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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-04-15 · 949 added, 1115 removed, 1032 unchanged (67% of the section changed)

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In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of December 31, 2024, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

The material weaknesses, which relate to internal control over financial reporting, that were identified include the following:

(1) We did not have enough personnel in our accounting and financial reporting functions.

Due to insufficient personnel in our accounting department, we were not able to achieve adequate segregation of duties, and, as a result, we did not have adequate review controls surrounding:

(i) our technical accounting matters in our financial reporting process, and (ii) the work of specialists involved in the estimation process.

Due to new relationships with a small banking institution and consultants in 2023, we were not able to achieve adequate controls surrounding the review and dual authorization of certain treasury transactions and fixed assets.

(2) We did not always follow certain review procedures related to corporate governance.

Due to a vacancy of an independent audit committee chairman with financial expertise, and failing to adhere to certain corporate governance administrative procedures, we did not achieve adequate review at the independent Board of Director level over subjective and complex accounting and risk assessment.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of December 31, 2025, our disclosure controls and procedures are not effective to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

The material weaknesses identified primarily relate to insufficient personnel within our accounting and financial reporting functions, as well as employee turnover during the year, which has impacted the consistency and effectiveness of internal controls.

As a result, the Company has not yet achieved adequate segregation of duties and effective review controls over certain accounting processes, including technical accounting matters and the work of specialists involved in the estimation process.

These control deficiencies, which are pervasive in nature, result in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole.

Since our assessment as of December 31, 2024, we have hired additional external accounting staff, whom are consultants with expertise in research and technical guidance, and we are working to retain additional qualified valuation experts that report on their internal controls.

We believe that these additions may provide for the remediation of these material weaknesses in 2025.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

During 2025, the Company implemented several remediation actions to address previously identified control deficiencies.

These actions included hiring external accounting consultants with technical expertise, engaging additional valuation specialists, strengthening corporate governance through the appointment of a qualified audit committee chair with financial expertise, and enhancing treasury and banking processes, including transitioning to a larger financial institution.

While these actions represent meaningful progress, the material weaknesses have not been fully remediated as of December 31, 2025, primarily due to ongoing staffing challenges, including turnover and the time required to train and integrate new personnel.

Management believes that continued strengthening of the accounting function and internal control environment will result in remediation of these material weaknesses.

The Company is continuing to evaluate and implement additional measures, including hiring additional qualified personnel and enhancing internal control processes, to address these deficiencies.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the fourth quarter ended December 31, 2023 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in

our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15

or 15d-15 under the Exchange Act that occurred during the fourth quarter ended December 31, 2025 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting, except as noted above.

Management’s report on internal control over financial reporting.

Our Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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Chief Executive Officer (Principal Executive Officer) and Director

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director

Kimberly Hawley

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Les Patterson

Executive Vice President & Chief Operating Officer

Executive Vice President, General Counsel & Secretary

Independent Director

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He has an undergraduate degree in accounting from Louisiana State University—Shreveport.

Tyler Nelson joined Vivakor on a part-time basis as Chief Financial Officer in 2014 and has served as full-time Chief Financial Officer since September 2020.

Nelson joined the Board of Directors of Vivakor in January 2023.

Nelson is a CPA who worked from 2006 to 2011 in Audit and Enterprise Risk Services at Deloitte LLP (USA) and later at KSJG, LLP (later acquired by Withum+Brown, PC).

He worked with clients with assets of more than $100 billion and annual revenues of more than $15 billion, which are considered some of the most respected financial institutions in the world.

Nelson began working for LBL Professional Consulting, Inc.

where he provided merger and acquisition, initial public offering, and interim chief financial officer services to clients.

Nelson continues to sit on the Board of Directors and remains an officer of LBL Professional Consulting, Inc.

Nelson earned a Master’s Degree in Accountancy from the University of Illinois- Urbana-Champaign, and a Bachelor’s Degree in Economics with a minor in Business Management from Brigham Young University.

Russ Shelton joined the Company as its Executive Vice President & Chief Operating Officer in October 2024.

He is a seasoned operations executive with more than three decades of management experience with midstream trucking, terminaling, and marketing companies, including for several of the business units being acquired in the Company’s purchase of the Endeavor Entities.

Shelton was most recently the Chief Operating Officer for Endeavor Crude, LLC, and prior to that served as its Vice President of Transportation since 2023.

Prior to Endeavor Crude, he worked as Director of Operations for Senergy Petroleum from 2021-23, and prior to that worked as Director of Transportation for Pilot Travel Centers LLC from 2018-21.

Knapp joined the Company in June 2024 as its Executive Vice President, General Counsel, & Secretary.

He is an accomplished corporate securities lawyer whose practice has focused on M&A, financings, and complex commercial transactions principally relating to midstream liquids such as crude oil, refined products, and oilfield produced water.

He has represented oil and gas producers, marketers, refiners, midstream infrastructure providers, OFS companies, and oilfield waste recyclers in billions of dollars’ worth of transactions in the United States, Canada, and Mexico.

Prior to Vivakor, he was a partner in the energy practice at Jackson Walker LLP from 2021-2024, where he organized and led the firm’s oilfield produced water working group.

From 2019-2021, he was a partner at the international law firm McGuireWoods LLP.

Knapp holds a bachelor’s degree in economics and marketing from the University of Notre Dame and a juris doctor from Southern Methodist University.

Knapp is admitted to practice law in Texas.

Kimberly Hawley was hired as Vivakor’s Executive Vice President, Chief Financial Officer, and Treasurer of Vivakor, Inc.

and Vivakor Administration, LLC on July 24, 2025.

Prior to joining the Company, Ms.

Hawley served as the Chief Financial Officer of Empire Diversified Energy, Inc.

from February 2022 until July 24, 2025.

In that role, she oversaw the financial operations of the company’s seven subsidiaries.

In addition, she led financial strategy, capital structure and funding initiatives for major infrastructure and site development projects, securing over $120 million in long term debt financing.

Prior to joining Empire Diversified Energy, Ms.

Hawley was a Certified Public Account with Personal Management Consultants from October 2018 to January 2022, where she provided comprehensive financial management services, including strategic planning, tax forecasting, and coordination with key financial and legal advisors.

Hawley received her Bachelor of Business Administration from Loyola University of Chicago, and her Master of Business Administration from Pepperdine University.

Hawley is a Certified Public Accountant (CPA) in California.

The Board believes that Ms.

Hawley’s compiling and preparing accurate financial statements for complex entities, as well as her extensive knowledge with financing transactions makes her ideally qualified to help lead the Company and Vivakor towards continued growth and success as the Company and Vivakor’s Chief Financial Officer.

Patterson joined Vivakor as Vice President

of Operations & Construction in 2023 and was promoted to Executive Vice President and Chief Operating Officer in August 2025.

Patterson has over three decades of construction and management experience in the domestic and international oil and gas industries.

His experience spans operations, construction, business development, corporate strategy, and health, safety, and environmental concerns

in onshore and offshore projects.

Patterson has managed the development, construction, and commencement of operations of major

capital projects for BP, ExxonMobil, Chevron, Shell, Tesoro, Sinclair, Kennecott, and Williams Gas, among others.

He previously worked

as Senior Vice President of Pipelines & Terminals for Bridger Logistics from 2012 to 2017, the midstream division of Ferrellgas Partners,

FGP), where he independently led, developed and managed three of the company’s seven business units (pipelines, terminals,

and saltwater disposal) to consistent profitability through multiple management teams and large-scale M&A transactions.

Patterson was a division operations manager at EMS, an oilfield services firm, from 2008 to 2012.

Prior to EMS, he

worked as the head of business development for STARCON International, an industrial projects and turn-around firm, as a division business

development manager for TEPSCO, and as Vice President of Business Development for C-Entry Constructors.

James Ballengee - See “Executive Officers”

Tyler Nelson - See “Executive Officers”

Harris , age 75, combines over 35 years of experience in Board of Directors, CEO and Senior Management positions in a variety of industries including technology services, telecommunications, healthcare, and business process outsourcing.

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Board Composition and Director Independence

Our Board of Directors consists of five members.

Our Board of Directors consists of four members.

The directors are elected at each annual meeting to hold office until the next annual meeting and until their successors are duly elected and qualified.

1 unchanged sentence

In making the determination of whether a member of the board is independent, our board considers, in addition to Nasdaq rules, among other things, and transactions and relationships between each director and his immediate family and the Company, including those reported under the caption “Related Party Transactions.” The purpose of this review is to determine whether any such relationships or transactions are material and, therefore, inconsistent with a determination that the directors are independent.

On the basis of such review and its understanding of such relationships and transactions, our Board of Directors affirmatively determined that John Harris and Albert Johnson are qualified as independent and do not have any material relationships with us that might interfere with his exercise of independent judgment.

On the basis of such review and its understanding of such relationships and transactions, our Board of Directors affirmatively determined that John Harris, Albert Johnson, and Michael Thompson are qualified as independent and do not have any material relationships with us that might interfere with his exercise of independent judgment.

Our Board, as currently constituted, has a majority of directors who would be considered “independent directors,” as that term is defined in Nasdaq Listing Rule 5605(a)(2).

Consistent with Nasdaq Listing Rules 5605(b)(1)(A) and Rule 5605(c)(4), Nasdaq provided us a cure period until June 3, 2024 to evidence compliance with the Listing Rules.

Board Committees

77 unchanged sentences

CEO and Chairman (1)

Russ Shelton COO (7)

Pat Knapp, Exec VP, GC and Secretary (5)

Kimberly Hawley

EVP and CFO (4)

Les Patterson

EVP and COO (5)

Former CFO (6)

Former COO (8)

Former Exec VP, GC and Secretary (9)

Ballengee was hired as our Chief Executive Officer on October 28, 2022.

Pursuant to Mr.

Ballengee’s Employment Agreement, his salary ($1,000,000) is paid in shares of our common stock, priced based on the volume-weighted average price for the preceding five (5) NASDAQ trading days prior to the Effective Date or annual anniversary of his Employment Agreement, as applicable.

The five (5) day volume-weighted average price of our common stock for shares issued for his salary from October 28, 2022 to October 27, 2023 was approximately $1.08.

As a result, we issued Mr.

Ballengee 923,672 shares of our common stock as payment for that salary.

The five (5) day volume-weighted average price of our common stock for shares issued for his salary from October 28, 2023 through October 27, 2024 was approximately $0.60.

As a result, we issued Mr.

Ballengee 1,657,016 shares of our common stock as payment for this salary.

We issued Mr.

Ballengee an additional 122,679 shares for the remainder of his 2024 salary (through December 31, 2024), valued at the preceding five (5) NASDAQ trading days prior to the annual anniversary of his Employment Agreement (October 28, 2024, or $1.45 per share.

Accrued as of December 31, 2024.

Includes $437,839 in payments toward accrued compensation or notes payable due to employee.

Knapp was hired as our Executive Vice President, General Counsel and Secretary in June 2024.

Ballengee’s Employment Agreement, his salary ($1,000,000) is paid in shares of the Company’s common stock, priced based on the volume-weighted average price (“VWAP”) of the Company’s common stock for the preceding five (5) NASDAQ trading days prior to the effective date or each annual anniversary of his Employment Agreement, as applicable.

For the period from October 28, 2023 through October 27, 2024, the applicable VWAP was $0.6034946 per share, resulting in the issuance of 8,286 shares (after giving effect to the 1-for-200 reverse stock split), and for the period from October 28, 2024 through October 27, 2025, the applicable VWAP was $1.4516084 per share, resulting in the issuance of 3,445 shares (after giving effect to the 1-for-200 reverse stock split).

For the period from October 28, 2025 through October 27, 2026, the applicable VWAP was $0.23, resulting in accruing the issuance of 3,624 shares (after giving effect to the 1-for-200 reverse stock split) for the period from October 28, 2025 through December 31, 2025.

Includes amounts for accrued employee benefits, including sick and vacation benefits.

Shelton was hired as our Chief Operating Officer in October 2024.

Les Patterson was listed in our Summary Compensation Table in our Annual Report on Form 10-K for the year ended December 31, 2023, however, we do not consider Mr.

Patterson an executive officer and he was only included in our prior Summary Compensation Table as a result of being the third highest paid employee in the company as of December 31, 2023.

The Company hired additional executive officers in 2024 and, as a result, Mr.

Patterson does not appear in the above Summary Compensation Table.

Hawley was appointed as an Executive Vice President and our Chief Financial Officer effective July 24, 2025.

Patterson was appointed as an Executive Vice President and our Chief Operating Officer effective August 12, 2025.

Nelson resigned as our Chief Financial Officer effective July 19, 2025.

Includes $437,839 in payments toward accrued compensation or notes payable due to employee.

Shelton was hired as our Chief Operating Officer in October 2024 and resigned from his positions with the Company effective August 3, 2025.

Knapp was hired as our Executive Vice President, General Counsel and Secretary in June 2024 and resigned effective November 10, 2025.

Employment Agreements

James Ballengee

James Ballengee – Chief Executive Officer

On October 28, 2022, we entered into an executive employment agreement with James Ballengee (the “Ballengee Employment Agreement”) with respect to our appointment of Mr.

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Ballengee nominated John Harris and Albert Johnson as Board of Director appointees and both were appointed in January 2023.

On February 26, 2025, we issued James Ballengee, our Chairman, Chief Executive Officer and principal shareholder, 160,266 shares of our common stock under the terms of the Ballengee Employment Agreement for his services rendered from October 28, 2024 to January 27, 2025.

The shares were issued as unrestricted shares under our Equity Incentive Plan registered under a Registration Statement on Form S-8.

Based on the Ballengee Employment Agreement, we owe Mr.

Ballengee 688,891 shares of Common Stock for his employment period beginning October 28, 2024 through October 27, 2025, to be paid in three equal quarterly installments of 172,222 shares of Common Stock, and one installment of 172,225 shares (prior to tax withholdings).

Pursuant to Mr.

Kimberly Hawley – EVP, Chief Financial Officer and Secretary

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

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.

Hawley was appointed as Vivakor’s Secretary on November 10, 2026.

Les Patterson – EVP and Chief Operating Officer

On August 12, 2025, Vivakor Administration, LLC and the Company 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, as amended.

Under the Amended Agreement, Mr.

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

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.

Patterson will also receive a one-time signing bonus within seven (7) days from signing the Amended Agreement equal to 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

Tyler Nelson – Former Chief Financial Officer and Former Director

On June 13, 2024, we entered into a new Employment Agreement with Mr.

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The Options were fully vested as of June 9, 2024.

Under our Employment Agreement with Tyler Nelson, our Chief Financial Officer, he is due bonuses at various times and/or upon certain events happening, namely an annual cash incentive bonus for December 31, 2024 of $225,000, an annual equity incentive bonus of $112,500, and a bonus for the close of the acquisition of the Endeavor Entities of $100,000, totaling $437,500 (the “Nelson Bonuses”).

Under our Employment Agreement with Tyler Nelson, our Chief Financial Officer, he may be due bonuses at various times and/or upon certain events happening, namely an annual cash incentive bonus for December 31, 2025 of $225,000, an annual equity incentive bonus of $112,500, and a bonus for the close of the acquisition of the Endeavor Entities of $100,000, totaling $437,500 (the “Nelson Bonuses”).

The Nelson Bonuses are due to Mr.

3 unchanged sentences

The shares were issued as unrestricted shares under our Equity Incentive Plan registered under a Registration Statement on Form S-8.

Nelson resigned from his position as the Company’s Chief Financial Officer effective July 19, 2025.

As disclosed elsewhere in this Annual Report, Mr.

Nelson subsequently filed a lawsuit against the Company alleging he was not paid all the compensation owned to him.

The Company and Mr.

Nelson entered into a Settlement Agreement dated November 5, 2025.

Russ Shelton – Former Chief Operating Officer

In connection with the Closing of the Endeavor Entities on October 1, 2024, we entered into an executive employment agreement with Russ Shelton (the “Shelton Agreement”) with respect to our appointment of Mr.

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Shelton’s Base Compensation, as defined in the Shelton Agreement, to such level, and (ii) a one-time special cash bonus of $100,000.00 USD upon completion of an equity capital raise, as more particularly set forth therein.

Shelton resigned from his positions with the Company effective August 3, 2025 pursuant to the terms of a Transition Agreement.

Pat Knapp – Former EVP and General Counsel

On June 26, 2024, we entered into that certain Executive Employment Agreement with Patrick M.

7 unchanged sentences

Knapp’s employment began on June 26, 2024.

Knapp resigned from his positions with the Company effective November 10, 2025 pursuant to the terms of a Transition Agreement.

Stock Incentive Plan

17 unchanged sentences

James Ballengee (1)

Kimberly Hawley (3)

Les Patterson (4)

Tyler Nelson (5)

July 20, 2028

Russ Shelton (6)

Pat Knapp (7)

Includes shares issued to Mr.

Ballengee under our equity incentive plan for his annual salary.

Valued as of April 7, 2025.

Valued as of at $0.23 (pre-stock split) as of the relevant renewal date under Mr.

Ballengee’s Employment Agreement.

Hawley was appointed as an Executive Vice President and our Chief Financial Officer effective July 24, 2025.

Patterson was appointed as an Executive Vice President and our Chief Operating Officer effective August 12, 2025.

Nelson resigned as our Chief Financial Officer effective July 19, 2025.

Shelton was hired as our Chief Operating Officer in October 2024 and resigned from his positions with the Company effective August 3, 2025.

Knapp was hired as our Executive Vice President, General Counsel and Secretary in June 2024 and resigned effective November 10, 2025.

Aggregated Option Exercises

7 unchanged sentences

James Ballengee

Tyler Nelson (5)

John Harris (2)

1 unchanged sentence

Michael Thompson (4)

$15,000 was accrued as of December 31, 2024.

$35,625 and $45,000 was accrued at December 31, 2025 for Albert Johnson and Michael Thompson, respectively.

John Harris was appointed to the Board of Directors on January 16, 2023.

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He qualifies as an independent director and serves on the Board’s Audit Committee, Compensation Committee and Nominating Committee, serving as the chairman of the Audit Committee.

Nelson resigned from the Board of Directors effective July 19, 2025.

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

9 unchanged sentences

Name and Address of Beneficial Owner

of Common Stock

Percentage of

Preferred Stock

Ballengee, Chief Executive Officer and Director (1)

Tyler Nelson, Chief Financial Officer and Director (2)

Russ Shelton, Chief Operating Officer (7)

Knapp, EVP, General Counsel

Kimberly Hawley, Chief Financial Officer

Les Patterson, COO

Harris, Director

3 unchanged sentences

5% Beneficial Stockholders

Matthew Nicosia (6)

Indicates less than 1%.

Ballengee’s address is 5151 Beltline Road, Suite 715 Dallas, Texas 75234.

Includes 17,609,837 shares of common stock held or to be acquired in the next 60 days for Series A preferred Stock dividends in the name of Jorgan Development, LLC, 108,737 shares of common stock held in the name of JBAH Holdings, LLC, 21,552 shares of common stock held in the name of Ballengee Holdings, LLC, and 3,420,749 held in his name.

James Ballengee, in his capacity as sole manager, has sole voting and investment power over both Jorgan Development, LLC and JBAH Holdings, LLC.

Does not include the shares of Series A Preferred Stock owned by Jorgan or JBAH since such shares do not have voting rights and are not convertible by the holder.

The shares of Series A Preferred Stock do have a 6% annual dividend payable in shares of our common stock in equal quarterly installments, and are convertible at the option of the company based on the $1,000 stated value of the shares of the Series A Preferred Stock and a value of $1.00 per share for the common stock.

The issuance of the shares of common stock for the dividend payments and the conversion right are subject to ownership limitations of the holders of the Series A Preferred Stock.

Any shares of common stock for the dividend payments that cannot be issued due to ownership limitations will accrue until such time as they are able to be issued.

The shares of common stock we have issued, or that we are required to issue in the next 60 days, to Jorgan or JBAH as a dividend on the Series A Preferred Stock are included in Mr.

Ballengee’s beneficial ownership

Does not include vested stock options to purchase 917,825 shares of common stock.

Includes 12,255 shares due to Mr.

Harris in the next 60 days for Board fees.

Includes 12,255 shares due to Mr.

Johnson in the next 60 days for Board fees.

Includes 76,167 shares either currently owed to Mr.

Thompson or owed to Mr.

Thompson in the 60 days for Board fees.

The shares of common stock beneficially owned by Matthew Nicosia includes 4,189,405 shares of common stock held by AKMN Irrevocable Trust and 262 shares of common stock held by Nicosia Family Trust.

Matthew Nicosia is the trustee of the AKMN Irrevocable Trust, of which Jonathan Nicosia, Matthew Nicosia’s son, a minor, is the beneficiary.

Does not include options to purchase 503,935 shares of common stock.

Shelton under is owed 88,547 pursuant to his employment agreement, which we expect to issue in the second quarter of 2025.

Includes shares held in the name of Jorgan Development, LLC, JBAH Holdings, LLC, and Ballengee Holdings, LLC.

Ballengee is sole manager and has sole voting and investment power over both Jorgan Development, LLC, JBAH Holdings, LLC, and Ballengee Holdings, LLC.

Includes 811,559 shares owed to Mr.

Ballengee and/or entities he controls currently or owed to him and/or entities he controls in the next 60 days.

Item 13 - Certain Relationships and Related Transactions and Director Independence

5 unchanged sentences

Our current policy with regard to related party transactions is for the Board as a whole to approve any material transactions involving our directors, executive officers or holders of more than 5% of our outstanding capital stock.

On November 5, 2025, the Company entered into a Settlement Agreement (the “Nelson Settlement Agreement”) with Tyler Nelson (“Nelson”), the Company’s former Chief Financial Officer 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.

On November 25, 2025, the Company entered into a Debt Satisfaction and Preferred Stock Amendment Agreement (the “Series A Preferred Agreement”), under which the holders of the Company’s Series A Preferred Stock agreed to forgo their rights to the Series A Preferred Stock 6% annual dividend through December 31, 2026 in exchange for the Company agreeing to amend the Series A Preferred Stock Certificate of Designation to add voting rights to the rights and preferences of the Series A Preferred Stock.

In addition, James Ballengee, the Company’s Chief Executive Officer and a member of the Board of Directors, agreed to extinguish the $569,589.04 he is owed under a convertible promissory note as part of the Series A Preferred Agreement.

As a result of the Series A Preferred Agreement, the holders of the Series A Preferred own approximately 483,655 votes on any matters properly presented to the Company’s shareholders, which equated to approximately 35% of the Company’s outstanding votes as of the date of the Series A Preferred Agreement.

At the Company’s 2025 Annual Meeting of Stockholders held September 11, 2025, a majority of the Company’s stockholders approved a conversion of the Preferred Stock into Common Stock that exceeds 19.99% of the Company’s outstanding common stock if the Company’s Board of Directors and executive management elected to convert the Preferred Stock.

On May 20, 2025, we issued an aggregate of 8,825 shares of our restricted common stock for three months of dividends to the holders of our Series A Preferred Stock.

Of those shares, 6,922 were issued to Jorgan Development, LLC and 70 were issued to JBAH Holdings, LLC, both of which are controlled by James Ballengee, our Chief Executive Officer.

On July 24, 2025, Vivakor Administration, LLC (the “Company”) entered into an executive employment agreement with Kimberly Hawley (the “Employment Agreement”) with respect to the 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.

On October 1, 2024, Jorgan Development, LLC, a Louisiana limited liability company (“Jorgan”) and JBAH Holdings, LLC, a Texas limited liability company (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of 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, the “Endeavor Entities”) closed the transactions that were the subject of the previously-disclosed Membership Interest Purchase Agreement among them dated March 21, 2024, as amended (the “MIPA”) (the “Closing”).

In accordance with the terms of the MIPA, at the Closing, the Company acquired all of the issued and outstanding membership interests in each of the Endeavor Entities (the “Membership Interests”), making them wholly-owned subsidiaries of the Company.

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.

The Endeavor Entities own and operate a combined fleet of more than 500 commercial tractors and trailers for the hauling of crude oil and produced water.

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On February 11, 2025, the Company issued 122 shares of Common Stock and 107,789 shares of Series A Preferred Stock to the Sellers as part of the Purchase Price, with such shares deemed to be issued as of October 1, 2024 for accounting purposes.

Upon the Closing of our acquisition of the Endeavor Entities, the parties of that certain Membership Interest Purchase Agreement dated June 15, 2022, and the Amendment of Transaction Documents Related to Threshold Payment dated March 31, 2024 (together, the “2022 MIPA”), agreed that Section 8.7 Unwinding of the 2022 MIPA expired and is no longer enforceable.

As a result, the selling entities in the 2022 MIPA no longer have the right to unwind our acquisitions of White Claw Colorado City and Silver Fuels Delhi.

In connection with the Closing of the Endeavor Entities on October 1, 2024, a certain Repair and Maintenance Subscription Plan dated October 1, 2024 was entered into between Horizon Truck and Trailer, LLC, which is a related party as our Chief Executive Officer is the beneficiary, and Meridian Equipment Leasing, LLC (“MEL”) for the maintenance and repairs of all commercial trailers and tractors owned, leased, or controlled by MEL, which includes a $100,000 monthly retainer that is credited against open monthly charges and invoices.

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The agreement expires on December 31, 2034.

For the year ended December 31, 2024, we realized related party revenue related to this agreement of $3,756,097.

For the years ended December 31, 2025 and 2024, we realized related party trucking revenue related to this agreement of $11,895,108 and $3,756,097, respectively.

Upon the Closing of our acquisition of the Endeavor Entities, we acquired a Station Throughput Agreement with Posse Wasson, LLC (Posse Monroe, LLC) (“Possee”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

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The agreement expires on December 31, 2034.

For the year ended December 31, 2024, we realized related party revenue related to this agreements of $189,750.

For the years ended December 31, 2025 and 2024, we realized revenue related to this agreement of $759,000 and $189,750, respectively.

Upon the Closing of our acquisition of the Endeavor Entities, we acquired a Station Throughput Agreement with WC Crude, who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

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The agreement expires on December 31, 2034.

For the year ended December 31, 2024, we realized related party revenue related to this agreements of $427,844.

For the years ended December 31, 2025 and 2024, we realized revenue related to this agreement of $1,734,306 and $427,844, respectively.

As a result of our acquisition of the Endeavor Entities we previously provided trucking services for the reuse and/or disposal of produced water, which is a byproduct of oil well drilling.

However, on July 30, 2025, we consummated the Water Trucking Sale, pursuant to the Water Trucking Sale Agreement, in exchange for $11,058,235 USD paid in 11,058 shares of Preferred Stock, which shares will no longer be considered outstanding or be entitled to the relevant annual dividend.

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 Preferred Stock.

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.

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 certain 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.

Ballengee and certain Ballengee Family Office Affiliates voluntarily suspended the right to receive dividends and distributions upon Preferred Stock held by them for the period from August 1, 2025 to January 1, 2026.

In connection with the 2025 divestiture of certain wholly owned subsidiaries, the Company became directly obligated for a related-party note payable to Meridian Equipment Leasing, LLC, an entity affiliated with the Company’s Chief Executive Officer, totaling $5,040,545.

The Company also assumed $2,302,696 of related-party debt owed to Meridian Equipment Leasing, LLC in connection with the purchase of certain assets following the divestiture.

The notes bear interest at 12% per annum and mature in August 2028.

The aggregate outstanding balance of these related-party notes was $6,701,887 as of December 31, 2025.

During the year ended December 31, 2025, the Company entered into a yard lease in Pearsall, Texas with a related party affiliated with the Company’s Chief Executive Officer.

The lease has a term of approximately three years, with a monthly rent of $3,000 per month escalating annually, and is accounted for as an operating lease, with amounts included in operating lease right-of-use assets and liabilities.

On June 15, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together with Jorgan, the “Sellers”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, at closing, which occurred on August 1, 2022, we acquired all of the issued and outstanding membership interests where the consideration included secured three-year promissory notes issued by us in favor of the Sellers (the “Notes”).

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As James Ballengee is now our Chief Executive Officer and is the beneficiary of Jorgan and JBAH, and the Sellers are significant shareholders, certain transactions, as noted below, related to Jorgan, JBAH, and James Ballengee are now considered related party transactions.

As of December 31, 2024, the balance of the promissory note is $18,109,503.

For the year ended December 31, 2024, we made cash payments of $2,573,883 on the note.

The promissory notes, which bear interest at prime plus 3% (x.x% at December 31, 2025), were amended in 2025 to reduce the required monthly payments from 99% to 50% of Monthly Free Cash Flow, as defined in the agreement.

As of December 31, 2025 and 2024, the aggregate outstanding principal balance of the notes issued to Jorgan was $1,137,563 and $18,109,503, respectively.

Our subsidiary, White Claw Colorado City, LLC, has an Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

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The agreement expires on December 31, 2031.

For the year ended December 31, 2024, we realized tank storage revenue of approximately $1,800,000.

The Company recognized related-party tank storage revenue of $1,802,868.07 for the year ended December 31, 2025, and $1,350,000 for the year ended December 31, 2024.

Our subsidiary, Silver Fuels Delhi, LLC (SFD), has an amended Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which WC Crude supplies volumes of Crude Petroleum to our facility, 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.

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The Supply Agreement expires on December 31, 2031.

For the year ended December 31, 2024, we made crude oil purchases from WC Crude of $43,632,933 and received deficiency payments of $1,855,076.

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

These sales agreements are cash net settled at market prices.

We produced and sold crude and natural gas liquids to WC Crude in the amount of $10,790,417, for the year ended December 31, 2024.

For the twelve months ended December 31, 2025 and 2024, the Company recorded crude oil purchases from WC Crude of $1,524,148 and $14,796,564, respectively, and recognized deficiency payments of $1,477,000 and $0, respectively.

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

The Company recognized related-party sales to WC Crude totaling $61,158 and $9,886,435 the years ended December 31, 2025 and 2024, respectively.

On October 17 2024, our newly acquired subsidiaries under the Endeavor Entities, received funding of $530,000 under our May 14, 2024 promissory note between Vivakor, Inc.

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On May 23, 2024, we issued a promissory note to Ballengee Holdings, LLC, of which our Chief Executive Officer is the beneficial owner, which replaced and rescinded the above referenced note with James Ballengee effective back to May 14, 2024, under the same terms such that all obligations under the notes are the responsibility of Ballengee Holdings, LLC and the prior note with James Ballengee is no longer enforceable.

As of December 31, 2024, the principal balance and accrued interest of this note was $1,164,150 and $43,880.

As of December 31, 2025 and 2024, the principal balance and accrued interest of this note was $1,481,730 and $139,175, and $1,164,150 and $43,880, respectively.

On June 13, 2024, we owed our Chief Financial Officer $1,167,750 in accrued salary and bonuses, plus interest (together, the “Accrued Compensation”), for serving as the Company’s Chief Financial Officer, and executed a Settlement Agreement where the Accrued Compensation would be paid under the terms of a straight promissory note in the principal amount of the Accrued Compensation.

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In the event the note has not been paid in full by June 30, 2025, the note will mature and any amounts due thereunder will be due and payable in full on such date.

As of December 31, 2024 the balance of principal and accrued interest was $1,020,872 and $48,121.

The Accrued Compensation and relevant promissory note were the subject of litigation between the Company and its former Chief Financial Officer in 2025, and dispute currently exists regarding the amounts due for the Accrued Compensation.

On July 5, 2024, the Company received a loan from Ballengee Holdings, LLC, in the principal amount of $500,000, and in connection therewith, we agreed to issue 108 ($50,000) restricted shares of the Company’s common stock, which is currently accrued in related party accounts payable in stock until the shares are issued.

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The lender may not convert amounts owed under the note if such conversion would cause him to own more than 4.99% of our common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon from the lender.

As of December 31, 2024 the balance of principal and accrued interest was $500,000 and $24,456.

As of December 31, 2025 and 2024 the balance of principal and accrued interest was $500,000 and $61,956.52 and $500,000 and $24,456, respectively.

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

1 unchanged sentence

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

As of December 31, 2024, the balance owed was $404,120.

As of December 31, 2025 and 2024, the balance owed was $479,109 and $404,120.

Policy on Future Related-Party Transactions

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Audit Related Fees

In the above table, Audit Fees are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year.

“Tax fees” are fees billed for professional services rendered for tax compliance, tax advice and tax planning.

the above table, Audit Fees are fees billed by our company’s external auditor for services provided in auditing our company’s

annual financial statements for the subject year.

“Tax fees” are fees billed for professional services rendered for tax compliance,

tax advice and tax planning.

The audit fees include review of our interim financial statements and year-end audit.

3 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 1013 )

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 688 )

Consolidated Balance Sheets as of December 31, 2025 and 2024

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Dallas, Texas

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Vivakor, Inc.

(the “Company”) as of December 31, 2024, the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America.

Opinion on the

Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Vivakor, Inc.

(the “Company”) as of December 31, 2025 and December 31, 2024, the related consolidated statements

of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred

to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position of the Company at December 31, 2025 and December 31, 2024, and the results of its operations

and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company has a significant working capital deficiency, suffered significant recurring losses from operations, and needs to raise additional funds to meet its obligations and sustain its operations.

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

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements,

the Company has a significant working capital deficiency, suffered significant recurring losses from operations, and needs to raise additional

funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to

continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provides

a reasonable basis for our opinion.

/s/ Urish Popeck & Co., LLC

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April 15, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

VIVAKOR, INC.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Vivakor, Inc.

(the “Company”) as of December 31, 2023 the relate d consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

We served as the Company’s auditor from 2022 to 2024.

Houston, Texas

April 16, 2024

VIVAKOR, INC.

CONSOLIDATED BALANCE SHEETS

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Cash and cash equivalents

Cash- restricted

Accounts receivable

Accounts receivable- related party

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

receivable - related party

Prepaid expenses

Marketable securities

Other assets, current

Total current assets

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Property and equipment, net

Right of use assets- operating leases

License agreements, net

of use assets - operating leases

Intellectual property, net

Customer relationships, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable and accrued expenses

Accounts payable and accrued expenses- related parties

payable and accrued expenses - related parties

Accrued compensation

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Loans and notes payable, current

Loans and notes payable, current- related parties

and notes payable, current - related parties

Derivative liabilities

Other liabilities

Total current liabilities

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Loans and notes payable, long term

Loans and notes payable, long term- related parties

Long-term debt (working interest royalty programs)

and notes payable, long term - related parties

Deferred tax liability

Total liabilities

Stockholders’ equity:

Stockholders’ equity (deficit):

Preferred stock, $ 0.001 par value;

15,000,000 shares authorized, 107,789 and none outstanding as of December 31, 2024 and 2023

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

Common stock, $ 0.001 par value;

500,000,000 shares authorized;

41,709,190 and 26,220,508 were issued and outstanding as of December 31, 2024 and 2023, respectively

2,013,106 and 208,546 were issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

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Accumulated deficit

( 204,269,519

Total Vivakor, Inc.

stockholders’ equity

stockholders’ equity (deficit)

Noncontrolling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

See accompanying notes to consolidated financial statements

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CONSOLIDATED STATEMENTS OF OPERATIONS

Terminaling and storage

Terminaling and storage- related party

Transportation logistics

Revenues - related party

Total revenues

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Total operating expenses

Loss from operations

Gain (loss) from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Gain on disposition of asset

Gain on deconsolidation of variable interest entity

Gain (loss) on disposition of assets

Gain on deconsolidation of subsidiary

Loss on conversion of debt

Interest income

Interest expense

Interest expense- related parties

expense - related parties

Other income (loss)

Total other income (expense)

Loss before provision for income taxes

( 110,119,934

Provision for income taxes

Consolidated net loss

( 110,236,938

Net loss attributable to noncontrolling interests

Net loss attributable to Vivakor, Inc.

Series A preferred stockholder dividend

( 110,231,843

Series A Preferred Stockholder Dividends

Net loss to common shareholders

( 115,318,093

Basic and diluted net loss per share

Basic weighted average common shares outstanding

and diluted weighted average common shares outstanding

See accompanying notes to consolidated financial statements

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January 1, 2024

Issuance of common stock for a reduction of liabilities

Issuance of common stock for a reduction of note payable to Jorgan

Elimination of noncontolling interest related to deconsolidation of variable interest entity

Non-qualified stock options issued to third party

Stock based compensation

December 31, 2023

Issuance of common stock for services

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Stock based compensation

Stock based compensation- Consultant

based compensation - Consultant

Series A Preferred Stock issued as part consideration for the purchase of the Endeavor Entities

Common stock issued as part consideration for the purchase of the Endeavor Entities

Common stock distributable- Series A Preferred Stock Dividends

stock distributable - Series A Preferred Stock Dividends

January 1, 2025

Issuance of common stock for cash, net of offering costs

Issuance of common stock for a reduction of liabilities

Issuance of common stock for legal settlement

Stock based compensation

based compensation - consultant

stock issued - Series A Preferred Stock Dividends

stock distributable - Series A Preferred Stock Dividends

Shares issued with debt

Shares issued with debt conversion

Consideration received for divestiture

Excess of consideration for divestiture over net assets transferred

( 110,231,843

( 110,236,938

December 31, 2025

( 204,269,519

See accompanying notes to consolidated financial statements

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Consolidated net loss

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization

( 110,236,938

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization and depreciation

Impairment loss

Forgiveness of liabilities

Stock-based compensation

Stock-based compensation- consultant

Unrealized (gain) loss- marketable securities

Gain on deconsolidation of variable interest entity

compensation - consultant

Unrealized gain (loss) on marketable securities

Gain (loss) on disposition of assets

Loss on conversion of debt

Gain on forgiveness of debt

Gain on deconsolidation of subsidiary

Gain on settlement of accounts payable

Deferred income taxes

Changes in operating assets and liabilities:

Noncash interest charges

Deferred tax liability

Adjustments from operating leases

Interest on notes receivable

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

Accounts receivable

Prepaid expenses

Right of use assets- finance leases

Right of use assets- operating leases

Operating lease liabilities

Accounts payable and accrued expenses

Interest on notes receivable

Interest on notes payable

Operating lease liabilities

Net cash provided by (used in) operating activities

INVESTING ACTIVITIES:

Deconsolidation of subsidiaries cash, cash equivalents and restricted cash

Return of cash for divestiture

Acquisition of assets

Notes receivable assumed from deconsolidation of variable interest entity

Proceeds from sale of property and equipment

Purchase of equipment

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Proceeds from loans and notes payable

Proceeds from loans and notes payable- related party

Proceeds from sale of common stock

from loans and notes payable - related party

Payment of notes payable

Payment of notes payable- related party

Distributions to noncontrolling interest

Net cash provided by financing activities

of notes payable - related party

Proceeds from sale of common stock

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

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Noncash transactions :

of preferred stock as consideration for divestiture, net

Common stock and Series A preferred stock issued for acquisition

Accounts payable on purchase of equipment

Capitalized interest on construction in process

Issuance of related party notes payable for purchase of equipment

Notes payable settled against working capital items for netting arrangement

Security deposits and reserves applied to finance lease liabilities

Series A preferred shareholder stock dividends

Common stock issued with debt

Non-qualified stock options issued with debt

Common stock issued for a reduction in liabilities

Common stock issued for legal settlement

Common stock issued for services

Common stock issued on conversion of debt

Common stock issued for a reduction in liabilities

Common stock and Series A preferred stock issued in the acquisition of the Endeavor Entities

See accompanying notes to consolidated financial statements

VIVAKOR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Organization and Basis of Presentation

Description of Business

Vivakor, Inc.

(collectively “we”, “us,” “our,” “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 crude oil gathering, storage and transportation facilities, as well as contaminated soil remediation services.

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

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

On April 30, 2008, the Company was converted to a C-corporation and changed its name to Vivakor, Inc.

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

We operate in two main business segments:

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

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

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

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

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.

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.

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

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

The transaction closed on February 15, 2024.

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

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

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

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

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

In accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (“VWFI”), recognizing a gain on deconsolidation of $ 438,099 in the fourth quarter of fiscal year 2023, and as of February 15, 2024 we deconsolidated VivaSphere, recognizing a gain of $ 177,550 for the twelve months ended December 31, 2024.

The assets, liabilities and equity related to VWFI and VivaSphere were removed from our financial statements on their respective deconsolidation dates, resulting in the gains on deconsolidation.

Going Concern & Liquidity

We have historically suffered net losses and cumulative negative cash flows from operations, and as of December 31, 2024, we had an accumulated deficit of approximately 88,951,426 $99 million.

As of December 31, 2024 and 2023, we had a working capital deficit of approximately $ 101.5 million and $ 34.9 million, respectively.

As of December 31, 2024, we had cash of approximately $ 3.7 million, of which $ 3 million is restricted cash.

In addition, we have obligations to pay approximately $ 61 million of debt within one year of the issuance of these financial statements.

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

During the year ended December 31, 2024, subject to available cash flows, the Company continued its strategy to monetize its intellectual properties and execute its business plan, including the acquisition of the Endeavor Entities.

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

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

The Company has prepared the consolidated financial statements on a going concern basis.

If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity.

Management cannot provide any assurance that the Company will be able to execute its plans to raise additional capital, close its merger and acquisitions, or that its operations or business plan will be profitable.

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

The Company owns and operates a diversified portfolio of midstream infrastructure assets located in several of the nation’s oil-producing basins, complemented by related environmental service offerings.

The Company was originally organized on November 1, 2006, as Genecular Holdings, LLC, a Nevada limited liability company.

On November 3, 2006, the entity changed its name to NGI Holdings, LLC.

On April 30, 2008, the Company converted to a Nevada C corporation and adopted its current name, Vivakor, Inc.

The Company conducts its operations through three primary business

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

The transportation and logistics segment includes crude oil gathering and transportation assets, including pipeline and trucking operations in the Permian and Anadarko Basins.

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

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

The Company is also developing an environmental services business through the planned deployment of Remediation Processing Centers (“RPCs”), which are designed to recover hydrocarbons from contaminated soils and related waste streams.

The first RPC is under construction in Harris County, Texas.

On October 1, 2024, the Company acquired certain entities (the “Endeavor Entities”), expanding its midstream operations.

During 2025, the Company completed the sale of certain non-core assets acquired in this transaction as part of a strategic review.

See Note 4 - Business Combination and Divestiture of Wholly Owned Subsidiaries additional information.

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

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

See Note 4 - Business Combination and Divestiture of Wholly Owned Subsidiaries additional information.

During 2024, the Company completed the sale of 100% of the equity interests of VivaSphere, Inc.

(“VivaSphere”), which closed on February 15, 2024.

In connection with the transaction, the Company deconsolidated VivaSphere and recognized a gain of $ 177,550 for the year ended December 31, 2024.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB ”) “FASB Accounting Standard Codification™” (the “ Codification ”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of consolidated financial statements in conformity with generally accepted accounting principles (“ GAAP ”) in the United States.

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

GAAP”) and Securities and Exchange Commission (“SEC”) regulations.

The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

All figures are in U.S.

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Principles of Consolidation

The consolidated financial statements include the accounts of 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.

Inactive entities have no value, assets or liabilities.

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.

In accordance with ASC 810, the Company deconsolidated Viva Wealth Fund I, LLC from its consolidated balance sheet as of December 31, 2023.

The Company follows ASC 810-10-15 guidance with respect to accounting for Variable Interest Entities (“VIE”).

A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any of the characteristics of a controlling financial interest.

A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of the entity’s expected residual returns.

Variable interests are contractual, ownership, or other pecuniary interests that change with changes in the fair value of the entity’s net assets.

A party is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, which provides the party with a controlling financial interest.

A party is deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria.

The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance.

The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE.

The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in facts and circumstances.

For the year ended December 31, 2024, RPC Design and Manufacturing, LLC was considered to be a VIE and is consolidated in our consolidated financial statements.

In accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation of $ 438,099 .

The assets, liabilities and equity related to VWFI were removed from our financial statements, resulting in the gain on deconsolidation (see below).

For the years ended December 31, 2024 and 2023 the following entities were inactive, but considered to be a VIE, but were not consolidated in our consolidated financial statements due to a lack of the power criterion or the losses/benefits criterion:

Vivaventures UTS I, LLC, Vivaventures Royalty II, LLC, Vivaopportunity Fund, LLC, and International Metals Exchange, LLC.

For the years ended December 31, 2024 and 2023, the unaudited financial information for the unconsolidated VIEs is as follows:

Vivaventures UTSI, LLC held assets of none and $ 1,633,897 (where the primary asset represented a receivable from the Company, which was impaired for the year ended December 31, 2024), and liabilities of $ 52,940 , respectively.

Vivaventures Royalty II, LLC held assets of none and $ 4,129,576 (where the primary asset represented a receivable from the Company, which was impaired as of December 31, 2024), and liabilities of $ 4,320 , respecctively.

Vivaopportunity Fund LLC held assets of $ 2,119,736 (where the primary asset represents a noncontrolling interest in units of a consolidated entity of the Company) and liabilities of $ 10,815 , respectively.

International Metals Exchange, LLC held assets of $ 28,969 and liabilities of $ 1,800 , respectively.

RPC Design and Manufacturing, LLC:

The Company established RPC Design and Manufacturing, LLC (“RDM”) in December 2018 with a business purpose of manufacturing custom machinery and selling or leasing the manufactured equipment in long term contracts with financing or leasing activities to the Company.

We own 100% of the voting rights in RDM.

We, as the sole general partner of RDM, have the full, exclusive and complete right, power and discretion to operate, manage and control the affairs of RDM and take certain actions necessary to maintain RDM in good standing without the consent of the limited partners.

RDM has entered into a license agreement with the Company indicating that while RDM builds custom machinery incorporating the Company’s hydrocarbon extraction technology, RDM will pay the Company a license fee of $ 500,000 per Remediation Processing Center manufactured.

Creditors of RDM have no recourse to the general credit of the Company.

For the years ended December 31, 2024 and 2023, investors in RDM have a noncontrolling interest of $( 2,039,656 ) and $ 146,501 , respectively.

As of December 31, 2024 and 2023, the cash and cash equivalents of this VIE are not restricted and can be used to settle the obligations of the reporting entity.

As of December 31, 2024 and 2023, this VIE has an outstanding note payable to the reporting entity in the amount of $ 2,902,464 and $ 2,785,006 , which is eliminated upon consolidation.

We have the primary risk (expense) exposure in financing and operating the assets and are responsible for 100% of the operation, maintenance and any unfunded capital expenditures, which ultimately could be 100% of a custom machine, and the decisions related to those expenditures including budgeting, financing and dispatch of power.

Based on all these facts, it was determined that we are the primary beneficiary of RDM.

Therefore, RDM has been consolidated by the Company.

Any intercompany revenue and expense associated with RDM and its license agreement with the Company has been eliminated in consolidation.

Viva Wealth Fund I, LLC:

The Company assisted in designing and organizing Viva Wealth Fund I, LLC (“VWFI”) in November 2020, as a special purpose entity, for the purpose of manufacturing, leasing and selling custom equipment solely to the Company.

Wealth Space, LLC, an unaffiliated entity, is the sole manager.

The Company was retained by the manager to assist with the administrative operations.

VWFI retained the Company to act as its sole plant manager, and to manage and direct all of the manufacturing, leasing and selling of custom equipment on behalf of VWFI to the Company.

In November 2020, VWFI commenced a $ 25,000,000 private placement offering to sell convertible promissory notes, which convert to VWFI LLC units, to accredited investors to raise funds to manufacture equipment to expand the Company’s second RPC, amended to manufacture one separate double capacity RPC.

As of October 1, 2023, Viva Wealth Fund I, LLC (VWFI) began its own business activities, which would no longer include fundraising, financing, or manufacturing RPCs with the Company.

In November 2020, VWFI commenced a $ 25,000,000 private placement offering to sell convertible promissory notes, which convert to VWFI LLC units, to accredited investors to raise funds to manufacture equipment that would expand the Company’s second RPC, amended to manufacture one separate double capacity RPC.

This private offering raised approximately $ 13,730,000 , which was accepted to complete one separate double capacity RPC, and thereafter the private offering was closed during 2023.

The Company is no longer retained by the manager to assist in VWFI’s administrative operations.

VWFI will no longer be manufacturing, leasing, or selling any further custom equipment related to RPCs or the Company in the foreseeable future.

We no longer have the primary risk (expense) exposure related to financing the assets under the closed offering.

There are no further capital expenditures required by VWFI as its offering is closed, and the one double capacity RPC that was funded and manufactured is in the final process of installation.

The Company has no investment or other interest that requires it to absorb portions of the entity’s expected losses or receive portions of the entity’s expected returns.

The Company has signed a lease with VWFI for the one double capacity RPC that was funded and manufactured by the VWFI offering.

Based on the above, the power criterion and the losses/benefits criterion are no longer met, and VWFI was deconsolidated on October 1, 2023 from our consolidated financial statements for the year ended December 31, 2024.

The Company consolidates entities in which it has a controlling financial interest.

The Company also evaluates its relationships with entities to determine whether they qualify as variable interest entities (“VIEs”) under Accounting Standards Codification (“ASC”) 810, Consolidation.

A VIE is an entity that either lacks sufficient equity to finance its activities without additional financial support or whose equity holders lack the characteristics of a controlling financial interest.

The Company consolidates a VIE when it is determined to be the primary beneficiary, which occurs when the Company has both (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant.

The Company continuously reassesses whether it is the primary beneficiary of a VIE as facts and circumstances change.

Business Combinations

We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions.

ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business.

A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors.

Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis;

whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values.

Goodwill as of the business acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.

While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the business acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date.

We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period.

Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.

The Company accounts for business combinations in accordance with ASC 805, Business Combinations.

The Company evaluates whether an acquisition represents a business or an asset acquisition.

For business combinations, the Company recognizes identifiable assets acquired and liabilities assumed at their acquisition-date fair values, with any excess of consideration transferred over the net assets acquired recorded as goodwill.

The Company uses estimates and assumptions in determining the fair values of assets acquired and liabilities assumed.

Measurement period adjustments may be recorded within one year of the acquisition date, with a corresponding adjustment to goodwill.

Subsequent adjustments are recognized in the consolidated statements of operations.

The Company also evaluates uncertain tax positions and valuation allowances assumed in a business combination and adjusts such estimates during the measurement period as appropriate.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents.

As of December 31, 2024 and 2023, the Company did not have any cash equivalents.

The Company places its cash with high credit quality financial institutions.

The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 .

As of December 31, 2024 and 2023, the Company had bank balances exceeding the FDIC insurance limit.

To reduce its risk associated with the failure of such financial institutions, the Company annually evaluates the rating of the financial institutions in which it holds deposits.

The Company has approximately $ 2,666 in Qatar National Bank, located in Doha Qatar.

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

As of December 31, 2025 and 2024, the Company did no t hold any cash equivalents.

The Company maintains cash balances with high-credit-quality financial institutions.

Deposits are insured by the FDIC up to applicable limits;

however, balances may exceed those limits.

The Company periodically evaluates the financial condition of its banking institutions.

Accounts Receivable

Accounts receivable are carried at original invoice amount less an estimated allowance for doubtful accounts, if deemed necessary by management, and based on a review of all outstanding amounts on a monthly basis.

Management determines the allowance for doubtful accounts, if any, by identifying troubled accounts and by using historical experience applied to an aging of accounts.

Investments in marketable securities consist of equity securities recorded at fair value.

Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.

We analyze our marketable securities in accordance with Accounting Standard Codification 321 (“ASC 321”).

Valuations for marketable securities are based on quoted prices for identical assets in active markets.

As of December 31, 2024 and 2023, the Company owns 1,000 Class A LLC Units in each of the following entities, which are not consolidated:

Vivaopportunity Fund LLC, Vivaventures UTSI, LLC, Vivaventures Royalty II, LLC, and International Metals Exchange, LLC.

In aggregate these units amount to $ 4,000 as of December 31, 2024 and 2023 and are recorded at cost.

These Class A Units give the Company’s management control of the entities but lack the necessary economics criterion, where the Company lacks the obligation to absorb losses of these entities, as well as the right to receive benefits from the LLCs.

Accounts receivable are recorded at the invoiced amount and presented net of an allowance for expected credit losses.

The Company evaluates collectability on a periodic basis based on specific customer risk, historical experience, and aging of receivables.

Accounts are written off when deemed uncollectible.

Investments in equity securities are measured at fair value in accordance with ASC 321, Investments in Equity Securities.

Changes in fair value are recognized in earnings.

Fair value is based on quoted market prices when available.

Convertible Instruments

The Company reviews the terms of convertible debt and preferred stock for indications requiring bifurcation, and separate accounting for the embedded conversion feature.

Generally, embedded conversion features where the ability to physical or net-share settle the conversion option is not within the control of the Company or the number of shares is variable are bifurcated and accounted for as derivative financial instruments.

(See Derivative Financial Instruments below).

Bifurcation of the embedded derivative instrument requires the allocation of the proceeds first to the fair value of the embedded derivative instrument with the residual allocated to the host instrument.

The resulting discount to the debt instrument or the redemption value of convertible preferred securities is accreted through periodic charges to interest expense over the term of the agreements or to dividends over the period to the earliest conversion date using the effective interest rate method, respectively.

The Company evaluates convertible debt and preferred stock to determine whether embedded conversion features require bifurcation and separate accounting as derivative instruments under applicable accounting guidance.

When bifurcation is required, the embedded derivative is recorded at fair value at issuance, with the residual proceeds allocated to the host instrument.

Any resulting discount is accreted to interest expense (or dividends, for preferred stock) over the term of the instrument using the effective interest method.

Convertible instruments that do not require derivative accounting are evaluated under applicable accounting guidance, and any associated discounts are accreted over the term of the instrument.

Upon conversion or extinguishment of convertible instruments, the Company evaluates the transaction under applicable accounting guidance.

Any difference between the carrying value of the instrument (including unamortized discounts and derivative liabilities, if applicable) and the fair value of the consideration transferred is recognized as a gain or loss on extinguishment of debt in the consolidated statements of operations.

Derivative Financial Instruments

The Company does not use derivative financial instruments to hedge exposures to cash-flow or market risks.

However, certain other financial instruments, such as warrants to purchase the Company’s common stock and the embedded conversion features of debt and preferred instruments that are not considered indexed to the Company’s common stock are classified as liabilities when either (a) the holder possesses rights to net-cash settlement, (b) physical or net share settlement is not within the control of the Company, or (c) based on its anti-dilutive provisions.

In such instances, net-cash settlement is assumed for financial accounting and reporting.

Such financial instruments are initially recorded at fair value and subsequently adjusted to fair value at the close of each reporting period.

Fair value for embedded conversion features and option-based derivative financial instruments is determined using the Monte Carlo Simulation or the Black-Scholes Option Pricing Model, respectively.

Other convertible instruments that are not derivative financial instruments are accounted for by recording the intrinsic value of the embedded conversion feature as a discount from the initial value of the instrument and accreting it back to face value over the period to the earliest conversion date using the effective interest rate method.

The Company follows Accounting Standards Codification 842, Leases (“ASC 842”).

We determine if an arrangement contains a lease at inception based on whether or not the Company has the right to control the asset during the contract period and other facts and circumstances.

We are the lessee in a lease contract when we obtain the right to control the asset.

Lease right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date.

Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of operations.

We determine the lease term by assuming the exercise of renewal options that are reasonably certain.

As most of our leases do not provide an implicit interest rate, we use our local incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.

According to ASC 842, the Company has measured the lease liabilities acquired on October 1, 2024 by measuring the present value of the remaining lease payments, as if the lease were acquired on acquisition date.

The right-of-use assets were measured at the same amount as the lease liabilities as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.

Finance ROU assets are included in property, plant, equipment, net (see Note 8).

As of December 31, 2024 and 2023, we recorded operating right-of-use assets of $ 4,920,454 and $ 1,534,870 , operating lease obligations of $ 4,826,502 and $ 1,629,821 , and finance lease obligations of $ 9,402,997 and 2,816,078 .

Long Lived Assets

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

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

During 2023, the Company 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 Al Sayer (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 contract with the Company.

For the year ended December 31, 2024, the Company realized an impairment loss of $ 8,632,773 , which is primarily related to the following events:

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

The Company evaluated these events and determined that the inability to obtain an agreement with Enshaat or Kuwait Oil Company in 2024 was a trigger event requiring analysis for impairment.

The Company cannot ensure an agreement will be executed and has assessed an impairment loss of the assets related to our Kuwait RPCs of $ 7,047,179 for the year ended December 31, 2024.

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

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

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

Property and equipment, net

The Company does not use derivative financial instruments to hedge risks.

However, certain financial instruments, including warrants and embedded features in debt or preferred stock, may be classified as derivative liabilities if they are not indexed to the Company’s own stock or if settlement is not within the Company’s control.

These instruments are initially recorded at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.

The Company accounts for leases in accordance with ASC 842, Leases .

The Company determines whether an arrangement contains a lease at inception based on whether it has the right to control the use of an identified asset.

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments.

ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

The Company determines the lease term by including renewal options that are reasonably certain to be exercised.

As most leases do not provide an implicit rate, the Company uses its incremental borrowing rate at the commencement date to determine the present value of lease payments.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as expense on a straight-line basis over the lease term.

Property and Equipment and Long Lived Assets

Property and equipment are stated at cost or fair value when acquired.

Depreciation is computed by the straight-line method and is charged to the statement of operations over the estimated useful lives of the assets.

Leasehold improvements are depreciated over the shorter of the estimated useful lives of the assets or the term of the related lease.

Impairment losses are recognized for long-lived assets, including definite-lived intangibles, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are not sufficient to recover the assets’ carrying amount.

Impairment losses are measured by comparing the fair value of the assets to their carrying amount.

Interest on long-term debt for the development or manufacturing of Company assets is capitalized to the asset until the asset enters production or use, and thereafter all interest is charged to expense as incurred.

Maintenance and repairs are charged to expense as incurred.

Leasehold improvements are depreciated over the shorter of the estimated useful lives of the assets or the term of the related lease.

The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in our results of operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the asset.

The estimated useful lives of property and equipment are as follows:

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Lesser of the lease term or estimated useful life

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

Equipment under construction is recorded as construction in process and is not depreciated until placed into service.

The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

If the carrying amount exceeds estimated undiscounted future cash flows, an impairment loss is recognized for the excess over fair value.

Interest incurred during construction is capitalized until the assets are placed into service.

Maintenance and repairs are expensed as incurred, and gains or losses on disposals are recognized in the period incurred.

Intangible Assets and Goodwill:

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

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired.

Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired.

The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment.

The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization.

Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 10 to 20 years.

The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount.

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

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

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

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

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

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

We have evaluated our intangible assets for the years ended December 31, 2024 and 2023, and found that certain losses and a delay in our business plan may have constituted a triggering event for our long-lived intangible assets under ASC 360.

We performed an analysis and did not find any impairment for the year ended December 31, 2023.

For the year ended December 31, 2024, the Company continues to negotiate the terms for an agreement directly with Kuwait Oil Company for the remediation services on the KERP.

The Company evaluated these events and determined that the inability to obtain an agreement with Enshaat or Kuwait Oil Company in 2024 was a trigger event requiring analysis for impairment.

We analyzed the events and assessed an impairment loss of the assets related to our Kuwait RPCs of $7,047,179 for the year ended December 31, 2024.

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

The Company performs its annual goodwill impairment test in the fourth quarter each year, and more frequently if facts and circumstances indicate such assets may be impaired, including significant declines in actual or future projected cash flows and significant deterioration of market conditions.

The Company’s goodwill impairment assessment includes a qualitative assessment to determine whether it is more likely than not that the fair value of the goodwill is below its carrying value, each year, and more often if there are significant changes in business conditions that could result in impairment.

When a quantitative analysis is considered necessary for the annual impairment analysis of goodwill, the Company develops an estimated fair value for the reporting unit considering three different approaches:

1) market value, using the Company’s stock price plus outstanding debt;

2) discounted cash flow analysis;

and 3) multiple of earnings before interest, taxes, depreciation and amortization based upon relevant industry data.

The estimated fair value of the reporting unit is then compared to its carrying amount, including goodwill.

If the estimated fair value exceeds the carrying amount, goodwill is not considered impaired.

If the carrying amount, including goodwill, exceeds its estimated fair value, any excess of the carrying value of goodwill of the reporting unit over its fair value is recorded as an impairment.

No goodwill impairment loss was incurred during the years ended December 31, 2024 and 2023.

Asset Retirement Obligations

Under ASC 410-20, Asset Retirement and Environmental Obligations – Asset Retirement Obligations, which relates to accounting requirements for costs associated with legal obligations to retire tangible, long-lived assets, the Company records an Asset Retirement Obligation (“ARO”) at fair value in the period in which it is incurred by increasing the carrying amount of the related long-lived asset.

In each subsequent period, liability is accreted over time towards the ultimate obligation amount and the capitalized costs are depreciated over the useful life of the related asset.

The Company did no t identify any significant or material cost after review;

thus, no ARO obligation is recorded for the years ended December 31, 2024 and 2023.

The Company accounts for intangible assets and goodwill in accordance with ASC 350, Intangibles, Goodwill and Other.

Intangible assets acquired in business combinations are recorded at fair value at the acquisition date.

Definite-lived intangible assets are amortized over their estimated useful lives, which generally range from 7 to 20 years.

The Company evaluates definite-lived intangible assets for impairment in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

If such indicators are present, recoverability is assessed by comparing the carrying amount of the asset group to the estimated undiscounted future cash flows.

If the carrying amount exceeds those cash flows, an impairment loss is recognized based on the excess of the carrying amount over fair value.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination.

The Company evaluates goodwill for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may exist.

Share-Based Compensation

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See Note 17 for further information on income tax.

Change in Segment Reporting

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

Previously, the Company reported operations under two segments:

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

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

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

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

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

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

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

Revenue Recognition

We follow Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”).

The revenue standard contains a five-step approach that entities will apply to determine the measurement of revenue and timing of when it is recognized, including (i) identifying the contract(s) with a customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to separate performance obligations, and (v) recognizing revenue when (or as) each performance obligation is satisfied.

The standard requires a number of disclosures intended to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue, and the related cash flows.

The disclosures include qualitative and quantitative information about contracts with customers, significant judgments made in applying the revenue guidance, and assets recognized from the costs to obtain or fulfill a contract.

Our sales consist of storage services and the sale of crude oil or like products.

For the years ended December 31, 2024 and 2023, disaggregated revenue by customer type was as follows:

$ 71,028,495 and $ 59,321,752 in terminaling and storage and $ 18,782,745 and none in Transportation Logistics.

We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

After completion of our performance obligation, we have an unconditional right to consideration as outlined in our contracts.

Due to the nature of our product we do not accept returns.

Our receivables will generally be collected in less than three months, in accordance with the underlying payment terms.

For the years ended December 31, 2024 and 2023, approximately 75.1 % and 97 % of our sales consisted of the sale of crude oil or like products with a commitment to deliver product to the customer, where revenue is recognized on the settlement date, which is defined as the date on which:

(1) the quantity, price, and specific items being purchased have been established, (2) product have been shipped to the customer, and (3) payment has been received or is covered by the customer’s established credit limit with the Company.

In order to ensure the revenue recognition in the proper period, we review material sales contracts for proper cut-off based upon the business practices and legal requirements of each country.

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers.

Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive.

The Company generates revenue from three

reportable segments:

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

Revenue from the

sale of crude oil and related petroleum products (Supply and Trading) is recognized at a point in time when control transfers to the

customer, which generally occurs upon delivery and when pricing and quantity are fixed.

Revenue from terminaling, storage, and

transportation services is recognized over time as the services are performed, as customers simultaneously receive and consume the

benefits of the services.

See Note 16 for a breakdown of revenue recognized over time (Transportation and Logistics and Terminaling and Storage) and revenue recognized

at a point in time (Supply and Trading).

The Company’s contracts generally do not include significant financing components, and payment terms are typically less than three months.

The Company does not accept returns due to the nature of its products.

The Company reviews contracts to ensure revenue is recognized in the appropriate period based on contractual terms, delivery conditions, and applicable legal requirements.

Related Party Revenues

Our revenue from related parties for 2024 and 2023 was $ 31,199,089 and $ 13,241,923 .

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

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

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

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

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

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

Revenue from related parties was $ 20,225,406 and $ 31,199,089 for the years ended December 31, 2025 and 2024, respectively.

The Company generates revenue from related parties through the sale of crude oil and related products, as well as the provision of terminaling, storage, pipeline throughput, and transportation logistics services under long-term contracts.

These contracts were acquired as part of the Company’s acquisitions of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC in August 2022, and Silver Fuels Processing, LLC, Endeavor Crude, LLC, and Meridian Equipment Leasing, LLC in October 2024, and were entered into in the ordinary course of business.

The Company evaluates collectability of related party receivables in a manner consistent with other customers.

Major Customers and Concentration of Credit Risk

The Company has two major customers, which account for approximately 60.41 % and 100 % of the balance of accounts receivable as of December 31, 2024 and 2023.

Our two major customers (one of which is a related party) account for approximately 75.76 % and 99 % of the Company’s revenues for the years ended December 31, 2024 and 2023.

At December 31, 2025, the Company had a major customer, who was a related party, which accounted for approximately 23.4 % of the Company’s revenues and 0 % of the accounts receivable balance.

At December 31, 2024, the Company had two major customers, including the same related party, which accounted for approximately 75.76 % of the Company’s revenues and for approximately 60 % of the accounts receivable balance.

Additionally, the Company operates in the crude oil industry.

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Failure to correctly project the financial results of the offering or settlement of legal fees related to the offering could materially impact our results of operations and financial position.

Advertising Expense

Advertising costs are expensed as incurred.

The Company did not incur advertising expense for the years ended December 31, 2024 and 2023.

Recent Accounting Pronouncements

Under the Jumpstart Our Business Startups Act, or the JOBS Act, we meet the definition of an “emerging growth company.” We have irrevocably elected to opt-out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

As a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non- emerging growth companies.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which improves Convertible Instruments and Contracts in an Entity’s Own Equity and is expected to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity.

The ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S.

Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it.

The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas.

This guidance was adopted by the Company for fiscal year 2024.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (ASU 2023-07), which requires that a public entity disclose, on an interim and annual basis, significant segment expense categories and amounts that are regularly provided to its chief operating decision maker (CODM) and included in each reported measure of segment profit or loss.

An entity must also disclose, by reportable segment, the amount and composition of other expenses.

The standard requires an entity disclose the title and position of its CODM and explain how the CODM uses these reported measures in assessing segment performance and determining how to allocate resources.

ASU 2023-07 will be effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 31, 2024, with retrospective application.

This guidance was adopted by the Company for fiscal year 2024.

In December 2023, the FASB issued ASU No.

the Jumpstart Our Business Startups Act, or the JOBS Act, we meet the definition of an “emerging growth company.” We

have irrevocably elected to opt-out of the extended transition period for complying with new or revised accounting standards

pursuant to Section 107(b) of the JOBS Act.

As a result, we comply with new or revised accounting standards on the relevant

dates on which adoption of such standards is required for non-emerging growth companies.

In December 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (ASU 2023-09), which requires that a public entity disclose specific categories in its annual income tax rate reconciliation table and provide additional qualitative information for reconciling items representing at least 5% of pre-tax income or loss from continuing operations, using the federal statutory tax rate.

The standard also requires an annual breakdown of income taxes paid by jurisdiction (i.e., federal, state and foreign), with further disaggregation by jurisdictions representing at least 5% of total income taxes paid.

ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with prospective application.

We are currently evaluating the disclosure impact of our adoption of this standard, and do not expect a significant impact.

to Income Tax Disclosures (“ASU 2023-09”), which requires that a public entity disclose specific categories in its annual

income tax rate reconciliation table and provide additional qualitative information for reconciling items representing at least 5% of

pre-tax income or loss from continuing operations, using the federal statutory tax rate.

The standard also requires an annual breakdown

of income taxes paid by jurisdiction (i.e., federal, state, and foreign), with further disaggregation by jurisdictions representing at

least 5% of total income taxes paid.

State taxes in Texas represent the majority of the Company’s state tax exposure, comprising

greater than 50% of the total state tax effect.

ASU 2023-09 is effective for annual periods beginning

after December 15, 2024 and is applied on a prospective basis.

The Company adopted this guidance prospectively during the year ended December

31, 2025, and the adoption did not have a material impact on its consolidated financial statements or related disclosures.

Net Income/Loss Per Share

All share and per share amounts have been retroactively adjusted to reflect the reverse stock split effected in March 2026.

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

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

Business Combination

Going Concern & Liquidity

The Company has historically incurred net losses

and experienced negative cash flows from operations and, as of December 31, 2025, had an accumulated deficit of approximately 204,269,519 $204

As of December 31, 2025 and 2024, the Company had a working capital deficit of approximately $ 53.2 million

and $ 101.5 million, respectively.

December 31, 2025, the Company had approximately $ 2.0

million in cash, of which $ 1.8 million was

In addition, the Company had approximately $ 18.1

million of debt obligations due within one year of the issuance of these financial statements.

The Company is further obligated

under finance lease liabilities of approximately $9.1 million and has current derivative liabilities of approximately $9.1 million,

which may require settlement in cash or equity and could place additional demands on liquidity.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans to address these conditions include pursuing additional capital through private and public equity offerings, including a structured financing arrangement that provides for potential funding, subject to customary closing conditions.

The Company has also entered into a letter of intent for the potential sale of certain midstream and transportation assets, which, if completed, is expected to provide liquidity and support ongoing operations.

In addition, management is focused on executing its business plan, including strategic acquisitions to enhance revenue-generating operations, monetizing certain assets, and implementing cost management initiatives to improve operating efficiency.

While management is actively pursuing these initiatives, their successful implementation is subject to various factors, including market conditions and the completion of financing and strategic transactions.

Accordingly, there can be no assurance that these plans will be successfully implemented or that they will be sufficient to alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern.

Business Combination and Divestiture of Wholly Owned Subsidiaries

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.

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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 sellers were issued 33,621 shares of our common stock and 107,789 shares of our Series A Preferred Stock.

For the acquisition of the Endeavor Entities, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed:

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Total net assets acquired

The value of goodwill represents the Endeavor Entities’ ability to generate profitable operations going forward.

The value of goodwill as of the date of acquisition represented the Endeavor Entities’ ability to generate profitable operations going forward.

Management engaged a valuation expert who performed a valuation study to calculate the fair value of the acquired assets and goodwill.

As of December 31, 2024 and 2023, goodwill was $ 68,885,853 and $ 14,984,768 .

The acquired contracts and customer relationships are amortized over their 10 year, 3 month remaining useful life.

Business combination related costs were expensed as incurred and consisted of various advisory, legal, accounting, valuation and other professional fees of $ 569,431 for the year ended December 31, 2024.

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From the date of acquisition on October 1, 2024 through December 31, 2024, $ 28,045,368 of sales in aggregate is attributed to the Endeavor Entities.

The unaudited financial information in the table below summarizes the combined results of operations of the Company and the Endeavor Entities for the years ended December 31, 2024 and 2023, on a pro forma basis, as though the companies had been combined as of January 1, 2023.

The pro forma earnings for the years ended December 31, 2024 and 2023, were adjusted to include intangible annual amortization expense on customer relationships acquired of $3,054,088, annual increased depreciation expense of $6,725,306 on the step up in appraised property, plant and equipment, respectively.

Further adjustments were made for revaluation of the net effect of finance lease amortization and interest expense of $ 1,126,167 and $ 3,109,907 for the years ended December 31, 2024 and 2023, respectively.

The unaudited financial information in the table below summarizes the combined results of operations of the Company and the Endeavor Entities for the years ended December 31, 2024, on a pro forma basis, as though the companies had been combined as of January 1, 2023.

The pro forma earnings for the years ended December 31, 2024 were adjusted to include intangible annual amortization expense on customer relationships acquired of $ 3,054,088 , annual increased depreciation expense of $ 6,725,306 on the step up in appraised property, plant and equipment, respectively.

Further adjustments were made for revaluation of the net effect of finance lease amortization and interest expense of $ 1,126,167 for the year ended December 31, 2024.

The $569,431 of acquisition-related expenses were excluded from the year ended December 31, 2024, and included in the year ended December 31, 2023, as if the acquisition occurred at January 1, 2023.

The pro forma results reflect finance lease amortization expense increased of $ 2,436,636 and $ 5,261,373 , and finance lease interest expense decrease of $815,408 and increase of $3.6,962, for the years ended December 31, 2024 and 2023, respectively, as well as the annual 6% Series A preferred shareholder dividend of $ 6,353,869 , respectively.

The pro forma results reflect finance lease amortization expense increased of $ 2,436,636 and finance lease interest expense decrease of $ 815,408 for the year ended December 31, 2024, as well as the annual 6% Series A preferred shareholder dividend of $ 6,353,869 , respectively.

All such amounts have been reflected in the corresponding unaudited financial information in the table below.

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Basic and diluted loss per share

Weighted average shares outstanding- Basic and diluted

average shares outstanding - Basic and diluted

On July 30, 2025, the Company completed the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC (together, the “Divested Entities”), two indirectly wholly owned subsidiaries (which were acquired by the Company in October 2024), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) entered into with Jorgan Development, LLC (“Jorgan”), an entity controlled by James Ballengee, one of our executive officers and directors.

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

The Divested Entities were considered

non-core to the Company’s long-term strategic focus, as their primary operations consisted of water trucking and related

equipment leasing.

As part of the transaction, the Company also transferred certain associated liabilities, which resulted in a

meaningful reduction of its outstanding obligations and improved its overall balance sheet position.

The purchase price consisted of

the Company’s Series A Convertible Preferred Stock, with a stated value of $ 11.1

million (net of offering costs of $ 243,786 ), and a carrying value of approximately $ 10.8 million which was returned to the Company,

retired, and is no longer outstanding or entitled to dividends.

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

The consideration received was limited to the return of the Series A Preferred Stock.

The amounts related to the transactions were as follows:

Schedule of businesses consisted

Net consideration received:

Return of 11,058 shares of the Companys Series A Preferred Stock

assets transferred

Accounts receivable

Accounts receivable primarily relates to trade accounts receivable for crude oil sales and reflects.

any differences between the amounts due from customers less an estimated allowance for doubtful accounts, if deemed necessary by management.

Estimated allowances for doubtful accounts is based on a review of all outstanding amounts on a monthly basis.

Management determines the allowance for doubtful accounts, if any, by identifying troubled accounts and by using historical experience applied to an aging of accounts.

As of December 31, 2024 and 2023, an allowance for doubtful accounts of none was deemed necessary.

Prepaid expenses

Property and equipment, net

Right of use assets - operating leases

liabilities transferred

Accounts payable and accrued expenses

Operating lease liabilities

Finance lease liabilities

Loans and notes payable

Total net assets transferred

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

Accounts receivable

Accounts receivable primarily relates to trade accounts receivable for crude oil sales and reflects any differences between the amounts

due from customers less an estimated allowance for doubtful accounts, if deemed necessary by management.

Estimated allowances for credit

losses is based on a review of all outstanding amounts on a monthly basis.

Management determines the allowance for credit losses, if any,

by identifying troubled accounts and by using historical experience applied to an aging of accounts.

As of December 31, 2025 and 2024,

an allowance for credit losses of none was deemed necessary.

Trade accounts receivable are zero interest bearing.

As of December 31, 2025 and 2024, trade accounts receivable of $ 0 and $ 4,462,094 are with a vendor of which our CEO is a beneficiary.

In 2023 we began subleasing office space to a tenant where the officers of WealthSpace, LLC, Fund Manager of Viva Wealth Fund I, LLC, also manage the tenant of our sublease.

The tenant owes rent of $ 137,000 and $ 22,000 to the Company as of December 31, 2024 and 2023.

Prepaid Expenses and Other Assets

As of December 31, 2024 and 2023, we had other assets of $ 3,608,067 and $ 1,118,188 .

Our other assets consist of various deposits with vendors, professional service agents, or security deposits on office and warehouse leases, including operating lease deposits in the amount of $ 229,634 and $ 214,500 as of December 31, 2024 and 2023., and finance lease deposits of $ 1,039,058 and $ 889,400 as of December 31, 2024, which will be returned at the end of the finance leases after we have complied with the terms of the lease (see Note 15).

As of December 31, 2024 and 2023, our prepaid expenses of $ 1,204,790 and $ 74,876 mainly consists of prepaid insurances.

Marketable Securities

The Company owns 826,376,882 shares of common stock of Scepter Holdings, Inc.

(“Scepter”), ticker:

BRZL, OTC Markets., for a diluted 14% and 15% equity holding in the company as of December 31, 2024 and 2023.

The Company accounted for such securities based on the quoted price from the OTC Markets where the stock is traded which resulted in the Company recording an unrealized gain (loss) on marketable securities of $ 165,275 and $( 1,156,928 ) for the years ended December 31, 2024 and 2023.

As of December 31, 2024 and 2023, our marketable securities were valued at $ 661,102 and $ 495,826 .

The Company holds 200,000 shares of common stock of Adapti, Inc, an entity majority owned by the Company’s Chief Executive Officer, ticker ADTI, OTC Markets, as of December 31, 2025 and 2024.

The Company accounts for these securities based on quoted market prices, with changes in fair value recognized in earnings.

As a result, the Company recorded an unrealized loss of $ 413,188 and an unrealized gain of $ 165,275 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the fair value of the Company’s marketable securities was $ 247,913 and $ 661,101 , respectively.

Property and Equipment

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December 31, 2024

Office furniture

Vehicles and trailers

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Pipeline and related facilities

Finance lease- Right of use assets

lease - Right of use assets

Construction in process:

Wash Plant Facilities

Cavitation device

Remediation Processing Unit 1

Remediation Processing Unit 2

Remediation Processing Unit System A

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For the years ended December 31, 2025 and 2024, depreciation expense was $ 12,308,798 and $ 3,427,055 .

The increase in depreciation expense for the year ended December 31, 2025 was primarily attributable to property and equipment acquired and placed into service during the year in connection with the Company’s acquisition activities, partially offset by the impact of assets divested during the period.

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

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

For the year ended December 31, 2024, the Company continues to negotiate the terms for an agreement directly with Kuwait Oil Company for the remediation services on the KERP.

The Company evaluated these events and determined that the inability to obtain an agreement with Enshaat or Kuwait Oil Company in 2024 was a trigger event requiring analysis for impairment.

We analyzed the events and assessed an impairment loss of the assets related to our Kuwait RPCs of $ 7,047,179 for the year ended December 31, 2024.

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

License Agreements

August 17, 2017, the Company purchased rights to an exclusive license for the applications and implementations involving the

Nanosponge Technology and to use and develop the Nanosponge as we see fit at our sole discretion.

The Nanosponge contribution in the

Company’s processes is to facilitate a cracking process whereby remediated or extracted oil may be further refined from a

crude product to a diesel fuel.

The license was valued at $ 2,416,572 and

is amortized over its useful life of 20 years.

For the year ended December 31, 2024, the Company continues to negotiate the terms for an agreement directly with Kuwait Oil Company

for the remediation services on the KERP.

The Company evaluated these events and determined that the inability to obtain an

agreement with Enshaat or Kuwait Oil Company in 2024 was a trigger event requiring analysis for impairment.

We analyzed the events

and assessed an impairment loss of the assets related to our Kuwait RPCs of $ 7,047,179

for the year ended December 31, 2024.

Additionally, the Company assessed the impact of the impairment loss, including the impact on

our ancillary agreements.

Ancillary to our prospective Kuwait RPC operations, the Company had an exclusive license agreement for the

development and use of a nanosponge technology and has assessed an impairment loss of the nanosponge license of $ 1,530,496

for the year ended December 31, 2024.

As of December 31, 2024 and 2023, the accumulated amortization of the license was none

and $ 886,076 ,

respectively.

For the years ended December 31, 2024 and 2023, amortization expense of the license was $ 120,829 .

As of December 31, 2024 and 2023, the net value of the license is none and

$ 1,651,324 ,

respectively.

Intangible Assets, Net

Intangible Assets and Goodwill

The following table sets forth the components of the Company’s intangible assets at December 31, 2025 and 2024:

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Extraction Technology Patents

Extraction Technology

Extraction Technology Patents

Total Intangible Assets

The Company entered into a Contribution Agreement dated January 5, 2015, where proprietary information and intellectual property related to certain petroleum extraction technology (also known as hydrocarbon extraction technology) suitable to extract petroleum (or hydrocarbons) from tar sands and other sand-based ore bodies, and all related concepts and conceptualizations thereof (the “Extraction Technology”) was contributed to VivaVentures Energy Group, Inc., a 99% majority-owned subsidiary of Vivakor, and was assessed a fair market value of $ 16,385,157 , which consists of the consideration of $ 11,800,000 and the Company assuming a deferred tax liability in the amount of $ 4,585,157 .

All ownership in the Extraction Technology (including all future enhancements, improvements, modifications, supplements, or additions to the Extraction Technology) was assigned to the Company and is currently being applied to the Company Remediation Processing Centers, which are the units that remediate material.

The Extraction Technology is amortized over a 20 -year life.

For the years ended December 31, 2024 and 2023, the amortization expense of the technology was $ 819,258 .

Amortization expense for the years 2025 through 2028 is $ 819,258 in each respective year.

As of December 31, 2024 and 2023, the net carrying value of the Extraction Technology is $ 8,260,850 and $ 9,080,108 .

In 2019, the Company began the process of patenting the Extraction Technology and all of its developments and additions since the acquisition, and we have filed a series of patents and capitalized the costs of these patents.

The capitalized costs of these patents are $ 113,430 .

The patents were placed in service in 2021 and are amortized over the patents’ useful life of twenty years.

For the year ended December 31, 2024 and 2023, the amortization expense of the patents was $ 6,672 .

Amortization expense for the years 2024 through 2028 is $ 5,672 in each respective year.

As of December 31, 2024 and 2023, the net carrying value of the patents is $ 87,853 and $ 94,525 .

Customer Relationships, Net and Goodwill

The following table sets forth the components of the Company’s customer relationships at December 31, 2025 and 2024:

6 unchanged sentences

Total Customer Relationships

The purchase price for the Membership Interests was approximately $ 116.3 million, after post-closing adjustments, including assumed debt and an earn-out adjustment

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

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

The agreement expires on December 31, 2034.

Under this agreement, Possee must source for the Company, a minimum volume of 230,000 bbls per month through our storage facility at $0.275 per barrel, guaranteeing $759,000 of throughput revenue on an annual basis.

The agreement expires on December 31, 2034.

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

The agreement expires on December 31, 2034.

In the 2022 business combination acquisition of White Claw Colorado City, LLC, we acquired an Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), of which our CEO is a beneficiary.

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

WC Crude is required to pay $ 150,000 per month.

The agreement expires on December 31, 2031.

In the 2022 business combination acquisition of Silver Fuels Delhi, LLC, we acquired an amended Crude Petroleum Supply Agreement with WC Crude (the “Supply Agreement”), under which WC Crude supplies volumes of Crude Petroleum to SFD, which provides for the delivery to SFD a minimum of 1,000 sourced barrels per day, and includes a guarantee that when SFD resells these barrels, if SFD does not make at least a $5.00 per barrel margin on the oil purchased from WC Crude, then WC Crude will pay to SFD the difference between the sales price and $5.00 per barrel.

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

The Supply Agreement expires on December 31, 2031.

The measurement of assets acquired and liabilities assumed in the business combination was based on preliminary estimates made by management and subject to adjustment within twelve months.

Management hired a valuation expert who performed a valuation study to calculate the fair value of the acquired assets, assumed liabilities and goodwill.

Based on the valuation study, we increased the fair value of goodwill and decreased the value of the acquired contracts by $ 2.3 million in 2023.

As of December 31, 2024 and 2023, goodwill was $ 68,885,853 and $ 14,984,768 .

As of December 31, 2024 and 2023, the fair values of the acquired contracts and customer relationships (described above) were $ 43,021,022 and $ 14,263,021 .

The acquired contracts are amortized over their useful life which ranges from 9 to 10.25 years.

The amortization expense of the acquired contracts and customer relationships was $ 1,608,452 and $ 844,930 for the year ended December 31, 2024 and 2023, and amortization expense for the years 2025 through 2031 is $3,899,018 in each respective year, and from 2032 through 2035 is $3,054,088, in each respective year.

The changes in the carrying amount of goodwill are as follows:

Amortization expense was $ 5,662,895 and $ 2,438,382 for the years ended December 31, 2025 and 2024 respectively.

The table that follows summarizes estimated amortization expense for the Company’s current intangible assets:

Schedule of summarizes estimated amortization expense

Intangible Assets

Amortization Expense

For the year ended December 31, 2024, the Company recorded an impairment loss of $ 8,632,773 related primarily to its Kuwait RPC assets and associated intangible assets, including $ 7,047,179 related to RPC assets and $ 1,530,496 related to an exclusive license agreement for nanosponge technology.

No impairment of long-lived assets was recorded during the year ended December 31, 2025.

No goodwill impairment was recorded during the years ended December 31, 2024.

During the year ended December 31, 2025, the Company reduced goodwill by $ 28,316,081 in connection with the divestiture of certain business units.

Additional information regarding the divestiture activities is included in Note 4 - Business Combination and Divestiture of Wholly Owned Subsidiaries.

In addition, the Company determined that the remaining goodwill was impaired and recorded an impairment charge of $ 40,569,772 , resulting in a full impairment of goodwill as of December 31, 2025.

As of December 31, 2025 and 2024, the changes in the carrying amount of goodwill are as follows:

Schedule of goodwill

2 unchanged sentences

December 31, 2024

Business combination (2)

December 31, 2024

The measurement of assets acquired and liabilities assumed in the business combination is based on preliminary estimates made by management and subject to adjustment within twelve months.

Management hired a valuation expert who performed a valuation study to calculate the fair value of the acquired assets, assumed liabilities and goodwill within twelve months.

Based on the valuation study, we increased the fair value of goodwill and decreased the value of the acquired contracts by $2.3 million in 2024.

See Note 4 for a description of the goodwill associated with the business combination that closed on October 1, 2024.

Divestiture of wholly owned subsidiaries

Balance at December 31, 2025

See Note 4 - Business Combination and Divestiture of Wholly Owned Subsidiaries for additional information.

Accounts Payable and Accrued Expenses

3 unchanged sentences

Accrued interest (various notes and loans payable)

Accrued interest (working interest royalty programs)

Accrued tax penalties and interest

1 unchanged sentence

Schedule of accounts payable and accrued expenses related parties

Accounts payable- related parties

Accrued interest (notes payable)- related parties

Accounts payable and accrued expenses- related parties

payable - related parties

interest (notes payable) - related parties

payable and accrued expenses - related parties

Accrued compensation

For the year ended December 31, 2024, our accounts payable and accrued expenses include unverified billings from a service provider in the amount of $ 371,075 , of which the Company is in the process of reviewing and may dispute in the near future.

As of December 31, 2024 and 2023, our accounts payable are primarily made up of trade payables.

Trade accounts payables in the amount of $ 715,525 and $ 1,933,817 is with a vendor who our CEO is a beneficiary of.

In March 2023, the Compensation Committee reviewed the Company’s 2023 results, including, but not limited to, the progress of the Company’s historic business and certain acquisitions completed by the Company, and approved discretionary bonuses, which have been accrued as of December 31, 2023, for the Chief Financial Officer, and an acquisition consultant, in the amounts of $ 505,467 (included in accrued compensation) and $ 421,222 (included in accounts payable), respectively.

In November 2023, our CEO came to beneficially own approximately 41.86% of our outstanding Common Stock, and is able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions.

Due to this change in ownership, certain change of control provisions in the Company’s agreements were triggered, including within the Chief Financial Officer’s employment agreement, with the related the executive bonus of $ 700,000 accrued in 2023.

In 2024, we settle these accrued amounts with our Chief Financial Officer with a note payable (see Note 14) and reclassed these amounts to a note payable.

As of December 31, 2024 and 2023, accrued compensation to current employees includes $ 167,159 in accrued vacation pay due to our Chief Executive Officer, which may be payable in cash or stock if unused, and $ 546,390 due to our Chief Financial Officer, with $ 109,906 in accrued sick and vacation pay that may be payable in cash if unused, and the remainder paid in cash and $425,000 in accrued bonuses of which $325,000 is payable in stock and remaining $100,000 is payable in cash.

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 four-year agreement, which Maxus agreed to finance the build-out of our new facility located on the land leased by our subsidiary, VivaVentures Remediation Corp., in Houston, Texas.

Maxus funded approximately $ 2.2 million to finance the build-out of the Houston location in the form of a finance lease for the wash plant, and we will lease the wash plant facility financed by Maxus under WCCC’s supplement to the Master Agreement.

Under the terms of the lease, we expect our lease payments to Maxus under the supplement to be approximately $ 57,962 per month over four years, with an early buyout option or option at the end of the base term to purchase the wash plant for the then fair market value.

We anticipate that the lease will commence in the second quarter of 2024, at which time the final amount funded, and lease payments will be determined.

Because we were involved in the construction of the wash plant and were responsible for paying a portion of the construction costs, we evaluated the control criteria in ‘build to suit’ lease accounting guidance under GAAP ASC 842 (Leases) where the Company was deemed, for accounting purposes, to have control of the wash plant during the construction period.

Accordingly, the Company recorded project construction costs incurred during the construction period for the wash plant incurred by the landlord as a construction-in-process asset and a related financing obligation on our consolidated balance sheets.

The total $6.0 million of project construction costs (which includes $ 2.2 million of costs funded by Maxus from this agreement, an additional funding by Maxus of $ 2.1 million, and $ 2.7 million of costs incurred by Vivakor, Inc.) have been capitalized and recorded to construction-in-process within ‘Property and equipment, net’.

The $ 2.2 million from this agreement and $ 2.1 million of additional funding of construction costs funded by Maxus have been recorded as a component of ‘Accounts payable and accrued expenses.

On December 24, 2024, our subsidiary Meridian Equipment Leasing, LLC (“MEL”), supplemented (Schedule 21) an existing Master Agreement (the “Master Agreement”) with Maxus Capital Group, LLC (“Maxus”), under a four-year agreement, which Maxus agreed to a sale leaseback of approximately $1.5 million of certain gathering and pipeline assets.

Under the terms of the lease, lease payments to are $40,335 per month over four years, with an early buyout option or option at the end of the base term to purchase the equipment for $470,462.

As of December 31, 2024, Maxus has only funded $ 696,153 of the sales price.

We anticipate that the lease will commence in the second quarter of 2025, after Maxus has paid the full purchase price for the equipment.

Accordingly, the Company recorded the funded amount as a component of ‘Accounts payable and accrued expenses” as of December 31, 2024.

As of December 31, 2025 and 2024, accounts payable are primarily comprised of trade payables.

Trade accounts payable include amounts due to a vendor of which the Company’s Chief Executive Officer is a beneficiary of $ 0 and $ 715,525 , respectively.

Accounts payable also include an accrued settlement expense of $ 1,750,000 , and other routine operating accruals incurred in the normal course of business.

Amounts accrued as of December 31, 2024 related to compensation and other obligations to the Company’s Chief Financial Officer were settled during the year ended December 31, 2025, as part of the settlement expense referenced, and as a result, no further amounts related to these obligations remained outstanding as of December 31, 2025.

See Note 13 - Commitments and Contingencies for additional information.

Unearned Revenue

1 unchanged sentence

After deconsolidating VWFI, approximately $ 9,107,297 of unearned revenue (which was previously eliminated upon consolidation) is reported in our current liabilities and relates to our 2020 agreement to manufacture RPCs for VWFI.

VWFI has currently funded the manufacturing of one double capacity RPC, which is expected to be completed and sold to VWFI in 2024 through a sale leaseback agreement, at which time we will record a ROU asset and lease liability, and the unearned revenue will be alleviated.

VWFI has currently funded the manufacturing of one double capacity RPC, which is expected to be completed and sold to VWFI through a sale leaseback agreement, at which time we will record a ROU asset and lease liability, and the unearned revenue will be alleviated.

Loans and Notes Payable

3 unchanged sentences

Various promissory notes and convertible notes

Novus Capital Group LLC Note

Various promissory notes for vehicle financing (a)

Blue Ridge Bank (b)

Small Business Administration (c)

Various promissory notes for vehicle financing

Blue Ridge Bank

Small Business Administration

Al Dali International for Gen.

Trading & Cont.

Keke Mingo (e)

Cedarview Opportunities Master Fund LP (f)

Business First Bank (g)

Note payable to Pilot OFS Holdings, LLC (h)

Maxus Capital Group, LLC (i)

Curve Capital, LLC (j)

Agile Capital Funding, LLC (k)

Pilot OFS Holdings, LLC

Business First Bank

Maxus Capital Group, LLC

Cedarview Opportunities Master Fund LP

Curve Capital, LLC

ClearThink Capital

ClearThink Capital RBW

Agile Capital Funding, LLC

Total notes payable

3 unchanged sentences

Schedule of loans and notes payable related parties

Jorgan Development, LLC (l)

Ballengee Holdings, LLC (m)

Tyler Nelson (n)

Jorgan Development, LLC

James Ballengee Companies

Meridian Equipment Leasing, LLC

Triple T Trading Company LLC

Waskom Enterprises, LLC (o)

Total notes payable- related parties

Loans and notes payable, current- related parties

Loans and notes payable, long term- related parties

notes payable - related parties

and notes payable, current - related parties

and notes payable, long term - related parties

future maturities of debt outstanding as of December 31, 2025, excluding debt issuance cost and discounts, are as follows:

Schedule of maturities of loans and notes payable

In connection with the closing of the Endeavor Entities on October 1, 2024, the Company acquired various vehicle financing loans related to the acquired assets of the Endeavor Entities.

The various loans range from $25,000 to $72,000 in principal, with varying interest rates ranging up to 6.50% per annum, and mature in or before 2027.

In May 2020 and in January 2021, the Company entered into a Paycheck Protection Program (“PPP”) loan agreement for $205,100 for each loan with Blue Ridge Bank, subject to the Small Business Administration’s (“SBA”) Paycheck Protection Program.

The May 2020 loan carries an annual interest rate of one (1) percent per annum with payment beginning in the seventh month with monthly payments required until maturity in the 18 th month.

The January 2021 loan carries an annual interest rate of one (1) percent per annum with payment beginning in the tenth month with monthly payments required until maturity in five years.

The loans may be fully forgivable according to the CARES Act if the Company can provide proper documentation for the use of the proceeds of the loan.

We have applied for forgiveness under the CARES Act, however The Company is no longer seeking forgiveness of these loans and will repay these loans in cash.

From May through August 2020, the Company entered into two loan agreements with the Small Business Administration for an aggregate loan amount of $299,900.

The loans carry an interest rate of 3.75% per annum.

The loans shall mature in 30 years.

Also, with the close of the acquisition of the Endeavor Entities on October 1, 2024, we acquired two additional loans with the Small Business Administration, which are PPP loans with an aggregate principal balance of $2,150,455, which have monthly payments of $30,374 and $35,204, an interest rate of 6.29% and mature February 2026.

A significant portion of the loans may be fully forgivable according to the CARES Act if the Company can provide proper documentation for the use of the proceeds of the loan.

On July 25, 2023, RSF, LLC loaned the Company $500,000 under the terms of a 10% Convertible Promissory Note.

Under the terms of the note, interest accrues at 10% per annum, and matures two years from the date of issuance.

The note is convertible into shares of our common stock at $2.50 per share, unless such conversion would cause the investor to own more than 4.9% of our outstanding common stock.

On December 5, 2023, Vivakor, Inc.

(the “Company”) received a loan from an individual lender in the principal amount of one million dollars ($1,000,000) and, in connection therewith, the Company (the “Loan”) and agreed to issue 100,000 restricted shares of the Company’s common stock, which was recorded as a debt discount in the amount of $93,990, which is amortized to interest expense over the term of the agreement using the effective interest method.

The Loan bears interest at the rate of 10% per annum, matures on December 31, 2024, has been personally guaranteed by James Ballengee, the Company’s Chief Executive Officer.

The lender is not a related party or affiliate of the Company.

On April 8, 2024, we executed an amended and restated convertible promissory note for the original promissory note (the “Amended Note”).

The convertible promissory note replaces an original promissory note between the Company and the holder dated December 5, 2023 (the “Original Note”), but maintains the same interest rate and maturity date of the Original Note, and the obligation to issue 100,000 shares of the Company’s restricted stock remains in effect.

Pursuant to the terms of the Amended Note the holder can convert the outstanding principal and interest due under the Amended Note into shares of our common stock at price equal to 90% of the average closing price of the Company’s common stock for the previous three (3) trading days prior to the conversion date, with a floor conversion price of $0.75 per share.

The holder may not convert amounts owed under the Amended Note if such conversion would cause him to own more than 4.99% of our common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon no less than 61 days notice to us regarding his desire to increase the conversion limitation percentage.

In May 2024, the lender converted all outstanding amounts ($1,048,493) into 903,095 shares of common stock at approximately $1.161 per share.

On October 31, 2024, we issued a secured promissory note in the principal amount of $3,670,160 with maturity on October 31, 2025.

On November 5 and 6, 2024, the Company received the net proceeds from the Term Loan less (i) a 3% origination fee, and (ii) repayment of $2,000,000 in outstanding principal, $68,009 in accrued interest, and a $242,991 prepayment fee pursuant to that certain Loan and Security Agreement dated February 5, 2024, by and between the Company.

The amounts borrowed under the Loan Agreement will bear interest at a rate per annum of 22%.

The Company is obligated to make 12 equal monthly payments of $343,506 beginning November 30, 2024.

In connection with the Closing of the Endeavor Entities on October 1, 2024, we acquired a certain Promissory Note dated November 12, 2020, in the original principal amount of $12,275,000, with interest accruing at LIBOR rate plus 3% per annum with a maturity of November 12, 2025.

In connection with the Closing of the Endeavor Entities on October 1, 2024, we acquired a certain Secured Promissory Note dated December 31, 2023, made by Meridian Equipment Leasing, LLC, as borrower, to the order of Pilot OFS Holdings LLC, as lender, in the original principal amount of $12,500,000 plus the sum of $500,000, with interest accruing at 10.5% per annum with a maturity of December 31, 2024.

We are currently renegotiating the payment and maturity date of this loan with the lender.

In connection with the Closing of the Endeavor Entities on October 1, 2024, we acquired various lending agreements dated December 22, 2022, November 20, 2023, and February 13, 2024, with principal balances ranging from approximately $1.2 million to $3.5 million, with approximate interest rates of 6%., and maturing between 8 and 27 months.

Upon the Closing of our acquisition of the Endeavor Entities, the Company acquired a cash advance agreement by and between Curve Capital, LLC dated November 30, 2023.

Under the agreement, the listed borrowers received $970,000 and is required to make weekly payments of $76,000.

The agreement is anticipated to be paid off by June 2025.

Upon the Closing of our acquisition of the Endeavor Entities, the Company acquired a certain lending agreement dated September 27, 2024.

Under the Agile Agreement, the listed borrowers received $1,420,000 in October 2024, and is required to make weekly payments of $126,000.

The note matures on April 29, 2025.

On August 1, 2022, we closed a Membership Interest Purchase Agreement, (the “MIPA”), with Jorgan Development, LLC, (“Jorgan”) and JBAH Holdings, LLC (“JBAH”), as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC (“WCCC”) whereby, the Company acquired all of the issued and outstanding membership interests in each of SFD and WCCC, making SFD and WCCC wholly owned subsidiaries of the Company.

The consideration for the membership interests included secured three-year promissory notes in the amount of $286,643 to JBAH and $28,377,641 to Jorgan, which accrue interest of prime plus 3% on the outstanding balance of the notes.

Under the MIPA, the Company has committed to make a payment to Jorgan and JBAH on or before February 1, 2024 in the amounts of $16,306,754 to Jorgan and $164,715 to JBAH, whether in cash or unrestricted common stock.

In the event of a breach of the terms of the notes, the sole and exclusive remedy of the holder of the notes will be to unwind the MIPA transaction.

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

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

In October 2022, we entered into an agreement amending the notes issued as consideration in the MIPA, whereby, as soon as is practical, following the approval of the Company’s shareholders (which was obtained in November 2023), the Company issued 7,042,254 restricted shares of the Company’s Common Stock (the “Exchange Shares”) in exchange for the forgiveness and cancellation of $10,000,000 of principal (the “Cancelled Debt Principal”) under the Note, reflecting a conversion price of $1.42 per share (the “Exchange”).

The Company’s shareholders approved the Exchange and the Exchange Shares were issued on November 10, 2023 (the “Exchange Date”).

As of the Exchange Date, the Exchange Shares had a fair value of approximately $5.6 million.

The Exchange was accounted for as a troubled debt restructuring under ASC 470 – Debt (“ASC 470”) , as (i) the Company was determined be experiencing financial difficulties as defined by ASC 470-60, and (ii) the Cancelled Debt Principal exceeded the fair value of the Exchange Shares by approximately $4.4 million, resulting in a lower effective borrowing rate on the Note as a result of the Exchange, and thus the Exchange was determined to result in a concession by the Lender.

The Company performed a comparison of the undiscounted cash flows associated with the Note subsequent to the Exchange to the carrying value of the Note as of the Exchange date.

The net carrying value of the Note was determined to exceed the undiscounted future cash flows by approximately $1.2 million (the “Excess Carrying Value”).

The Note was thus written down to the amount of the undiscounted future cash flows on the Note from the Exchange Date to maturity.

Further, as the Lender is a related party of the Company, the Excess Carrying Value was accounted for as a capital transaction and no gain or loss was recognized related to the restructuring.

Once the registration statement is declared effective by the SEC, the note payment will count against the threshold payment amount, as defined in the notes and the MIPA, and no other material terms of the original note were changed as a result of the conversion.

Upon the closing of our acquisition of the Endeavor Entities, the parties of that certain Membership Interest Purchase Agreement dated June 15, 2022, and the Amendment of Transaction Documents Related to Threshold Payment dated March 31, 2024 (together, the “2022 MIPA”), agreed that Section 8.7 Unwinding of the 2022 MIPA expired and is no longer enforceable.

As a result, the selling entities in the 2022 MIPA no longer have the right to unwind our acquisitions of White Claw Colorado City and Silver Fuels Dehli.

Total long-term debt

unamortized OID:

In connection with the closing of the Endeavor Entities on October 1, 2024, the Company assumed various vehicle financing loans with principal amounts ranging from $ 25,000 to $ 72,000 , bearing interest at rates up to 6.50 % per annum and maturing on various dates through 2027.

During the year ended December 31, 2025, certain loans were assumed by the buyer in connection with the divestiture of the related subsidiaries.

The outstanding balance of these loans was $ 13,557 and $ 509,041 as of December 31, 2025 and 2024, respectively.

In May 2020 and January 2021, the Company received Paycheck Protection Program (“PPP”) loans totaling $ 410,200 from Blue Ridge Bank under the Small Business Administration’s (“SBA”) Paycheck Protection Program.

The loans bear interest at 1.0 % per annum and were eligible for forgiveness under the CARES Act.

The Company previously applied for forgiveness;

however, such forgiveness was not obtained.

As of December 31, 2025, the Company is not currently making payments on these loans.

From May through August 2020, the Company received loan proceeds from the Small Business Administration (“SBA”) totaling $ 358,827 under disaster loan programs.

These loans bear interest at 3.75 % per annum and have original maturities of 30 years.

As of December 31, 2025, the Company is not currently making payments on these loans and continues to accrue interest in accordance with the loan terms.

In connection with the acquisition of the Endeavor Entities on October 1, 2024, the Company assumed two additional SBA loans, which are Paycheck Protection Program (“PPP”) loans, with an aggregate principal balance of $ 2,150,455 .

The loans bore interest at 6.29 % per annum, required combined monthly payments of approximately $ 65,578 , and matured in February 2026.

During the year ended December 31, 2025, the Company received full forgiveness of $ 1,967,532 of principal and $ 74,658 of accrued interest related to the PPP loans.

The Company recognized a gain on extinguishment of debt of $1,967,532, which is included in other income in the accompanying consolidated statement of operations.

As a result, no balance remained outstanding under the PPP loans as of December 31, 2025.

The outstanding balance of SBA loans was $ 358,827 and $ 2,480,718 as of December 31, 2025 and 2024, respectively.

On July 25, 2023, the Company entered into a $ 500,000 convertible promissory note with RSF, LLC.

The note bears interest at 10 % per annum and matured two years from the date of issuance.

The note was convertible into shares of the Company’s common stock at a conversion price of $ 500 per share, subject to a beneficial ownership limitation of 4.9%.

The note remains unpaid as of December 31, 2025.

On December 5, 2023, the Company entered into a $ 1,000,000 loan agreement with an individual lender, which was subsequently amended on April 8, 2024 to a convertible promissory note.

In May 2024, the lender converted all outstanding amounts totaling $ 1,048,493 into 903,095 shares of the Company’s common stock.

As a result, no amounts remained outstanding as of December 31, 2025 or 2024.

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

At December 31, 2024, the Company had a note payable to Maxus Capital Group, LLC with an outstanding balance of $ 8,367,134 .

The balance of the note was reduced to $ 0 as of December 31, 2025, as part of the divestiture of wholly owned subsidiaries completed on July 30, 2025.

On July 30, 2025, the Company, certain affiliated entities, and a related party entered into a Forbearance Agreement with Maxus Capital Group, LLC, which acknowledged existing events of default and provided that Maxus would forbear from exercising its remedies so long as the Company complied with a revised payment schedule.

In connection with the agreement, the Company paid a cash forbearance fee of $250,000 and agreed to issue restricted common stock valued at $250,000, which was issued during the fourth quarter of 2025 and charged to interest expense.

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

The Forbearance Agreement also resulted in a remeasurement of certain finance lease liabilities under ASC 842, Leases, as the revised terms affected obligations previously accounted for as part of the Maxus financing arrangement.

On October 31, 2024, the Company issued a secured promissory note in the principal amount of $ 3,670,160 (the “Cedarview Loan”), maturing on October 31, 2025 .

The Company received net proceeds in early November 2024 after deduction of a 3% origination fee and repayment of amounts outstanding under a prior loan agreement.

The Cedarview Loan bears interest at 22 % per annum and originally required equal monthly payments beginning November 30, 2024.

On April 9, 2025, the Company entered into a side letter agreement with Cedarview that amended the repayment terms of the loan.

Under the amended terms, the Company agreed to a revised payment schedule, including an initial payment of $589,890 in April 2025, followed by additional installment payments through repayment of the loan.

In connection with the amendment, the Company issued 1,500 shares of restricted common stock in April 2025.

Beginning November 1, 2025, the interest rate on the Cedarview Loan increased to 24% per annum due to the Company’s noncompliance with certain payment terms.

In addition, the Company incurred additional fees in connection with the revised terms and ongoing discussions with the lender.

As of December 31, 2025, the Company is not current on its payment obligations under the Cedarview Loan and is working with the lender to revise the repayment terms.

The outstanding balance of the Cedarview Loan was $ 3,701,402 and $ 2,886,307 as of December 31, 2025 and 2024, respectively.

The Company assumed a cash advance agreement dated November 30, 2023 with Curve Capital, LLC, under which the borrowers received $ 970,000 and are required to make weekly payments of $ 76,000 .

The Company did not repay the agreement as originally anticipated and is not current on its payment obligations under the agreement.

The Company is working with the lender to address the outstanding balance.

The outstanding balance of the agreement was $ 549,463 and $ 1,793,500 as of December 31, 2025 and 2024, respectively.

On August 12, 2025, the Company issued a convertible promissory note to ClearThink Capital in the principal amount of $ 647,059 and received proceeds of $ 550,000 , reflecting an original issue discount of $ 97,059 .

The note matures twelve months from the issuance date and includes a one-time interest charge of 10 % applied at issuance.

The note is convertible into shares of the Company’s common stock at a discount to market prices, subject to customary beneficial ownership limitations.

The original issue discount and related issuance costs are recorded as a debt discount and are being amortized to interest expense over the term of the note using the effective interest method.

The balance of the note was $ 588,015 , net of $ 59,044 of unamortized original issue discount at December 31, 2025.

During the year ended December 31, 2025, the Company entered into multiple twelve-month convertible promissory notes with Clear Think Capital RBW totaling $ 5,117,647 in principal, for which the Company received $ 3,933,500 in net proceeds after closing fees.

The notes include an original issue discount of 15% and a one-time 10 % interest charge at issuance and mature twelve months from the date of issuance.

The Company also issued 3,263 shares of common stock, valued at $ 522,000 , as additional consideration, which was recorded as a debt discount.

During the year ended December 31, 2025, the Lender converted an aggregate of $ 3,178,690 of outstanding convertible debt into 958,231 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $6.36 million.

The balance of the note is $ 1,619,159 , net of unamortized original issued discount of $ 319,799 at December 31, 2025.

During 2025, the Company entered into multiple twelve-month convertible promissory notes with Clear Think Capital with a principal amount of $ 794,118 and proceeds of $ 675,000 under similar terms, including original issue discount and issuance-date interest charges.

The Company also issued 506 shares of common stock, valued at $ 77,963 , as additional consideration, which was recorded as a debt discount.

During the year ended December 31, 2025, the Lender converted an aggregate of $ 872,602 of outstanding convertible debt and interest into 71,145 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $ 1.75 million.

The balance of the note is $ 0 at December 31, 2025.

Upon the Closing of our acquisition of the Endeavor Entities, the Company assumed a certain lending agreement dated September 27, 2024.

Under the Agile Agreement, the listed borrowers received $ 1,420,000 in October 2024, and are required to make weekly payments of $ 126,000 .

The Company did not repay the agreement as originally anticipated and is not current on its payment obligations under the agreement.

The Company is working with the lender to address the outstanding balance.

The outstanding balance of the agreement was $ 1,713,300 , net of $ 63,000 of unamortized original issue discount and $ 1,496,885 as of December 31, 2025 and 2024, respectively.

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

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

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

The note was payable in forty-two equal weekly installments and could be settled in cash or, at the Company’s option (subject to an effective resale registration statement), in shares of common stock at a 20% discount to market prices.

The note did not bear interest unless an event of default occurred.

In connection with the issuance, the Company issued 1,250 shares of common stock, valued at $ 235,000 , which were recorded as a debt discount and are amortized to interest expense over the term of the note.

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

Astor & Co., which amended Note 1 and provided for the issuance of a new junior secured convertible promissory note (“Note 2”).

The principal balance of Note 1 was increased by $ 615,178 , with a corresponding charge to interest expense, and the interest rate was increased to 19 % with a revised maturity date of January 7, 2026 .

Note 2 had a face amount of $ 5.94 million and net proceeds of approximately $ 4.4 million, a portion of which was applied to satisfy past-due and future obligations under Note 1.

Note 2 requires repayment in forty (40) weekly installments of $148,500 commencing on July 14, 2025, with a final maturity date of April 21, 2026 .

This transaction was accounted for as a debt extinguishment under ASC 470-50, resulting in the write-off of approximately $ 2.8 million of unamortized original issue discount and deferred financing costs, which was recognized in interest expense.

The Company also recognized approximately $ 1.4 million of default-related fees as interest expense during the year ended December 31, 2025.

During the year ended December 31, 2025, the Lender converted an aggregate of $ 4,173,693 of outstanding convertible debt into 38,376,955 shares of the Company’s common stock, resulting in a non-cash loss on conversion of approximately $8.35 million.

The balances of Note 1 and Note 2 were $ 0 and $ 5,553,900 , respectively, as of December 31, 2025.

In connection with the Second Forbearance Agreement, J.J.

agreed to provide up to $2,450,000 of additional financing.

On October 9, 2025, the Company issued an additional junior secured convertible promissory note (“Note 3”) in the principal amount of $ 1,620,000 and received gross proceeds of $ 1,152,000 , prior to the deduction of $ 53,000 in fees.

The note required repayment in forty-two equal installments.

As additional consideration, the Company issued 1.430 shares of common stock.

On October 21, 2025, the Company repaid all outstanding amounts under Note 3, and no balance remained outstanding as of December 31, 2025.

The Company obtained a short-term loan of $ 475,000 in June 2025 which was paid off in November 2025.

The interest rate was eighteen percent per annum.

In connection with the divestiture, the Company became directly obligated for a related-party note payable totaling $ 5,040,545 .

The liability remains outstanding as a related-party obligation and is included within notes payable.

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

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

The balance of the notes at December 31, 2025 was $ 6,701,887 .

The Company issued secured promissory notes in connection with its August 1, 2022 acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC pursuant to a Membership Interest Purchase Agreement (the “MIPA”).

The notes had an original principal balance of approximately $ 28.7 million and bear interest at a rate of prime plus 3% per annum.

Payments are required based on the monthly free cash flow of the acquired entities, as defined in the MIPA.

During 2025, the balance decreased primarily due to payments and other reductions in accordance with the terms of the agreement.

The outstanding balance of the notes was $ 1,137,563 and $ 18,109,503 as of December 31, 2025 and 2024, respectively.

On May 14, 2024, we issued a promissory note (the “Note”), to James Ballengee, in the principal amount of up to $ 1,500,000 , for which loan advances will be made to the Company as requested.

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On June 13, 2024, the Company owed our Chief Financial Officer $1,167,750 in accrued salary and bonuses, plus interest (together, the “Accrued Compensation”), for serving as the Company’s Chief Financial, and executed a Settlement Agreement, where the Company and the CFO agreed the Accrued Compensation would be paid under of a straight promissory note in the principal amount of the Accrued Compensation (the “Note”).

Under the terms of the Note, the amounts due will accrue interest at 8% per annum and will be paid by paying 5% of any money received by the Company from closed future financings or acquisition/merger/sale transactions until the Note has been paid in full.

In the event the Note has not been paid in full by December 31, 2024, the Note will mature and any amounts due thereunder will be due and payable in full on such date.

In February 2025, the parties agreed to extend this note to June 30, 2025.

Upon the Closing of our acquisition of the Endeavor Entities, the Company acquired a certain lending agreement dated August 2, 2023, which our Chief Executive Officer is the beneficial owner.

Under this agreement, the we borrowed $1,182,193, which bears interest at 8.75%.

The note matures in December 2028.

The balance of the notes was $ 1,981,730 and $ 1,391,650 at December 31, 2025 and December 31, 2024, respectively.

During the year ended December 31, 2025, the Company entered into a settlement agreement with its former Chief Financial Officer related to previously accrued compensation and other obligations.

The Company settled all amounts due under the agreement during the year, and no balance remained outstanding as of December 31, 2025.

Other Current Liabilities

The conversion features of the Company’s convertible notes contain variable pricing based on future market prices and are therefore accounted for as derivative liabilities in accordance with ASC 815-15.

The Company recorded a derivative liability of $ 9,062,320 as of December 31, 2025, with a corresponding charge to loss on conversion of debt in the consolidated statements of operations.

As of December 31, 2025, the Company had an outstanding balance of $ 7,103,108 under a line of credit agreement with B1 Bank related to accounts receivable factoring.

The facility has matured.

In connection with this arrangement, the Company maintains restricted cash of approximately $ 1.8 million.

See Note 13 Commitments and Contingencies for additional information.

Commitments and Contingencies

Finance Leases

We acquired Silver Fuels Delhi, LLC (SFD) and White Claw Colorado City, LLC (WCCC) in a business combination in August 2022, in which we acquired certain finance lease contracts and liabilities as described below:

SFD has two finance lease agreements with Maxus Capital Group, LLC (“Maxus”).

The first finance lease involves twelve storage tanks and other equipment for consideration of $ 1,025,000 for 60 monthly lease payments of $ 22,100 .

At the end of the lease term there is an option to purchase the assets back from Maxus at a purchase price of $ 1 .

The second finance lease involves remaining property at the oil gathering facility with the exception of land, for consideration of $ 1,350,861 for 60 monthly lease payments of $ 18,912 .

At the end of the lease term, there is an option to purchase the assets back from Maxus at a purchase price of $ 877,519 .

The land contains the oil gathering facility, which is being used as collateral by the lessor for both lease obligations.

We are required to make minimum cash reserve payments of at least $ 24,000 ($ 8,945 and $ 15,055 for the first and second lease, respectively) each month in addition to the base lease payments.

The cash reserve payments are to be used in the event of a default.

At the end of the term, Maxus will return the balance of any cash reserve payments.

As of December 31, 2023, the balances of the cash reserves for these leases were recorded as other assets in the amount of $ 369,109 (see Note 6).

As these leases grant the lessee an option to purchase the underlying asset that the lessee is reasonably certain to be exercised, the leases are accounted for as finance leases.

We have recorded right of use assets in our property, plant, and equipment, and depreciated them on a straight-line basis.

We have also recorded a finance lease liability due to Maxus.

According to ASC 842, the Company has measured the lease liability and at the present value of the remaining lease payments, as if the lease were acquired on acquisition date of August 1, 2022.

This measurement as imputed interest rate of 18 % for the first and second lease obligations, which results in the carrying value of the financial liabilities equating the estimated book value of the leased assets at the end of the lease terms and the dates at which the Company may exercise its buy-back options.

Future minimum lease payments for each of the remaining years under the Maxus lease obligations are as follows:

2025 $ 123,036 .

WCCC a finance lease with Maxus for the terminaling and storage delivery terminal, commonly known as the China Grove Station (the “China Grove Station”), located in Colorado City, Texas to Maxus for consideration of approximately $ 2,500,000 for 60 monthly lease payments of $ 39,313 .

At the end of the lease term, the Company has an option to purchase the China Grove Station back from Maxus at 35% of the original cost, or $ 875,000 .

The Company has pledged 100% of its interests in accounts receivable as collateral for the lease obligation.

The Company is required to make minimum cash reserve payments of at least $ 16,100 each month in addition to the base lease payments until Maxus has received $ 471,756 .

The cash reserve payments are to be used in the event of default.

As of December 31, 2024, the balance of the cash reserves for these leases was recorded as other assets in the amount of $ 354,200 .

As these leases grant the lessee an option to purchase the underlying asset that the lessee is reasonably certain to be exercised, the leases are accounted for as finance leases.

We have recorded right of use assets in our property, plant, and equipment, and depreciated them on a straight-line basis.

We have also recorded a finance lease liability due to Maxus.

According to ASC 842, the Company has measured the lease liability and at the present value of the remaining lease payments, as if the lease were acquired on acquisition date of August 1, 2022.

This measurement as yielded an imputed interest rate of 18 % for the lease obligation, which results in the carrying value of the financial liability equating the estimated book value of the China Grove Station at the end of the lease term and the date at which the Company may exercise its buy-back option.

Future minimum lease payments for each of the remaining years under the Maxus lease obligation are as follows:

2025 $ 471,756 , and 2026 $ 471,756 .

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 four-year agreement, which Maxus agreed to finance the build-out of our new wash plant facility located on the land leased by our subsidiary, VivaVentures Remediation Corp., in Houston, Texas.

Maxus has funded approximately $ 2.2 million to finance the build-out of the Houston location in the form of a finance lease for the wash plant, plus an additional $2.1 million in financing, and we will lease the wash plant facility under WCCC’s supplement to the Master Agreement.

We expect our lease payments to Maxus under the supplement to be approximately $ 57,962 per month over 4 years, with an early buyout option of approximately $ 685,000 or lease-end option to purchase the facilities for the fair market value.

We anticipate that the lease will commence in the third quarter of 2025 at which time the final amount funded and lease payments will be determined.

During the construction phase the Company controls the asset under construction and has recorded a liability for the amounts funded by Maxus until lease commencement.

We acquired Meridian Equipment Leasing, LLC (MEL) in a business combination in October 2022, in which we acquired certain finance lease contracts and liabilities as described below:

Meridian Equipment Leasing has a master lease agreement (which originally contained eighteen finance leases) containing eight finance leases as of December 31, 2024 with Maxus Capital Group, LLC (“Maxus”).

The leases have funded the purchase of tractors, trailers, and other crude oil transportation assets for consideration of $ 10,168,677 and with monthly payments of $306,050 per month.

The eight leases under the Maxus master lease, have a total of $ 8,714,278 in right of use asset as of December 31, 2024 with accumulated right-of-use amortization of $ 1,536,203 .

We are required to make minimum cash reserve payments of at least $25,919 (for the 8 leases) each month in addition to the base lease payments.

The cash reserve payments are to be used in the event of a default.

At the end of the term, Maxus will return the balance of any cash reserve payments.

As of December 31, 2024, the balances of the cash reserves for these leases were recorded as other assets in the amount of $1,490,562 (see Note 6).

As these leases grant the lessee an option to purchase the underlying asset that the lessee is reasonably certain to be exercised, the leases are accounted for as finance leases.

We have recorded right of use assets in our property, plant, and equipment, and depreciated them on a straight-line basis.

We have also recorded a finance lease liability due to Maxus.

According to ASC 842, the Company has measured the lease liability and at the present value of the remaining lease payments, as if the lease were acquired on acquisition date of October 1, 2024.

This measurement as imputed interest rate of ranging from 6.05% to 6.30% lease obligations, which results in the carrying value of the financial liabilities equating the estimated book value of the leased assets at the end of the lease terms and the dates at which the Company may exercise its buy-back options.

Future minimum lease payments for each of the remaining years under the Maxus lease obligations are as follows:

2025 $3,672,604, 2026:

Under the terms of the lease, lease payments to are $40,335 per month over four years, with an early buyout option or option at the end of the base term to purchase the equipment for $470,462.

As of December 31, 2024, Maxus has only funded $ 696,153 of the sales price.

We anticipate that the lease will commence in the second quarter of 2025, after Maxus has paid the full purchase price for the equipment.

Accordingly, the Company recorded the funded amount as a component of “Accounts payable and accrued expenses” as of December 31, 2024.

The following table reconciles the undiscounted cash flows for the finance leases as of December 31, 2024 to the finance lease liability recorded on the balance sheet:

The Company has finance lease arrangements with Maxus Capital Group, LLC (“Maxus”) related to storage, terminaling, and transportation equipment acquired in prior business combinations.

These leases generally require fixed monthly payments over terms ranging from four to five years and include options to purchase the underlying assets at the end of the lease term.

Certain of the Company’s finance lease agreements require monthly cash reserve payments in addition to base lease payments, which may be applied in the event of default and are refundable at the end of the lease term.

The leases are secured by the underlying assets and, in certain cases, by accounts receivable.

In addition, the Company has entered into arrangements with Maxus to finance the construction and sale-leaseback of certain assets, including a wash plant facility and pipeline equipment, for which final lease terms are determined upon commencement.

During 2025, the Company entered into a forbearance agreement with Maxus related to certain financing and lease arrangements.

The agreement acknowledged existing events of noncompliance and provided for revised payment terms, including an annual interest rate of 12%, under which Maxus agreed to forbear from exercising its remedies so long as the Company complied with the modified terms.

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

The Company did not comply with certain terms of the forbearance agreement and is currently working with Maxus to address the outstanding obligations.

As a result, the related obligations have been classified as current lease liabilities as of December 31, 2025.

Schedule of financing lease liability

Total undiscounted lease payments

Imputed interest

Present value of lease payments

carrying value of lease obligation at end of lease term

Total finance lease obligations

Finance lease liabilities, current

Finance lease liabilities, long-term

Weighted-average discount rate

Weighted-average remaining lease term (months)

The discount rate is the Company’s incremental borrowing rate, or the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Based on an assessment of the Company’s borrowings at the time the finance leases were entered into or revalued upon acquisition, the incremental borrowing rate was determined to be between 6.29% and 18.00%.

Principal portion of finance lease obligations

Accrued interest

Total finance lease liabilities (current)

Operating Leases

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 corporate office space in Dallas, Texas at Spring Valley.

Commencing on June 1, 2022, the five-year lease terminates on May 31, 2027 with Spring Valley Leasing LLC.

The lease required a monthly lease payment $ 15,233 through the remaining life of the lease.

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.

The lease requires a monthly lease payment of $ 10,000 .

On October 1, 2024, the Company acquired a lease agreement for 10 acres of land and its buildings and improvements in Reeves County, Texas.

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

The lease requires a monthly lease payment of $ 138,395 .

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

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

The lease requires a monthly lease payment of $ 35,000 .

The right-of-use asset for operating leases as of December 31, 2024 and 2023 was $ 4,920,454 and $ 1,534,870 .

On December 16, 2022, the Company’s subsidiary, VivaVentures Remediation Corp., entered into a land lease agreement with W&P Development Corporation for approximately 3.5 acres in Houston, Texas.

The lease has an initial term of 126 months, with an option to extend for an additional 120 months.

Monthly rent escalates over the term from approximately $ 7,000 to approximately $16,000.

On October 1, 2024, in connection with the acquisition of the Endeavor Entities, the Company assumed several operating leases, including (i) a corporate office lease in Dallas, Texas with a term through May 31, 2027 and monthly rent of approximately $ 15,233 , and (ii) a trucking yard and shop lease in Monahans, Texas with a term through April 30, 2026 and monthly rent of approximately $ 10,000 .

The Company also assumed two short-term leases in Reeves County, Texas that expired on May 31, 2025.

During the year ended December 31, 2025, the Company entered into a yard lease in Pearsall, Texas.

The term of approximately three years, which is accounted for as an operating lease and included in operating lease right-of-use assets and liabilities.

The Company also entered into a commercial motor vehicle sublease that is structured on a month-to-month basis;

accordingly, this arrangement is accounted for as a short-term lease, and lease payments are expensed as incurred.

Both leases are with a related party affiliated with the Company’s Chief Executive Officer.

The right-of-use assets for operating leases as of December 31, 2025 and 2024 was $ 494,755 and $ 4,920,454 .

Rent expense for the years ended December 31, 2025 and 2024 was $ 494,755 and $ 557,892 .

The decrease in operating lease right-of-use assets and lease expense during the year ended December 31, 2025 was primarily due to the divestiture of certain wholly owned subsidiaries and the related operating leases associated with those entities.

The following table reconciles the undiscounted cash flows for the leases as of December 31, 2025 to the operating lease liability recorded on the balance sheet:

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Operating lease liabilities, long-term

Weighted-average remaining lease term

Operating lease liability

Weighted-average remaining lease term (mo.)

Weighted-average discount rate

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Employment Agreements

On October 28, 2022 we entered into an executive employment agreement with a new Chief Executive Officer, James Ballengee, which provides for annual compensation of $ 1,000,000 payable in shares of our common stock issued in four equal quarterly installments, priced at the volume weighted average price (VWAP) for the five trading days preceding the date of the Employment Agreement and each anniversary thereof (the “CEO Compensation”).

For the twelve months of Mr.

Ballengee’s employment (October 28, 2023 to October 27, 2024), we owed Mr.

Ballengee a total of 1,657,016 shares of our common stock, issuable at 414,254 per quarter.

For the next twelve months of his employment (October 28, 2024 to October 27, 2025), we owe Mr.

Ballengee a total of 688,891 shares of our common stock, to be paid in three equal quarterly installments of 172,222 shares of Common Stock, and one installment of 172,225 shares (prior to tax withholdings).

The CEO Compensation is subject to satisfaction of Nasdaq rules, the provisions of the Company’s equity incentive plan and other applicable requirements and shall be accrued if such issuance is due prior to satisfaction of any such requirements.

Additionally, Mr.

Ballengee shall be eligible for a discretionary performance bonus.

The Employment Agreement may be terminated by either party for any or no reason, by providing five days’ notice of termination.

On June 13, 2024, we entered into a new Employment Agreement with Mr.

Tyler Nelson with respect to our appointment of Mr.

Nelson as Chief Financial Officer.

Pursuant to the New Employment Agreement, Mr.

Nelson will receive:

(i) $ 450,000 annually (the “Base Salary”);

(ii) an annual cash incentive bonus of a minimum of 50% of the Base Salary (a portion of which may be payable in the form of restricted common stock of the Company) and a maximum of 120% of the Base Salary;

and (iii) an annual equity incentive bonus of a minimum of 25% of the Base Salary and a maximum of 120% of the Base Salary in shares of restricted stock.

Nelson will also be eligible for a cash transaction bonus (the “Transaction Bonus”) for Qualified Transactions, as defined in the New Employment Agreement, of 0.5% of the enterprise value of the assets, equity or business sold or acquired or the listing value of the equity or debt being listed on a national exchange.

For each of the closing of the Merger Agreement and Endeavor MIPA, Mr.

Nelson will receive a bonus of $200,000, with $100,000 for each such bonus to be paid in cash and the remaining $100,000 for each such bonus to be paid in shares of our common stock, valued on the date of close of the Merger Agreement and the Endeavor MIPA, respectively.

The foregoing bonuses are in lieu of a Transaction Bonus for either the Merger Agreement or the Endeavor MIPA.

The new Employment Agreement is for an initial term of two years and will auto-renew for subsequent one-year terms if not terminated by either party at the end of a term, which requires 90 days prior notice.

The new Employment Agreement may also be terminated under standard cause and without cause termination and resignation provisions.

At the time of entering into the new Employment Agreement, we owed Mr.

Nelson $1,167,750 in accrued salary and bonuses, plus interest (together, the “Accrued Compensation”), for serving as our Chief Financial Officer under the Original Agreement.

Pursuant to the Settlement Agreement, we agreed with Mr.

Nelson on the Accrued Compensation would be paid to Mr.

Nelson under of a straight promissory note in the principal amount of the Accrued Compensation (the “Note”).

Under the terms of the Note, the amounts due under the Note will accrue interest at 8% per annum, and will be paid to Mr.

Nelson by paying him 5% of any money received by us from closed future financings or acquisition/merger/sale transactions until the Note has been paid in full.

In the event the Note has not been paid in full by June 30, 2025, the Note will mature and any amounts due thereunder will be due and payable in full in such date.

Under the terms of the Settlement Agreement we issued Mr.

Nelson a stock option agreement (the “Option Agreement”) setting forth the stock options Mr.

Nelson were issued on June 9, 2022 (the “Grant Date”).

Pursuant to the Option Agreement, as of the Grant Date, Mr.

Nelson was granted 917,825 stock options (the “Options”) at an exercise price per share of $1.80.

The Options shall vest as follows:

(i) 360,145 shares on the Grant Date, (ii) 219,312 shares three (3) months after the Grant Date, (iii) 48,338 shares for each of the following six (6) quarters, and (iv) 48,340 shares following the eighth (8 th ) quarter after the Grant Date.

The Options were fully vested as of June 9, 2024.

On October 1, 2024, we entered into an executive employment agreement with Russ Shelton as Executive Vice President and Chief Operating Officer.

Shelton will receive (i) base salary compensation of $ 337,000 USD annually (the “Base Compensation”);

(ii) an annual cash and equity incentive compensation of up to $808,000 based upon certain performance criteria as more particularly described therein.

As an inducement to enter into the Shelton Agreement, Mr.

Shelton shall receive a one-time signing grant of our common stock equivalent in value to $150,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the day of such grant, subject to an eighteen (18) month lockup period, which shall be granted promptly after the Effective Date, as defined therein.

Pursuant to the Shelton Agreement, Mr.

Shelton’s employment is at-will under Texas law, except as modified therein.

Shelton’s employment with Vivakor Administration, LLC, a subsidiary of ours, began on October 1, 2024.

In connection with the Shelton Agreement, Mr.

Shelton and Ballengee Holdings, LLC, an affiliate of James H.

Ballengee, our Chairman, President, and CEO, have entered into a side letter agreement (the “Shelton Side Letter”) promising Mr.

Shelton (i) certain additional Base Compensation equal to the difference between Mr.

Shelton’s current salary and $375,000 by January 1, 2025, should we not increase Mr.

On June 26, 2024, we entered into an executive employment agreement with Patrick M.

Knapp to join the company as our Executive Vice President, General Counsel, & Secretary and provides for an annual base salary of $ 350,000 , payable in equal installments every two weeks.

In addition, the Knapp Agreement provides for annual incentive cash and equity compensation of up to $840,000 based on certain performance goals as further set forth therein.

As an inducement to enter into the Knapp Agreement, Mr.

Knapp shall receive a one-time signing grant of our common stock equivalent in value to $250,000, which are priced per share based on the volume-weighted average price for the preceding five (5) trading days prior to the day of such grant (calculated to be 140,190 shares based on the effective date of the Knapp Agreement), subject to an eighteen (18) month lockup period and a conditional clawback obligation concurrent therewith, which shall be granted within thirty (30) days after the Start Date, as defined therein.

Pursuant to the Knapp Agreement, Mr.

Knapp’s employment is at-will under Texas law, except as modified therein.

Knapp’s employment began on June 26, 2024.

Long-term Debt

To assist in funding the manufacture of the Company’s Remediation Processing Centers, between 2015 and 2017, the Company entered into two agreements which include terms for the purchase of participation rights for the sale of future revenue of the funded RPCs, and which also require working interest budget payments by the Company.

The Company accounted for the terms under these contracts for the sale of future revenue under Accounting Standards Codification 470 (“ASC 470”).

Accordingly, these contracts included the receipt of cash from an investor where the Company agrees to pay the investor for a defined period a specified percentage or amount of the revenue or a measure of income (for example, gross revenue) according to their contractual right, in which the Company would record the cash as debt and apply the effective interest method to calculate and accrue interest on the contracts.

The terms of these agreements grant the holder a prorated 25% participation in the gross revenue of the assets as defined in the agreements for 20 years after operations commence for a purchase price of approximately $ 2,200,000 .

The Company made its first payment of $ 7,735 in the second quarter of 2021.

Due to delays and limitations in achieving scaled up operations (see Note 3 Long Lived Assets ) the effective interest rate of these agreements range from approximately 11 % to 31 % for the year ended December 31, 2023.

For the year ended December 31, 2024, the Company continues to negotiate the terms for an agreement directly with Kuwait Oil Company for the remediation services on the KERP.

The Company evaluated these events and determined that the inability to obtain an agreement with Enshaat or Kuwait Oil Company in 2024 was a trigger event requiring analysis for impairment.

We analyzed the events and assessed an impairment loss of the assets related to our Kuwait RPCs of $ 7,047,179 for the year ended December 31, 2024.

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

Ancillary to our prospective Kuwait RPC operations, the royalty and working interest agreements related to these RPCs provide for clauses that stipulate if the RPCs never enter into operations that the Company is not liable for any payment.

As a result of such impairments, it has become probable that the Kuwait RPCs may not enter into operations, and such debt was reversed and the debt discounts fully expensed as of December 31, 2024.

Some holders of these participation rights also have the option to relinquish ownership and all remaining benefits of their LLC units in exchange for Common Stock in the Company.

Depending on the contract, these options to convert to common stock range from between 1 and 5.5 years.

The exercise period ranges from between 1 year to 5.5 years with a step-up discount to market for each year the option is not exercised with a range of between 5% to 25% discount to market.

As of December 31, 2024 and 2023 none of these options have been exercised to convert to Common Stock.

Accordingly, under Accounting Standards Codification 815 (“ASC 815”) the Company valued these options at fair value, which found the fair value of the options to be nominal.

Long-term debt related to these participation rights is recorded in “Long-term debt” on the consolidated balance sheet.

The accounting for the terms under these contracts that call for working interest budget payments by the Company are recorded in current liabilities on the consolidated balance sheet and paid down through pass-through expenses or cash according to the contract.

Accordingly, the Company records any unpaid balance of budget payments received in “Long-term debt, current” as these liabilities are generally paid within 12 months after proceeds are received.

Long-term debt consists of the following:

Schedule of long-term debt

Accrued interest

Debt discount

Total long term debt

Long term debt, current

Long term debt

On October 28, 2022, the Company entered into an executive employment agreement with James Ballengee, its Chief Executive Officer and Chairman.

Pursuant to the agreement, Mr.

Ballengee receives annual compensation of $1,000,000 payable in shares of the Company’s common stock issued in quarterly installments, subject to applicable Nasdaq rules and the Company’s equity incentive plan.

Ballengee is also eligible for discretionary performance bonuses.

The agreement may be terminated by either party upon notice.

On July 24, 2025, the Company entered into an executive employment agreement with Kimberly Hawley in connection with her appointment as Executive Vice President, Chief Financial Officer and Treasurer.

Hawley receives an annual base salary of $ 350,000 and is eligible for performance-based bonus compensation.

The agreement may be terminated by either party upon five business days’ notice;

however, a termination without cause provides for severance equal to one year of base salary.

On August 12, 2025, the Company entered into an amended employment agreement with Les Patterson pursuant to which he serves as Executive Vice President and Chief Operating Officer.

Patterson receives an annual base salary of $ 375,000 and annual equity compensation with a minimum value of $ 125,000 , payable in quarterly installments.

In addition, Mr.

Patterson received a one-time signing bonus in the form of restricted common stock valued at $250,000.

The agreement may be terminated by either party upon notice, and provides for severance equal to six months of base salary in the event of a termination without cause.

During the year ended December 31, 2025, Tyler Nelson, Russ Shelton, and Patrick M.

Knapp each resigned from their respective positions with the Company.

Nelson’s employment relationship was resolved pursuant to a settlement agreement entered into in November 2025.

During the year ended December 31, 2025, the Company entered into settlement agreements with certain former employees and consultant, including its former Chief Financial Officer, related to previously accrued compensation and other obligations.

In connection with these agreements, the Company recorded settlement expense of approximately $1,750,000, which is included in accounts payable and accrued expenses as of December 31, 2025.

During 2025, the Company entered into a forbearance agreement with Maxus Capital Group, LLC related to certain financing and lease arrangements.

The Company did not comply with certain terms of the agreement and is currently working with the lender to address the outstanding obligations.

Additional information regarding these arrangements is included in Note 11 - Loans and Notes Payable.

The Company has an outstanding obligation to B1 Bank related to a matured accounts receivable financing arrangement.

B1 Bank has indicated its intent to pursue legal remedies, including seeking direct collection from certain of the Company’s customers, including customers subject to netting arrangements who were previously factored.

Based on discussions with management and legal counsel, the Company has concluded that it is probable that B1 Bank will pursue such actions.

The Company continues to evaluate its position and is engaged in discussions with the lender regarding resolution of this matter.

See Note 12 – Other Current Liabilities for additional information.

Stockholders’ Equity

Series A, Series B, Series B-1, Series C and Series C-1 Preferred Stock

The Preferred Stock authorized by the Company may be issued from time to time in one or more series.

The Company is authorized to issue 15,000,000 shares of preferred stock.

The Company is authorized to issue 66,667 shares of Series A Preferred Stock, 3,266,667 shares of Series B Preferred Stock, 1,666,667 shares of Series B-1 Preferred Stock, 3,333,333 shares of Series C Preferred Stock, and 3,333,333 shares of Series C-1 Preferred Stock.

The Board of Directors is authorized to fix or alter the number of shares constituting any series of Preferred Stock and the designation thereof.

In 2021, the Board of Directors authorized, and a majority vote acceptance was received of each voting class of preferred stock, including Series B Preferred Stock, Series B-1 Preferred Stock, and Series C-1 Preferred Stock, that each class’s designations be amended that upon the Company’s public offering in conjunction with an up list to a senior stock exchange that these classes of preferred stock will convert their preferred shares to common shares on a one for one basis.

In conjunction with our acquisition of the Endeavor Entities on October 1, 2024, on February 6, 2025 the Company filed a Certificate of Amendment to our Articles of Incorporation (deemed to be effective for accounting purposes as of October 1, 2024) which withdrew all prior series of preferred stock and set forth the certificate of designation of our the Series A Preferred Stock issued as consideration for the acquisition.

Such filing is deemed to have been effective as of December 31, 2024 as such filing’s delay was due to administrative reasons.

For the year ended December 31, 2024 and 2023, there were no outstanding shares of the previous preferred stock series at the time of the amendment.

As a result of the amendment Series A was replaced as disclosed below, and Series B, B-1, C, and C-1 were all withdrawn.

The Company has issued 107,789 outstanding shares of Series A Preferred as of December 31, 2024.

The conversion price is subject to adjustment under certain customary circumstances, including as a result of stock splits and combinations, dividends and distributions, and certain issuances of common stock.

The Company has 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 ($1.00) per share of Common Stock.

Holders of shares of Series A Preferred Stock will have no voting rights.

Our Series A Preferred Stock earns an annual dividend of 6 % of the stated value of the stock, which dividend is paid in equal quarterly installments in shares of our common stock unless such issuance would cause the holder of the Series A Preferred Stock to exceed certain beneficial ownership limitations, and such a situation the dividend will accrue until such time as the shares are able to be issued.

Series A have the right to a liquidation preference in any distribution of net assets made to the shareowners prior to and in preference to the holders of Common Stock and any other Preferred Stock holder in the liquidation, dissolution or winding up of our Company.

The Company has the right, but not the obligation, to redeem shares of Series A Preferred Stock.

The purchase price is $116.3 million (the “Purchase Price”), after post-closing adjustments, including assumed debt and an earn-out 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 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.

In November 2023, the Company’s shareholders voted to increase the Company’s authorized shares of common stock to 200,000,000 .

As of December 31, 2024 and 2023, there were 41,709,190 and 26,220,508 shares of our common stock issued and outstanding, respectively.

Treasury stock is carried at cost.

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.

For the years ended December 31, 2024 and 2023, the Company issued 1,333,292 and 7,231,998 common shares for a $ 1,216,050 and $ 10,255,000 reduction of liabilities.

For the year ended December 31, 2024, the Company sold 2,667,568 common shares for $ 1,425,000 in cash.

For the year ended December 31, 2024, the Company converted $ 2,227,493 of convertible debt into 1,903,095 common shares.

Series A Preferred Stock

The Series A Preferred Stock has a stated value of $ 1,000 per share and is convertible into shares of the Company’s common stock at a conversion price of $ 1.00 per share, subject to customary anti-dilution adjustments.

The Company has the right to convert the Preferred Stock at any time.

On November 26, 2025, the Company filed an Amended and Restated Certificate of Designation for its Series A Preferred Stock to add voting rights to the rights and preferences of the Series A Preferred Stock.

As a result of the amendment, the holders of the Series A Preferred have votes equal to the stated value per share on any matters properly presented to the Company’s shareholders.

The Series A Preferred Stock carries a cumulative dividend of 6 % per annum, payable quarterly in shares of common stock, subject to beneficial ownership limitations.

Any unpaid dividends accrue until such time as they may be issued.

The Series A Preferred Stock has a liquidation preference over common stock and any other junior securities.

The Company has the right, but not the obligation, to redeem the Series A Preferred Stock.

On October 1, 2024, the Company acquired the Endeavor Entities for total consideration of approximately $ 116.3 million, payable in a combination of common stock and Series A Preferred Stock.

In connection with this transaction, the Company issued 33,621 shares of common stock and 107,789 shares of Series A Preferred Stock to the sellers.

On July 30, 2025, the Company completed the sale of certain subsidiaries in exchange for 11,058 shares of the Company’s Series A Preferred Stock, valued at approximately $11.1 million.

The shares issued in connection with this transaction are no longer considered outstanding and are not entitled to dividends.

The buyer is an entity controlled by the Company’s Chief Executive Officer.

As of December 31, 2025 and 2024, there were 96,731 and 107,789 shares of Series A Preferred Stock issued and outstanding, respectively.

On December 22, 2025, the Company’s shareholders approved an increase in the number of authorized shares of common stock from 200,000,000 to 500,000,000 shares.

Subsequent to year end, the Company effected a 1-for-200 reverse stock split of its common stock.

All share and per share amounts presented herein have been retroactively adjusted to reflect the reverse stock split.

Noncontrolling Interest

In accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation of $ 438,099 .

The noncontrolling interest related to VWFI were removed from our financial statements (Note 3 Principles of Consolidation ), resulting in the gain on deconsolidation.

The elimination of noncontrolling interest related to the deconsolidation of VWFI was $ 8,068,143 .

Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties.

For the year ended December 31, 2024 the change in noncontrolling interest was due primarily related to the noncontrolling interest’s allocation of the impairment expenses (see Note 8 and Note 9).

For the year ended December 31, 2024 the change in noncontrolling interest was due primarily related to the noncontrolling interest’s allocation of the impairment expenses.

The Company holds noncontrolling interests in certain entities, including Vivaopportunity Fund LLC, Vivaventures UTSI, LLC, Vivaventures Royalty II, LLC, and International Metals Exchange, LLC.

As of December 31, 2025 and 2024, the Company held 1,000 Class A LLC Units in each entity, with an aggregate carrying value of $ 4,000 , recorded at cost.

These entities are not consolidated as the Company does not have a controlling financial interest.

While the Company has certain management rights, it does not have the obligation to absorb losses or the right to receive benefits that would be considered significant.

Share-Based Compensation & Warrants

On November 10, 2023, our 2023 Equity and Incentive Plan (the Plan) went effective.

On November 10, 2023, our 2023 Equity and Incentive Plan (the Plan) became effective.

The plan was approved by our Board of Directors and by the holders of a majority of our common stock.

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The Compensation Committee will determine in its sole and absolute discretion the specific individuals eligible to participate in the Plan.

As of April 14, 2025, we had approximately one hundred and fifty employees and five directors.

As of April 14, 2026, we had approximately twenty-five employees and five directors.

The Company also employs consultants to supplement its operational activities.

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

The Company has granted stock-based compensation to employees, including the issuance of 1,421,760 employee stock options granted in June 2022 that were to vest over a period of two years.

For the years ended December 31, 2024 and 2023, we also issued 1,076,031 and 1,054,267 shares in stock awards in conjunction with the CEO’s employment agreement.

As of December 31, 2024 and 2023, we issued additional stock awards of 48,387 and 245,536 that vest quarterly for 12 months, and some that cliff vest in 12 and 18 months in conjunction with employee contracts.

We also issued 539,596 shares in stock awards in conjunction with new employment agreements entered into during 2024.

For the years ended December 31, 2024 and 2023, stock-based compensation was $ 2,930,838 and $ 1,596,957 .

In January 2023, a new Board of Directors was nominated and approved.

Three new independent Board members were issued stock non-statutory stock awards in the amount of 95,045 , for which 50,000 shares vested immediately and 45,045 vested quarterly, and 10,311 of these awards were forfeited upon a director’s resignation in December 2023.

The Company has granted stock-based compensation to employees, including the issuance of 7,109 employee stock options granted in June 2022 that vested over a period of two years.

For the year ended December 31, 2024, the Company issued 5,380 shares in connection with the CEO’s employment agreement.

In addition, during 2024, the Company issued 242 shares subject to quarterly vesting over 12 months, certain awards that cliff vest over 12 and 18 months in connection with employee contracts, and 2,698 shares in connection with new employment agreements.

During the year ended December 31, 2025,

the Company issued an aggregate of 7,784

shares of common stock as stock-based compensation, including 3,299

shares issued to the CEO, 2,004 shares that vested upon cliff vesting conditions, 2,356 shares issued in connection with new

employment agreements, and 125 shares issued for other compensation arrangements.

During the year ended December 31, 2025, the

Company issued 3,944

shares of common stock to directors as stock-based compensation.

The Company also issued 49,115 shares of common stock as compensation for consulting services during the period.

For the years ended December 31, 2025 and 2024,

stock-based compensation was $ 1,510,005

and $ 2,930,838 ,

respectively.

In addition, the Company recognized stock-based consulting compensation expense of $ 1,908,001 and $ 19,998 for the years

ended December 31, 2025 and 2024, respectively.

On June 20, 2023, we issued a 15% secured promissory note due to Al Dali International for Gen.

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As security to secure repayment of the Note, we issued DIC an option to purchase 5,000 shares of our common stock at an exercise price of $ 235.80 per share, which was recorded as a debt discount in the amount of $ 467,509 , which is amortized to interest expense over the term of the agreement using the effective interest method.

During the year ended December 31, 2025, the Company recognized approximately $ 300,000 of forfeitures related to previously granted equity awards, which reduced stock-based compensation expense.

There were no other options or awards granted during the years ended December 31, 2024 and 2023, respectively.

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Expected life of warrants

3.33 - 10 years

Expected volatility rate

The following table summarizes all stock option activity of the Company for the years ended December 31, 2025 and 2024.

All share and weighted average exercise price amounts have been retroactively adjusted to reflect the Company’s 200-for-1 reverse stock split.

Schedule of warrant assumptions

1 unchanged sentence

Outstanding, December 31, 2025

Outstanding, December 31, 2024

Exercisable, December 31, 2024

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

As of December 31, 2024 and 2023, the Company had 399,040 and 80,000 warrants outstanding.

On February 14, 2022, the Company closed on its underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share.

In addition, the Company has issued the underwriter, EF Hutton, a 5-year warrant to purchase 80,000 shares of common stock at an exercise price equal $ 5.75 , and were valued with a fair market value of $ 374,000 .

On April 4, 2024, the Company issued Clear Street LLC a one year warrant to purchase 319,040 shares of common stock at an exercise price of $ 0.90 per share, and were valued with a fair market value of $ 92,522 .

The impact of these warrants has no effect on stockholder’s equity, as they are considered equity-like instruments, and are considered a direct expense of offering services.

As of December 31, 2025 and 2024, the Company had 400 warrants outstanding.

On February 14, 2022, the Company completed an underwritten public offering and issued the underwriter, EF Hutton, a five-year warrant to purchase 400 shares of common stock at an exercise price of $ 1,150 per share.

The warrant was valued at approximately $ 374,000 .

On April 4, 2024, the Company issued Clear Street LLC a one-year warrant to purchase 1,595 shares of common stock at an exercise price of $ 180 per share, which was valued at approximately $ 92,522 .

This warrant expired unexercised during 2025.

These warrants are classified as equity instruments and were recorded as a direct cost of the related offering.

Management uses the Black-Scholes option pricing model to determine the fair value of warrants on the date of issuance.

No warrants were issued during the year ended December 31, 2025;

accordingly, no new assumptions were required.

All share and per share amounts have been retroactively adjusted to reflect the Company’s 200-for-1 reverse stock split.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrants on the date of issuance during 2023 and 2024 are as follows:

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Expected volatility rate

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

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

The trucking logistics services segment generates revenue from trucking crude oil and produced water and transportation and terminaling services of crude oil via the Omega Gathering Pipeline.

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.

The terminaling and storage segment generates revenue from two operational major crude oil terminaling facilities for crude oil and natural gas liquid gathering and storage.

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

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

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

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

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

Our chief operating decision maker (CODM) is our Chief Executive Officer, James Ballengee.

The CODM uses segment income/(loss) from operations before income taxes for purposes of allocating resources and evaluating financial performance predominantly in the annual budget and forecasting process.

The CODM considers budget-to-actual variances on a quarterly basis using the segment income/(loss) before taxes measure when making decisions about allocating capital and personnel to the segments.

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

Segment revenue, significant segment expenses, income/(loss) from operations, other income/(expense) and income/(loss) before income tax for the years ended December 31, 2024 and 2023 are as follows :

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

crude oil transportation and facility services for terminaling and storage.

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

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

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

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

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

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

therefore, segment assets are not presented.

In prior periods, the Company presented segment results through net income (loss);

however, beginning in 2025, the CODM evaluates segment performance based on gross profit.

Accordingly, segment disclosures have been revised to reflect the current measure of segment performance.

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

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

Year ended December 31, 2025

Schedule of segment reporting information, by segment

Transportation

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Storage Segment

Revenues- related party

- related party

Total revenues

Cost of revenues

Operating expenses:

Sales and marketing

General and administrative

Impairment expense

Amortization and depreciation

Total operating expenses

Loss from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Gain on disposition of asset

Gain on deconsolidation of subsidiary

Interest income

Interest expense

Interest expense- related parties

Total other income (expense)

Loss before provision for income taxes

Provision for income taxes

Consolidated net loss

Net loss attributable to noncontrolling interests

Net loss attributable to Vivakor, Inc.

Year ended December 31, 2024

Transportation

Transportation and

Logistics Segment

1 unchanged sentence

Storage Segment

Revenues- related party

- related party

Total revenues

Cost of revenues

Operating expenses:

Sales and marketing

General and administrative

Amortization and depreciation

Total operating expenses

Loss from operations

Other income (expense):

Unrealized gain (loss) on marketable securities

Gain on deconsolidation of variable interest entity

Interest income

Interest expense

Interest expense- related parties

Total other income (expense)

Loss before provision for income taxes

Provision for income taxes

Consolidated net loss

Net loss attributable to noncontrolling interests

Net loss attributable to Vivakor, Inc.

Provision for income taxes is as follows:

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Nondeductible Expenses

Flowthrough Entity not Subject to Tax

Foreign Corporation - Minority Interest

Non-controlling Interest

Valuation Allowance

Stock compensation

Other/Prior Year True-Up

Benefit from income taxes

Provision from income taxes

[1] State taxes in Texas make up the majority (greater than 50%)

of the tax effect in this category.

Tax Computed At The Federal Statutory Rate

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Valuation Allowance

Stock compensation

Other/Prior Year True-Up

Benefit from income taxes

Provision from income taxes

Significant components of the Company’s deferred tax assets and liabilities are as follows:

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Stock Compensation

Leases Liability

Interest Expense Carryover

Lease Liability

Accrued Liabilities

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Valuation Allowance

Net deferred tax liability:

Asset/(Liability)

Deferred Tax Assets:

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Due to the non-filing of income tax returns, statutes of limitations on the potential examination of those income tax periods will continue to run until the returns are filed, at which time the statutes will begin.

The Company expects to file all past due income tax returns within the next 12 months.

Related Party Transactions

In 2023 we subleased office space to Spectra Global Cuisine, LLC (Spectra), which shares officers with WealthSpace, LLC (the Fund Manager of VWFI).

For the year ended December 31, 2024, we realized $ 115,000 in office sublease lease revenue from Spectra.

As of December 31, 2024, the Company is carrying accounts receivable of $ 137,000 related to this sublease.

On May 25, 2023, we entered into a Consulting Agreement with Matthew Nicosia, a shareholder, affiliate via beneficial ownership, and our former Chief Executive Officer.

Under the terms of the agreement, Mr.

Nicosia is assisting our current Chief Executive Officer regarding transitioning certain projects Mr.

Nicosia was working on to our new Chief Executive Officer, primarily those operations related to our business in Kuwait and our attempt to sell some operations that we have impaired.

The agreement is for an initial term of three months, and we have paid Mr.

Nicosia a total of $ 25,000 in cash and accrued $ 30,000 , to be paid in common stock.

We also advanced Mr.

Nicosia $ 21,000 for a business expenses related to a trip to Kuwait for the Company and have requested evidence of his business expenses.

We have received evidence of business expenses of approximately $ 16,254 to date and are awaiting documents and evidence for the remaining expense amount.

In May 2023, we entered into a Consulting Agreement with Trent Staggs, who is a current shareholder of the Company and one of our former directors.

The agreement was for a term of four months and has been terminated as of September 30, 2023.

For the year ended December 31, 2024, we paid Mr.

Staggs a total of $ 48,000 in cash under the terms of the agreement.

At the time of the closing of these transactions Jorgan, JBAH, and our newly hired CEO, James Ballengee were not considered related parties.

The consideration for the membership interests included the Notes in the amount of $ 286,643 to JBAH and $ 28,377,641 to Jorgan, which accrue interest of prime plus 3% on the outstanding balance of the notes.

Under the MIPA, we have committed to make a payment to Jorgan and JBAH on or before February 1, 2024 in the amounts of $ 16,306,754 to Jorgan and $ 164,715 to JBAH, whether in cash or unrestricted common stock.

In the event of a breach of the terms of the Notes, the sole and exclusive remedy of the holder of the notes will be to unwind the MIPA transaction.

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

In October 2022, we entered into an agreement amending the Notes, whereby, after the approval of our shareholders was given in November 2023, we issued 7,042,254 restricted shares of our common stock as a payment of $ 10,000,000 toward the principal of the Notes on a pro rata basis (the “Note Payment”), reflecting a conversion price of $ 1.42 per share.

Once a registration statement registering the shares for the Note Payment is declared effective by the SEC, the Note Payment will count against the threshold payment amount, as defined in the notes and the MIPA.

As of December 31, 2024 and 2023, we have accrued interest of approximately none and made cash payments of $ 2,573,883 and $ 3,587,986 .

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

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

In 2023, the Company subleased office space to Spectra Global Cuisine, LLC (“Spectra”), an entity that shares officers with WealthSpace, LLC.

For the year ended December 31, 2024, the Company recognized $ 115,000 in sublease revenue and had accounts receivable of $ 137,000 related to this arrangement.

During the year ended December 31, 2025, the sublease arrangement was terminated and the Company recorded a write-off of the related accounts receivable.

No balance remained outstanding as of December 31, 2025.

During August 2022 the Company entered into secured promissory notes with Jorgan Development, LLC (“Jorgan”) and JBAH Holdings, LLC (“JBAH”), which are entities beneficially owned by James Ballengee, the Company’s Chief Executive Officer (“CEO”).

The promissory notes, which bear interest at prime plus 3% (10% at December 31, 2025), were amended in 2025 to reduce the required monthly payments from 99% to 50% of Monthly Free Cash Flow, as defined in the agreement.

As of December 31, 2025 and 2024, the aggregate outstanding principal balance of the notes issued to Jorgan was $ 1,137,563 and $ 18,109,503 , respectively.

The Company is party to an Oil Storage Agreement with White Claw Crude, LLC (“WC Crude”), an entity that shares a common beneficiary, the Company’s CEO, with Jorgan and JBAH.

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

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

The agreement expires on December 31, 2031.

Since acquiring this contract on August 1, 2022 we have received tank storage revenue of approximately $ 1,800,000 for the years ended December 31, 2024 and 2023, respectively.

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

The Company recognized related-party tank storage revenue of $ 1,802,868 .07 for the year ended December 31, 2025, and $ 1,350,000 for the year ended December 31, 2024.

The Company is also party to a Crude Petroleum Supply Agreement (“Supply Agreement”) with WC Crude.

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

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

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

The Supply Agreement expires on December 31, 2031.

For the year ended December 31, 2024 and 2023, we made crude oil purchases from WC Crude of $ 43,632,933 , and $ 36,740,922 , and received deficiency payments of $ 1,855,077 and $ 172,311 .

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

These sales agreements are cash net settled at market prices.

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

In the business combination of acquiring SFD and WCCC we also entered into a Shared Services Agreement with Endeavor Crude, LLC (“Endeavor”), who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

Under this agreement, we have the right, but not the obligation to use Endeavor for consulting services.

For the years ended December 31, 2023, Endeavor rendered services in the amount of $ 295,881 .

This agreement was eliminated upon consolidation in 2024 after the acquisition of the Endeavor Entities.

For the twelve months ended December 31, 2025 and 2024, the Company recorded crude oil purchases from WC Crude of $ 1,569,149 and $ 14,796,564 , respectively, and recognized deficiency payments of $ 2,403,818 and $ 0 , respectively.

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

The Company recognized related-party sales to WC Crude totaling $ 61,158 and $ 9,886,435 the years ended December 31, 2025 and 2024, respectively.

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

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As of December 31, 2025 and 2024, the balance owed was $ 479,109 and $ 404,120 .

On October 1, 2024, Jorgan and JBAH (collectively, the “Sellers”), as the equity holders of 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, the “Endeavor Entities”) closed the transactions that were the subject of the previously-disclosed Membership Interest Purchase Agreement among them dated March 21, 2024, as amended (the “MIPA”) (the “Closing”).

The Endeavor Entities 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, the trucking fleet hauls approximately 60,000 barrels of crude oil, tank bottoms, and petroleum wastes, and approximately 30,000 barrels of produced water.

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

The purchase price for the Membership Interests is $116.3 million (the “Purchase Price”), after post-closing adjustments, including a reduction for assumed debt and a possible increase for an earn-out adjustment, payable by the Company in a combination of Company common stock, $0.001 par value per share (“Common Stock”) and Company Series A Preferred Stock $0.001 par value per share (“Preferred Stock”).

The number of shares of Common Stock for the Purchase Price is equal to an undivided nineteen and ninety-nine hundredths percent (19.99%) of all of the Company’s issued and outstanding Common Stock immediately prior to Closing, or a lesser percentage, if such issuance would result, when taking into consideration the percentage of Common Stock owned by Sellers prior to such issuance, in Sellers owning in excess of 49.99% of the Common Stock issued and outstanding on a post-Closing basis, with such shares of Common Stock valued at $1.00 per share.

The remaining Purchase Price is due to the Sellers in Preferred Stock.

The Preferred Stock will have the terms set forth in the Series A Preferred Stock Certificate of Designations, including, but not limited to, liquidation preference over the Common Stock, 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 greater 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 ($1.00) per share of Common Stock.

The Sellers are beneficially owned by James Ballengee, the Company’s chief executive officer and principal shareholder.

The Company is currently still calculating the reduction in the Purchase Price, as a result of Endeavor Entities debt that the Company assumed at Closing.

The Endeavor Entities own and operate a combined fleet of more than 500 commercial tractors and trailers for the hauling of crude oil and produced water and also own and operate a crude oil pipeline and exclusive connected blending and processing facility in Blaine County, Oklahoma.

The purchase price for the Membership Interests was $ 116.3 million (the “Purchase Price”), after post-closing adjustments, including a reduction for assumed debt and a possible increase for an earn-out adjustment, payable by the Company in a combination of Company common stock, $0.001 par value per share (“Common Stock”) and Company Series A Preferred Stock $0.001 par value per share (“Preferred Stock”).

The Preferred Stock has the terms set forth in the Series A Preferred Stock Certificate of Designations, including, but not limited to, liquidation preference over the Common Stock, 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 greater 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 ($1.00) per share of Common Stock.

The Sellers are beneficially owned by James Ballengee, the Company’s CEO and principal shareholder.

On December 2, 2024, the Company issued 33,621 shares of Common Stock to the Sellers, or their assignees, with 24,998 shares issued to Jorgan and 253 shares issued to JBAH.

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The Company issued 107,789 shares of Series A Preferred Stock to the Sellers, or their assignees, as part of the Purchase Price.

As a result, the selling entities in the 2022 MIPA no longer have the right to unwind our acquisitions of White Claw Colorado City and Silver Fuels Delhi.

Upon the Closing of our acquisition of the Endeavor Entities, we acquired Trucking Transportation Agreement & Addendum with WC Crude.

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

The agreement expires on December 31, 2034.

For the year ended December 31, 2024, we realized related party trucking revenue related to this agreements of $ 3,756,097 .

For the years ended December 31, 2025 and 2024, we realized related party trucking revenue related to this agreement of $ 11,895,108 and $ 3,756,097 , respectively.

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The agreement expires on December 31, 2034.

For the year ended December 31, 2024, we realized related party revenue related to this agreements of $ 189,750 .

Upon the Closing of our acquisition of the Endeavor Entities, we acquired a Station Throughput Agreement with WC Crude, who shares a beneficiary, James Ballengee, with Jorgan and JBAH.

For the years ended December 31, 2025 and2024, we realized revenue related to this agreement of $ 759,000 and $ 189,750 , respectively.

Upon the Closing of our acquisition of the Endeavor Entities, we also acquired a Station Throughput Agreement with WC Crude.

Under this agreement, WC Crude must source for the Company, a minimum volume of 200,000 bbls per month through our storage Omega Gathering Pipeline at $1.00 per barrel, guaranteeing $2,400,000 of throughput revenue on an annual basis.

The agreement expires on December 31, 2034.

For the year ended December 31, 2024, we realized related party revenue related to this agreements of $ 427,844 .

For the years ended December 31, 2025 and 2024, we realized revenue related to this agreement of $ 1,734,306 and $ 427,844 , respectively.

On October 17 2024, our newly acquired subsidiaries under the Endeavor Entities, received funding of $530,000 under our May 14, 2024 promissory note between Vivakor, Inc.

and Ballengee Holdings, LLC, of which our Chief Executive Officer is the beneficial owner.

The Company also made payments of $530,000 on this promissory note in October 2024.

See Note 6 for further information regarding the promissory note between Ballengee Holdings, LLC and Vivakor, Inc.

On May 14, 2024, we issued a promissory note, to James Ballengee, in the principal amount of up to $ 1,500,000 , for which loan advances will be made to the Company as requested.

and Ballengee Holdings, LLC (“Ballangee Holdings”), of which the Company’s CEO is the beneficial owner, which was paid off in 2024.

On May 14, 2024, the Company issued a promissory note to James Ballengee in the principal amount of up to $ 1,500,000 , for which loan advances will be made to the Company as requested.

The Company will use the proceeds of the promissory note for general working capital purposes and to repay certain indebtedness.

The intent of the promissory note is to be short term in nature and be repaid in 30 days.

Any amounts that are not repaid in 30 days will bear interest thereafter at a rate of 11 % per annum.

The intent of borrowings under the promissory note is to be short term in nature and be repaid in 30 days.

Any amounts that are not repaid in 30 days bear interest thereafter at a rate of 11 % per annum.

Each advance matures after six months from the date the Company receives the funds.

As of December 31, 2024, the principal balance and accrued interest of this note was $ 1,164,150 and $ 43,880 .

On May 23, 2024, we issued a promissory note to Ballengee Holdings which replaced and rescinded the above referenced note with James Ballengee effective back to May 14, 2024, under the same terms such that all obligations under the notes are the responsibility of Ballengee Holdings and the prior note with James Ballengee is no longer enforceable.

As of December 31, 2025 and 2024, the principal balance and accrued interest of this note was $ 1,481,730 and $ 139,175 , and $ 1,164,150 and $ 43,880 , respectively.

On June 13, 2024, we owed our Chief Financial Officer $ 1,167,750 in accrued salary and bonuses, plus interest (together, the “Accrued Compensation”), for serving as the Company’s Chief Financial Officer, and executed a Settlement Agreement where the Accrued Compensation would be paid under the terms of a straight promissory note in the principal amount of the Accrued Compensation.

Under the terms of the note, the amounts due will accrue interest at 8% per annum and will be paid by paying 5% of any money received by the Company from closed future financings or acquisition/merger/sale transactions until the note has been paid in full.

In the event the note has not been paid in full by June 30, 2025, the note will mature and any amounts due thereunder will be due and payable in full on such date.

Under the terms of the note, the amounts due accrued interest at 8% per annum, to be paid by paying 5% of any money received by the Company from closed future financings or acquisition/merger/sale transactions until the note has been paid in full.

In the event the note was not paid in full by June 30, 2025, the note matured and any amounts due thereunder were due and payable in full on such date.

As of December 31, 2024 the balance of principal and accrued interest was $ 1,020,872 and $ 48,121 .

On July 5, 2024, the Company received a loan from Ballengee Holdings, LLC, in the principal amount of $500,000, and in connection therewith, we agreed to issue 21,552 ($50,000) restricted shares of the Company’s common stock, which is currently accrued in related party accounts payable in stock until the shares are issued.

The note was paid off in 2025.

On July 5, 2024, the Company received a loan from Ballengee Holdings, in the principal amount of $ 500,000 , and in connection therewith, we agreed to issue 21,552 ($50,000) restricted shares of the Company’s common stock, which is currently accrued in related party accounts payable in stock until the shares are issued.

The loan bears interest at the rate of 10% per annum.

The loan originally matured on December 31, 2024 and was amended on July 19, 2024 to mature on September 30, 2025.

The loan originally matured on December 31, 2024 and was subsequently amended to extend the maturity date to September 30, 2026.

The note allows the holder to convert the outstanding principal and interest due under the note into shares of our common stock at price equal to 90% of the average closing price of our common stock for the previous five (5) trading days prior to the conversion date, with a floor conversion price of $1.00 per share.

As of December 31, 2024 the balance of principal and accrued interest was $ 500,000 and $ 24,456 .

As of December 31, 2025 and 2024 the balance of principal and accrued interest was $ 500,000 and $ 61,956 .52 and $ 500,000 and $ 24,456 , respectively.

The Company also assumed $ 2,302,696 of related-party debt owed to Meridian Equipment Leasing, LLC in connection with the purchase of certain assets following the divestiture.

The notes bear interest at 12% per annum and mature in August 2028.

The aggregate outstanding balance of these related-party notes was $ 6,701,887 as of December 31, 2025.

During the year ended December 31, 2025, the Company entered into a yard lease in Pearsall, Texas with a related party affiliated with the Company’s Chief Executive Officer.

The Company also entered into a commercial motor vehicle sublease with a related party affiliated with the Company’s Chief Executive Officer on a month-to-month basis.

This arrangement is accounted for as a short-term lease, and lease payments are expensed as incurred.

As of December 31, 2025, accounts receivable – related party included a balance of $ 1,439,228 due from the buyer of the 2025 divestiture of the Company’s wholly owned subsidiaries, representing amounts paid by the Company.

The balance is non-interest bearing and due on demand.

Subsequent Events

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

On February 11, 2025, the Company filed a Certificate of Amendment (the “Amendment to Articles”) to the Company’s Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada in order to withdraw all previously designated series of preferred stock.

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

Under the terms of the Consulting Agreement, we will pay the consultant up to $ 1.3 million per year, payable in registered shares of our common stock under our 2023 Equity Incentive Plan.

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

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

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

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

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

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

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

On July 5, 2024, we issued a convertible promissory note to Ballengee Holdings, LLC (“Ballengee Holdings”), whose beneficial owner is our Chief Executive Officer, in the principal amount of $500,000, in exchange for $500,000 and in connection therewith, we agreed to issue 21,552 ($50,000) restricted shares of our common stock to Ballengee Holdings (the “BH Shares”).

On February 12, 2025, we issued the BH Shares to Ballengee Holdings.

On July 8, 2024, we issued a convertible promissory note to Justin Ellis (“Ellis”) in the principal amount of $350,000, in exchange for $350,000 and in connection therewith, we agreed to issue 15,982 ($35,000) restricted shares of our common stock to Ellis (the “Ellis Shares”).

On February 12, 2025, we issued the Ellis Shares to Ellis.

On February 13, 2025, we issued Tysadco Partners, LLC 139,535 shares for payment of $ 180,000 in outstanding invoices.

On February 12, 2025, we issued James Ballengee, our Chairman, Chief Executive Officer and principal shareholder, 160,266 shares of our common stock (net of tax withholdings) under the terms of the Ballengee Employment Agreement for his services rendered from October 28, 2024 to January 27, 2025.

The shares were issued as unrestricted shares under our Equity Incentive Plan registered under a Registration Statement on Form S-8.

Based on the Ballengee Employment Agreement, we owe Mr.

Nelson in shares of common stock, which total 462,462 shares of common stock (prior to tax withholdings) based on the calculations in the Nelson Employment Agreement.

In payment of the Nelson Bonuses, on February 12, 2025, we issued Mr.

Nelson 105,213 shares of our common stock after tax withholdings.

The shares were issued as unrestricted shares under our Equity Incentive Plan registered under a Registration Statement on Form S-8.

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”), and will use the net proceeds of the Loan for general working capital purposes and to repay certain indebtedness.

The Company received the funds on March 18, 2025.

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 Note 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.

The Note is secured by a junior lien in all assets of the Company and its subsidiaries, subject to exceptions for existing debt covenants of the Company.

The Company reserved 21,554,274 shares of its common stock for issuance in connection with a conversion under the Note and the Company agreed to issue the Lender 250,000 shares of its common stock as additional consideration for the loan (the “Commitment Shares”).

Under the terms of a Registration Rights Agreement (the “RRA”), the Company is obligated to file a resale registration statement with the SEC registering any shares of its common stock issuable under the Note (the “Conversion Shares”) as well as the Commitment Shares by a date which shall be not later than sixty (60) days after closing.

On April 9, 2025, a Side Letter (the “Cedarvew Side Letter”) with Cedarview Capital Management LLC (“Cedarview”) went effective which amended the terms of that certain Loan and Security Agreement we issued to Cedarview dated October 31, 2024 (the “Cedarview Loan”).

As previously reported, on October 31, 2024, the Company, as the borrower, and certain of its subsidiaries, being Vivaventures Management Company, Inc., Vivaventures Oil Sands, Inc., Silver Fuels Delhi, LLC, White Claw Colorado City, LLC, Vivaventures Remediation Corporation, Vivaventures Energy Group, Inc., and Silver Fuels Processing, LLC, as guarantors (collectively, the “Guarantors” or “Subsidiaries”, as context requires), Cedarview Opportunities Master Fund LP, as the lender (the “Lender” or “Cedarview”);

and Cedarview Capital Management, LLC, as the agent (the “Agent”), entered into a Loan and Security Agreement (the “Loan Agreement”).

Pursuant to the Loan Agreement, the Company issued a secured promissory note (the “Note”) in the principal amount of $3,670,161, and the Lenders agreed to provide such term loan to the Company (the “Term Loan”) with maturity on October 31, 2025.

On November 5 and 6, 2024 (the “Closing Date”), the Company received the net proceeds from the Term Loan less (i) a 3% origination fee, and (ii) repayment of $2,000,000 in outstanding principal, $68,009 in accrued interest, and a $242,991 prepayment fee pursuant to that certain Loan and Security Agreement dated February 5, 2024, by and between the Company, as borrower thereunder, certain of its Subsidiaries, as guarantors thereunder, and Lender and Agent.

On April 9, 2025, a Side Letter Cedarview went effective which amended the terms of the Loan Agreement.

Under the terms of the Side Letter, we agreed to pay the remaining amounts we owe under the Cedarview Loan as follows:

(i) $589,890.37 on or before April 9, 2025, (ii) payments of $150,000 on each of April 30, 2025 and May 31, 2025, and (iii) four monthly payments of $645,684.69 until the Cedarivew Loan has been paid in full.

(i) $589,890 on or before April 9, 2025, (ii) payments of $150,000 on each of April 30, 2025 and May 31, 2025, and (iii) four monthly payments of $645,685 until the Cedarview Loan has been paid in full.

In exchange for Cedarview agreeing to the extended repayment terms under the Side Letter for the Cedarview Loan we agreed we would (a) pay Cedarview 30% of any net amounts we receive from drawdowns from any equity lines of credit we do in the future as payments on the Cedarview Loan, (b) pay Cedarview 30% of any net proceeds received from the sale of any assets in the future as payments on the Cedarview Loan, and (c) issue Cedarview, or its assignees, 1,500 shares of our restricted common stock.

We paid the $ 589,890 .37 on April 9, 2025 and issued Cedarivew, and its assignees, 300,000 shares of our restricted common stock on April 11, 2025.

On March 18, 2025, the Company received a deficiency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s common stock had closed below $1.00 per share for the previous 30 consecutive business days.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company can regain compliance with the minimum bid price requirement at any time within the 180 calendar day period following receipt of the Nasdaq notice, or until September 15, 2025.

To regain compliance, the bid price for the Company’s common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days.

Nasdaq’s written notice has no effect on the listing or trading of the Company’s common stock at this time.

The Company intends to actively monitor the closing bid price of its common stock and, as appropriate, will consider available options to resolve this listing deficiency.

We paid the $589,890 payment on April 9, 2025 and issued Cedarview, and its assignees, 1,500 shares of our restricted common stock on April 11, 2025.

On December 31, 2025, the Company entered in an Interim Forbearance Agreement (the “Interim Forbearance Agreement”) with Cedarview, under which Cedarview agreed to forbear any rights it has for the Company’s default as a result of the Company’s failure to pay the Note in accordance with its terms, as amended.

Cedarview agreed to forbear its rights and not call the Company in default under the Note through January 23, 2026 in exchange for the Company agreeing to enter into a long-term forbearance agreement on or before January 23, 2026, under which the maturity date for the Note will be extended to January 31, 2027 and the Company will agree to a payment plan for the Note and will agree to a Confession of Judgment with respect to (i) all amounts due and owing under the Note, including accrued but unpaid interest thereon that has accrued at the default interest rate, and (ii) $200,000 of collection expenses with respect thereto.

The other terms of the extension of the maturity date will be determined between the parties on or before January 23, 2026, when the parties plan to execute a further agreement.

As previously reported, between June 6, 2025 and June 9, 2025, the Company issued convertible promissory notes (the “Lender Notes”), to seven non-affiliated accredited investors (the “Lenders”), in the aggregate principal amount of $ 5,117,647 in connection with a Securities Purchase Agreement entered into by and between the Company and the Lenders (the “Lender SPA”).

Under the terms of the Lender SPA and the Lender Notes, the Company received $ 4,350,000 prior to deducting customary fees.

Between December 31, 2025 and January 7, 2026, the Company received Notices of Conversion from the Lenders converting a total of $256,690 of the amounts due under the Lender Notes into 189,432 shares of the Company’s common stock, on January 16, 2026, the Company received Notices of Conversion from two of the Lenders converting a total of $41,165 of the amounts due under the Lender Notes into 46,079 shares of the Company’s common stock (together, the “Lender Shares”).

Pursuant to the terms of the Lender Notes and the Notices of Conversion, the Company issued the Lender Shares.

The Lender Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent.

On January 30, 2026, the Company entered into Forbearance and Note Amendment Agreements (the “Lender Forbearance Agreements”) with the each of the Lenders.

As of the date the Lender Forbearance Agreements were entered into the Company owed approximately $2,242,793 under the Lender Notes, having satisfied approximately $2,874,854 of the aggregate principal amount since the Lender Notes were issued.

Under the terms of the Lender Forbearance Agreements, (i) the parties agreed to extend the maturity date of the Lender Notes until January 31, 2027;

(ii) the Company agreed to issue an aggregate of 280,839 shares of its restricted common stock (the “Agreement Shares”);

(iii) the Company agreed to pay the following aggregate amounts to payoff the Lender Notes:

$378,433.25 on or before March 1, 2026, $396,415 on or before April 30, 2026, $258,904 on or before June 30, 2026, $454,797 on or before July 31, 2026, $17,434 on or before September 30, 2026, $356,194 on or before October 31, 2026, $372,627 on or before January 31, 2027;

and (iv) no conversions will be permitted under the Lender Notes unless the Company either fails to pay the Lender Notes in accordance with the above payment terms or the Company fails to get re-listed on Nasdaq on or before February 28, 2026, which date will be extended if the only requirement for the Company to get re-listed is the completion of a reverse stock split of the Company’s common stock so long as the Company is in the process of completing the reverse stock split.

As previously reported, on July 9, 2025, the Company, issued a junior secured convertible promissory note (the “Second Note”) to J.J.

Astor”), in the principal amount of $ 5,940,000 (the “Principal Amount”), in relation to an amended Loan and Security Agreement by and between the Company, its subsidiaries, and J.J.

Astor (the “Amended Loan Agreement”).

The Company received $ 4,400,000 , before fees.

The Company received the funds on July 15, 2025.

On January 12, 2026, the Company received a Notice of Conversion from J.J.

Astor converting $ 50,000 of the Principal Amount of the Second Note into 59,524 shares of the Company’s common stock (the “Shares”).

Pursuant to the terms of the Second Note and the Notice of Conversion, the Company issued the Shares.

The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent.

On February 5, 2026, the Company entered into a Forbearance and Note Payment Amendment Agreement (the “J.J.

Astor Forbearance Agreement”) with J.J.

Under the terms of the J.J.

Astor Forbearance Agreement, (i) the parties agreed to extend the maturity date of the Second Note until January 1, 2027;

(ii) the Company agreed to pay the following payments to payoff the Second Note:

(a) $50,000 per week commencing Monday, April 6, 2026, (b) $100,000 per week commencing Monday, July 6, 2026, (c) $150,000 per week commencing Monday, October 5, 2026, and (d) $250,000 per week commencing Monday, December 7, 2026, with the outstanding balance to be paid in full by January 1, 2027 (the “Amended Payment Terms”), with the Company having the ability to pay the Amended Payment Terms in shares of common stock if certain conditions are met as set forth in the Agreement, and (iii) the Company agree to use its best efforts to remove its suspension from trading on the Nasdaq Capital Market and be reinstated for trading on the Nasdaq Capital Market on or before February 28, 2026 (the “Nasdaq Reinstatement Deadline”), which deadline will be extended to a date not later than April 30, 2026 if the Company has applied for a reverse stock split prior to February 28, 2026 and is only waiting for regulatory approval of such stock split to regain compliance with Nasdaq’s listing rules.

In the event the Company fails to comply with the terms of the J.J.

Astor Forbearance Agreement, then entire outstanding principal amount plus accrued interest then due and payable under the Second Note shall increase to 110% of the then Outstanding Principal Amount, such balance will begin accruing interest at 19% per annum compounded daily, the balance will become immediately due and payable to J.J.

Astor in full, the Forbearance provided herein shall terminate, and J.J.

Astor may exercise all of its rights and remedies under the Amended Loan Agreement, the Second Note and other transaction documents.

On February 27, 2026, the Company and J.J.

Astor entered into a Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement (the “ Loan Agreement Amendment No.

3 ”) and $993,750 Original Principal Amount Junior Secured Promissory Note (the “ Fourth Note ”).

Under the terms of the Fourth Note J.J.

Astor agreed to loan us an additional $750,000, which matures on April 6, 2026.

In the event we default on the Fourth Note, the note begins accruing interest at 19% per annum, the principal amount due under the note is increased to 110% of the principal amount owed at the time of default, and the amounts due under the note become convertible with J.J.

Astor allowed to convert 200% of the amount due under the note at a conversion price equal to an 80% discount to the lesser of (a) the closing price of the Company’s common stock on (x) the Funding Date of the Initial Note and (y) the Funding Date of the Second Note (whichever closing price is lower), or (b) 20% of the closing price of the Company Common Stock on such applicable Funding Date.

Under the terms of the Loan Agreement Amendment No.

Astor and Company agreed the date by which the Company has to relist on Nasdaq under the Fourth Forbearance Agreement was extended to April 6, 2026, and the Second Note default terms were amended in certain respects to the default terms in the Fourth Note.

The Company received the funds from the Fourth Note on February 27, 2026, minus $40,000 for legal and transaction fees.

The Company and J.J.

Astor also entered into a Subsidiary Guarantee, under which the Company’s subsidiaries are guaranteeing the amounts due under the Fourth Note (the “ Subsidiary Guarantee ”) and a Pledge and Security Agreement, under which the Company and its subsidiaries secured the repayment of the amounts due under the Second Note and the Fourth Note with their assets as collateral (the “ Pledge and Security Agreement ”).

Additionally, the Company conveyed certain real property and improvements it owns in Blaine County, Oklahoma to J.J.

Astor to secure the repayment of the Fourth Note.

In the event the Fourth Note is paid in full by the maturity date, the Oklahoma property will be reconveyed to the Company.

On March 24, 2026, a Certificate of Amendment (the “Amendment to Articles”) to the Company’s Amended and Restated Articles of Incorporation, as amended, went effective with FINRA and OTC Markets, which implemented a 1-for-200 reverse stock split of the Company’s common stock in accordance with the approval of the holders of a majority in interest of the Company’s outstanding votes delivered at the Special Meeting of the Company’s Shareholders held on December 22, 2025.

In accordance with FINRA rules, a “D” was placed on the Company’s ticker symbol for 20 business days “VIVKD”, to indicate the reverse stock split.

After 20 business days, the symbol will be changed back to “VIVK”.

EXHIBIT INDEX

5 unchanged sentences

Form of Certificate of Designation-Series A Preferred Stock

Amended and Restated Series A Convertible Preferred Stock Certificate of Designations

Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada to Increase Authorized Common Stock

Certificate of Amendment to Amended and Restated Articles of Incorporation to Effect 1-for-200 Reverse Stock Split

Vivakor, Inc.

4 unchanged sentences

Promissory Note issued by Meridian Equipment Leasing, LLC to B1Bank dated November 12, 2020 in the principal amount of $12,275,000

Description of Securities

Form of Pre-Funded Warrant

Description Securities

Vivakor, Inc.

11 unchanged sentences

Net Working Capital Sample Calculation re Endeavor MIPA

Exhibit Description

Form of First Amended and Restated Master Netting Agreement re Endeavor MIPA

5 unchanged sentences

Form of Promissory Note Issued to Tyler Nelson dated June 13, 2024

Exhibit Description

Form of Stock Option Issued to Tyler Nelson dated June 13, 2024

23 unchanged sentences

Letter Agreement regarding Secured Promissory Note and related Loan Documents by and between Pilot OFS and Meridian Equipment Leasing, LLC dated October 1, 2024

Exhibit Description

First Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $13,000,000

Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $1,500,000

Exhibit Description

Security Agreement, Financing Statement and Assignment of Collateral by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023

17 unchanged sentences

Motor Carrier Services Agreement by and between Bonanza Creek Energy Operating Company, LLC, et al and Endeavor Crude, LLC dated May 21, 2023

Exhibit Description

Lease Agreement by and between Basin Housing Ventures, LLC and Equipment Transport, LLC

Sales Agreement by and between White Claw Crude, LLC and Silver Fuels Delhi, LLC dated July 1, 2024

Exhibit Description

Repair & Maintenance Subscription Plan by and between Horizon Truck & Trailer, LLC and Meridian Equipment Leasing, LLC dated October 1, 2024

9 unchanged sentences

Side Letter with Cedarview Capital Management LLC

Form of Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors dated May 13, 2025

Form of Promissory Note Under Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors

Forbearance Agreement with J.J.

dated July 9, 2025

Second Amendment to Loan Agreement and Registration Rights Agreement dated July 9, 2025

Junior Secured Convertible Promissory Note dated July 9, 2025

Executive Employment Agreement, by and between Vivakor Administration, LLC and Kimberly Hawley, dated July 24, 2025

Membership Interest Purchase Agreement dated July 30, 2025, by and between Vivakor Transportation, LLC, as Seller, and Jorgan Development, LLC, as Buyer

Forbearance Agreement dated July 30, 2025, by and between Maxus Capital Group, LLC, and Silver Fuels Delhi, LLC, et al.

Transition Agreement dated August 3, 2025, by and between Vivakor, Inc., Vivakor Administration, LLC, and Russ M.

Second Amended Employment Agreement, by and between Vivakor, Inc., Vivakor Administration, LLC and Les Patterson, dated August 12, 2025

Second Forbearance Agreement with J.J.

dated October 8, 2025

Third Junior Secured Convertible Promissory Note dated October 9, 2025

Form of Securities Purchase Agreement

Form of Placement Agent Agreement

Form of Physical Commodity Intermediation Agreement dated October 22, 2025

Exhibit Description

Settlement Agreement with James Samuelson dated October 23, 2025

Settlement Agreement with Tyler Nelson

Transition Agreement with Patrick Knapp dated November 10, 2025

Debt Satisfaction and Preferred Stock Amendment Agreement

Interim Forbearance Agreement with Cedarview dated December 31, 2025

Form of Forbearance and Note Amendment Agreement with Lenders entered into on January 30, 2026

Forbearance and Note Payment Amendment Agreement with J.J.

entered into on February 5, 2026

Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement with J.J.

Astor dated February 27, 2026

Fourth Junior Secured Convertible Promissory Note to J.J.

Astor dated February 27, 2026

Subsidiary Guarantee with J.J.

Astor dated February 27, 2026

Pledge and Security Agreement with J.J.

Astor dated February 27, 2026

Subsidiaries of the Company

7 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Vivakor, Inc.

Compensation Recovery Policy

Inline XBRL Instance Document

19 unchanged sentences

(Principal Executive Officer)

/s/ Tyler Nelson

Chief Financial Officer and Director

/s/ Kimberly Hawley

Chief Financial Officer

April 15, 2026

(Principal Accounting Officer and Principal Financial Officer)

Kimberly Hawley

(Principal Accounting Officer and Principal Financial Officer) and Secretary

/s/ John Harris

7 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-K

Item 9A. Controls and Procedures