What changed in this filing

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Item 1. Financial Statements

2026-05-20 compared with 2025-11-19 · 330 added, 604 removed, 159 unchanged (85% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

1 unchanged sentence

Cash - restricted

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

Accounts receivable - related

receivable, net of allowance for credit losses of $1,507,983 and $0 at March 31, 2026 and December 31, 2025, respectively

Accounts receivable - related party

Prepaid expenses

3 unchanged sentences

Property and equipment, net

Right of use assets - operating

Right of use assets - operating leases

Intellectual property, net

3 unchanged sentences

Accounts payable and accrued expenses

- related parties

Accounts payable and accrued expenses - related parties

Accrued compensation

3 unchanged sentences

Loans and notes payable, current

Loans and notes

payable, current - related parties

Loans and notes payable, current - related parties

Derivative liabilities

Other liabilities

Total current liabilities

Operating lease liabilities, long term

Finance lease liabilities, long term

Loans and notes payable, long term

Loans and notes payable, long term - related parties

Deferred tax liability

Other liabilities

Total liabilities

Stockholders’ equity (deficit):

Preferred stock, $ 0.001 par value;

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

Preferred stock,

shares authorized, 96,731

outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.001 par value;

500,000,000 shares authorized;

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

3,850,101 and 2,013,107 were issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 211,045,231

( 204,269,519

Total Vivakor, Inc.

3 unchanged sentences

Total liabilities and stockholders’ equity (deficit)

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

See accompanying notes to condensed consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Nine months ended

September 30,

Three Months Ended

September 30,

Revenues - related party

2 unchanged sentences

Operating expenses:

Sales and marketing

General and administrative

8 unchanged sentences

Interest expense

Interest expense - related

Interest expense - related parties

Other income (loss)

Total other income (expense)

8 unchanged sentences

Basic weighted average common shares outstanding

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

See accompanying notes to condensed consolidated financial statements

VIVAKOR, INC.

3 unchanged sentences

Stockholders’

of common stock for services

of common stock for cash

of common stock for a reduction of liabilities

of common stock on conversion of debt

of warrants for services

based compensation

based compensation - Consultant

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

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

stock distributable- Series A Preferred Stock Dividends

of common stock for a reduction of liabilities

of common stock for legal settlement

based compensation

based compensation - consultant

stock issued - Series A Preferred Stock Dividends

stock distributable - Series A Preferred Stock Dividends

issued with debt

issued with debt conversion

Consideration

received for divestiture

of consideration for divestiture over net assets transferred

September 30,

January 1, 2025

Issuance of common stock for cash, net of offering

Issuance of common stock for a reduction of liabilities

Issuance of common stock for legal settlement

Stock based compensation

Stock based compensation - consultant

Common stock issued - Series A Preferred Stock Dividends

Common stock distributable - Series A Preferred Stock Dividends

Shares issued with debt

Shares issued with debt conversion

Consideration received for divestiture

Excess of consideration for divestiture over net assets transferred

( 110,231,843

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

( 110,236,938

January 1, 2026

( 204,269,519

Impact of stock split including issuances for fractional shares

Stock based compensation

Common stock distributable - Series A Preferred Stock Dividends

Shares issued with debt forbearance agreement

Shares issued with debt conversion

March 31, 2026

( 211,045,231

See accompanying notes to condensed consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

OPERATING ACTIVITIES:

1 unchanged sentence

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

Depreciation and amortization

Stock-based compensation

Amortization and depreciation

Stock-based compensation

Unrealized (gain) loss - marketable

Stock-based compensation - consultant

Unrealized (gain) loss on marketable securities

Loss on disposition of assets

Loss on conversion of debt

Gain on deconsolidation of subsidiary

Noncash interest charges

Deferred income taxes

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

Interest on notes receivable

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Right of use assets - finance

Right of use assets - operating

Operating lease liabilities

Other liabilities

Right of use assets - operating leases

Accounts payable and accrued expenses

Operating lease liabilities

Net cash provided by (used in) operating activities

INVESTING ACTIVITIES:

Return of cash for divestiture

Proceeds from sale of property and equipment

Purchase of equipment

Net cash provided by (used in) investing activities

2 unchanged sentences

Proceeds from loans and notes payable

Proceeds from loans and notes

payable - related party

Proceeds from loans and notes payable - related party

Payment of notes payable

Payment of notes payable - related

Proceeds from sale of common stock

Payment of notes payable - related party

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

( 2,485,226 )

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

1 unchanged sentence

SUPPLEMENTAL CASHFLOW INFORMATION:

Cash paid during the year for:

Cash paid during the period for:

Noncash transactions:

Return of preferred stock as consideration for divestiture

Accounts payable on purchase of equipment

Issuance of related party notes payable for purchase of equipment

Capitalized interest on construction in process

Security deposits and reserves applied to finance lease liabilities

Notes payable settled against working capital items for netting arrangement

Series A preferred shareholder stock dividends

Common stock issued with debt

Common stock issued for a reduction in liabilities

Series A preferred shareholder stock dividends

Common stock issued for legal settlement

Common stock issued for services

Common stock issued on conversion of debt

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

See accompanying notes to condensed consolidated financial statements

VIVAKOR, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

Interim Financial Information

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

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

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

GAAP have been condensed or omitted.

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

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

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

Description of Business

Vivakor, Inc.

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

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

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

(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 conducts its operations through three primary business segments:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

See Note 2 for amounts related to the transaction.

Restricted Cash

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

Long Lived Assets

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

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

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

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

Intangible Assets and Goodwill

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

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

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

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

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

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

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

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

Reclassifications

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

Change in Segment Reporting

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

Previously, the Company reported operations under two segments:

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

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

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

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

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

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

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

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 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.

On July 30, 2025, the Company sold certain non-core business units of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, both subsidiaries included with the Endeavor Entities, in order to streamline operations and focus on core midstream transportation, terminaling, and environmental processing activities.

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

Summary of Significant Accounting Policies

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

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

Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the interim periods presented.

These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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.

Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ materially from those estimates.

Change in Estimated Useful Lives

During the three months ended March 31, 2026, the Company reassessed the estimated useful lives of certain property and equipment based on operational experience, expected usage, and updated maintenance and replacement assumptions.

As a result, the Company revised the estimated useful lives of certain assets on a prospective basis effective January 1, 2026.

The change in estimate was accounted for prospectively in accordance with ASC 250, Accounting Changes and Error Corrections.

The effect of the change was to decrease depreciation expense by approximately $ 405,000 for the three months ended March 31, 2026.

Revenue Recognition

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

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

The following is disaggregated revenue by segment:

Schedule of disaggregated revenue

September 30,

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

Terminaling and storage

Transportation and logistics

Supply and Trading (1)

Revenue generated from

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

Revenue in 2024.

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

Revenue from the sale of crude oil and related petroleum products is recognized at a point in time when control transfers to the customer, generally upon delivery.

Revenue from terminaling, storage, pipeline throughput, and transportation services is recognized over time as services are performed.

Segment Reporting

The Company operates through three reportable business segments:

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

Related Party Revenues

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

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

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

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

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

Revenue from related parties was $ 5,364,726 and $ 4,551,775 for the quarters ended March 2026 and 2025, 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 Endeavor Crude, 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 September 30, 2025, the Company did not have any customers whose revenues represented more than 10% of total revenues.

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

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

Advertising Expenses

Advertising costs are expensed as incurred.

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

During the three months ended March 31, 2026, two customers, including one related party, accounted for approximately 90 % of the Company’s revenues.

As of March 31, 2026, no significant accounts receivable balances were outstanding from these customers.

During the three months ended March 31, 2025, two customers, including one related party, accounted for approximately 15 % of the Company’s revenues.

As of March 31, 2025, these customers represented approximately 31 % of the Company’s accounts receivable balance.

Net Income (Loss) Per Share

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

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

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

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

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

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

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

Use of Estimates

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, 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.

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.

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:

Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

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.

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.

Divestiture of Wholly Owned Subsidiaries

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

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

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

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

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

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

The amounts related to the transactions were as follows:

Schedule of businesses consisted

Net consideration received:

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

assets transferred

Accounts receivable

Prepaid expenses

Property and equipment, net

Right of use assets - operating leases

liabilities transferred

Accounts payable and accrued expenses

Operating lease liabilities

Finance lease liabilities

Loans and notes payable

Total net assets transferred

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

Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

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

Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share when their effect would be antidilutive.

Potentially dilutive securities include convertible notes, warrants, and stock options.

Going Concern & Liquidity

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

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

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

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

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

During the nine months ended

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

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

fourth quarter of 2024.

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

public equity offerings.

The Company has historically incurred

net losses and experienced negative cash flows from operations and, as of March 31, 2026, had an accumulated deficit of

approximately $211 ( 211,045,231 )

As of March 31, 2026, the Company had a working capital deficit of approximately $ 54

million and cash and cash equivalents of approximately $ 75,051 ,

of which approximately $ 70,596

was restricted.

In addition, the Company had approximately $ 10.8

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

The Company is

further obligated under finance lease liabilities of approximately $9.3

9,363,205 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.

During the three months ended

March 31, 2026, the Company continued executing its strategic plan focused on optimizing its midstream transportation,

terminaling, and environmental processing operations, including the integration and operation of the Endeavor Entities acquired in

the fourth quarter of 2024.

The Company has historically financed its operations through a combination of operating cash flows, debt

financings, and private and public equity offerings.

During the second quarter 2026, the Company also entered into a financing

arrangement with two institutional investors, with RBW Capital Partners LLC acting as placement agent, intended to support working

capital and ongoing operations.

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

2 unchanged sentences

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

Business Combination and Divestiture of Wholly Owned Subsidiaries

On October 1, 2024, the Company acquired all of the issued and outstanding membership interests of Endeavor Crude, LLC, Equipment Transport, LLC, Meridian Equipment Leasing, LLC, and Silver Fuels Processing, LLC (collectively, the “Endeavor Entities”).

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 acquired as part of the Endeavor Entities, pursuant to a Membership Interest Purchase Agreement entered into with Jorgan Development, LLC, an entity controlled by James Ballengee, the Company’s Chief Executive Officer and Chairman.

Accounts Receivable

Accounts receivable primarily consist of trade receivables related to crude oil sales and transportation services and are recorded net of an allowance for expected credit losses.

The Company evaluates the collectability of accounts receivable on an ongoing basis based on historical experience, customer creditworthiness, and current economic conditions.

The allowance for expected credit losses is reviewed on a periodic basis, and balances are written off when deemed uncollectible.

During the three months ended March 31, 2026, the Company recorded an allowance for expected credit losses related to certain customer receivable balances based on management’s assessment of collectability and current economic conditions.

Accounts receivable consisted of the following:

of accounts receivable

Trade accounts receivable

allowance for credit losses

Accounts receivable, net

Related party receivables

The balance of the related party receivable are due from entities affiliated with the Company’s Chief Executive Officer.

During the three months ended March 31, 2026, amounts due under related-party commercial agreements were offset against a related party note of approximately $ 1.1 million outstanding from Jorgan Development, LLC pursuant to existing offset arrangements between the parties.

Marketable Securities

The Company holds 200,000 shares of common stock of Adapti, Inc.

(“Adapti”), an entity affiliated with the Company’s Chief Executive Officer.

The investment is classified as a marketable equity security and is measured at fair value using quoted market prices, with changes in fair value recognized in earnings.

The carrying value of marketable securities consisted of the following:

of marketable securities

Investment in Adapti

Unrealized loss

Marketable Securities, net

The Company recognized unrealized gains (losses) related to marketable securities of approximately $ ( 11,378 ) and $ 1,652,754 during the three months ended March 31, 2026 and 2025, respectively.

Property and Equipment

Property, plant and equipment consisted of the following:

Property and equipment consisted of the following:

Schedule of property and equipment, net

September 30,

Vehicles and trailers

2 unchanged sentences

Pipeline and Related Facilities

Equipment under finance lease

Tank Expansion

Construction in process

Wash plant facilities

Remediation Processing Unit System A

Remediation Processing Unit System B

WCCC tank expansion

Accumulated Depreciation

Property, plant and equipment, net

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

respectively.

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

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

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

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

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

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

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

Accumulated amortization

Depreciation expense for the three months ended March 31, 2026 and 2025 was approximately $ 1,156,369 and $ 3,527,645 , respectively.

The decrease in depreciation expense during the 2026 period was primarily attributable to the July 2025 divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, as well as revisions to the estimated useful lives of certain property and equipment based on operational experience and expected usage.

The change in estimate was accounted for prospectively and resulted in a decrease in depreciation expense of approximately $ 405,000 during the period.

Construction in process primarily relates to the Company’s remediation processing systems, wash plant facilities, and terminal expansion projects.

Intangible Assets

Intangible assets consisted of the following:

Schedule of intangible assets

Intangible assets, gross

Accumulated amortization

Intangible assets, net

Customer relationship intangible assets consisted of the following:

Customer relationships, gross

Accumulated amortization

Customer relationships, net

Amortization expense was approximately $ 1,395,088 and $ 2,303,957 for the three months ended March 31, 2026 and 2025, respectively.

The Company evaluates long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

No impairment charges related to intangible assets were recorded during the three months ended March 31, 2026.

Goodwill was fully impaired during the year ended December 31, 2025.

Accordingly, the Company had no goodwill recorded as of March 31, 2026 or December 31, 2025.

Accounts Payable and Accrued Expenses

1 unchanged sentence

Schedule of accounts payable and accrued expenses

September 30,

Accounts payable

2 unchanged sentences

Accounts payable and accrued expenses

Related-party accounts payable and accrued expenses consisted of the following:

Schedule of accounts payable and accrued expenses related parties

September 30,

Accounts payable -

related parties

interest (notes payable) - related parties

payable and accrued expenses - related parties

Accrued compensation

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

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

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

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

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

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

Accounts payable - related parties

Accrued interest (notes payable) - related parties

Accounts payable and accrued expenses - related parties

Accounts payable primarily consist of trade payables and operating accruals incurred in the ordinary course of business.

Unearned Revenue

As of March 31, 2026 and December 31, 2025, the Company had approximately $ 9.1 million of unearned revenue related to an agreement to manufacture remediation processing centers (“RPCs”).

The balance originated in connection with the deconsolidation of Viva Wealth Fund I, LLC during 2023.

Loans and Notes Payable

Loans and notes payable and their maturities consist of the following:

Third party debt:

Schedule of loans and notes payable

September 30,

Various promissory notes and convertible notes

Various promissory notes for vehicle financing

Blue Ridge Bank

Small Business Administration

Al Dali International for Gen.

Al Dali Intl for Gen.

Trading & Cont.

Note payable to Pilot OFS Holdings, LLC (e)

Business First Bank (e)

Maxus Capital Group, LLC (d)

Cedarview Opportunities Master Fund LP

Curve Capital, LLC

Clear Think Capital (b)

William Tuorto

ClearThink Capital Partners, LLC

ClearThink Capital Partners, LLC (RBW)

Agile Capital Funding, LLC

Short term note (WSGS) (c)

JJ Astor Note 1 (a)

JJ Astor Note 2 (a)

Total notes payable

3 unchanged sentences

Schedule of loans and notes payable related parties

September 30,

Jorgan Development, LLC

Ballengee Holdings, LLC

James Ballengee

Meridian Equipment Leasing, LLC (f)

James Ballengee Companies

Meridian Equipment Leasing, LLC

Triple T Trading Company LLC

Waskom, LLC (e)

notes payable - related parties

and notes payable, current - related parties

and notes payable, long term - related parties

Total notes payable - related parties

Loans and notes payable, current - related parties

Loans and notes payable, long term - related parties

Maturity Table

Schedule of maturities of loans and notes payable

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

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

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

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

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

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

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

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

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

The Company agreed to issue the Lender 250,000

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

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

retroactively effective to April 14, 2025.

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

with a corresponding charge to interest expense.

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

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

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

and future installments under Note 1.

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

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

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

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

During the quarter ended September 30, 2025,

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

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

approximately $1.1 million.

The conversion price is variable and

based on the Company’s future market price.

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

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

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

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

and nine months ended September 30, 2025.

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

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

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

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

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

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

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

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

The annual interest rate was eighteen percent per annum.

At December 31, 2024,

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

The balance of the note was

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

completed on July 30, 2025.

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

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

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

In connection with the

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

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

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

in the nine months ended September 30, 2025.

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

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

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

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

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

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

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

Total long-term debt

unamortized OID:

ClearThink Partners, LLC — On January 9, 2026, the Company issued a promissory note to ClearThink Capital Partners LLC in the principal amount of $ 322,000 and received proceeds of $ 280,000 after an original issue discount of $ 42,000 .

The note matures twelve months from issuance and includes a one-time interest charge of 15 % .

As of March 31, 2026, the outstanding balance of the note was approximately $ 289,321 , net of unamortized discount of approximately $ 32,679 .

Capital Partners, LLC/RBW Investors — During 2025, the Company entered into multiple twelve-month convertible

promissory notes with investors introduced to us by ClearThink Capital Partners, LLC and RBW totaling approximately $ 5.1

million in principal amount.

The notes included original issue discounts, one time interest charges, and conversion features.

2025, holders converted an aggregate of approximately $ 3.2

million of outstanding principal into shares of the Company’s common stock.

On January 30, 2026, the Company entered into

Forbearance and Note Amendment Agreements with the holders of the notes.

Pursuant to the amended agreements, the maturity dates of

the notes were extended to January 31, 2027 and certain repayment terms were revised.

In connection with the amendments, the

Company agreed to issue an aggregate of 278,449

shares of restricted common stock to the noteholders.

The amended agreements provide for installment payments through

January 31, 2027 and restrict conversions under the notes.

As of March 31, 2026, the outstanding balance of the notes was

approximately $ 1,267,632 ,

net of unamortized debt discount of approximately $ 535,471 .

William Tuorto — During the quarter ending March 31, 2026, the Company entered into a short-term funding arrangement.

The outstanding balance was $ 387,020 as of March 31, 2026.

The obligation was repaid in full May 2026.

JJ Astor & Co .

— During 2025, the Company entered into multiple financing and forbearance arrangements with J.J.

related to secured promissory notes issued by the Company.

As of December 31, 2025, the Second Note remained outstanding.

On February 27, 2026, the Company entered into additional amendment and forbearance agreements with J.J.

Astor & Co., which modified repayment terms, extended certain maturity dates, and provided for additional financing.

The Company issued an additional secured promissory note in the principal amount of $ 993,750 and received net proceeds of approximately $ 750,000 prior to fees and expenses.

As of March 31, 2026, the aggregate outstanding balance related to the J.J.

Astor financing arrangements was approximately $ 6,453,996 , net of unamortized debt discount of approximately $ 43,654 .

Jorgan Development, LLC — During the three months ended March 31, 2026, approximately $ 1.1 million outstanding under the Jorgan Development, LLC related-party note payable was offset against amounts due from affiliated entities under related-party commercial agreements pursuant to existing offset arrangements between the parties.

As a result, no balance remained outstanding under the Jorgan Development, LLC note as of March 31, 2026.

As of March 31, 2026, the Company had outstanding secured notes payable to Cedarview Opportunities Master Fund LP of approximately $ 4,112,159 .

The Company entered into a forbearance arrangement with Cedarview related to existing payment defaults and ongoing repayment discussions.

Subsequent to March 31, 2026, the parties entered into an additional forbearance agreement extending the forbearance period through October 31, 2026, subject to certain repayment and financing conditions.

Other Current Liabilities

Certain conversion features embedded within the Company’s convertible debt instruments contain variable settlement provisions and are accounted for as derivative liabilities in accordance with ASC 815, Derivatives and Hedging.

As of March 31, 2026 and December 31, 2025, the Company had outstanding balances of approximately $ 9.1 million, respectively, related to derivative liabilities.

As of March 31, 2026 and December 31, 2025, the Company had outstanding balances of approximately $ 5.3 and $ 7.1 million, respectively, under a line of credit arrangement with B1 Bank related to accounts receivable factoring.

During the three months ended March 31, 2026, B1 Bank applied approximately $ 1.8 million of restricted cash maintained by the Company against the outstanding balance under the facility.

The facility remained matured as of March 31, 2026.

Commitments and Contingencies

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

Under the terms of the Consulting Agreement, we will pay the consultant up to $1.3 million per year, payable in registered shares of our common stock under our 2023 Equity Incentive Plan.

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

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

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

Nelson on the same date.

The Side Letter amended and clarified Mr.

Nelson’s Employment Agreement and the Promissory Note to:

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

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

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

See Note 12 for additional information.

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

1 to the Employment Agreement with Mr.

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

As corrected, Mr.

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

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

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

Under the amended agreement, Mr.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Share-Based Compensation & Warrants

Stock Options & Awards

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

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

Chief Executive Officer (James Ballengee):

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

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

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

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

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

Former Chief Financial Officer (Tyler Nelson):

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

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

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

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

Pursuant to Amendment No.

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

Under Amendment No.

2, executed August 12, 2025, Mr.

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

Vice President of Human Resources:

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

Board of Directors:

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

Consulting Agreement:

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

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

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

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

Schedule of option activity

Finance Leases

The Company has finance lease arrangements related primarily to storage, terminaling, and transportation equipment.

Certain finance lease obligations are subject to forbearance arrangements and revised payment terms.

As of March 31, 2026 and December 31, 2025, respectively, finance lease liabilities consisted of the following:

Schedule of financing lease liability

Principal portion of finance lease obligations

Accrued interest

Total finance lease liabilities (current)

Operating Leases

The Company leases office space, land, trucking yards, and equipment under non-cancelable operating lease agreements with remaining lease terms ranging from less than one year to approximately three years.

The right-of-use assets for operating leases as of March 31, 2026 and December 31, 2025 were $ 406,308 and $ 494,755 , respectively.

Rent expense for the period ended March 31, 2026 and December 31, 2025 were $ 98,129 and $ 494,755 , respectively.

Operating lease liabilities consisted of the following:

Schedule of lessee operating lease liability

Total undiscounted lease payments

Imputed interest

Present value of lease payments

Operating lease liabilities, current

Operating lease liabilities, long-term

Operating lease liability

Weighted-average remaining lease term(mo.)

Weighted-average discount rate

Stockholders’ Equity

Series A Preferred Stock

The Company’s Series A Preferred Stock has a stated value of $ 1,000 per share, carries a cumulative dividend of 6 % per annum based on the stated value, is convertible into shares of the Company’s common stock at the Company’s request, and votes on an “as-converted” basis, subject to the terms of the Certificate of Designation.

As of March 31, 2026 and December 31, 2025, there were 96,731 shares of Series A Preferred Stock issued and outstanding, respectively.

Pursuant to the Debt Satisfaction and Preferred Stock Amendment Agreement dated November 25, 2025, dividends on the Company’s Series A Convertible Preferred Stock were suspended from April 30, 2026 through April 29, 2027 in connection with amendments to the preferred stock terms and the satisfaction of certain outstanding convertible indebtedness.

The Company has authorized 500,000,000 shares of common stock, par value $ 0.001 per share.

All share and per share amounts presented in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Company’s 1-for-200 reverse stock split effected during 2026.

Share-Based Compensation and Warrants

The Company maintains the 2023 Equity and Incentive Plan (the “2023 Plan”), pursuant to which the Company may grant stock options, restricted stock awards, restricted stock units, and other equity-based awards to employees, directors, consultants, and service providers.

During the three months ended March 31, 2026 and 2025, the Company issued an aggregate of 36,515 and 1,000,833 , respectively, shares of common stock as stock-based compensation to employees, directors and consultants.

For the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of approximately $ 337,500 and $ 501,423 , respectively.

For the three months ended March 31, 2026 and 2025, the Company recognized consulting stock-based compensation expense of approximately $ 0 and $ 300,000 , respectively.

There were no other options or awards granted during the three months ended March 31, 2026.

The following table summarizes all stock option activity of the Company for the three months ended March 31, 2026 and March 31, 2025:

Schedule of warrant assumptions

Outstanding, December 31, 2025

Outstanding, September 30, 2025

Exercisable, December 31, 2024

Exercisable, September 30, 2025

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

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

The Company calculates its quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes.

ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income.

In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored into the calculation, and temporary differences are not.

The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre-tax ordinary income or loss.

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

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

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

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

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

Related Party Transactions

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

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

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

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

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

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

All other material terms of the Notes remained unchanged.

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

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

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

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

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

The agreement expires on December 31, 2031.

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

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

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

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

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

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

The Supply Agreement expires on December 31, 2031.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The agreement expires on December 31, 2034.

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

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

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

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

The agreement expires on December 31, 2034.

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

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

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

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

The agreement expires on December 31, 2034.

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

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

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

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

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

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

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

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

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

crude oil transportation and facility services for terminaling and storage.

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

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

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

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

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

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

therefore, segment assets are not presented.

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

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

Segment revenue, significant segment expenses,

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

30, 2025 are presented below.

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

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

Three Months Ended September 30, 2025

Schedule of segments

Transportation

and Logistics

related party

Total revenues

Cost of revenues

Three Months Ended September 30, 2024

Transportation

and Logistics

- related party

Total revenues

Cost of revenues

Nine Ended September 30, 2025

Outstanding, March 31, 2026

Outstanding, December 31, 2024

Outstanding, March 31, 2025

The Company maintains the 2025 Equity and Incentive Plan (the “2025 Plan”), pursuant to which the Company may grant stock options, restricted stock awards, restricted stock units, and other equity-based awards to employees, directors, consultants, and service providers.

No awards have been granted under the 2025 Plan.

The Company operates through three reportable operating segments:

(i) transportation and logistics services, (ii) terminaling and storage services, and (iii) supply and trading.

The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), evaluates segment performance based on gross profit.

Three Months Ended March 31, 2026:

Schedule of segment reporting information, by segment

Transportation

and Logistics

- related party

Revenues - related party

Total revenues

Cost of revenues

Nine Ended September 30, 2024

Three Months Ended March 31, 2025:

Transportation

and Logistics

- related party

Revenues - related party

Total revenues

Cost of revenues

The Company calculates its quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes.

ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income.

In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored into the calculation, and temporary differences are not.

The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre-tax ordinary income or loss.

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

The Company recorded a provision for income taxes of $ 0 for the three months ended March 31, 2026 and 2025, respectively.

The Company is projecting a (-0.10%) effective tax rate for the year ending December 31, 2025, which is primarily the result of permanent book to tax differences, increase in the valuation allowance, and the change in the naked credit deferred tax liability.

The Company’s effective tax rate for the year ending December 31, 2025 was ( - 0.57 % ), which was primarily the result of the change in the naked credit deferred tax liability, increase in the valuation allowance and permanent adjustments.

Related Party Transactions

The Company engages in transactions with entities affiliated with James Ballengee, the Company’s Chief Executive Officer and principal shareholder, in the ordinary course of business.

The Company is party to various commercial agreements with White Claw Crude, LLC (“WC Crude”), Jorgan Development, LLC (“Jorgan”), and other affiliated entities, including storage, throughput, transportation, and supply agreements.

The Company also leases certain yard and transportation equipment from related parties affiliated with the Company’s Chief Executive Officer.

Certain lease arrangements are accounted for as operating leases, with related amounts included in operating lease right-of-use assets and liabilities, while short-term lease payments are expensed as incurred.

As of March 31, 2026 and

December 31, 2025, accounts receivable – related party included a balance of approximately $ 1,439,228 , primarily related to amounts due from the buyer of the Company’s previously divested wholly owned subsidiaries.

The balances are non-interest bearing and due on demand.

Subsequent Events

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

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

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

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

The Company received the funds on March 18, 2025.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As previously reported, on July 9, 2025, the

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

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

Under the terms

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

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

exchange for certain consideration.

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

Commission on July 21, 2025.

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

Under the terms of the Second Forbearance Agreement:

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

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

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

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

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

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

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

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

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

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

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

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

The Offering closed on October 17, 2025.

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

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

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

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

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

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

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

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

Vivakor, Inc., James Ballengee, et al.

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

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

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

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

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

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

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

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

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

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

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

The Second Offering closed on October 31, 2025.

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

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

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

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

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

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

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

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

Orange Cty., Cal.—Aug.

11, 2025) (the “Nelson Lawsuit”).

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

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

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

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

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

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

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

and any alleged non-wage damages:

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

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

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

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

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

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

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

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

(the “CT Partners”),

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

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

The Company received $ 250,000 , before fees.

received the funds on May 14, 2025.

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

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

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

Pursuant to the terms of the CT Note and

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

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

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

In May 2026, the Company entered into an

Independent Contractor Agreement with William Tuorto for consulting services he is performing for the Company dating back to April

In connection with the agreement, on May 7, 2026, the Company issued 69,083

shares of common stock under the 2023 Plan, which shares were issued without a restrictive legend pursuant to a Form S-8

registration statement.

On May 4, 2026, the Company entered

into a Forbearance Agreement with Cedarview Opportunities Master Fund LP related to the Company’s existing secured notes payable.

Under the agreement, Cedarview agreed to extend the forbearance period through October 31, 2026, subject to certain repayment and

financing conditions.

In connection with the agreement, the Company issued Cedarview 275,000 shares of common stock.

On May 11, 2026, the Company issued 250,000 shares

of restricted common stock to Kimberly Hawley as a discretionary bonus pursuant to the terms of her Executive Employment Agreement dated

July 24, 2025.

The shares were issued at a value of $1.71 per share and were issued with a standard Rule 144 restrictive legend.

On May 6, 2026, the Company entered

into an additional forbearance and note payment amendment agreement with J.J.

related to the Company’s

outstanding secured promissory notes they hold.

Pursuant to the agreement, the parties revised certain repayment terms associated with the

Company’s May 2026 Financing Transaction and extended certain repayment obligations through January 2027.

On May 8, 2026, the Company closed the initial tranche of a securities purchase agreement with certain institutional investors pursuant to which the Company issued promissory notes with aggregate gross proceeds of up to $12.0 million, to be funded in two tranches (the “May 2026 Financing Transaction”).

The initial closing provided gross proceeds of $6.0 million before placement agent fees and offering expenses.

If fully funded, the notes will have an aggregate principal amount of $15.0 million, inclusive of original issue discount, and are convertible into shares of the Company’s common stock subject to certain pricing terms and ownership limitations.

In connection with the May 2026 Financing Transaction, the Company also entered into a standby equity purchase agreement.

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

What changed 10-Q

Item 1. Financial Statements