Vivakor, Inc. 10-Q

ITEM 5. OTHER INFORMATION J.J. Astor Forbearance Agreement On March 17, 2025, the Company issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (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. In relation to the Loan Agreement, the Company also entered into a Registration Rights Agreement with the Lender (the “RRA”), under which the Company was obligated to file a resale registration statement with the SEC registering any shares of its common stock issuable under the Note no later than sixty (60) days after closing. The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on March 21, 2025. As previously reported, on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note, 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 Company 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 as 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 and Lender entered 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 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”). The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on October 14, 2025. The Initial Note was satisfied in full on November 20, 2025 and the Third Note was satisfied in full on or about October 27, 2025, which left only the Second Note outstanding. As previously reported, on February 5, 2026, the Company and the Lender entered into a fourth Forbearance, Note Payment and Registration Rights Amendment Agreement (the “Fourth Forbearance Agreement”), pursuant to which (a) the parties agreed that $5,995,722.21 was then outstanding, due and payable under the Second Note and (b) the Maturity Date of the Second Note was extended to as late as January 1, 2027, and (c) the Company agreed to pay the outstanding balance of the Second Note in the following installments, with payments, payable, at the option of the Company, either in cash or under certain conditions in Conversion Shares issued at the Default Conversion Price that are immediately salable by the Lender under Rule 144, as follows: (i) $50,000 per week commencing Monday, April 6, 2026, (ii) $100,000 per week commencing Monday, July 6, 2026, (iii) $150,000 per week commencing Monday, October 5, 2026, and (iv) $250,000 per week commencing Monday, December 7, 2026, with the outstanding balance to be paid in full by January 1, 2027 (the “Amended Repayment Terms”). The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on February 5, 2026. 30 As previously reported, on February 27, 2026, the Company and the Lender entered into a Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement (the “Loan Agreement Amendment No. 3”) and $993,750 Original Principal Amount Junior Secured Promissory Note (the “Fourth Note”). Under the terms of the Fourth Note the Lender agreed to loan us an additional $750,000, which matures on April 6, 2026. In the event we default on the Fourth Note, the note begins accruing interest at 19% per annum, the principal amount due under the note is increased to 110% of the principal amount owed at the time of default, and the amounts due under the note become convertible with the Lender allowed to convert 200% of the amount due under the note at a conversion price equal to an 80% discount to the lesser of (a) the closing price of the Company’s common stock on (x) the Funding Date of the Initial Note and (y) the Funding Date of the Second Note (whichever closing price is lower), or (b) 20% of the closing price of the Company Common Stock on such applicable Funding Date. Under the terms of the Loan Agreement Amendment No. 3, the Lender and Company agreed the date by which the Company has to relist on Nasdaq under the Fourth Forbearance Agreement was extended to April 6, 2026, and the Second Note default terms were amended in certain respects to the default terms in the Fourth Note. The Company received the funds from the Fourth Note on February 27, 2026, minus $40,000 for legal and transaction fees. The Company and the Lender also entered into a Subsidiary Guarantee, under which the Company’s subsidiaries are guaranteeing the amounts due under the Fourth Note (the “Subsidiary Guarantee”) and a Pledge and Security Agreement, under which the Company and its subsidiaries secured the repayment of the amounts due under the Second Note and the Fourth Note with their assets as collateral (the “Pledge and Security Agreement”). Additionally, the Company conveyed certain real property and improvements it owns in Blaine County, Oklahoma to the Lender to secure the repayment of the Fourth Note. In the event the Fourth Note is paid in full by the maturity date, the Oklahoma property will be reconveyed to the Company. On May 6, 2026, the Company entered into a Forbearance and Note Payment Amendment Agreement (“May 2026 Forbearance Agreement”), under which the Lender agreed to forbear their rights under the Loan Agreement, as amended, if the Company agrees and complies with the following terms: (i) the Company acknowledges that $6,815,805.71 adjusted outstanding balance is due and payable as of the Effective Date of the May 2026 Forbearance Agreement under the Second Note and $1,111,151.74 is outstanding, due and payable as of the Effective Date of this May 2026 Forbearance Agreement under the Fourth Note, (ii) the Company will pay Lender One Million Five Hundred Thousand Dollars ($1,500,000) upon the closing of the first funding of that certain financing transaction being conducted for the Company by RBW Capital Partners LLC, a division of Dawson James Securities, Inc. (the “RBW Financing”), to occur on or before May 7, 2026, to be applied to the outstanding balance of the Second Note, (iii) the Company will pay Lender Two Million Five Hundred Thousand Dollars ($2,500,000) upon the second closing of the RBW Financing, to be applied to the outstanding balance of the Second Note, to occur upon the effectiveness of an S-1 Registration Statement, to be filed on or before May 13, 2026 and be effective on or before July 15, 2026, (iv) the remaining balance of the Second Note upon the earlier to occur of (a) closing of the transaction by and between the Company and Olenox Industries, Inc. that is the subject of a Term Sheet dated January 27, 2026 (the “Olenox Transaction”) or (b) receipt by the Company of any proceeds from an Advance under the Standby Equity Purchase Agreement (the SEPA”) that is a component of the RBW Financing, with the first Advance to be on or before August 15, 2026, in which fifty percent (50%) of the net proceeds of each Advance shall be paid directly to the Lender until the Second Note is paid in full; and (v) the outstanding balance of the Fourth Note upon the earlier to occur of (a) closing of the Olenox Transaction, (b) fifty percent (50%) of the net proceeds from an Advance under the SEPA that is a component of the RBW Financing, with the first Advance to occur on or before August 15, 2026 and so long as the Second Note has been repaid in full, on or before November 5, 2026. Cedarview Forbearance Agreement On May 6, 2026, the Company entered into a Forbearance Agreement (the “Cedarview Forbearance Agreement”) with Cedarview Opportunities Master Fund, LP (the “Investor”), under which the Investor agreed to forbear its rights under that certain Loan and Security Agreement (the “Cedarview Agreement”), dated February 5, 2024, the senior secured note to the Investor in an aggregate principal amount of $3,000,000 (the “Initial Note”), that certain Loan and Security Agreement, dated October 31, 2024, and a senior secured note to the Investor in an aggregate principal amount of $3,670,160.77 (the “Investor Second Note”, together with the Initial Note, the “Investor Notes”), as those documents have previously been amended, and the Investor agreed to extend the maturity date of the Initial Note and the Second Note to October 31, 2026, so long as the Company (i) make certain prepayments under the Existing Notes from the RBW SEPA or other financings, (ii) pays the Investor $250,000 from the second tranche of the RBW Financing, as a mandatory required prepayment of the Existing Notes, (iii) that if the Company closes the contemplated Olenox Transaction, by no later than the second (2nd) Business Day after such closing, the Company will pledge 2,000,000 shares of Olenox common stock the Company receives in the Olenox Transaction as additional collateral securing the Company’s payment obligations under the Existing Notes, in form and substance satisfactory to the Investor, in its sole discretion, and (iv) the Company issues the Investor 275,000 shares of its common stock, restricted in accordance with Rule 144 (the “Investor Shares”). 31 March 2026 Reverse Stock Split On March 24, 2026, the Company effected a 1-for-200 reverse stock split of its common stock pursuant to a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation following shareholder approval obtained at the Company’s Special Meeting held on December 22, 2025. Relisting On Nasdaq On April 23, 2026, the Company received a letter (the “April Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Nasdaq Hearing Panel (the “Panel”) determined that the Company is in compliance with the Minimum Bid Price Requirement and that trading in the Company’s securities will resume trading on the Exchange effective April 27, 2026. Pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date of the April Letter. In the event that the Company becomes deficient with the Minimum Bid Price Requirement, the Company will not be afforded the opportunity to submit a compliance plan for the Staff’s consideration and the Staff will issue a Delisting Determination Letter, following which the Company may request review by the Panel, at which the Company may present a compliance plan for the Panel’s consideration. Consulting Agreement 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 1, 2026. In connection with the agreement, 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. Under the terms of the agreement, the consultant is Consultant responsible for assisting in the management and operations related to the Company being a public company; providing advice regarding the strategy of the Company and its subsidiaries; general advice regarding dispositions and/or acquisitions and negotiation assistance, which the Company believes will be beneficial to it; and any other consulting and project management services the Company may stand in need of as communicated in writing (the “Services”). In exchange for the Services, the Company agreed to pay the consultant $50,000 per month, with additional fees due if the Company achieves certain EBITDA thresholds for the quarters ending June 30, 2026, September 30, 2026 and December 31, 2026. The Company also agreed to pay the Consultant a $300,000 contract signing fee. All fees owed to the Consultant are payable in shares of the Company’s common stock, priced at the 52-week low closing price preceding the applicable calendar quarter, with such price not subject to adjustment for stock splits, and payable out of any applicable equity incentive plan the Company has in place that has been registered under Form S-8 so the shares may be issued without a restrictive legend. Private Financing Transaction (the “Financing”) Convertible Promissory Notes The following summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the forms of SPA and Notes filed as exhibits to the registration statement of which this prospectus forms a part. On May 8, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (collectively, the “Selling Stockholders”) providing for the issuance of convertible promissory notes (the “Notes”) with aggregate gross proceeds to the Company of up to $12.0 million, before fees and expenses, in two closings. The Notes have an aggregate principal amount of $15.0 million, reflecting a $3.0 million original issue discount of 20%. 32 The initial closing occurred on May 8, 2026, pursuant to which the Company received $6.0 million in gross proceeds. A second closing for an additional $6.0 million remains subject to the effectiveness of the registration statement of which this prospectus forms a part and other customary closing conditions pursuant to the terms of the SPA and the Note. The Notes are convertible into shares of the Company’s Common Stock at a conversion price equal to the greater of $0.37 per share and 80% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the five trading days immediately preceding conversion. Conversions under the Notes are generally subject to a 4.99% beneficial ownership limitation, which may be waived upon notice by the applicable holder. In addition, absent shareholder approval, conversions are limited to the extent necessary to comply with Nasdaq’s 19.99% issuance limitation. The Notes contain customary events of default, including payment and covenant defaults, which may result in acceleration of amounts due under the notes and certain additional default-related remedies, including an increase in the outstanding principal amount upon the occurrence of certain events of default. The Company agreed to register for resale shares issuable upon conversion of the Notes, and this prospectus forms part of the related registration statement. The Company intends to use proceeds from the Financing for working capital, debt reduction, and general corporate purposes. RBW Capital Partners LLC, a division of Dawson James Securities, Inc., acted as placement agent in connection with the Financing. Standby Equity Purchase Agreement The following summary of the Standby Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Standby Equity Purchase Agreement filed as an exhibit to the registration statement of which this prospectus forms a part. On May 8, 2026, the Company entered into a standby equity purchase agreement (the “SEPA”) with an institutional investor (the “SEPA Investor”) providing for the potential purchase by the SEPA Investor of up to $100 million of the Company’s common stock over a 36-month period, subject to the terms and conditions of the SEPA. Under the SEPA, the Company may, at its discretion, direct the SEPA Investor to purchase shares of common stock from time to time, subject to specified volume limitations, pricing formulas, and beneficial ownership limitations set forth in the agreement. Shares issued under the SEPA will generally be purchased at a discount to prevailing market prices. The Company controls the timing and amount of any sales under the SEPA, subject to the terms and limitations contained in the agreement. Actual sales under the SEPA will depend on a variety of factors, including market conditions, trading prices of the Company’s common stock, and the Company’s capital needs. The Company is required to file a separate registration statement covering shares issuable under the SEPA before any sales may occur under the agreement. This summary is not a complete description of all of the terms of the related agreements and are qualified in their entirety by reference to the full text of the documents, forms of which are filed as exhibits hereto and/or incorporated by reference into this disclosure from prior filings. 33 ITEM 6. EXHIBITS EXHIBIT INDEX Exhibit No. Exhibit Description Form Date Number Herewith 2.1 Agreement and Plan of Merger dated February 26, 2024 by and among Vivakor, Inc., Empire Energy Acquisition Corp., and Empire Diversified Energy, Inc. 8-K 3/1/24 2.1 2.2 Membership Interest Purchase Agreement dated as of March 21, 2024, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC re Endeavor Entities 8-K 10/7/24 2.1 3.1 Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on January 5, 2024 8-K 1/11/24 3.1 3.2 Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on February 6, 2025 8-K 2/12/25 3.1 3.3 Form of Certificate of Designation-Series A Preferred Stock 8-K 10/7/24 3.1 3.4 Amended and Restated Series A Convertible Preferred Stock Certificate of Designations 8-K 11/28/25 3.1 3.5 Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada to Increase Authorized Common Stock 8-K 12/23/25 3.1 3.6 Certificate of Amendment to Amended and Restated Articles of Incorporation to Effect 1-for-200 Reverse Stock Split 8-K 3/27/26 3.1 4.1 Vivakor, Inc. Promissory Note dated February 5, 2024, in the principal amount of $3,000,000 issued to Cedarview Opportunities Master Fund LP 8-K 2/12/24 4.1 4.2 Form of Convertible Promissory Note Issued by Vivakor, Inc. in July 2024 8-K 7/11/24 4.1 4.3 Vivakor, Inc. Promissory Note dated October 31, 2024, in the principal amount of $3,670,160.77 issued to Cedarview Opportunities Master Fund LP 8-K/A 11/15/24 4.1 4.4 Promissory Note issued by Meridian Equipment Leasing, LLC to B1Bank dated November 12, 2020 in the principal amount of $12,275,000 10-Q 11/19/24 4.4 4.5 Form of Pre-Funded Warrant 8-K 10/17/25 4.1 4.6 Description Securities 10-K 4/15/26 4.6 10.1* Vivakor, Inc. 2023 Equity and Incentive Plan S-8 2/9/24 99.1 10.2 Loan and Security Agreement dated February 5, 2024, by and among Vivakor, Inc., as borrower, subsidiaries of Vivakor, Inc., as guarantors, the lenders party thereto, and Cedarview Opportunities Master Fund LP, as agent for the lenders 8-K 2/12/24 10.1 10.3 Pledge Agreement dated February 5, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Opportunities Master Fund LP, as agent for the lenders 8-K 2/12/24 10.2 10.4 Guaranty dated February 5, 2024, by and among subsidiaries of Vivakor, Inc. and Cedarview Opportunities Master Fund LP 8-K 2/12/24 10.3 10.5 Security Agreement dated February 5, 2024, between Vivakor, Inc., and Cedarview Opportunities Master Fund LP 8-K 2/12/24 10.4 10.6 Form of Parent Voting and Support Agreement re Empire Merger Agreement 8-K 3/1/24 10.1 10.7 Form of Empire Voting and Support Agreement re Empire Merger Agreement 8-K 3/1/24 10.2 10.8 Form of Lock-Up Agreement re Empire Merger Agreement 8-K 3/1/24 10.3 10.9 Form of Escrow Agreement re Empire Merger Agreement 8-K 3/1/24 10.4 10.10 Form of Lockup Agreement re Endeavor MIPA 8-K 10/7/24 10.3 10.11 Net Working Capital Sample Calculation re Endeavor MIPA 8-K 3/25/24 10.2 10.12 Form of First Amended and Restated Master Netting Agreement re Endeavor MIPA 8-K 10/7/24 10.4 34 Exhibit No. Exhibit Description Form Date Number Herewith 10.13 Convertible Promissory Note dated March 29, 2024 with Keke Mingo 8-K 4/12/24 4.1 10.14* Executive Employment Agreement by and between Vivakor, Inc. and Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.1 10.15* Settlement Agreement by and between Vivakor, Inc. and Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.2 10.16 Form of Promissory Note Issued to Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.3 10.17 Form of Stock Option Issued to Tyler Nelson dated June 13, 2024 8-K/A 6/18/24 10.4 10.18 Director Agreement, by and between Vivakor, Inc. and Michael Thompson, dated June 3, 2024 8-K 6/7/24 10.1 10.19* Executive Employment Agreement by and between Vivakor, Inc. and Patrick Knapp dated June 26, 2024 8-K 7/2/24 10.1 10.20 Consulting Agreement with 395 Group, LLC 8-K 7/11/24 10.1 10.21 Supplement No. 3 dated June 18, 2024 to Master Agreement by and between Silver Fuels Delhi, LLC, Jorgan Development, LLC and Maxus Capital Group, LLC dated March 17, 2020 10-Q 8/16/24 10.21 10.22 Securities Purchase Agreement dated July 26, 2024, by and between the Company and James K. Granger, as Buyer 8-K 8/1/24 10.4 10.23 Securities Purchase Agreement dated August 28, 2024 by and between the Company and E-Starts, as Buyer 8-K 9/11/24 10.1 10.24* Form of Executive Employment Agreement dated October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Russ Shelton, as Executive 8-K 10/7/24 10.1 10.25* Form of Side Letter for Additional Compensation by and between Ballengee Holdings, LLC, and Russ Shelton 8-K 10/7/24 10.2 10.26 Form Transition Services Agreement for Endeavor MIPA 8-K 10/7/24 10.5 10.27 Form of Repair & Maintenance Subscription Agreement 8-K 10/7/24 10.6 10.28 Form of Assignment of Membership Interest 8-K 10/7/24 10.7 10.29 Form of Employment Agreement for Vice President, Marketing 8-K 11/15/24 10.1 10.30 Executive Employment Agreement dated effective October 1, 2024, by and between Vivakor Administration, LLC, as Company, and Jeremy Gamboa, as Executive 8-K/A 11/15/24 1.01 10.31 Loan and Security Agreement dated October 31, 2024, by and among Vivakor, Inc., as borrower, and Cedarview Capital Management, LLC, as agent, et al. 8-K 11/7/24 10.1 10.32 Pledge Agreement dated October 31, 2024, by and among Vivakor, Inc., each of Vivakor, Inc.’s subsidiaries party thereto and Cedarview Capital Management, LLC, as agent for the lenders 8-K/A 11/15/24 10.2 10.33 Guaranty dated October 31, 2024, by and among certain subsidiaries of Vivakor, Inc. and Cedarview Capital Management, LLC 8-K/A 11/15/24 10.3 10.34 Security Agreement dated October 31, 2024, between Vivakor, Inc., certain of its subsidiaries and Cedarview Opportunities Master Fund LP 8-K /A 11/15/24 10.4 10.35 Purchase and Sale Agreement by and between Pilot OFS Holdings, LLC and Meridian Equipment Leasing, LLC dated December 22, 2023 10-Q 11/19/24 10.35 35 Exhibit No. Exhibit Description Form Date Number Herewith 10.36 Letter Agreement regarding Secured Promissory Note and related Loan Documents by and between Pilot OFS and Meridian Equipment Leasing, LLC dated October 1, 2024 10-Q 11/19/24 10.36 10.37 First Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $13,000,000 10-Q 11/19/24 10.37 10.38 Amended and Restated Secured Promissory Note issued by Meridian Equipment Leasing, LLC to Pilot OFS Holdings, LLC in the principal amount of $1,500,000 10-Q 11/19/24 10.38 10.39 Security Agreement, Financing Statement and Assignment of Collateral by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023 10-Q 11/19/24 10.39 10.40 Pledge Agreement by and between Meridian Equipment Leasing, LLC and Pilot OFS Holdings, LLC dated December 31, 2023 10-Q 11/19/24 10.40 10.41 Master Lease Agreement by and between Maxus Capital Group, LLC and Meridian Equipment Leasing, LLC dated December 28, 2021 10-Q 11/19/24 10.41 10.42 Form of Schedule to Master Lease Agreement by and between Maxus Capital Group, LLC and Meridian Equipment Leasing, LLC 10-Q 11/19/24 10.42 10.43 Amended Loan Authorization and Agreement by and between U.S. Small Business Association and Meridian Transport, LLC dated April 18, 2022 in the amount of $500,000 10-Q 11/19/24 10.43 10.44 Business Loan, Guaranty and Security Agreement by and between Agile Lending, LLC and Endeavor Crude, LLC and its subsidiaries dated September 27, 2024 10-Q 11/19/24 10.44 10.45 Merchant Cash Advance Agreement by and between Curve Capital LLC and Endeavor Crude, LLC dated March 14, 2024 10-Q 11/19/24 10.45 10.46 Station Throughput Agreement by and between Silver Fuels Processing, LLC, Posse Wasson, LLC, Posse Monroe, LLC and White Claw Crude, LLC dated January 1, 2024 10-Q 11/19/24 10.46 10.47 Station Throughput Agreement by and between CPE Midcon Gathering, LLC and White Claw Crude, LLC dated January 1, 2024 10-Q 11/19/24 10.47 10.48 Trucking Transport Agreement by and between Endeavor Crude, LLC and White Claw Crude, LLC dated January 1, 2023 10-Q 11/19/24 10.48 10.49 Station Throughput Agreement by and between CPE Midcon Gathering, LLC and White Claw Crude, LLC dated July 1, 2023 10-Q 11/19/24 10.49 10.50 Business Manager Agreement by and between b1Bank and Endeavor Crude, LLC dated January 6, 2023 10-Q 11/19/24 10.50 10.51 Loan and Security Agreement by and between B1Bank and Meridian Equipment Leasing, LLC, et al dated November 12, 2020 10-Q 11/19/24 10.51 10.52 Deed of Trust, Security Agreement, Assignment of Leases, Assignment of Rents and Financing Statement by and between B1Bank and Meridian Equipment Leasing, LLC, et al dated November 12, 2020 10-Q 11/19/24 10.52 10.53 Trucking Transport Agreement Addendum by and between Endeavor Crude, LLC and White Claw Crude, LLC dated January 1, 2024 10-Q 11/19/24 10.53 36 Exhibit No. Exhibit Description Form Date Number Herewith 10.54 First Amendment to Crude Oil Gathering and Dedication Agreement by and between CPE Midcon Gathering, LLC and Continental Resources, Inc. dated July 13, 2018 10-Q 11/19/24 10.54 10.55 Motor Carrier Services Agreement by and between Bonanza Creek Energy Operating Company, LLC, et al and Endeavor Crude, LLC dated May 21, 2023 10-Q 11/19/24 10.55 10.56 Lease Agreement by and between Basin Housing Ventures, LLC and Equipment Transport, LLC 10-Q 11/19/24 10.56 10.57 Sales Agreement by and between White Claw Crude, LLC and Silver Fuels Delhi, LLC dated July 1, 2024 10-Q 11/19/24 10.57 10.58 Repair & Maintenance Subscription Plan by and between Horizon Truck & Trailer, LLC and Meridian Equipment Leasing, LLC dated October 1, 2024 10-Q 11/19/24 10.58 10.59 Schedule No. 4 dated August 9, 2024, 2024 to Master Agreement by and between White Claw Colorado City, LLC and Jorgan Development, LLC (as Co-Lessors) and Maxus Capital Group, LLC dated December 28, 2021 10-Q 11/19/24 10.59 10.60 Consulting Agreement with WSGS, LLC dated February 11, 2025 8-K 2/14/25 10.1 10.61 Side Letter with Tyler Nelson dated February 10, 2025 8-K 2/14/25 10.2 10.62 Employment Agreement with Andre Johnson dated February 10, 2025 8-K 2/14/25 10.3 10.63 Loan and Security Agreement with J.J. Astor & Co. dated March 17, 2025 8-K 3/21/25 10.1 10.64 Registration Rights Agreement with J.J. Astor & Co. dated March 17, 2025 8-K 3/21/25 10.3 10.65 Junior Secured Convertible Promissory Note Issued to J.J. Astor & Co. 8-K 3/21/25 10.2 10.66 Side Letter with Cedarview Capital Management LLC 8-K 4/15/25 10.1 10.67 Form of Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors dated May 13, 2025 8-K 5/20/25 10.1 10.68 Form of Promissory Note Under Securities Purchase Agreement with ClearThink Capital Partners, LLC and Other Investors 8-K 5/20/25 10.2 10.69 Forbearance Agreement with J.J. Astor & Co. dated July 9, 2025 8-K 7/21/25 10.1 10.70 Second Amendment to Loan Agreement and Registration Rights Agreement dated July 9, 2025 8-K 7/21/25 10.2 10.71 Junior Secured Convertible Promissory Note dated July 9, 2025 8-K 7/21/25 10.3 10.72* Executive Employment Agreement, by and between Vivakor Administration, LLC and Kimberly Hawley, dated July 24, 2025 8-K 7/24/25 10.1 10.73 Membership Interest Purchase Agreement dated July 30, 2025, by and between Vivakor Transportation, LLC, as Seller, and Jorgan Development, LLC, as Buyer 8-K 8/6/25 10.1 10.74 Forbearance Agreement dated July 30, 2025, by and between Maxus Capital Group, LLC, and Silver Fuels Delhi, LLC, et al. 8-K 8/6/25 10.2 10.75 Transition Agreement dated August 3, 2025, by and between Vivakor, Inc., Vivakor Administration, LLC, and Russ M. Shelton 8-K 8/6/25 99.1 10.76 Second Amended Employment Agreement, by and between Vivakor, Inc., Vivakor Administration, LLC and Les Patterson, dated August 12, 2025 8-K 8/18/25 10.1 10.77 Second Forbearance Agreement with J.J. Astor & Co. dated October 8, 2025 8-K 10/14/25 10.1 10.78 Third Junior Secured Convertible Promissory Note dated October 9, 2025 8-K 10/14/25 10.2 10.79 Form of Securities Purchase Agreement 8-K 10/17/25 10.1 10.80 Form of Placement Agent Agreement 8-K 10/17/25 10.2 10.81 Form of Physical Commodity Intermediation Agreement dated October 22, 2025 8-K 10/23/25 10.1 37 Exhibit No. Exhibit Description Form Date Number Herewith 10.82 Settlement Agreement with James Samuelson dated October 23, 2025 8-K 10/23/25 10.2 10.83 Settlement Agreement with Tyler Nelson 8-K 11/12/25 10.1 10.84 Transition Agreement with Patrick Knapp dated November 10, 2025 8-K 11/12/25 10.2 10.85 Debt Satisfaction and Preferred Stock Amendment Agreement 8-K 11/28/25 10.1 10.86 Interim Forbearance Agreement with Cedarview dated December 31, 2025 8-K 1/7/26 10.1 10.87 Form of Forbearance and Note Amendment Agreement with Lenders entered into on January 30, 2026 8-K 2/4/26 10.1 10.88 Forbearance and Note Payment Amendment Agreement with J.J. Astor & Co. entered into on February 5, 2026 8-K 2/5/26 10.1 10.89 Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement with J.J. Astor dated February 27, 2026 8-K 3/5/26 10.1 10.90 Fourth Junior Secured Convertible Promissory Note to J.J. Astor dated February 27, 2026 8-K 3/5/26 10.2 10.91 Subsidiary Guarantee with J.J. Astor dated February 27, 2026 8-K 3/5/26 10.3 10.92 Pledge and Security Agreement with J.J. Astor dated February 27, 2026 8-K 3/5/26 10.4 10.94 Form of Securities Purchase Agreement for Selling Stockholders Financing 8-K 5/14/26 10.1 10.95 Form of Convertible Promissory Note for Selling Stockholders Financing 8-K 5/14/26 10.2 10.96 Form of Standby Equity Purchase Agreement for Selling Stockholders Financing 8-K 5/14/26 10.3 10.97* 2025 Equity and Incentive Plan Filed 10.98 Consulting Agreement with William Tuorto dated May 2026 Filed 21.1 Subsidiaries of the Company 10-K 4/15/26 21.1 97 Vivakor, Inc. Compensation Recovery Policy 10-K/A 05/2/25 97 31.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 31.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 32.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished** 32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished** 101.INS Inline XBRL Instance Document Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). * Management contract or compensatory plan or arrangement. ** These exhibits are being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. 38 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VIVAKOR, INC. By: /s/ James Ballengee James Ballengee Chief Executive Officer (Principal Executive Officer) Date: May 20, 2026 VIVAKOR, INC. By: /s/ Kimberly Hawley Kimberly Hawley Chief Financial Officer (Principal Financial and Accounting Officer) Date: May 20, 2026 39