RPC”), located at the San Jacinto River & Rail Park in Harris County, Texas, is expected to begin operations in the first quarter of 2026.

We expect this facility to process up to 800 tons per day of oilfield waste, tank bottoms, and contaminated soils, recover valuable hydrocarbons for resale through our marketing division, and include a truck and container washout station to generate additional revenue.

The RPC and associated equipment are financed under Master Agreement No.

1462 with Maxus Capital Group, LLC, and are designed to produce saleable byproducts such as condensate, propane, and butane, which we expect will enhance the value of our integrated midstream platform.

Market Opportunity and Competitive Position

midstream sector continues to benefit from sustained crude oil and natural gas liquids production across key basins such as the Permian, Eagle Ford, and Anadarko, which have driven a significant portion of recent U.S.

production growth (Source:

Energy Information Administration).

This expansion is increasing demand for reliable, flexible, and environmentally responsible transportation, storage, and processing infrastructure.

At the same time, evolving regulatory requirements and sustainability initiatives are increasing the importance of hydrocarbon recovery, recycling, and remediation services.

Our integrated platform positions us to participate in these market trends.

We maintain available transportation and terminaling capacity that allows us to scale with customer volumes and respond to production activity in our operating regions.

Our facilities are strategically located near major pipeline systems and demand centers, providing direct market access and competitive delivery options.

The planned Remediation Processing Center (“RPC”) is expected to enhance our ability to recover and market hydrocarbons from oilfield waste, further expanding our service offerings.

With anchor contracts from established customers such as Jorgan Development, LLC and Validus Energy II Midcon, LLC, we benefit from baseline volumes while retaining flexibility to pursue incremental throughput and storage opportunities.

This combination of contractual visibility, available capacity, and geographic reach positions us to pursue additional market opportunities as U.S.

production levels remain elevated and environmental standards evolve.

By leveraging our integrated network and pursuing selective acquisitions and organic development, we seek to increase utilization, improve margins, and strengthen our competitive position across the midstream value chain.

Our transportation, terminaling, and storage operations do not rely on proprietary technologies.

For remediation operations, we own and/or license:

patents and pending foreign applications for contaminated soil remediation and hydrocarbon recovery.

Automation software enabling 24/7 remote operation of RPCs.

A license to upgrade hydrocarbons recovered during remediation.

These technologies position us to operate RPCs efficiently and create additional value through recovered hydrocarbons.

Competitive Strengths

Transportation and Facilities

We offer our customers a streamlined commercial process and fully-flexible last-minute logistics through agreements that provide immediate revenue and establish long-term relationships.

Our customers actively seek to enter into agreements to use our trucking and facility resources because of our strategic locations, key remediation and reuse abilities, and locations in the core of the Permian and Eagle Ford Basins.

Consequently, we believe that we are well situated to receive favorable terms from our customers.

Additionally, as our customers conduct development activities they install additional infrastructure, such as solids processing and water reuse infrastructure.

This additional infrastructure provides the opportunity for us to attract additional customers who can take advantage of that infrastructure to pursue new commercial opportunities that drive increased use of our trucking fleet and facilities and generate incremental revenue for us.

Our customers use our trucking and terminal resources in a variety of ways, including for:

The transportation of petroleum and waste commodities, including tank bottoms and produced water;

The blending, processing, and remediation of crude oils, tank bottoms, and waste products to more economic grades accepted by the market;

The transportation, disposal, and beneficial reuse of produced water;

General resource management, including scavenging, recovering, and making economic volumes of waste products used by the foregoing.

Our transportation and facilities revenue is primarily generated from recurring transportation freight, long-term facilities contracts, and marketing activities around the same assets from customers who use and rely upon our assets and facilities to operate their own businesses.

Additionally, the contracts underlying our fee-based revenue streams generally include inflation escalators and, when combined with our relatively low operating and capital expenditure requirements, position us to generate the opportunity for superior free cash flow growth over time relative to other inflation-exposed businesses that incur significant operating costs and capital expenditures.

Our management team also provides us with a competitive edge as it has a more than seventy combined years of executive experience in the energy industry, with a proven history of value creation.

Notably, our management team has grown the Endeavor Entities into one of the largest crude oil and produced water midstream flexible logistics companies in the United States.

Integrated Midstream Platform:

Our operations span transportation, terminaling, marketing, and remediation, enabling vertical control and efficiency across the crude-oil value chain.

This structure allows us to capture margin at multiple points between the wellhead and refinery;

Strategic Infrastructure Footprint:

Our terminals, injection stations, and pipelines are strategically located near the Permian, STACK, and Eagle Ford Basins, which are among the most active oil-producing regions in the United States, thus, providing producers with reliable takeaway capacity and market access;

Contracted and Recurring Revenue Base :

Long-term agreements, including our 10-year terminal contract in Colorado City, Texas, and our offtake agreement with Denbury Onshore, LLC (a subsidiary of ExxonMobil Corporation), provide predictable revenue and cash-flow visibility;

Emerging Environmental Solutions:

Once completed, we plan for our Remediation Processing Center (RPC) to introduce oilfield-waste recycling and hydrocarbon-recovery capabilities that align with increasing sustainability priorities and regulatory expectations within the energy sector;

Proven Acquisition and Expansion Track Record :

We have demonstrated a disciplined approach to acquisitions that enhance integration, expand service offerings, and strengthen our position as a diversified midstream operator.

Growth Strategies

Transportation and Facilities

Our principal business objective is maximizing risk-adjusted total return to our shareholders by growing free cash flow.

We intend to pursue the following business and growth strategies to achieve this objective.

Actively manage our trucking fleet to grow existing revenue stream and drive new activity while minimizing capital expenditures.

Since we acquired our Colorado City, Texas and Delhi, Louisiana facilities in August 2022, we have grown our contracted revenue base while investing minimal capital in such facilities, resulting in an increase in revenue.

Although we have made considerable progress in increasing our revenue, we believe that our facilities remain underutilized and underdeveloped, with significant opportunities for growth from marketed volumes and third-parties.

We target opportunities that make the most efficient use of our assets, utilize an integrated approach to trucking and facilities, resulting in interconnected revenue streams.

Accordingly, we are in frequent communication with existing and potential customers with respect to creating new, and enhancing existing, revenue streams from our assets.

We seek to provide a holistic solution and expect to require our customers, when possible, to use our transportation and facility assets to meet their needs for petroleum and produced water transportation and handling, marketing of petroleum commodities, the sale of remediated or reusable commodities.

Maintain and deepen integration between our crude oil facilities, trucking fleet, and marketing business.

A key goal of our marketing division is to maximize facility and transportation asset usage to take advantage of economies of scale and asset integration.

Our trucking fleet delivers volumes principally to our own facilities or those of our partners, such as Pilot, which has a stabilizing effect on our revenues while driving down per barrel costs.

Increase Connectivity and Production at SFD and WCCC Facilities.

We plan to grow our crude oil gathering, storage and transportation business by pursuing the following strategies:

Increasing the number of barrels of oil gathered, stored, and transported pursuant to our existing long-term contracts;

Construction of wash plant facilities for oil transportation trucks to gather, store and transport reclaimed oil from these facilities;

Acquisition of additional gathering, storage, and transportation assets or companies;

The development or acquisition of complementary midstream oil and gas companies or projects.

WCCC operates a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas.

We intend to further connect the tank to major pipeline systems.

SFD operates a crude oil gathering, storage, and transportation facility, which is presently gathering and selling approximately 1,400 to 2,000 barrels of crude oil on a daily basis.

We plan to increase operations at the SFD facility.

This facility has the capacity to gather and sell up to 4,000 barrels of crude oil per day.

Other Holdings

Historically, as part of our strategy to find and invest in technologies that might develop synergies with our existing businesses, we have invested in other companies and/or entities.

Not all of our investments to date have developed into complementary technologies and/or businesses, but with our management’s assistance, many of them have still become successful and accretive to our Company’s value.

Over time, we intend to divest our ownership of companies that are not synergistic with our business.

Scepter Holdings

We currently hold 826,376,882 (approximately 13.8% of the outstanding common) shares of Scepter Holdings, Inc.

(OTC Markets:

BRZL), a company that manages the sales and development of consumer-packaged goods.

Our holdings of 826,376,882 common shares have a market value of approximately $1,983,305 as of April 7, 2025.

Future Products;

Research and Acquisition

We intend to identify, develop or acquire products and/or services with a primary focus on the petroleum, mining and minerals, and alternative energy industries.

Our general approach is to select products or services that are at or near commercial viability, or that we believe can be substantially developed for commercialization.

We then negotiate agreements to either acquire or to provide secured loan financing to these companies to complete their development, testing and product launches in exchange for control of, or a significant ownership interest in, the products or companies.

We were originally organized on November 1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings, LLC.

The name was changed to NGI Holdings, LLC on November 3, 2006.

On April 30, 2008, we converted to a Nevada corporation and changed our name to Vivakor, Inc.

pursuant to Articles of Conversion filed with the Nevada Secretary of State.

On August 1, 2022, we acquired all of the issued and outstanding membership interests in each of Silver Fuels Delhi, LLC, a Louisiana limited liability company (“SFD”), White Claw Colorado City, LLC, a Texas limited liability company (“WCCC”) (the “Membership Interests”), making SFD and WCCC wholly-owned subsidiaries.

The purchase price for the Membership Interests was approximately $32.9 million, after post-closing adjustments, and was paid to the Sellers in a combination of 3,009,552 shares of our common stock, par value $0.001 per share valued at an aggregate of $4,287,655, secured three-year promissory notes in the aggregate principal amount of $28,664,284, and the assumption of certain liabilities of SFD and WCCC.

The sellers are beneficially owned by our now chairman, chief executive officer and principal shareholder, James Ballengee.

On October 1, 2024, we acquired all of the issued and outstanding membership interests in 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.

The final purchase price is $116.3 million (the “Purchase Price”), after post-closing adjustments, including assumed debt and a performance adjustment, payable in a combination of our common stock, $0.001 par value per share (“Common Stock”) and shares of our Series A Preferred Stock $0.001 par value per share (“Preferred Stock”).

The Preferred Stock has the payment of a cumulative six percent (6%) annual dividend per share payable quarterly in arrears in shares of Common Stock (so long as such issuances of Common Stock would not result in the Sellers beneficially owning great than 49.99% of the issued and outstanding Common Stock), and the Company having the right to convert the Preferred Stock at any time using the stated value of $1,000 per share of Preferred Stock and the conversion price of one dollar ($1) per share of Common Stock.

The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder.

To date we have issued the sellers 6,724,291 shares of our common stock and 107,789 shares of our Series A Preferred Stock

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 (since October 1, 2024), which owns CPE Gathering Midcon, LLC, a Delaware limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company (since October 1, 2024), which owns 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, a Qatar limited liability company.

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.

Deepen Integration :

Maximize utilization of transportation and terminaling assets by further integrating marketing, trucking, and storage operations to increase throughput, improve asset utilization, and enhance margin capture across the value chain.

Expand Terminaling Connectivity :

Increase volumes under long-term contracts, pursue complementary asset acquisitions, and expand connectivity across our network to improve access to key producing regions and end markets.

Environmental Expansion:

Commission initial Remediation Processing Center (“RPC”) operations at our facility near Houston, Texas and evaluate opportunities to develop additional remediation and recycling facilities in strategic locations to expand processing capacity and geographic reach.

Selective Acquisitions :

Pursue strategic acquisitions of complementary midstream and related assets in key producing regions to increase scale, enhance integration, and support long-term growth.

Asset Optimization and Customer Engagement:

Optimize existing assets to drive incremental revenue while maintaining disciplined capital allocation and strengthening customer relationships through integrated service offerings.

Other Future Opportunities

Our future strategy includes identifying, developing, and acquiring complementary assets and services that enhance our integrated midstream platform.

We focus on opportunities that expand our transportation, terminaling, marketing, and remediation capabilities, particularly in key producing regions.

The Company seeks to obtain control or significant ownership in such opportunities where it can leverage operational synergies, improve asset utilization, and support long-term growth objectives.

Key Transactions

Terminals Acquisition (2022)

On August 1, 2022, Vivakor acquired all of the membership interests in Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”), making these entities wholly owned subsidiaries (the “Terminals Acquisition”).

The purchase price was approximately $32.9 million, paid in a combination of 3,009,552 shares of common stock, secured three-year promissory notes, and the assumption of certain liabilities.

The sellers are beneficially owned by James Ballengee, who subsequently became Vivakor’s Chairman, President, and Chief Executive Officer, and principal shareholder.

Endeavor Entities Acquisition (2024)

On October 1, 2024, Vivakor acquired all issued and outstanding interests in Endeavor Crude, LLC, Equipment Transport, LLC, Meridian Equipment Leasing, LLC, and Silver Fuels Processing, LLC (collectively, the “Endeavor Entities”), making them wholly owned subsidiaries (the “Endeavor Entities Acquisition”).

The total purchase price was $116.3 million, including assumed debt and a performance adjustment, payable through a combination of common stock and Series A Convertible Preferred Stock.

These sellers are also beneficially owned by James Ballengee.

In connection with this acquisition, Vivakor restructured its corporate operations under Vivakor Operating, LLC (“OpCo”) and Vivakor Administration, LLC (“AdminCo”), which now manage all operational, management, and administrative decisions, consolidating financial results across subsidiaries.

MEL/ET Sale (2025)

Previously part of the Endeavor Entities, Vivakor’s produced water trucking operations were sold on July 30, 2025 (the “MEL/ET Sale”) for $11,058,235, paid through the cancellation of outstanding shares of Series A Preferred Stock.

Certain pre-closing asset and liability transfers were made to comply with debt covenants and ensure continuity of the crude oil-focused business.

Post-closing, amendments were made to related Transition Services and Promissory Note agreements to reflect updated operational arrangements.

Kuwait RPC Operations

Vivakor’s proprietary RPC technology was originally developed to recover hydrocarbons from oil-contaminated waste and was first deployed in Kuwait trials.

Vivakor previously planned to deploy two RPCs in Kuwait as part of the United Nations-funded Kuwait Environmental Remediation Project (“KERP”), which was designed to remediate oil-contaminated soil resulting from the Gulf Wars.

During initial trials with the Kuwait Oil Company (“KOC”), the RPC process reduced oil content in contaminated soil from levels as high as 18% to as low as 0.02%, resulting in a Category A approval by KOC —the highest classification for remediation performance at that level of contamination.

Subsequent subcontractor changes delayed execution, and no definitive agreement with KOC was finalized during 2024.

Accordingly, Vivakor recorded impairment charges of approximately $7.0 million related to the Kuwait RPCs and $1.5 million related to an ancillary nanosponge license.

Discussions with KOC remain ongoing;

however, there can be no assurance that an agreement will be reached or that the Kuwait operations will be initiated.

Current Material Subsidiary Structure

Corporate & Administrative Operations

Vivakor Operating, LLC (Texas)

Vivakor Administration, LLC (Texas)

Vivakor Midstream, LLC (Texas)

Empire Energy Acquisition Corp.

Transportation Operations

Vivakor Transportation, LLC (Texas)

Endeavor Crude, LLC (Texas)

Gonzales Oilfield Truck & Equipment, LLC (Texas)

CPE Gathering Midcon, LLC (Delaware)

ET EmployeeCo, LLC (Delaware)

Facilities Operations

VM Facilities, LLC (Texas)

Silver Fuels Processing, LLC (Texas)

Silver Fuels Delhi, LLC (Louisiana)

White Claw Colorado City, LLC (Texas)

VivaVentures Remediation Corporation (Texas)

Vivakor Supply & Trading, LLC (Texas)

Legacy Businesses

VivaVentures Management Company, Inc.

International Metals Exchange, LLC (Nevada)

VivaVentures Royalty II, LLC (Nevada)

VivaVentures Energy Group, Inc.

(Nevada, 99.95% owned)

VivaVentures Oil Sands, Inc.

Vivakor Company LLC (Qatar, 49% owned)

Vivakor Middle East, LLC (Qatar, 49% owned)

RPC Design and Manufacturing, LLC (Utah, non-controlling interest from VivaOpportunity Fund, LLC)

VivaOpportunity Fund, LLC (Utah)

Regulations Affecting our Business

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They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste.

Exploration and exploitation activities are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.

Exploration and production activities are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.

Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving, and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for noncompliance.

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We are subject to actions taken by the federal or state governments, such as executive orders, tariffs on imported goods and commodities, or new or expanded regulations, that may impact future energy production in the U.S.

Our business and revenues are also sensitive to changes in laws and regulations (or the interpretation thereof) related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling and various other environmental matters.

Our business and revenues are also sensitive to changes in laws and regulations (or the interpretation thereof) related to hydraulic fracturing, accessing water, disposing of wastewater, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling and various other environmental matters.

These actions may affect the price or and demand for the transportation, facility, and marketing services we offer.

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We own four issued US patents and two pending international PCT patent application covering our propriety technology, specifically:

US Patent 7,282,167 for methods for producing nano-scale particles by vaporizing raw material and then cooling the vaporized raw material using a cooling gas, granted October 16, 2007 and expiring July 23, 2025;

US Patent 9,272,920 for methods for producing ammonia by mixing a first catalyst including a millimeter-sized, granular, ferrous material and a promoter and a second catalyst including discrete nano-sized ferrous catalyst particles that comprise a metallic core with an oxide shell and then reacting hydrogen and nitrogen in the presence of the mixture, granted March 1, 2016 and expiring November 7, 2028;

US Patent 10,913,903 for SYSTEM AND METHOD FOR USING A FLASH EVAPORATOR TO SEPARATE BITUMEN AND HYDROCARBON CONDENSATE granted February 9, 2021 and expiring August 28, 2039;

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Pending Kuwait application KW/P/2020/000111 relating to systems and processes for extracting bitumen from oil sands material which employ a centrifuge and a flash evaporator, pending Kuwait application KW/P/2021/00060 and pending Saudi Arabia patent application 521421341, both relating to systems and processes for recycling condensate that is used to extract bitumen from oil sands material by employing a flash distillation drum and a throttle valve that causes the pressure of a mixture of bitumen and condensate to drop as the mixture is sprayed into the flash distillation drum to thereby vaporize the condensate to separate the condensate from the bitumen.

As of the date of this Prospectus, we have approximately 150 employees, consisting of our CEO, CFO, COO, General Counsel, several division presidents and vice-presidents, approximately 60 non-drivers/administrative staff, and over 80 truck drivers, as well as numerous independent contractors.

None of these employees are represented by a labor union or subject to a collective bargaining agreement.

We have never experienced a work stoppage and our management believes that our relations with employees are satisfactory.

We currently lease executive office space in Houston, Texas, Dallas, Texas, and Laguna Hills, California.

Through our subsidiaries we own (i) approximately 60 acres of land in Frio, Texas, which has an office warehouse facility and yard related to our trucking operations, and (ii) approximately 25 acres of land in Blaine, Oklahoma, related to our crude oil pipeline and exclusive connected blending and processing facility.

We also own and operate fifteen (15) crude oil pipeline injection truck stations, located in Texas, New Mexico and North Dakota, as well as two operational major crude oil gathering, storage and transportation facilities located in Colorado City, Texas, and Delhi, Louisiana.

We believe these facilities are in good condition but that we may need to expand our leased space and warehouses as business increases.

On December 16, 2022, our subsidiary, VivaVentures Remediation Corp.

entered into a Land Lease Agreement (the “Land Lease”) with W&P Development Corporation, under which we agreed to lease approximately 3.5 acres of land in Houston, Texas.

The Land Lease is for an initial term of 126 months and may be extended for an additional 120 months at our discretion.

Our monthly rent is $0 for the first three months and then at month 4 it is approximately $7,000 (based on a 50% reduction) and increases to approximately $13,000 in month 7 and then increases annually up to approximately $16,000 per month by the end of the initial term.

We plan to place one or more of our RPC machines on the property, as well as store certain equipment.

On October 1, 2024, the Company acquired a lease agreement for land, building, yard and improvements in Monohans, Texas related to operating a trucking yard and shop.

Commencing on May 1, 2021, the five-year lease terminates on April 30, 2026.

On October 1, 2024, the Company acquired multiple lease agreements for 10 acres of land, building, yard and improvements in Reeves County, Texas related to operating a trucking yard and shop.

Commencing on January 1, 2024, seventeen-month lease terminates on May 31, 2025.

As of the date of this Annual Report, we employ approximately 20 people, including our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, several vice presidents, and approximately 4 administrative and operational support staff, as well as independent contractors.

None of our employees are represented by a labor union or covered by a collective bargaining agreement.

We have never experienced a work stoppage, and management believes our relations with employees are satisfactory.

Summary of Property

Through a subsidiary, we currently lease executive office space in Dallas, Texas.

We own the following properties through various subsidiaries:

Approximately 9.4 acres in Richland Parish, Louisiana, underlying our Delhi, Louisiana facility.

Approximately 7 acres in Scurry County, Texas, underlying our Colorado City, Texas terminal facility.

Easements and rights of way covering approximately 45 miles related with the Omega Gathering Pipeline.

In addition, we lease land or hold access rights for the operation of ten crude oil pipeline injection truck stations in Texas, New Mexico, and North Dakota through an operating subsidiary in our facilities segment.

We believe these facilities are in good condition.

Another operating subsidiary leases a portion of approximately 58.8 acres of land in Frio County, Texas, used for a truck yard, office, and shop, and we also lease approximately five acres in Ward County, Texas for a truck yard and shop.

Harris County, Texas:

VRC leased approximately 3.4 acres for the planned installation of RPC equipment under a 126-month term with an option to extend.

The landlord terminated VRC’s possession on July 18, 2025, following a default under the lease.

We are negotiating to cure the default and reinstate possession.

We were originally organized on November 1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings, LLC.

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The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder.

To date we have issued the sellers 6,724,291 shares of our common stock and 107,789 shares of our Series A Preferred Stock The consolidated financial statements of the Endeavor Entities for the nine months ended September 30, 2024 and for the years ended December 31, 2023 and 2022 are attached hereto as Exhibits 99.1 and 99.2.

We issued the sellers 33,622 shares of our common stock and 107,789 shares of our Series A Preferred Stock.

On February 11, 2025, in order to assist our management in managing our new, combined business operations, we entered into a Consulting Agreement with WSGS, LLC, which has extensive experience in assisting public companies in the energy sector.

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The principal of WSGS, LLC is also a former officer and director of Empire Diversified Energy, Inc., a Delaware corporation, that Client entered into an Agreement and Plan of Merger (the “Merger Agreement”) 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.

Certain pre-closing asset and liability transfers were made to comply with debt covenants and ensure continuity of the crude oil-focused business.

Post-closing, amendments were made to related Transition Services and Promissory Note agreements to reflect updated operational arrangements.

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), CPE Gathering Midcon, LLC, a Delaware limited liability company (since October 1, 2024), ET EmployeeCo, LLC, a Pennsylvania limited liability company (since October 1, 2024, 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;

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Legal Proceedings

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

2023CUB014131 (Sup.

Ventura Cty., Cal.—Sept.

18, 2023)— Plaintiff asserts claims for breach of contract for Defendant’s failure to pay Plaintiff for financial technology services.

Plaintiff seeks $28,000 in damages, and 173,972 shares of the Company’s common stock for liquidated damages through the date of the Complaint, with further liquidated damages continuing to accrue.

Defendant disputes Plaintiff’s claims on grounds that the services were not rendered in accordance with the contract, and that Plaintiff terminated the contract.

The Defendant did not timely file an Answer and the Plaintiff moved for a default judgment.

Defendant intends to vigorously defend Plaintiff’s claims.

Defendant has not reserved anything for this dispute.

Julie Ridenhour Tonroy, as the Personal Representative of the Estate of John Ridenhour, Deceased, v.

Endeavor Crude, LLC, et al., Case No.

CJ-2024-40, Blaine Cty.

Ct., Okla.—Sept.

24, 2024)— Plaintiff asserts claims of negligence, respondent superior, and wrongful death of decedent related to a motor vehicle accident involving a driver for Endeavor Crude, LLC while operating motor vehicle equipment owned or leased by Meridian Equipment Leasing, LLC, both subsidiaries of the Company, and presently seeks damages in excess of $1,000,000.

The case is set for trial in September 2025.

Defendants have not reserved anything for this dispute.

Miguel Angel Munoz, et al., v.

Endeavor Crude, LLC, et al.

D-101-CV-2023-02491 (1st Dist.

Ct., Santa Fe Cty., New Mex.—Oct.

11, 2023)—Plaintiff suffered injuries in connection with a motor vehicle accident involving Plaintiff and an Endeavor Crude, LLC (“ EC ”) driver and tractor-trailer.

Plaintiff alleges negligence, respondeat superior , negligent entrustment, hiring, retention, supervision and training, and is presently seeking damages in excess of $2,000,000.

Defendant is vigorously contesting the case and has not reserved anything for this dispute.

Defendant believes certain costs for the defense and prospective liability are covered by applicable insurance policies.

Misty Kitson, Blaine County Assessor v.

Meridian Equipment Leasing, LLC , Case No.

EQ-2023-57 (Ct.

of Tax Review, Okla.—Aug.

2, 2023)—Plaintiff governmental taxing authority seeks appeal of Defendant’s fair cash value valuation of certain personal property in Blaine County, Oklahoma.

Plaintiff seeks a property tax valuation far in excess of Defendant’s valuation, and seeks overdue taxes in excess of $1,126,005.22, plus statutory interest, penalties, and fees.

The case is in discovery.

Defendant is vigorously contesting the case based on the property’s sale valuation as established by written agreement.

Novella Strmiska v.

Endeavor Crude, LLC, et al ., Case No.

25-01-00013-CVK (81st Dist.

Ct., Karnes Cty., Tex.—Jan.

27, 2025)—Plaintiff alleges breach of contract, trespass to land, trespass to chattels, negligence, and unjust enrichment, seeking damages, interest, attorneys’ fees, and costs of court, in relation to a commercial truck yard lease.

Defendants intend to vigorously contest the case based on false invoices.

Mikasa McKnight v.

Endeavor Crude, LLC, et al.

202422195 (190th Dist.

Ct., Harris Cty., Tex.—Jul.

2, 2024)—Plaintiff alleges negligence, negligent hiring, negligent entrustment, and respondeat superior relating to a motor vehicle accident involving a tractor-trailer operated under the motor carrier authority of Defendant EC, and seeks damages in excess of $1,000,000.

Defendant EC is contesting the case.

The case is set for trial on August 4, 2025.

Defendant is vigorously contesting the case, and Defendant’s defense and prospective liability are covered by applicable insurance policies.

Echo Contracting, LLC v.

CPE Gathering Midcon, LLC, et al.

CJ-2025-73 (Dist.

Ct., Blaine Cty., Okla.—Feb.

14, 2025)—Plaintiff Echo Contracting asserted claims of breach of contract, quantum meriut, and foreclosure of mechanics and materialmen’s lien filed in Blaine County against properties of Defendants.

Defendants CPE Gathering Midcon, LLC and Vivakor, Inc.

settled such claims pursuant to confidential agreement March 28, 2025, and such claims are pending dismissal and such liens are pending release.

Co-Defendant Validus Energy II Midcon, LLC prevailed upon a motion to consolidate Case No.

CJ-2025-73 with the proceeding.

Defendant Validus Energy II Midcon, LLC has levied claims for declaratory judgment, indemnification, contribution, and unjust enrichment against Defendants CPE Gathering Midcon, LLC and Vivakor, Inc.

and seeks damages of $431,652.42, plus attorney’s fees.

Gudeil Gonzales, et al.

Equipment Transport, LLC, et al.

202508937 (165th Dist.

Ct., Harris Cty., Tex.—Feb.

7, 2025)—Lead Plaintiff, a former field employee of ET EmployeeCo, LLC f/k/a PWS EmployeeCo, LLC, asserts claims for negligence, gross negligence, and premises liability in connection with a jobsite injury, and seek damages in excess of $1,000,000, plus interest, fees, and costs.

Defendant intends to vigorously contest the suit.

Defendant ET has not reserved anything for the dispute.

Vivakor, Inc.

Al-Dali International General Trading and Contracting Company, et al.

JDFC603 251052410 (Kuwait Court of First Instance, Mar.

25, 2025)—Plaintiff has asserted claims for breach of contract, unjust enrichment, and injunctive relief against Defendants Al-Dali Global Trading and Contracting Company, Al-Sayer Construction General Trading and Contracting Company, and Kuwait Oil Company relating to the placement and operation of oilfield remediation processing equipment in Kuwait.

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-K

Item 1. Business