Vivakor, Inc. 10-K

Item 9A - Controls and Procedures Our management, with the participation of our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. 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, 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. 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. 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 resources allow. 40 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, 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. 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. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 for the reasons discussed above. Item 9B - Other Information None . Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 41 PART III Item 10 - Directors, Executive Officers and Corporate Governance Directors and Executive Officers The following table sets forth information about our directors, executive officers and significant employees. Name Age Position(s) James Ballengee 60 Chief Executive Officer (Principal Executive Officer) and Director Kimberly Hawley 57 Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Les Patterson 48 Executive Vice President & Chief Operating Officer John Harris 76 Independent Director Albert Johnson 50 Independent Director Michael Thompson 55 Independent Director Executive Officers James H. Ballengee joined Vivakor as Chief Executive Officer and Chairman of the Board in 2022. Prior to joining the Company, Mr. Ballengee had more than two decades of experience in midstream oil and gas senior management roles. Previously, he had been involved in two major private equity portfolio companies holding positions including Chief Commercial Officer, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board. From 1997 through 2010, Mr. Ballengee served first as Chief Financial Officer, then Chief Executive Officer, then Chief Commercial Officer of Taylor Logistics, LLC, a Halifax Group-backed private equity portfolio company focused on crude oil marketing and logistics, which he led through a successful sale to Gibson Energy, Inc. (TSX: GEI). From 2010 to 2013, he was Chief Executive Officer and Chairman of the Board of Bridger Group, LLC, a private crude oil marketing firm. From 2013 to 2015, he was a board member and Chief Commercial Officer of Bridger, LLC, a Riverstone Holdings-backed private equity portfolio company focused on crude oil marketing and logistics, which he led through a successful sale to Ferrellgas Partners, LP (NYSE: FGP). Mr. Ballengee currently manages an exempt family office, which in turn holds and manages investments principally in the oil and gas, sports and entertainment, and real estate sectors. He has an undergraduate degree in accounting from Louisiana State University—Shreveport. 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. Ms. Hawley received her Bachelor of Business Administration from Loyola University of Chicago, and her Master of Business Administration from Pepperdine University. Ms. 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. 42 Leslie D. 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. Mr. 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. Mr. 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, LP (NYSE: 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. Prior to Bridger, Mr. 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. Directors James Ballengee - See “Executive Officers” John R. 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. He currently serves on the board of directors for the Hackett Group, Hifu Prostate Services, GenHemp, and Everservice. Since 2009 Mr. Harris has primarily been a private investor, advisor, and board member for both public and privately held companies. From 2006 to 2009 he was CEO of Etelecare Global solutions a leading provider of offshore teleservices to Fortune 1,000 companies. From 2003 to 2005 he served as the CEO of Seven Worldwide, a digital content management company where he was previously a member of the board of directors of the company. From 2001 to 2003, Mr. Harris consulted with a variety of venture-backed early-stage companies. Previously Mr. Harris spent 25 years with Electronic Data Systems in a variety of senior executive positions to include President of the 4 strategic business units serving the telecommunications and media industries world-wide. He was elected as a Corporate Vice-President and Officer of the company. During his tenure with EDS, he gained extensive international experience working and living in the Middle East, Europe and Asia. Mr. Harris has extensive public company board experience through prior services on the boards of Premier Global Services, Cap Rock Communications, Genuity, Ventiv Health, Startek, Sizmek, Mobivity and Applied Graphic Technologies and served in a variety of positions to include board member, committee chairman, lead director and chairman. Mr. Harris received his BBA and MBA from the University of West Georgia where he serves on the Board of Advisors to the Richards School of Business. Albert Johnson , age 49, brings over 25 years of experience in operations and senior management in the midstream and downstream sectors of the oil and gas industry. Previously, Mr. Johnson had been involved in public and privately held companies holding various positions in senior management and serving as a member of boards of directors. From 2014 to 2015, he was Director of Business Development for Sunoco Logistics, LP., a publicly traded master limited partnership involved in the marketing, trading, transportation and terminaling of crude oil, products and NGLS. From July 2015 through May 2017, Mr. Johnson was the Vice President of Business Development for Navigator Energy Services, LLC., a private equity backed company involved in the gathering, transportation and terminaling of crude oil. From March 2018 to November 2022, Mr. Johnson served as Executive Vice President Business Development for ARX Energy, LLC. Since November 2022, Mr. Johnson has served as Chief Commercial Officer for ARX Energy, LLC., a privately held company involved in building a world class clean fuels facility in the Port of Brownsville, Texas. Mr. Johnson served on the Board of Directors for West Texas Gulf Pipe Line Company and on the Management Committee of SunVit Pipeline, LLC. He has an undergraduate degree in History from the University of Texas at Austin and an MBA finance concentration from Jones Graduate School of Business at Rice University. 43 Michael Thompson , age 55, combines over 25 years of experience in company directorship. Previously, he had been involved in four companies and two nonprofit organizations, holding positions including President, Representative Director, and board member. Mr. Thompson presently serves as the Global Head of Multi-Vendor Solutions at HP. From 2016 to 2021, Mr. Thompson has served on the Board of Directors as the Chair of the Audit Committee and Conflicts Committee of Rhino Resources, LTD, a company concentrated on coal and energy-related assets and activities. From 2014 to 2016, Mr. Thompson was a Director and Chair of the Strategic Planning Committee of Idaho Aquarium, a nonprofit aquarium. From 2010 to 2012, Mr. Thompson was a member of the board of Asister, a nonprofit organization focused on designing and distributing appliances in Latin America. From 2005 to 2009, Mr. Thompson served on the Board of Directors for Environmental Energy Services, Inc. and Blaze Energy, Inc., energy services and asset accumulation companies. From 1996 to 1999, he served as President and Representative Director of Micron Electronics Japan, K.K. and Micron Electronics China. Mr. Thompson has a bachelor’s degree in Business and Japanese from Brigham Young University and a master’s degree in Organizational Leadership from Gonzaga University. Mr. Thompson is a member of the National Association of Corporate Directors and brings to our Board over 25 years of experience in corporate governance, compliance and turnaround. Family Relationships There are no family relationships between any of our directors and executive officers. Corporate Governance Overview Board Composition and Director Independence 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. The Company defines “independent” as that term is defined in the Nasdaq rules. 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, 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). Board Committees Our Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee has its own charter, which is available on our website at www.vivakor.com . Each of the board committees has the composition and responsibilities described below. Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors. Audit Committee Our Audit Committee is currently comprised of Michael Thompson, Albert Johnson and John Harris, each of whom qualify as an independent director under applicable Nasdaq and SEC rules, and “financially literate” under applicable Nasdaq rules. Our board has determined that Michael Thompson, qualifies as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K. Michael Thompson serves as the chairman of the Audit Committee. 44 The Audit Committee oversees our accounting and financial reporting processes and oversee the audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting. The responsibilities of this committee include, but are not limited to: ● selecting and recommending to our Board of Directors the appointment of an independent registered public accounting firm and overseeing the engagement of such firm; ● approving the fees to be paid to the independent registered public accounting firm; ● helping to ensure the independence of the independent registered public accounting firm; ● overseeing the integrity of our financial statements; ● preparing an audit committee report as required by the SEC to be included in our annual proxy statement; ● resolving any disagreements between management and the auditors regarding financial reporting; ● reviewing with management and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the Company’s accounting policies; ● reviewing and approving all related-party transactions; and ● overseeing compliance with legal and regulatory requirements. The Audit Committee is authorized to retain independent legal and other advisors and conduct or authorize investigations into any matter within the scope of its duties. Compensation Committee Our Compensation Committee is currently comprised of John Harris, Albert Johnson and Michael Thompson, each of whom qualify as an independent director under applicable Nasdaq rules. John Harris serves as the chairman of the Compensation Committee. Our Compensation Committee assists the board of directors in the discharge of its responsibilities relating to the compensation of the board of directors and our executive officers. The responsibilities of this committee include, but are not limited to: ● reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for our Chief Executive Officer; ● reviewing, approving and recommending to our board of directors on an annual basis the evaluation process and compensation structure for our other executive officers; ● determining the need for and the appropriateness of employment agreements and change in control agreements for each of our executive officers and any other officers recommended by the Chief Executive Officer or Board of Directors; ● providing oversight of management’s decisions concerning the performance and compensation of other company officers, employees, consultants and advisors; ● reviewing our incentive compensation and other equity-based plans and recommending changes in such plans to our Board of Directors as needed, and exercising all the authority of our Board of Directors with respect to the administration of such plans; 45 ● reviewing and recommending to our Board of Directors the compensation of independent directors, including incentive and equity-based compensation; and ● selecting, retaining and terminating such compensation consultants, outside counsel or other advisors as it deems necessary or appropriate. The Compensation Committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The Compensation Committee is authorized to retain independent legal and other advisors, and conduct or authorize investigations into any matter within the scope of its duties. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee is currently comprised of Albert Johnson, John Harris and Michael Thompson, each of whom qualify as an independent director under applicable Nasdaq rules. Albert Johnson serves as the chairman of the Nominating and Corporate Governance Committee. The purpose of the Nominating and Corporate Governance Committee is to recommend to the Board of Directors nominees for election as directors and persons to be elected to fill any vacancies on the Board of Directors, develop and recommend a set of corporate governance principles and oversee the performance of the Board of Directors. The responsibilities of this committee include, but are not limited to: ● recommending to the Board of Directors nominees for election as directors at any meeting of stockholders and nominees to fill vacancies on the board; ● considering candidates proposed by stockholders in accordance with the requirements in the Committee charter; ● overseeing the administration of the Company’s code of business conduct and ethics; ● reviewing with the entire Board of Directors, on an annual basis, the requisite skills and criteria for board candidates and the composition of the board as a whole; ● the authority to retain search firms to assist in identifying board candidates, approve the terms of the search firm’s engagement, and cause the Company to pay the engaged search firm’s engagement fee; ● recommending to the Board of Directors on an annual basis the directors to be appointed to each committee of the Board of Directors; ● overseeing an annual self-evaluation of the Board of Directors and its committees to determine whether it and its committees are functioning effectively; and ● developing and recommending to the board a set of corporate governance guidelines applicable to the Company. The Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors and conduct or authorize investigations into any matter within the scope of its duties. Board Leadership Structure Currently, Mr. Ballengee is our principal executive officer and chairman of the board. 46 Risk Oversight Our Board will oversee a company-wide approach to risk management. Our Board will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our Board will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas. Specifically, our compensation committee will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our audit committee will oversee management of enterprise risks and financial risks, as well as potential conflicts of interests. Our board of directors will be responsible for overseeing the management of risks associated with the independence of our Board. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code is available on our corporate website at www.vivakor.com . We expect that any amendments to such code, or any waivers of its requirements, will be disclosed on our website. Item 11 - Executive Compensation Summary Compensation Table The particulars of compensation paid to the following persons: (a) all individuals serving as our principal executive officer during the year ended December 31, 2025; (b) each of our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2025 who had total compensation exceeding $100,000 (if applicable); and (c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2025 (if applicable), who we will collectively refer to as the named executive officers, for the years ended December 31, 2025 and 2024, are set out in the following summary compensation table: Executive Officers and Directors The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended December 31, 2025 and 2024. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the estimated fair value of stock options granted and certain other compensation, if any, whether paid or deferred. 47 SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) James Ballengee 2025 1,000,000 (2) -0- -0- -0- -0- -0- -0- 1,000,000 CEO and Chairman (1) 2024 1,000,000 (2) -0- -0- -0- -0- -0- 76,923 (3) 1,076,923 Kimberly Hawley 2025 148,077 25,000 3,200 -0- -0- -0- -0- -0- EVP and CFO (4) 2024 N/A N/A N/A N/A N/A N/A N/A N/A Les Patterson 2025 290,962 -0- 46,637 -0- -0- -0- -0- 337,599 EVP and COO (5) 2024 N/A N/A N/A N/A N/A N/A N/A N/A Tyler Nelson 2025 478,846 25,000 91,514 -0- -0- -0- -0- 595,360 Former CFO (6) 2024 450,000 100,000 (7) 450,000 (7) -0- -0- -0- 512,603 (3)(7) 1,512,603 Russ Shelton 2025 406,796 -0- -0- -0- -0- -0- -0- 406,796 Former COO (8) 2024 76,474 -0- 150,000 (3) -0- -0- -0- 4,734 231,208 Pat Knapp, 2025 359,615 -0- 100,000 -0- -0- -0- -0- 459,615 Former Exec VP, GC and Secretary (9) 2024 188,461 -0- 250,000 -0- -0- -0- 5,797 444,254 (1) Mr. Ballengee was hired as our Chief Executive Officer on October 28, 2022. (2) Pursuant to Mr. 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. (3) Includes amounts for accrued employee benefits, including sick and vacation benefits. (4) Ms. Hawley was appointed as an Executive Vice President and our Chief Financial Officer effective July 24, 2025. (5) Mr. Patterson was appointed as an Executive Vice President and our Chief Operating Officer effective August 12, 2025. (6) Mr. Nelson resigned as our Chief Financial Officer effective July 19, 2025. (7) Includes $437,839 in payments toward accrued compensation or notes payable due to employee. (8) Mr. Shelton was hired as our Chief Operating Officer in October 2024 and resigned from his positions with the Company effective August 3, 2025. (9) Mr. Knapp was hired as our Executive Vice President, General Counsel and Secretary in June 2024 and resigned effective November 10, 2025. 48 Employment Agreements 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. Ballengee as Chief Executive Officer and Chairman of the Board of Directors. Pursuant to the Ballengee Employment Agreement, Mr. Ballengee will receive annual compensation of $1,000,000 payable in shares of our common stock, priced at the volume weighted average price (VWAP) for the five trading days preceding the date of the Ballengee Employment Agreement and each anniversary thereof (the “CEO Compensation”). The CEO Compensation is subject to satisfaction of Nasdaq rules, the provisions of our equity incentive plan and other applicable requirements and shall be accrued if such issuance is due prior to satisfaction of such requirements. Additionally, Mr. Ballengee shall be eligible for a discretionary performance bonus. The Ballengee Employment Agreement may be terminated by either party for any or no reason, by providing a five days’ notice of termination. Pursuant to the Ballengee Employment Agreement, Mr. Ballengee was granted the right to nominate two additional directors for appointment to the Board in his sole discretion, as well as a third additional director upon issuance of the Note Payment Shares (defined below), subject to such directors passing a background check. Pursuant to the Ballengee Employment Agreement, Mr. Ballengee nominated John Harris and Albert Johnson as Board of Director appointees and both were appointed in January 2023. Pursuant to Mr. 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. 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. Ms. 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. The Employment Agreement may be terminated by either party for any or no reason, by providing five business days’ notice of termination, but a termination without cause will trigger certain severance provisions, including a lump sum payment equal to six (6) months pay. Mr. 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 49 Tyler Nelson – Former Chief Financial Officer and Former Director 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. Mr. 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. 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. 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 26, 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. Mr. 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. 50 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. Shelton as Executive Vice President and Chief Operating Officer. Pursuant to the Shelton Agreement, Mr. 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. Mr. 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. 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. Mr. 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. Knapp to join the company as our Executive Vice President, General Counsel, & Secretary (the “Knapp Agreement”). The Knapp Agreement 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. Mr. Knapp’s employment began on June 26, 2024. Mr. Knapp resigned from his positions with the Company effective November 10, 2025 pursuant to the terms of a Transition Agreement. Stock Incentive Plan Equity Incentive Plans Our Board of Directors and the holders of a majority of our common stock approved a new equity incentive plan in November 2023, which authorizes the issuance of up to 200,000 shares of common stock through the grant of stock options (including incentive stock options qualifying under section 422 of the Code and nonstatutory stock options), restricted stock awards, stock appreciation rights, restricted stock units, performance awards, other stock-based awards or any combination of the foregoing. 51 Our Board of directors approved an equity incentive plan in February 2022, which authorizes the issuance of up to 10,000 shares of common stock through the grant of stock options (including incentive stock options qualifying under section 422 of the Code and nonstatutory stock options), restricted stock awards, stock appreciation rights, restricted stock units, performance awards, other stock-based awards or any combination of the foregoing. Outstanding Equity Awards at December 31, 2025 The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers on December 31, 2025: Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) James Ballengee (1) -0- -0- -0- N/A N/A 780,046 260,272 (2) -0- -0- Kimberly Hawley (3) -0- -0- -0- N/A N/A -0- -0- -0- -0- Les Patterson (4) -0- -0- -0- N/A N/A -0- -0- -0- -0- Tyler Nelson (5) 4,590 -0- -0- 360.00 July 20, 2028 -0- -0- -0- -0- Russ Shelton (6) -0- -0- -0- N/A N/A -0- -0- -0- -0- Pat Knapp (7) -0- -0- -0- N/A N/A -0- -0- -0- -0- (1) Includes shares issued to Mr. Ballengee under our equity incentive plan for his annual salary. (2) Valued as of at $0.23 (pre-stock split) as of the relevant renewal date under Mr. Ballengee’s Employment Agreement. (3) Ms. Hawley was appointed as an Executive Vice President and our Chief Financial Officer effective July 24, 2025. (4) Mr. Patterson was appointed as an Executive Vice President and our Chief Operating Officer effective August 12, 2025. (5) Mr. Nelson resigned as our Chief Financial Officer effective July 19, 2025. (6) Mr. Shelton was hired as our Chief Operating Officer in October 2024 and resigned from his positions with the Company effective August 3, 2025. (7) Mr. Knapp was hired as our Executive Vice President, General Counsel and Secretary in June 2024 and resigned effective November 10, 2025. 52 Aggregated Option Exercises There were no options exercised by any officer or director of our company during our twelve-month period ended December 31, 2025. Employee Pension, Profit Sharing or other Retirement Plan We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future. Director Compensation The table below shows the compensation paid to our directors during the year ended December 31, 2025. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) James Ballengee - - - - - - - Tyler Nelson (5) - - - - - - - John Harris (2) 60,000 50,000 - - - - 110,000 Albert Johnson (3) 60,000 (1) 50,000 - - - - 110,000 Michael Thompson (4) 60,000 (1) 50,000 - - - - 110,000 (1) $35,625 and $45,000 was accrued at December 31, 2025 for Albert Johnson and Michael Thompson, respectively. (2) John Harris was appointed to the Board of Directors on January 16, 2023. 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 Compensation Committee. (3) Albert Johnson was appointed to the Board of Directors on January 16, 2023. 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 Nominating Committee. (4) Michael Thompson was appointed to the Board of Directors on June 3, 2024. 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. (5) Mr. Nelson resigned from the Board of Directors effective July 19, 2025. 53 Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder The following table sets forth certain information regarding our voting shares beneficially owned as of April 15, 2026 by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding shares of the particular class of voting stock, (ii) each executive officer, (iii) each director, and (iv) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options, warrants and/or other convertible securities. Unless otherwise indicated, voting and investment power relating to the shares shown in the tables for each beneficial owner is exercised solely by the beneficial owner. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of April 15, 2026 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The percentage of beneficial ownership of our common stock is based on an aggregate of 2,068,041 shares outstanding. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Vivakor, Inc., 5220 Spring Valley Road, Suite 500, Dallas, Texas 75242. Name and Address of Beneficial Owner Shares of Common Stock Beneficially Owned Percentage of Common Stock Beneficially Owned Shares of Series A Preferred Stock Owned Percentage of Series A Preferred Stock Owned Total Voting Percentage Owned James H. Ballengee, Chief Executive Officer and Director (1) 907,394 (2) 31.5 % 74,731 77.3 % 38.1 % Kimberly Hawley, Chief Financial Officer 125 * -0- * 0.00 % Les Patterson, COO 1,203 * -0- * 0.09 % John R. Harris, Director 2,335 * -0- * 0.17 % Albert Johnson, Director 1,796 * -0- * 0.13 % Michael Thompson, Director 855 * -0- * 0.06 % All Officers and Directors as a group (6 persons) 913,708 (2) 31.7 % 74,731 77.3 % 38.2 % 5% Beneficial Stockholders -0- * None. * Indicates less than 1%. (1) James H. Ballengee’s address is 5151 Beltline Road, Suite 715 Dallas, Texas 75234. Includes shares held in the name of Jorgan Development, LLC, JBAH Holdings, LLC, and Ballengee Holdings, LLC. Mr. Ballengee is sole manager and has sole voting and investment power over both Jorgan Development, LLC, JBAH Holdings, LLC, and Ballengee Holdings, LLC. (2) 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. 54 Item 13 - Certain Relationships and Related Transactions and Director Independence Related Party Transactions The following is a description of each transaction from January 1, 2025 to December 31, 2025, and any material, publicly disclosed transaction through the date of this filing and each currently proposed transaction in which: ● we have been or are to be a participant; ● the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years; and ● any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. 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. Ct. 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. Ms. 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. 55 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. (“Vivakor”). Pursuant to the Employment Agreement, Ms. Hawley will receive annual compensation of $350,000. Additionally, Ms. Hawley shall be eligible for performance bonus compensation as further set forth therein. The Employment Agreement may be terminated by either party for any or no reason, by providing five business days’ notice of termination, but a termination without cause will trigger certain severance provisions, including a lump sum payment equal to one (1) calendar year’s pay. On 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 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 a performance 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. On December 2, 2024, the Company issued 33,500 shares of Common Stock to the Sellers, or their assignees, with 24,998 shares issued to Jorgan and 253 shares issued to JBAH. The remaining shares were issued to two non-related parties as part of the consideration for the Purchase Price at the instruction of the Sellers. 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. 56 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. 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. 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. 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. 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. 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 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. 57 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”). At the time of the closing of these transactions Jorgan, JBAH, and our newly hired CEO, James Ballengee were not considered related parties. 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. 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. Under this agreement, WC Crude has the right, subject to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrocarbons at a certain crude oil terminal operated by WCCC. WC Crude is required to pay $150,000 per month even if the storage space is not used. The agreement expires on December 31, 2031. 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. In the event that SFD makes more than $5.00 per barrel, SFD will pay WC Crude a profit-sharing payment in the amount equal to 10% of the excess price over $5.00 per barrel, which amount will be multiplied by the number of barrels associated with the sale. The Supply Agreement expires on December 31, 2031. For 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. 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. 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. Each advance matures after six months from the date the Company receives the funds. 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, 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. 58 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. 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. The loan bears interest at the rate of 10% per annum. The loan originally matured on December 31, 2025 and was amended on July 19, 2024 to mature on September 30, 2025. 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. 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, 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. Khalid Bin Jabir Al Thane, the 51% majority-owner of Vivakor Middle East LLC. The note is interest free, has no fixed maturity date and will be repaid from revenues generated by Vivakor Middle East LLC. As of December 31, 2025 and 2024, the balance owed was $479,109 and $404,120. Policy on Future Related-Party Transactions All future transactions between us and our officers, directors, principal stockholders and their affiliates will be approved by the audit committee, or a similar committee consisting of entirely independent directors, according to the terms of our Code of Business Conduct and Ethics and our Related-Party Transaction Policies and Procedures. Item 14 - Principal Accounting Fees and Services The aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2025 and December 31, 2024 for professional services rendered by our independent registered public accounting firm auditors for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated financial statements and services normally provided by independent accountants in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Ended December 31, 2025 2024 Audit Fees $ 856,884 $ 535,000 Audit Related Fees 23,720 224,957 Tax Fees 38,000 - Total $ 918,604 $ 759,957 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 audit fees include review of our interim financial statements and year-end audit. 59 PART IV Item 15 - Exhibits and Financial Statement Schedules VIVAKOR, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 1013 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to the Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Vivakor, Inc. Dallas, Texas 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 America. 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 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. 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 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 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 We have served as the Company’s auditor since 2024. Pittsburgh, PA April 15, 2026 F- 2 VIVAKOR, INC. CONSOLIDATED BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 265,019 $ 651,022 Cash - restricted 1,830,877 3,025,970 Accounts receivable, net of allowance for credit losses of $ 0 at December 31, 2025 and December 31, 2024, respectively 3,525,138 1,626,994 Accounts receivable - related party 1,439,228 4,599,094 Prepaid expenses 832,766 1,204,790 Marketable securities 247,913 661,101 Inventories 82,425 205,529 Total current assets 8,223,366 11,974,500 Other assets 491,221 3,608,067 Notes receivable 279,560 242,714 Property and equipment, net 58,297,200 100,039,371 Right of use assets - operating leases 494,755 4,920,454 Intellectual property, net 7,522,772 8,348,703 Customer relationships, net 38,184,057 43,021,022 Goodwill - 68,885,853 Total assets $ 113,492,931 $ 241,040,684 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued expenses $ 13,976,431 $ 34,339,161 Accounts payable and accrued expenses - related parties 1,832,625 831,984 Accrued compensation 41 1,249,099 Unearned revenue 9,107,297 9,107,297 Operating lease liabilities, current 272,469 2,636,151 Finance lease liabilities, current 9,101,852 4,267,396 Loans and notes payable, current 7,443,434 38,963,796 Loans and notes payable, current - related parties 3,616,401 22,108,339 Derivative liabilities 9,062,320 - Other liabilities 7,103,109 - Total current liabilities 61,515,979 113,503,223 Operating lease liabilities, long term 222,285 2,190,351 Finance lease liabilities, long term - 5,135,601 Loans and notes payable, long term 7,864,226 4,938,484 Loans and notes payable, long term - related parties 6,701,887 - Deferred tax liability - 154,381 Total liabilities 76,304,377 125,922,040 Stockholders’ equity (deficit): Preferred stock, $ 0.001 par value; 15,000,000 shares authorized, 96,731 and 107,789 outstanding as of December 31, 2025 and December 31, 2024 97 108 Common stock, $ 0.001 par value; 500,000,000 shares authorized; 2,013,106 and 208,546 were issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 402,625 41,709 Additional paid-in capital 245,199,730 208,167,537 Treasury stock, at cost ( 20,000 ) ( 20,000 ) Accumulated deficit ( 204,269,519 ) ( 88,951,426 ) Total Vivakor, Inc. stockholders’ equity (deficit) 41,312,933 119,237,928 Noncontrolling interest ( 4,124,379 ) ( 4,119,284 ) Total stockholders’ equity (deficit) 37,188,554 115,118,644 Total liabilities and stockholders’ equity (deficit) $ 113,492,931 $ 241,040,684 See accompanying notes to consolidated financial statements F- 3 VIVAKOR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the year ended December 31, 2025 2024 Revenues Revenues $ 84,193,403 $ 58,612,151 Revenues - related party 20,225,406 31,199,089 Total revenues 104,418,809 89,811,240 Cost of revenues 66,672,658 79,592,036 Gross profit 37,746,151 10,219,204 Operating expenses: Sales and marketing 8,220 15,268 General and administrative 43,014,172 12,206,031 Impairment expense 40,569,772 8,632,773 Amortization and depreciation 17,981,914 11,360,425 Total operating expenses 101,574,078 32,214,497 Gain (loss) from operations ( 63,827,927 ) ( 21,995,293 ) Other income (expense): Unrealized gain (loss) on marketable securities ( 413,188 ) 165,275 Gain (loss) on disposition of assets ( 1,219,913 ) 57,200 Gain on deconsolidation of subsidiary - 177,550 Loss on conversion of debt ( 17,403,367 ) - Interest income 73,474 60,364 Interest expense ( 26,668,529 ) ( 4,695,234 ) Interest expense - related parties ( 444,333 ) ( 121,458 ) Other income (loss) ( 216,151 ) 127,540 Total other income (expense) ( 46,292,007 ) ( 4,228,763 ) Loss before provision for income taxes ( 110,119,934 ) ( 26,224,056 ) Provision for income taxes ( 117,004 ) ( 126,869 ) Consolidated net loss ( 110,236,938 ) ( 26,350,925 ) Less: Net loss attributable to noncontrolling interests ( 5,095 ) ( 4,161,105 ) Net loss attributable to Vivakor, Inc. $ ( 110,231,843 ) $ ( 22,189,820 ) Series A Preferred Stockholder Dividends 5,086,250 853,200 Net loss to common shareholders $ ( 115,318,093 ) $ ( 23,043,020 ) Basic and diluted net loss per share $ ( 318.01 ) $ ( 151.32 ) Basic and diluted weighted average common shares outstanding 362,628 152,285 See accompanying notes to consolidated financial statements F- 4 VIVAKOR, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Series A Preferred Stock Common Stock Additional Paid-in Treasury Accumulated Non-controlling Total Stockholders’ Shares Amount Shares Amount Capital Stock Deficit Interest Equity January 1, 2024 - $ - 26,220,508 $ 26,221 $ 83,097,553 $ ( 20,000 ) $ ( 65,908,406 ) $ 41,821 $ 17,237,189 Issuance of common stock for services - - 633,292 633 735,017 - - - 735,650 Issuance of common stock for cash - - 2,667,568 2,667 1,422,333 - - - 1,425,000 Issuance of common stock for a reduction of liabilities - - 700,000 700 858,590 - - - 859,290 Issuance of common stock on conversion of debt - - 1,903,095 1,903 2,225,590 - - - 2,227,493 Issuance of warrants for services - - - - 92,522 - - - 92,522 Stock based compensation - - 2,203,299 2,203 2,549,756 - - - 2,551,959 Stock based compensation - Consultant - - 13,157 13 19,985 - - - 19,998 Series A Preferred Stock issued as part consideration for the purchase of the Endeavor Entities 107,789 108 - - 105,897,709 - - - 105,897,709 Common stock issued as part consideration for the purchase of the Endeavor Entities - - 6,724,291 6,724 10,415,927 - - - 10,422,651 Common stock distributable - Series A Preferred Stock Dividends - - 643,980 645 852,555 - ( 853,200 ) - - Net loss - - - - - - ( 22,189,820 ) ( 4,161,105 ) ( 26,350,925 ) January 1, 2025 107,789 $ 108 208,546 $ 41,709 $ 208,167,537 $ ( 20,000 ) $ ( 88,951,426 ) $ ( 4,119,284 ) $ 115,118,644 Issuance of common stock for cash, net of offering costs - - 266,329 53,266 9,603,719 - - - 9,656,985 Issuance of common stock for a reduction of liabilities 2,999 600 719,042 - 719,642 Issuance of common stock for legal settlement 57,057 11,412 1,975,649 1,987,061 Stock based compensation 11,728 2,346 1,507,659 - 1,510,005 Stock based compensation - consultant 49,115 9,824 1,898,177 - 1,908,001 Common stock issued - Series A Preferred Stock Dividends 30,179 6,036 4,860,214 ( 4,866,250 ) - Common stock distributable - Series A Preferred Stock Dividends - - 157,143 31,429 188,571 - ( 220,000 ) - - Shares issued with debt - - 8,750 1,751 1,447,473 - - - 1,449,224 Shares issued with debt conversion 1,221,261 244,252 16,319,397 - 16,563,649 Consideration received for divestiture ( 11,058 ) ( 11 ) - - ( 10,814,449 ) - - ( 10,814,460 ) Excess of consideration for divestiture over net assets transferred - - - - 9,326,741 - - 9,326,741 Net loss - - - - - - ( 110,231,843 ) ( 5,095 ) ( 110,236,938 ) December 31, 2025 96,731 $ 97 2,013,106 $ 402,624 $ 245,199,730 $ ( 20,000 ) $ ( 204,269,519 ) $ ( 4,124,379 ) $ 37,188,554 See accompanying notes to consolidated financial statements F- 5 VIVAKOR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2025 2024 OPERATING ACTIVITIES: Consolidated net loss $ ( 110,236,938 ) $ ( 26,350,925 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization and depreciation 17,971,693 11,360,425 Impairment loss 40,569,772 8,632,773 Stock-based compensation 1,510,005 2,551,959 Stock-based compensation - consultant 1,908,001 19,998 Unrealized gain (loss) on marketable securities 413,188 ( 165,275 ) Gain (loss) on disposition of assets 1,219,913 - Loss on conversion of debt 17,403,367 - Gain on forgiveness of debt ( 1,967,532 ) - Gain on deconsolidation of subsidiary - ( 177,550 ) Noncash interest charges 17,413,920 4,816,692 Deferred tax liability 117,004 66,058 Adjustments from operating leases ( 243,804 ) 39,440 Interest on notes receivable ( 36,846 ) ( 25,546 ) Changes in operating assets and liabilities, net of impact from divestiture: Accounts receivable ( 22,841,340 ) ( 5,116,717 ) Prepaid expenses 351,852 970,237 Inventories 101,557 ( 114,352 ) Other assets 24,951 ( 2,184,691 ) Accounts payable and accrued expenses 13,437,834 7,488,301 Operating lease liabilities 7,103,109 0 Net cash provided by (used in) operating activities ( 15,780,294 ) 1,810,827 INVESTING ACTIVITIES: Return of cash for divestiture ( 746,059 ) - Acquisition of assets - 4,842,070 Proceeds from sale of property and equipment 2,443,500 - Purchase of equipment ( 25,515 ) ( 4,539,882 ) Net cash provided by (used in) investing activities 1,671,926 302,188 FINANCING ACTIVITIES: Payment on financing lease liabilities ( 2,634,039 ) ( 2,003,823 ) Proceeds from loans and notes payable 17,982,214 5,845,551 Proceeds from loans and notes payable - related party 3,136,290 1,664,150 Payment of notes payable ( 12,873,855 ) ( 3,339,543 ) Payment of notes payable - related party ( 2,740,323 ) ( 2,771,665 ) Proceeds from sale of common stock 9,656,985 1,425,000 Net cash provided by (used in) financing activities 12,527,272 819,670 Net increase (decrease) in cash and cash equivalents ( 1,581,096 ) 2,932,685 CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, BEGINNING OF PERIOD 3,676,992 744,307 CASH AND CASH EQUIVALENTS, and CASH RESTRICTED, END OF PERIOD $ 2,095,896 $ 3,676,992 SUPPLEMENTAL CASHFLOW INFORMATION: Cash paid during the year for: Interest $ 1,074,700 $ 1,000,729 Noncash transactions : Return of preferred stock as consideration for divestiture, net $ 1,487,708 $ - Common stock and Series A preferred stock issued for acquisition $ - $ 116,320,468 Accounts payable on purchase of equipment $ - $ 2,751,661 Issuance of related party notes payable for purchase of equipment $ 2,302,696 $ - Notes payable settled against working capital items for netting arrangement $ 19,232,134 $ - Security deposits and reserves applied to finance lease liabilities $ 2,972,168 $ - Series A preferred shareholder stock dividends $ 5,086,250 $ 853,200 Common stock issued with debt $ 1,449,224 $ 944,290 Common stock issued for a reduction in liabilities $ 719,642 $ 859,290 Common stock issued for legal settlement $ 1,987,061 $ - Common stock issued for services $ - $ 735,650 Common stock issued on conversion of debt $ 16,563,649 $ 2,227,493 See accompanying notes to consolidated financial statements F- 6 VIVAKOR, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. Description of Business Vivakor, Inc. (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 segments: 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. Note 2. Summary of Significant Accounting Policies Basis of Presentation 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. dollars unless indicated otherwise. Principles of Consolidation 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. F- 7 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 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 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 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 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 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. F- 8 Derivative Financial Instruments 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. Leases 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 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: Schedule of useful lives for property plant and equipment Computers, software, and office equipment 1 - 5 years Machinery and equipment 3 - 5 years Vehicles 5 - 7 years Furniture and fixtures 5 - 10 years Crude oil gathering, storage, and transportation facilities 7 - 10 years Remediation Processing Centers (heavy extraction and remediation equipment) (“RPC”) 20 years Pipeline and related facilities 20 years Leasehold improvements Lesser of the lease term or estimated useful life 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: 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. F- 9 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 Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation-Stock Compensation’ (“ASC 718”) which requires recognition in the financial statements of the cost of employee, consultant, or director services received in exchange for an award of equity instruments over the period the employee, consultant, or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee, consultant, or director services received in exchange for an award based on the grant-date fair value of the award. Income tax Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Our annual effective tax rate is based on our income and the tax laws in the various jurisdictions in which we operate. Judgment is required in determining our annual tax expense and in evaluating our tax positions. We establish reserves to remove some or all of the tax benefit of any of our tax positions at the time we determine that the position becomes uncertain based upon one of the following conditions: (1) the tax position is not “more likely than not” to be sustained; (2) the tax position is “more likely than not” to be sustained, but for a lesser amount; or (3) the tax position is “more likely than not” to be sustained, but not in the financial period in which the tax position was originally taken. For purposes of evaluating whether or not a tax position is uncertain, (1) we presume the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information; (2) the technical merits of a tax position are derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position; and (3) each tax position is evaluated without considerations of the possibility of offset or aggregation with other tax positions taken. We adjust these reserves, including any impact on the related interest and penalties, in light of changing facts and circumstances, such as the progress of a tax audit. 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. F- 10 Revenue Recognition 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 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 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. The industry concentration has the potential to impact the Company’s overall exposure to credit risk in that its customer may be similarly affected by changes in economic, industry or other conditions. There is risk that the Company would not be able to identify and access replacement markets at comparable margins. Contingent Liabilities From time to time the Company may work with success based professional service providers, including securities counsel for private offerings, which may require contingent payments to be made based on the future offering fundraising and financial performance of the offering. In the event that an offering does not perform or is never consummated, the Company may still be required to pay a portion of the success fees for the services provided in preparing the offering. The fair value of the contingent payments would be estimated using the present value of management’s projections of the financial results. 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. F- 11 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 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. 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. Diluted net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method if their effect is dilutive. Potential dilutive instruments have been excluded from the calculation of the weighted-average number of common shares outstanding when the Company is in a net loss position. For the years ended December 31, 2025 and 2024 our potential dilutive instruments were excluded from the weighted-average calculation as they were antidilutive. Potential dilutive instruments as of December 31, 2025 and 2024 include the following: convertible notes payable convertible into approximately 9,153,859 and 5,222 shares of common stock, stock options and awards granted to previous and current employees of 11,019 and 10,193 shares of common stock, stock options and awards granted to Board members or consultants of 0 and 2,389 shares of common stock. The Company issued free standing stock options to purchase 5,000 shares of our common stock to a third party in a bundled transaction with debt during 2023, which such stock option was exercised in September 2024 for a reduction in debt. The Company also has a warrant outstanding to purchase 400 and 1,995 shares of common stock as of December 31, 2025 and 2024. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our critical accounting estimates relate to the following: Recoverability of current and noncurrent assets, revenue recognition, stock-based compensation, income taxes, effective interest rates related to long-term debt, lease assets and liabilities, valuation of stock used to acquire assets, derivatives, and fair values of the intangible assets and goodwill related to business combinations. While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. F- 12 Fair Value of Financial Instruments The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for marketable securities are classified as Level 1 assets due to observable quoted prices for identical assets in active markets. The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The recorded values of notes payable approximate their current fair values because of their nature, rates, and respective maturity dates or durations. Note 3. 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 million. As of December 31, 2025 and 2024, the Company had a working capital deficit of approximately $ 53.2 million and $ 101.5 million, respectively. As of December 31, 2025, the Company had approximately $ 2.0 million in cash, of which $ 1.8 million was restricted. 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. F- 13 Note 4. 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. 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 Preferred Stock has the payment of a cumulative six percent (6%) annual dividend per share payable quarterly in arrears in shares of Common Stock (so long as such issuances of Common Stock would not result in the Sellers beneficially owning great than 49.99% of the issued and outstanding Common Stock), and the Company having the right to convert the Preferred Stock at any time using the stated value of $1,000 per share of Preferred Stock and the conversion price of one dollar ($1) per share of Common Stock. The sellers are beneficially owned by James Ballengee, our chairman, chief executive officer and principal shareholder. 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: Schedule of recognized identified assets acquired and liabilities assumed Common stock $ 10,422,651 Series A preferred stock 105,897,817 Fair value of total consideration paid $ 116,320,468 Net assets acquired and liabilities assumed Assets acquired in business combination Current assets $ 16,269,087 Operating lease right-of-use assets 4,470,405 Property, plant and equipment, net (includes finance lease right of use assets, net) 87,706,385 Other assets 1,205,887 Contract-based intangible assets 31,304,400 Total assets acquired $ 140,956,163 Liabilities assumed in business combination Current liabilities $ 51,370,473 Long term liabilities 27,166,307 Total liabilities acquired $ 78,536,780 Total net assets acquired $ 62,419,383 Goodwill $ 53,901,085 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. 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. These costs are included in general and administrative expense in our consolidated statement of operations. F- 14 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, 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 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. The unaudited pro forma financial information does not purport to be indicative of the Company’s combined results of operations which would actually have been obtained had the acquisition taken place on January 1, 2024, nor should it be taken as indicative of future consolidated results of operations. Schedule of proforma information (Unaudited) Years ended December 31, 2024 Total net sales $ 161,137,826 Loss from operations ( 28,649,669 ) Net loss (attributable to Vivakor, Inc.) $ ( 35,571,659 ) Series A Preferred Stockholder Dividends $ 6,353,869 Net loss to common shareholders $ ( 41,925,528 ) Basic and diluted loss per share ( 194.79 ) Weighted average shares outstanding - Basic and diluted 215,233 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. F- 15 The amounts related to the transactions were as follows: Schedule of businesses consisted Net consideration received: Return of 11,058 shares of the Company’s Series A Preferred Stock $ 10,814,449 Less: assets transferred Cash ( 746,059 ) Accounts receivable ( 2,713,866 ) Prepaid expenses ( 20,172 ) Inventories ( 21,547 ) Property and equipment, net ( 28,232,430 ) Right of use assets - operating leases ( 1,977,356 ) Other assets ( 5,160,272 ) Goodwill ( 28,316,081 ) Plus: liabilities transferred Accounts payable and accrued expenses 17,459,222 Operating lease liabilities 1,639,601 Finance lease liabilities 6,401,565 Loans and notes payable 40,199,687 Total net assets transferred ( 1,669,708 ) Excess of consideration received over net assets transferred, recorded to additional paid in capital $ 9,326,741 Note 5. 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. Note 6. Marketable Securities 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. F- 16 Note 7. Property and Equipment The following table sets forth the components of the Company’s property and equipment at December 31, 2025 and 2024: Schedule of property and equipment, net December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Depreciation Net Book Value Gross Carrying Amount Accumulated Depreciation Net Book Value Vehicles and trailers $ 1,655,548 $ ( 47,502 ) $ 1,608,046 $ 30,485,730 $ ( 1,856,461 ) $ 28,629,269 Equipment 476,756 ( 306,520 ) 170,237 339,610 ( 33,069 ) 306,541 Land 527,000 - 527,000 732,000 - 732,000 Building - - - 1,630,000 ( 164,426 ) 1,465,574 Crude & NGL terminal and related equipment 930,460 ( 703,000 ) 227,460 930,460 ( 566,835 ) 363,625 Crude Oil Transfer Stations 5,024,220 ( 2,756,444 ) 2,267,776 6,570,080 ( 899,133 ) 5,670,947 Pipeline and related facilities 43,462,544 ( 3,961,966 ) 39,500,578 42,244,680 ( 771,544 ) 41,473,136 Finance lease - Right of use assets - - - 12,593,359 ( 4,367,820 ) 8,225,539 Construction in process: Wash Plant Facilities $ 6,584,033 $ - $ 6,584,033 $ 5,997,566 $ - $ 5,997,566 Remediation Processing Unit System A 2,892,343 - 2,892,343 2,892,343 - 2,892,343 Remediation Processing Unit System B 2,892,343 - 2,892,343 2,892,343 - 2,892,343 WCCC Tank Expansion 1,627,385 - 1,627,385 1,390,488 - 1,390,488 Total fixed assets $ 66,072,632 $ ( 7,775,432 ) $ 58,297,200 $ 108,698,659 $ ( 8,659,288 ) $ 100,039,371 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. Note 8. Intangible Assets and Goodwill The following table sets forth the components of the Company’s intangible assets at December 31, 2025 and 2024: Schedule of intangible assets December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Extraction Technology Patents 16,385,157 ( 8,943,565 ) 7,441,592 16,385,157 ( 8,124,307 ) 8,260,850 Extraction Technology Patents 113,430 ( 32,250 ) 81,180 113,430 ( 25,577 ) 87,853 Total Intangible Assets $ 16,498,587 $ ( 8,975,815 ) $ 7,522,772 $ 16,498,587 $ ( 8,149,884 ) $ 8,348,703 F- 17 The following table sets forth the components of the Company’s customer relationships at December 31, 2025 and 2024: Schedule of customer relationships December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Oil Storage Agreement $ 7,387,054 $ ( 2,680,259 ) $ 4,706,795 $ 7,387,054 $ ( 1,895,793 ) $ 5,491,261 Crude Petroleum Supply Agreement 9,401,706 ( 3,411,234 ) 5,990,472 9,401,706 ( 2,412,823 ) 6,988,883 Customer Relationships 31,304,400 ( 3,817,610 ) 27,486,790 31,304,400 ( 763,522 ) 30,540,878 Total Customer Relationships $ 48,093,160 $ ( 9,909,103 ) $ 38,184,057 $ 48,093,160 $ ( 5,072,138 ) $ 43,021,022 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 Estimated Intangible Assets 2026 2027 2028 2029 2030 Amortization Expense $ 5,580,353 $ 5,580,353 $ 5,580,353 $ 5,580,353 $ 5,580,353 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 Goodwill January 1, 2024 $ 14,984,768 Business combination 53,901,085 December 31, 2024 $ 68,885,853 Divestiture of wholly owned subsidiaries ( 28,316,081 ) Impairment ( 40,569,772 ) Balance at December 31, 2025 $ - See Note 4 - Business Combination and Divestiture of Wholly Owned Subsidiaries for additional information. F- 18 Note 9. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: Schedule of accounts payable and accrued expenses December 31, December 31, 2025 2024 Accounts payable $ 12,425,200 $ 27,714,220 Accrued interest (various notes and loans payable) 713,754 5,787,464 Accrued tax penalties and interest 837,477 837,477 Accounts payable and accrued expenses $ 13,976,431 $ 34,339,161 Schedule of accounts payable and accrued expenses related parties December 31, December 31, 2025 2024 Accounts payable - related parties $ 1,593,994 $ 715,526 Accrued interest (notes payable) - related parties 238,632 116,458 Accounts payable and accrued expenses - related parties $ 1,832,625 $ 831,984 Accrued compensation $ 41 $ 1,249,099 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. Note 10. Unearned Revenue 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 (Note 3 Principles of Consolidation ). 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 through a sale leaseback agreement, at which time we will record a ROU asset and lease liability, and the unearned revenue will be alleviated. F- 19 Note 11. Loans and Notes Payable Loans and notes payable and their maturities consist of the following: Third party debt: Schedule of loans and notes payable December 31, 2025 December 31, 2024 Various promissory notes and convertible notes $ 50,960 $ 50,960 Various promissory notes for vehicle financing 13,557 509,041 Blue Ridge Bank 410,200 410,200 Small Business Administration 358,827 2,480,718 Al Dali International for Gen. Trading & Cont. Co. 248,877 189,391 RSF, LLC 500,000 500,000 Justin Ellis - 350,000 Pilot OFS Holdings, LLC - 14,107,339 Business First Bank - 10,760,805 Maxus Capital Group, LLC - 8,367,134 Cedarview Opportunities Master Fund LP 3,701,402 2,886,307 Curve Capital, LLC 549,463 1,793,500 ClearThink Capital 588,015 - ClearThink Capital RBW 1,619,159 - Agile Capital Funding, LLC 1,713,300 1,496,885 JJ Astor 5,553,900 - Total notes payable $ 15,307,660 $ 43,902,280 Loans and notes payable, current $ 7,443,434 $ 38,963,796 Loans and notes payable, long term $ 7,864,226 $ 4,938,484 Related party debt: Schedule of loans and notes payable related parties December 31, 2025 December 31, 2024 Jorgan Development, LLC $ 1,137,563 $ 18,109,503 James Ballengee Companies 1,981,730 1,391,650 Tyler Nelson - 1,020,872 Meridian Equipment Leasing, LLC 6,701,887 - Triple T Trading Company LLC 497,109 404,121 Waskom, LLC - 1,182,193 Total notes payable - related parties $ 10,318,288 $ 22,108,339 Loans and notes payable, current - related parties $ 3,616,401 $ 22,108,339 Loans and notes payable, long term - related parties $ 6,701,887 $ - The 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 2026 $ 11,501,679 61,072,135 2027 9,345,236 4,534,749 2028 1,781,803 122,964 2029 3,413,285 25,788 2030 25,788 25,788 Thereafter - 229,195 Total long-term debt 26,067,791 66,010,619 Less: unamortized OID: ( 441,843 ) - Net debt $ 25,625,948 66,010,619 F- 20 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. F- 21 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. Astor & Co. (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. F- 22 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. Astor & Co. 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. The Company will use the proceeds of the Note for general working capital purposes and to repay certain indebtedness. The intent of the 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. Each advance matures after six months from the date the Company receives the funds. 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. 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. F- 23 Note 12. 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. Note 13. Commitments and Contingencies Finance Leases 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 Description Amount Principal portion of finance lease obligations $ 8,711,784 Accrued interest 390,068 Total finance lease liabilities (current) $ 9,101,852 Operating Leases 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. F- 24 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: Schedule of lessee operating lease liability 2025 85,080 2026 305,817 2027 150,479 2028 - 2029 - Thereafter - Total undiscounted lease payments 541,376 Less: Imputed interest 46,621 Present value of lease payments 494,755 Operating lease liabilities, current 272,469 Operating lease liabilities, long-term 222,285 Operating lease liability 494,755 Weighted-average remaining lease term (mo.) 9.05 Weighted-average discount rate 8.72 % 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 operating leases were entered into or acquired, the incremental borrowing rate was determined to be between 6.29% and 12.5%. Employment Agreements 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. Mr. 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. Ms. 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. F- 25 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. Mr. 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. Mr. 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. Note 14. Stockholders’ Equity 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. F- 26 Common Stock 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 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. 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. Note 15. Share-Based Compensation & Warrants 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. The following is a summary of the material features of the Plan, which is qualified in its entirety by reference to the actual text of the Plan. Eligibility. The Plan provides for the grant of equity awards to the officers, employees, directors, consultants and other key persons of the Company and our subsidiaries selected from time to time by our Compensation Committee of the Board. The Compensation Committee will determine in its sole and absolute discretion the specific individuals eligible to participate in the Plan. As of April 14, 2026, we had approximately twenty-five employees and five directors. The Company also employs consultants to supplement its operational activities. Awards. Awards under the Plan may take the form of stock options, stock appreciation rights (“SARs”), restricted stock awards, unrestricted stock awards, restricted stock units (“RSUs”), and other share-based awards, or any combination of the foregoing (each, an “award” and collectively, “awards”). Shares Available. Subject to the adjustment provisions discussed below under “Adjustments,” the total number of shares that may be issued under the Plan is 200,000 . Plan Administration. Our Compensation Committee of the Board will administer the Plan at the time we add additional independent directors. Until then the Board will administer the Plan. The Board and the Compensation Committee are to as the “Administrator.” The Administrator will be authorized to grant awards under the Plan, to interpret the provisions of the Plan and to prescribe, amend and rescind rules relating to the Plan or any award thereunder. It is anticipated that the Administrator (either generally or with respect to specific transactions) will be constituted so as to comply, as necessary or desirable, with the requirements of Section 162(m) of the Internal Revenue Code (the “Code”) and Rule 16b-3 promulgated under the Exchange Act. Stock Options. The Plan permits the granting of “incentive stock options” meeting the requirements of Section 422 of the Code, and “nonqualified stock options” that do not meet such requirements. The term of each option is determined by the Compensation Committee and shall not exceed ten years after the date of grant. Options may also be subject to restrictions on exercise, such as exercise in periodic installments, as determined by the Administrator. In general, the per share exercise price for options must be at least equal to 100% of the fair market value of the underlying shares on the date of the grant, unless the option is intended to be compliant with the requirements of Section 409A of the Code. All 200,000 shares authorized for issuance under the Plan shall be available for issuance in respect of incentive stock options. F- 27 Stock Appreciation Rights. The Plan permits the granting of SARs. The Administrator will determine any vesting schedules and the terms and conditions of each grant. Upon the exercise of a SAR, the recipient is entitled to receive from the Company an amount in cash or shares with a fair market value equal to the appreciation in the value of the shares subject to the SAR over a specified reference price. The reference price per share of any SAR will not be less than 100% of the fair market value per share of Company Common Stock on the date of the grant of the SAR, unless the SAR is intended to be compliant with the requirements of Section 409A of the Code. Restricted Stock Awards. The Administrator may award restricted stock under the Plan. Restricted stock gives a participant the right to receive stock subject to a risk of forfeiture based upon certain conditions. The forfeiture restrictions on the shares may be based upon performance standards, length of service and/or other criteria as the Compensation Committee may determine. Until all restrictions are satisfied, lapsed or waived, we will maintain custody over the restricted stock, but the participant will be able to vote the shares and will be entitled to all distributions paid with respect to the shares (but see below, under the heading “No Current Dividends on Unvested Awards” with respect to the treatment of dividends while the shares remain unvested). During the period in which shares are restricted, the restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered. Upon termination of employment, the participant will forfeit the restricted stock to the extent the applicable vesting requirements have not by then been met. Unrestricted Stock Awards. The Administrator may award unrestricted stock under the Plan. Unrestricted stock may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee. Restricted Stock Units. The Plan provides that the Administrator may grant restricted stock units (“RSUs”), which represent the right to receive shares following the satisfaction of specified conditions. The Administrator will determine any vesting schedules and the other terms of each grant of RSUs. A participant will not have the rights of a stockholder with respect to the shares subject to an RSU award prior to the actual issuance of those shares. Performance Awards. The Plan provides that the Administrator may grant awards that are contingent upon the achievement of specified performance criteria (“Performance Awards”). Such awards may be payable in cash, shares or other property. The Administrator will determine the terms of Performance Awards, including the performance criteria, length of the applicable performance period, and the time and form of payment. Other Share-Based Awards. The Plan provides that the Administrator may grant other awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares. All the terms of such other share-based awards will be determined by the Administrator. No Payment of Dividends Until Awards Vest. Dividends or dividend equivalents payable with respect to Plan awards will be subject to the same vesting terms as the related award. Adjustments. In the event of any corporate transaction or event such as a stock dividend, extraordinary dividend or similar distribution (whether in the form of cash, shares, other securities, or other property), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the Plan provides that the Administrator will make equitable adjustments to (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding awards under the Plan, (iii) the repurchase price, if any, per phare subject to each outstanding award, and (iv) the exercise price for each Share subject to any then outstanding Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options) as to which such Stock Options remain exercisable. Transferability of Awards. Restricted Stock awards, Stock Options, SARs and, prior to exercise, the shares issuable upon exercise of such Stock Option shall not be transferred other than by will, or by the laws of descent and distribution. The Administrator, however, may allow for the assignment or transfer of an award (other than incentive stock options and restricted stock awards) to a participant’s spouse, children and/or trusts, partnerships, or limited liability companies established for the benefit of the participant’s spouse and/or children, subject in each case to certain conditions on assignment or transfer. F- 28 Termination and Amendment. The Board may, at any time, amend or discontinue the Plan and the Compensation Committee may, at any time, amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding award without the consent of the holder of the Award. The Compensation Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting such holders new awards in replacement of the cancelled Stock Options. To the extent determined by the Compensation Committee to be required either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or otherwise, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. The Board has the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to Rule 12h-1 of the Exchange Act. Treatment of Awards Upon a Sale Event. In the case of and subject to the consummation of a Sale Event (as the term is defined in the Plan), the Plan and all outstanding Stock Options and SARs issued thereunder shall become one hundred percent (100%) vested upon the effective time of any such Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit Awards issued thereunder shall become one hundred percent (100%) vested, with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards as such parties shall agree, and such Restricted Stock shall be repurchased from the holder thereof at the then fair market value of such shares. In the event of the termination of the Plan, each holder of Stock Options shall be permitted, within a period of time prior to the consummation of the Sale Event as specified by the Administrator, to exercise all such Stock Options or SARs which are then exercisable or will become exercisable as of the effective time of the Sale Event. Treatment of Termination of Service Relationship. Any portion of a Stock Option or SAR that is not vested and exercisable on the date of termination of an optionee’s service relationship, a grantee’s right in all Restricted Stock Units that have not vested upon the grantee’s cessation of service relationship with the Company and any subsidiary for any reason, shall immediately expire and be null and void, unless otherwise be provided by the Administrator. Once any portion of the Stock Option becomes vested and exercisable, the optionee’s right to exercise such portion of the Stock Option or SAR in the event of a termination of the optionee’s service relationship shall continue until the earliest of: (i) the date which is: (A) 12 months following the date on which the optionee’s Service Relationship terminates due to death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (B) three months following the date on which the optionee’s Service Relationship terminates if the termination is due to any reason other than death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (ii) the expiration date set forth in the award agreement; provided that notwithstanding the foregoing, an award agreement may provide that if the optionee’s service Relationship is terminated for cause, the Stock Option shall terminate immediately and be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable. Tax Withholding. The Company and its subsidiaries may deduct amounts from participants to satisfy withholding tax requirements arising in connection with Plan awards. The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee. Stock Options & Awards Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures. The Company has granted stock-based compensation to employees, including 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. F- 29 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. Trading & Cont. Co., a company organized under the laws of Kuwait (“DIC”). 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. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the options on the date of issuance are as follows: Schedule of option activity December 31, 2023 Risk-free interest rate 0.24 – 5.23 % Expected dividend yield None Expected life of warrants 3.33 – 10 years Expected volatility rate 156 – 273 % 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 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2024 1,721,761 $ 1.97 4.71 Granted - - - Exercised - - - Forfeited ( 300,000 ) 0.53 0.00 Outstanding, December 31, 2025 1,421,761 $ 1.86 2.59 Exercisable, December 31, 2024 1,721,761 $ 1.97 4.71 Exercisable, December 31, 2025 1,421,761 $ 1.86 5.40 As of December 31, 2025 and 2024, the aggregate intrinsic value of the Company’s outstanding options was approximately none. The aggregate intrinsic value will change based on the fair market value of the Company’s common stock. F- 30 Warrants 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: Schedule of warrant activity Risk-free interest rate 1.92 – 5.02 % Expected dividend yield None Expected life of warrants 1 – 5 years Expected volatility rate 98 – 167 % Note 16. Segments 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. F- 31 Year ended December 31, 2025 Schedule of segment reporting information, by segment Transportation and Logistics Segment Terminaling and Storage Segment Supply and Trading Segment Total Consolidated Revenues $ 23,218,485 $ 3,389,461 $ 57,585,457 $ 84,193,403 Revenues - related party 11,895,108 8,330,299 - 20,225,406 Total revenues 35,113,592 11,719,760 57,585,457 104,418,809 Cost of revenues 4,970,253 4,162,336 57,540,070 66,672,658 Gross profit $ 30,143,339 $ 7,557,424 $ 45,388 $ 37,746,151 Year ended December 31, 2024 Transportation and Logistics Segment Terminaling and Storage Segment Supply and Trading Segment Total Consolidated Revenues $ 18,782,745 $ 39,829,406 $ - $ 58,612,151 Revenues - related party - 31,199,089 31,199,089 Total revenues 18,782,745 71,028,495 89,811,240 Cost of revenues 13,804,019 65,788,017 - 79,592,036 Gross profit $ 4,978,726 $ 5,240,478 $ $ 10,219,204 Note 17. Income Tax Provision for income taxes is as follows: Schedule of components of income tax December 31, 2025 2024 Current : State $ 271,385 $ 60,810 Total current 271,385 60,810 Deferred : Federal ( 133,337 ) 73,897 State ( 21,045 ) ( 7,838 ) Total Deferred ( 154,382 ) 66,059 Net provision $ 117,003 $ 126,869 The differences between the expected income tax provision based on the statutory Federal United States income tax rates and the Company’s effective tax rates are summarized below: Schedule reconciliation of income tax December 31, 2025 Tax Computed At The Federal Statutory Rate $ ( 23,524,962 ) 21.00 % State Tax, Net Of Fed Tax Benefit 201,325 - 0.18 % Nondeductible Expenses 6,138,443 - 5.48 % Valuation Allowance 17,119,044 - 23.56 % Other/Prior Year True-Up 183,153 0.29 % Provision from income taxes $ 117,003 - 0.57 % [1] State taxes in Texas make up the majority (greater than 50%) of the tax effect in this category. F- 32 December 31, 2024 Tax Computed At The Federal Statutory Rate $ ( 4,634,170 ) 21.00 % State Tax, Net Of Fed Tax Benefit ( 352,031 ) 1.60 % Nondeductible Expenses 412,439 - 1.87 % Flowthrough Entity not Subject to Tax 870,990 - 3.95 % Foreign Corporation - Minority Interest 590 0.00 % Non-controlling Interest ( 827,332 ) 3.75 % Valuation Allowance 5,199,892 - 23.56 % Stock compensation ( 488,445 ) 2.21 % Rate Change 8,363 - 0.04 % Other/Prior Year True-Up ( 63,427 ) 0.29 % Provision from income taxes $ 126,869 - 0.57 % Significant components of the Company’s deferred tax assets and liabilities are as follows: Schedule of deferred tax assets and liabilities December 31, 2025 Deferred Tax Assets: Net Operating Losses $ 11,400,601 Intangibles 6,873,705 Stock Compensation 53,210 Reserves 3,581,290 Interest Expense Carryover 3,824,177 Lease Liability 104,795 Fixed Assets 716,718 Accrued Liabilities 386,318 Other 224,860 Total Deferred Tax Assets 27,165,673 Deferred Tax Liabilities: ROU Asset ( 104,794 ) Total Deferred Tax Liabilities ( 104,794 ) Less: Valuation Allowance ( 27,060,879 ) Net Deferred Asset/(Liability) $ 0 December 31, 2024 Deferred Tax Assets: Net Operating Losses $ 7,732,475 Stock Compensation 361,778 Reserves 2,668,891 Leases Liability 1,104,044 Inventory - Fixed Assets 417,949 Accrued Liabilities 595,127 Other 85,575 Total Deferred Tax Assets 12,965,839 Deferred Tax Liabilities: ROU Asset ( 1,125,516 ) Intangibles ( 2,068,818 ) Total Deferred Tax Liabilities ( 3,194,334 ) Less: Valuation Allowance ( 9,925,886 ) Net deferred tax liability: $ ( 154,381 ) F- 33 In determining the possible future realization of deferred tax assets, the Company has considered future taxable income from the following sources: (a) reversal of taxable temporary differences; and (b) tax planning strategies that, if necessary, would be implemented to accelerate taxable income into years in which net operating losses might otherwise expire. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. A valuation allowance is recognized for a deferred tax asset if, based on the weight of the available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. In making such judgments, significant weight is given to evidence that can be objectively verified. Based on our review of the deferred tax assets the Company has concluded that a valuation allowance is necessary on the net operating loss balance, as realization of this asset does not meet the more likely than not threshold. As of December 31, 2025 and 2024, the Company had estimated net operating losses for federal and state purposes of $ 49 million and $ 40 million, respectively. Federal net operating losses of $6.5 million will expire in 2037. State net operating loss carryovers of $8.5 million will start to expire in 2037. Other federal and state net operating loss carryovers do not have an expiration date. We recognize a tax position as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We recognize potential interest and penalties related to unrecognized tax benefits in the general and administrative expense in the statement of operations of the Company. The Company is in the process of filing back income tax returns from 2010 through the current year and subject to IRS examination for these years. The Company has booked a reserve for potential penalties associated with non-filing of certain foreign information reports related to its subsidiary in the Middle East. Penalties and interest have been reported in the general and administrative section of the statement of operations. The reserve balance at December 31, 2025 and 2024 was $ 1,029,846 and $ 837,477 , respectively. The Company does not expect this reserve to reverse within the next 12 months, as they will apply for a penalty waiver when the tax returns are ultimately filed. 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. Note 18. Related Party Transactions 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. 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. F- 34 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 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. Khalid Bin Jabor Al Thani, the 51 % majority-owner of Vivakor Middle East LLC The note is interest free, has no fixed maturity date and will be repaid from revenues generated by Vivakor Middle East LLC. As of 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”). 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 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. The remaining shares were issued to two non-related parties as part of the consideration for the Purchase Price at the instruction of the Sellers. The Company issued 107,789 shares of Series A Preferred Stock to the Sellers, or their assignees, as part of the Purchase Price. 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 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. F- 35 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. 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. 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 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 (“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 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. 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 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 . 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 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. 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, 2025 and 2024 the balance of principal and accrued interest was $ 500,000 and $ 61,956 .52 and $ 500,000 and $ 24,456 , respectively. 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. F- 36 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. 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. Note 19. Subsequent Events The Company has evaluated subsequent events through the date the financial statements were available to issue. 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 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 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. F- 37 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 & Co. (“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. Astor. 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. F- 38 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. 3, J.J. 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”. F- 39 EXHIBIT INDEX Exhibit No. Exhibit Description Form Date Number Herewith 2.1 Agreement and Plan of Merger dated February 26, 2024 by and among Vivakor, Inc., Empire Energy Acquisition Corp., and Empire Diversified Energy, Inc. 8-K 3/1/24 2.1 2.2 Membership Interest Purchase Agreement dated as of March 21, 2024, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC re Endeavor Entities 8-K 10/7/24 2.1 3.1 Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on January 5, 2024 8-K 1/11/24 3.1 3.2 Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on February 6, 2025 8-K 2/12/25 3.1 3.3 Form of Certificate of Designation-Series A Preferred Stock 8-K 10/7/24 3.1 3.4 Amended and Restated Series A Convertible Preferred Stock Certificate of Designations 8-K 11/28/25 3.1 3.5 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 8-K 12/23/25 3.1 3.6 Certificate of Amendment to Amended and Restated Articles of Incorporation to Effect 1-for-200 Reverse Stock Split 8-K 3/27/26 3.1 4.1 Vivakor, Inc. Promissory Note dated February 5, 2024, in the principal amount of $3,000,000 issued to Cedarview Opportunities Master Fund LP 8-K 2/12/24 4.1 4.2 Form of Convertible Promissory Note Issued by Vivakor, Inc. in July 2024 8-K 7/11/24 4.1 4.3 Vivakor, Inc. Promissory Note dated October 31, 2024, in the principal amount of $3,670,160.77 issued to Cedarview Opportunities Master Fund LP 8-K/A 11/15/24 4.1 4.4 Promissory Note issued by Meridian Equipment Leasing, LLC to B1Bank dated November 12, 2020 in the principal amount of $12,275,000 10-Q 11/19/24 4.4 4.5 Form of Pre-Funded Warrant 8-K 10/17/25 4.1 4.6 Description Securities * 10.1* Vivakor, Inc. 2023 Equity and Incentive Plan S-8 2/9/24 99.1 10.2 Loan and Security Agreement dated February 5, 2024, by and among Vivakor, Inc., as borrower, subsidiaries of Vivakor, Inc., as guarantors, the lenders party thereto, and Cedarview Opportunities Master Fund LP, as agent for the lenders 8-K 2/12/24 10.1 10.3 Pledge Agreement dated February 5, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Opportunities Master Fund LP, as agent for the lenders 8-K 2/12/24 10.2 10.4 Guaranty dated February 5, 2024, by and among subsidiaries of Vivakor, Inc. and Cedarview Opportunities Master Fund LP 8-K 2/12/24 10.3 10.5 Security Agreement dated February 5, 2024, between Vivakor, Inc., and Cedarview Opportunities Master Fund LP 8-K 2/12/24 10.4 10.6 Form of Parent Voting and Support Agreement re Empire Merger Agreement 8-K 3/1/24 10.1 10.7 Form of Empire Voting and Support Agreement re Empire Merger Agreement 8-K 3/1/24 10.2 10.8 Form of Lock-Up Agreement re Empire Merger Agreement 8-K 3/1/24 10.3 10.9 Form of Escrow Agreement re Empire Merger Agreement 8-K 3/1/24 10.4 10.10 Form of Lockup Agreement re Endeavor MIPA 8-K 10/7/24 10.3 10.11 Net Working Capital Sample Calculation re Endeavor MIPA 8-K 3/25/24 10.2 60 Exhibit No. Exhibit Description Form Date Number Herewith 10.12 Form of First Amended and Restated Master Netting Agreement re Endeavor MIPA 8-K 10/7/24 10.4 10.13 Convertible Promissory Note dated March 29, 2024 with Keke Mingo 8-K 4/12/24 4.1 10.14* Executive Employment Agreement by and between Vivakor, Inc. and Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.1 10.15* Settlement Agreement by and between Vivakor, Inc. and Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.2 10.16 Form of Promissory Note Issued to Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.3 10.17 Form of Stock Option Issued to Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.4 10.18 Director Agreement, by and between Vivakor, Inc. and Michael Thompson, dated June 3, 2024 8-K 6/7/24 10.1 10.19* Executive Employment Agreement by and between Vivakor, Inc. and Patrick Knapp dated June 26, 2024 8-K 7/2/24 10.1 10.20 Consulting Agreement with 395 Group, LLC 8-K 7/11/24 10.1 10.21 Supplement No. 3 dated June 18, 2024 to Master Agreement by and between Silver Fuels Delhi, LLC, Jorgan Development, LLC and Maxus Capital Group, LLC dated March 17, 2020 10-Q 8/16/24 10.21 10.22 Securities Purchase Agreement dated July 26, 2024, by and between the Company and James K. Granger, as Buyer 8-K 8/1/24 10.4 10.23 Securities Purchase Agreement dated August 28, 2024 by and between the Company and E-Starts, as Buyer 8-K 9/11/24 10.1 10.24* Form of Executive Employment Agreement dated October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Russ Shelton, as Executive 8-K 10/7/24 10.1 10.25* Form of Side Letter for Additional Compensation by and between Ballengee Holdings, LLC, and Russ Shelton 8-K 10/7/24 10.2 10.26 Form Transition Services Agreement for Endeavor MIPA 8-K 10/7/24 10.5 10.27 Form of Repair & Maintenance Subscription Agreement 8-K 10/7/24 10.6 10.28 Form of Assignment of Membership Interest 8-K 10/7/24 10.7 10.29 Form of Employment Agreement for Vice President, Marketing 8-K 11/15/24 10.1 10.30 Executive Employment Agreement dated effective October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Jeremy Gamboa, as Executive 8-K/A 11/15/24 1.01 10.31 Loan and Security Agreement dated October 31, 2024, by and among Vivakor, Inc., as borrower, and Cedarview Capital Management, LLC, as agent, et al. 8-K 11/7/24 10.1 10.32 Pledge Agreement dated October 31, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Capital Management, LLC, as agent for the lenders 8-K/A 11/15/24 10.2 10.33 Guaranty dated October 31, 2024, by and among certain subsidiaries of Vivakor, Inc. and Cedarview Capital Management, LLC 8-K/A 11/15/24 10.3 10.34 Security Agreement dated October 31, 2024, between Vivakor, Inc., certain of its subsidiaries and Cedarview Opportunities Master Fund LP 8-K/A 11/15/24 10.4 10.35 Purchase and Sale Agreement by and between Pilot OFS Holdings, LLC and Meridian Equipment Leasing, LLC dated December 22, 2023 10-Q 11/19/24 10.35 10.36 Letter Agreement regarding Secured Promissory Note and related Loan Documents by and between Pilot OFS and Meridian Equipment Leasing, LLC dated October 1, 2024 10-Q 11/19/24 10.36 61 Exhibit No. Exhibit Description Form Date Number Herewith 10.37 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 10-Q 11/19/24 10.37 10.38 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 10-Q 11/19/24 10.38 10.39 Security Agreement, Financing Statement and Assignment of Collateral by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023 10-Q 11/19/24 10.39 10.40 Pledge Agreement by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023 10-Q 11/19/24 10.40 10.41 Master Lease Agreement by and between Maxus Capital Group, LLC and Meridian Equipment Leasing, LLC dated December 28, 2021 10-Q 11/19/24 10.41 10.42 Form of Schedule to Master Lease Agreement by and between Maxus Capital Group, LLC and Meridian Equipment Leasing, LLC 10-Q 11/19/24 10.42 10.43 Amended Loan Authorization and Agreement by and between U.S. Small Business Association and Meridian Transport, LLC dated April 18, 2022 in the amount of $500,000 10-Q 11/19/24 10.43 10.44 Business Loan, Guaranty and Security Agreement by and between Agile Lending, LLC and Endeavor Crude, LLC and its subsidiaries dated September 27, 2024 10-Q 11/19/24 10.44 10.45 Merchant Cash Advance Agreement by and between Curve Capital LLC and Endeavor Crude, LLC dated March 14, 2024 10-Q 11/19/24 10.45 10.46 Station Throughput Agreement by and between Silver Fuels Processing, LLC, Posse Wasson, LLC, Posse Monroe, LLC and White Claw Crude, LLC dated January 1, 2024 10-Q 11/19/24 10.46 10.47 Station Throughput Agreement by and between CPE Midcon Gathering, LLC and White Claw Crude, LLC dated January 1, 2024 10-Q 11/19/24 10.47 10.48 Trucking Transport Agreement by and between Endeavor Crude, LLC and White Claw Crude, LLC dated January 1, 2023 10-Q 11/19/24 10.48 10.49 Station Throughput Agreement by and between CPE Midcon Gathering, LLC and White Claw Crude, LLC dated July 1, 2023 10-Q 11/19/24 10.49 10.50 Business Manager Agreement by and between b1Bank and Endeavor Crude, LLC dated January 6, 2023 10-Q 11/19/24 10.50 10.51 Loan and Security Agreement by and between B1Bank and Meridian Equipment Leasing, LLC, et al dated November 12, 2020 10-Q 11/19/24 10.51 10.52 Deed of Trust, Security Agreement, Assignment of Leases, Assignment of Rents and Financing Statement by and between B1Bank and Meridian Equipment Leasing, LLC, et al dated November 12, 2020 10-Q 11/19/24 10.52 10.53 Trucking Transport Agreement Addendum by and between Endeavor Crude, LLC and White Claw Crude, LLC dated January 1, 2024 10-Q 11/19/24 10.53 10.54 First Amendment to Crude Oil Gathering and Dedication Agreement by and between CPE Midcon Gathering, LLC and Continental Resources, Inc. dated July 13, 2018 10-Q 11/19/24 10.54 10.55 Motor Carrier Services Agreement by and between Bonanza Creek Energy Operating Company, LLC, et al and Endeavor Crude, LLC dated May 21, 2023 10-Q 11/19/24 10.55 62 Exhibit No. Exhibit Description Form Date Number Herewith 10.56 Lease Agreement by and between Basin Housing Ventures, LLC and Equipment Transport, LLC 10-Q 11/19/24 10.56 10.57 Sales Agreement by and between White Claw Crude, LLC and Silver Fuels Delhi, LLC dated July 1, 2024 10-Q 11/19/24 10.57 10.58 Repair & Maintenance Subscription Plan by and between Horizon Truck & Trailer, LLC and Meridian Equipment Leasing, LLC dated October 1, 2024 10-Q 11/19/24 10.58 10.59 Schedule No. 4 dated August 9, 2024, 2024 to Master Agreement by and between White Claw Colorado City, LLC and Jorgan Development, LLC (as Co-Lessors) and Maxus Capital Group, LLC dated December 28, 2021 10-Q 11/19/24 10.59 10.60 Consulting Agreement with WSGS, LLC dated February 11, 2025 8-K 2/14/25 10.1 10.61 Side Letter with Tyler Nelson dated February 10, 2025 8-K 2/14/25 10.2 10.62 Employment Agreement with Andre Johnson dated February 10, 2025 8-K 2/14/25 10.3 10.63 Loan and Security Agreement with J.J. Astor & Co. dated March 17, 2025 8-K 3/21/25 10.1 10.64 Registration Rights Agreement with J.J. Astor & Co. dated March 17, 2025 8-K 3/21/25 10.3 10.65 Junior Secured Convertible Promissory Note Issued to J.J. Astor & Co. 8-K 3/21/25 10.2 10.66 Side Letter with Cedarview Capital Management LLC 8-K 4/15/25 10.1 10.67 Form of Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors dated May 13, 2025 8-K 5/20/25 10.1 10.68 Form of Promissory Note Under Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors 8-K 5/20/25 10.2 10.69 Forbearance Agreement with J.J. Astor & Co. dated July 9, 2025 8-K 7/21/25 10.1 10.70 Second Amendment to Loan Agreement and Registration Rights Agreement dated July 9, 2025 8-K 7/21/25 10.2 10.71 Junior Secured Convertible Promissory Note dated July 9, 2025 8-K 7/21/25 10.3 10.72* Executive Employment Agreement, by and between Vivakor Administration, LLC and Kimberly Hawley, dated July 24, 2025 8-K 7/24/25 10.1 10.73 Membership Interest Purchase Agreement dated July 30, 2025, by and between Vivakor Transportation, LLC, as Seller, and Jorgan Development, LLC, as Buyer 8-K 8/6/25 10.1 10.74 Forbearance Agreement dated July 30, 2025, by and between Maxus Capital Group, LLC, and Silver Fuels Delhi, LLC, et al. 8-K 8/6/25 10.2 10.75 Transition Agreement dated August 3, 2025, by and between Vivakor, Inc., Vivakor Administration, LLC, and Russ M. Shelton 8-K 8/6/25 99.1 10.76 Second Amended Employment Agreement, by and between Vivakor, Inc., Vivakor Administration, LLC and Les Patterson, dated August 12, 2025 8-K 8/18/25 10.1 10.77 Second Forbearance Agreement with J.J. Astor & Co. dated October 8, 2025 8-K 10/14/25 10.1 10.78 Third Junior Secured Convertible Promissory Note dated October 9, 2025 8-K 10/14/25 10.2 10.79 Form of Securities Purchase Agreement 8-K 10/17/25 10.1 10.80 Form of Placement Agent Agreement 8-K 10/17/25 10.2 10.81 Form of Physical Commodity Intermediation Agreement dated October 22, 2025 8-K 10/23/25 10.1 63 Exhibit No. Exhibit Description Form Date Number Herewith 10.82 Settlement Agreement with James Samuelson dated October 23, 2025 8-K 10/23/25 10.2 10.83 Settlement Agreement with Tyler Nelson 8-K 11/12/25 10.1 10.84 Transition Agreement with Patrick Knapp dated November 10, 2025 8-K 11/12/25 10.2 10.85 Debt Satisfaction and Preferred Stock Amendment Agreement 8-K 11/28/25 10.1 10.86 Interim Forbearance Agreement with Cedarview dated December 31, 2025 8-K 1/7/26 10.1 10.87 Form of Forbearance and Note Amendment Agreement with Lenders entered into on January 30, 2026 8-K 2/4/26 10.1 10.88 Forbearance and Note Payment Amendment Agreement with J.J. Astor & Co. entered into on February 5, 2026 8-K 2/5/26 10.1 10.89 Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement with J.J. Astor dated February 27, 2026 8-K 3/5/26 10.1 10.90 Fourth Junior Secured Convertible Promissory Note to J.J. Astor dated February 27, 2026 8-K 3/5/26 10.2 10.91 Subsidiary Guarantee with J.J. Astor dated February 27, 2026 8-K 3/5/26 10.3 10.92 Pledge and Security Agreement with J.J. Astor dated February 27, 2026 8-K 3/5/26 10.4 21.1 Subsidiaries of the Company Filed 31.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 31.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 32.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished** 32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished** 97 Vivakor, Inc. Compensation Recovery Policy 10-K/A 05/2/25 97 101.INS Inline XBRL Instance Document Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). * Management contract or compensatory plan or arrangement. ** These exhibits are being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. 64 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Vivakor, Inc. Date: April 15, 2026 By: /s/ James Ballengee James Ballengee Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ James Ballengee Chief Executive Officer and Director April 15, 2026 James Ballengee (Principal Executive Officer) /s/ Kimberly Hawley Chief Financial Officer April 15, 2026 Kimberly Hawley (Principal Accounting Officer and Principal Financial Officer) and Secretary /s/ John Harris Director April 15, 2026 John Harris /s/ Albert Johnson Director April 15, 2026 Albert Johnson /s/ Michael Thompson Director April 15, 2026 Michael Thompson 65