EON Resources Inc 8-K, filed Oct 29, 2026
EON Resources Inc. (EONR)
About this 8-K
EON Resources Inc filed this 8-K on October 29, 2026, reporting on events of October 23, 2026.
EON Resources Inc. reported second-quarter revenue growth of 40% year over year to $6.49 million, a net loss of $692K versus $2.96 million, and interest expense of $176K versus $1.65 million for the quarter ended June 30, 2026. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class: | Trading symbol | Name of each exchange on which registered |
||
Item 2.02. | Results of Operations and Financial Condition. |
Item 7.01 | Regulation FD Disclosure. |
Item 9.01. | Financial Statements, Pro Forma Financial Information, and Exhibits. |
Exhibit No. | Description |
99.1 | |
99.2 | |
99.3 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
October 28, 2026 | EON Resources Inc. |
|
By: | /s/ Mitchell B. Trotter |
|
Name: | Mitchell B. Trotter |
|
Title: | Chief Financial Officer |
|
Exhibit 99.1
EON Resources Reports 40% Year-Over-Year Revenue Growth; Narrows Net Loss by 77% and Advances Permian Basin Development
HOUSTON, TX / ACCESS Newswire / October 23, 2026 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with approximately 20,000 leasehold acres in the Permian Basin, today announced financial results for the second quarter ended June 30, 2026, as reflected in its 10-Q for Q2 2026 filed yesterday. The Company reported higher year-over-year revenue, a substantially narrower net loss and lower interest expense as it prepares for its next phase of development at the Grayburg-Jackson Field in New Mexico.
Second-Quarter Highlights
● | Reported revenue increased 40% year over year to $6.49 million from $4.63 million, including non-cash derivative effects. |
● | Revenue excluding non-cash derivative effects increased 7.3% year over year to $4.33 million from $4.03 million, and 2.5% from the first quarter of 2026. |
● | Net loss fell to $692K from $2.96 million a year earlier, a 77% improvement. |
● | Interest expense declined to $176K from $1.65 million a year earlier, following retirement of senior debt in September 2025 and other debt reductions. |
● | Cash and cash equivalents increased to approximately $692K at June 30, 2026, from $130K at March 31, 2026. |
Financial results for Q2 2026
The overall financial results for the second quarter of 2026 are consistent with the Company’s underlying core operational performance over the past several quarters. Revenues have trended up for the last two quarters with the increase in oil prices.
Income Statement Highlights Table – Quarterly Comparisons
Compare Current 2 | | Q2-2026 | | | Q1-2026 | | | Change | |
|||
Revenues, net of derivatives | | | 4,326,789 | | | | 4,223,108 | | | | 103,681 | |
Non-cash derivatives | | | 2,158,927 | | | | (3,254,915 | ) | | | 5,413,842 | |
Revenues, as reported | | | 6,485,716 | | | | 968,193 | | | | 5,517,523 | |
| | | | | | | | | | | | |
Lease operating | | | 2,511,297 | | | | 2,528,313 | | | | 17,016 | |
Depletion & depreciation | | | 2,136,209 | | | | 1,790,976 | | | | (345,233 | ) |
Other field related costs | | | 735,639 | | | | 445,679 | | | | (289,960 | ) |
General and administrative | | | 2,375,349 | | | | 2,406,571 | | | | 31,222 | |
Total expenses | | | 7,758,494 | | | | 7,171,539 | | | | (586,955 | ) |
| | | | | | | | | | | | |
Interest expense | | | (175,618 | ) | | | (260,381 | ) | | | 84,763 | |
Other income (expense) | | | 179,542 | | | | (851,982 | ) | | | 1,031,524 | |
Total other | | | 3,924 | | | | (1,112,363 | ) | | | 1,116,287 | |
| | | | | | | | | | | - | |
Tax (expense) benefit | | | 576,270 | | | | 1,543,114 | | | | (966,844 | ) |
Net income (loss) | | | (692,584 | ) | | | (5,772,595 | ) | | | 5,080,011 | |
Compare to Prior Year | | Q2-2026 | | | Q2-2025 | | | Change | |
|||
Revenues, net of derivatives | | | 4,326,789 | | | | 4,033,496 | | | | 293,293 | |
Non-cash derivatives | | | 2,158,927 | | | | 598,554 | | | | 1,560,373 | |
Revenues, as reported | | | 6,485,716 | | | | 4,632,050 | | | | 1,853,666 | |
| | | | | | | | | | | | |
Lease operating | | | 2,511,297 | | | | 2,359,042 | | | | (152,255 | ) |
Depletion & depreciation | | | 2,136,209 | | | | 458,191 | | | | (1,678,018 | ) |
Other field related costs | | | 735,639 | | | | 323,854 | | | | (411,785 | ) |
General and administrative | | | 2,375,349 | | | | 1,808,345 | | | | (567,004 | ) |
Total expenses | | | 7,758,494 | | | | 4,949,432 | | | | (2,809,062 | ) |
| | | | | | | | | | | | |
Gain on debt forgiveness | | | - | | | | (914,518 | ) | | | 914,518 | |
Interest expense | | | (175,618 | ) | | | (1,649,656 | ) | | | 1,474,038 | |
Other income (expense) | | | 179,542 | | | | (608,553 | ) | | | 788,095 | |
Total other | | | 3,924 | | | | (3,172,727 | ) | | | 3,176,651 | |
| | | | | | | | | | | - | |
Tax (expense) benefit | | | 576,270 | | | | 534,259 | | | | 42,011 | |
Net income (loss) | | | (692,584 | ) | | | (2,955,849 | ) | | | 2,263,265 | |
● | Revenues: The revenues net of hedging derivatives have been trending up for the first two quarters of 2026 with the increase in oil prices, and based on current market conditions, are expected to continue to increase in the third quarter. |
Included in the reported revenues is the non-cash derivative impact, which can obscure the underlying operational performance of the Company. The derivative impact is a function of oil prices on the last day of a quarter. It is not representative of operations and activities of the Company. It represents a hypothetical “what-if” scenario that assumes all hedges were canceled at quarter end. The impact has an inverse relationship between oil price and revenues where there is a reduction of revenues if the oil price goes up, and an increase of revenues if the oil price drops. EON has experienced significant swings in the non-cash derivative revenue impact as shown in the trends of the last three quarters due to market conditions.
| | Q4-2025 | | | Q1-2026 | | | Q2-2026 | |
|||
Oil price, end of the quarter | | $ | 57.42 | | | $ | 101.38 | | | $ | 69.50 | |
| | | | | | | | | | | | |
Revenues, net of derivatives | | | 3,536,628 | | | | 4,223,108 | | | | 4,326,789 | |
Non-cash derivatives | | | 43,225 | | | | (3,254,915 | ) | | | 2,158,927 | |
Revenues - Reported | | | 3,579,853 | | | | 968,193 | | | | 6,485,716 | |
● | Lease operating expenses (“LOE”): The LOE for the Grayburg-Jackson Field (“GJF”) maintains a consistent run rate of approximately $700K per month. The South Justis Unit (“SJU”), which was acquired in late June 2025, has a run rate of approximately $130K per month in LOE. |
● | Depletion, depreciation and amortization (“DD&A”): The year-end reserve reports are used to determine an estimated DD&A for the entire year. The quarterly estimated amount is used in the fourth quarter of the year, and for quarters going forward. Any retroactive adjustments to previously reported quarters are not made. In 2025, the extra charge to the fourth quarter was approximately $1.5 million due to lower reserves in the 2025 reserve report compared to the 2024 report. The same lower reserve estimates also produced a higher ongoing quarterly DD&A rate, accounting for the increase in DD&A in Q2-2026 compared to Q2-2025. |
● | General and administrative costs (“G&A”): The G&A cost structure has two distinct classifications: baseline on-going costs and transaction driven costs. |
| a. | Baseline or on-going G&A costs: The Company’s on-going G&A cost structure has been trending lower over time since 2024 and is currently averaging approximately $600K per month. Management continues to focus on reducing the G&A cost structure and expects to have further reductions in the areas of insurance premiums, legal fees and accounting costs. The lower costs in Q2-2025 compared to Q2-2026 were primarily due to the management team electing to temporarily defer salaries and other compensation costs. |
| b. | Transaction driven costs in G&A: Under GAAP, many of the transaction driven costs which are logically below the line costs, are required to be classified as G&A. EON, as a growth-stage company, is always looking to improve its capital structure, and thus has transaction costs relating to acquisition, financial instruments, resolving and settling carry-over matters from before the De-SPAC of the Company, and other one-time filings and events. There was approximately $300K in transactional costs in each of the quarters being compared. |
● | Other income and expense: Other income and expense items relate to financing costs and derivative valuations at fair market value (“FMV”) of various instruments. |
| a. | Interest expense: The interest expense in Q2-2026 was $1.5 million lower year-over-year due to the retirement of the senior debt on September 9, 2025, and the reduction of private loans and convertible notes across the year. |
| b. | Derivative liability valuations: A net $180K of income from derivative valuations of financial instruments in Q2-2026 was recognized compared to net expense of $850K in Q1-2026 and net expense of $610K in Q2-2025. |
Outlook for the remainder of the year: The Company believes it can continue to deliver stable production from its two core properties. The first two San Andres horizontal wells in which the Company maintains a 35% working interest have commenced initial flowback operations and frac-load recovery with all permanent production facilities installed and operational. As operations progress and sufficient production data becomes available, meaningful milestones and associated interpretations can be communicated to stakeholders in due course, following appropriate technical evaluation and coordination between the working interest parties. No production from the SJU or from the horizontal development program in the GJF is hedged.
Balance Sheet Highlights Table
| | Jun 2026 | | | Mar 2026 | | | Change | |
|||
Cash and cash equivalents | | | 691,672 | | | | 129,772 | | | | 561,900 | |
Accounts receivable | | | 2,373,601 | | | | 2,407,047 | | | | (33,446 | ) |
Prepaid and other current | | | 1,364,636 | | | | 1,201,868 | | | | 162,768 | |
Oil & gas properties | | | 83,994,647 | | | | 85,113,367 | | | | (1,118,720 | ) |
Other non-current assets | | | 1,891,348 | | | | 1,891,348 | | | | - | |
Total assets | | | 90,315,904 | | | | 90,743,402 | | | | (427,498 | ) |
| | | | | | | | | | | | |
Accounts payable & accrued | | | 22,981,671 | | | | 21,771,228 | | | | (1,210,443 | ) |
Debt (current & long-term) | | | 9,003,786 | | | | 7,379,383 | | | | (1,624,403 | ) |
Derivatives (various) | | | 4,223,137 | | | | 6,661,369 | | | | 2,438,232 | |
Deferred tax liability | | | 2,711,415 | | | | 3,287,278 | | | | 575,863 | |
Other liabilities | | | 2,020,686 | | | | 1,987,821 | | | | (32,865 | ) |
Total liabilities | | | 40,940,695 | | | | 41,087,079 | | | | 146,384 | |
Equity attributable to EON | | | 49,375,208 | | | | 49,656,323 | | | | 281,115 | |
Total equity and liabilities | | | 90,315,904 | | | | 90,743,402 | | | | (427,498 | ) |
● | Cash: The cash balance increased from $130K in March 2026 to $692K at the end of June. Based on current projections, the Company expects to increase the cash balance further in the third quarter. |
● | Payables and Accrued Liabilities: The increase in payables and accrued liabilities is due to interest accruals for conversion of deferred compensation to notes, potential bonus accruals, and increase in activities for field development. |
● | Debt: The increase in debt is primarily due to a convertible note funded in April 2026. |
● | Derivative Liabilities: The derivative liability for non-cash hedging decreased due to the decline in oil prices at the end of June 2026 compared to March 2026, which served as an offset to the revenue impact for the quarter. |
Required disclosure regarding our filings
As required by Sections 402 and 1009(e) of the NYSE American, the Company discloses that the filings for the 2025 10-K and the 10-Q for the first and second quarters were late, and not in compliance with NYSE American continued listing standards. The NYSE extended the cure deadline from October 15, 2026 to November 23, 2026. The Company has met the deadlines by filing its 2025 10-K and the 10-Qs for both of the first two quarters of 2026.
About EON Resources Inc.
EON is an independent upstream energy company focused on maximizing total returns to shareholders through the development of onshore oil and natural gas properties. EON’s Class A Common Stock trades on the NYSE American under “EONR,” and its public warrants trade under “EONR WS.” Its Permian Basin portfolio includes GJF and SJU in New Mexico. For more information on the Company, please visit the EON website.
Two Permian Basin Assets, Multiple Development Horizons
Grayburg-Jackson Field (GJF): 13,700 contiguous leasehold acres in Eddy County, New Mexico, with stacked pay zones and almost 1 billion barrels of estimated original oil in place, of which less than 7% has been produced to date. The San Andres horizontal development program commenced in August 2026.
South Justis Unit (SJU): 5,360 contiguous acres in Lea County, New Mexico, with approximately 207 million barrels of original oil in place. EON’s geologic and reservoir work on the Blinebry zone indicates development potential that management believes is similar in character to the opportunity identified in the GJF.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as "expects," "believes," "anticipates," "intends," "estimates," "seeks," "may," "might," "plan," "possible," "should" and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect the Company's management's current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time with the Securities and Exchange Commission (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether because of new information, future events or otherwise.
Investor Relations
Michael J. Porter, President
PORTER, LEVAY & ROSE, INC.
mike@plrinvest.com
Exhibit 99.2
EON Resources Inc. Announces 2nd Quarter 2026 Earnings Call to be held Wednesday, October 28, 2026
Management Will Be Discussing Its Financial Results, Accomplishments and Plans for the Remainder of 2026
HOUSTON, TX / ACCESS Newswire / October 23, 2026 / EON Resources Inc. (NYSE American:EONR) ("EON" or the "Company") is an independent upstream energy company with 20,000 leasehold acres comprised of two fields and 700 total producing and injection wells which it operates with 1,000 barrels a day of oil produced in the Permian Basin in southeast New Mexico. The Company filed its 10-Q for Q2 2026 yesterday, Thursday, October 22, 2026. Today, the Company announced it will hold a Webcast (audio with presenters and slides) and teleconference call on Wednesday, October 28, 2026, at 10:30 am Eastern Time to review EON's financial results for the second quarter/six months ended June 30, 2026. Management will also report on operations and conduct a Q&A session.
Dante Caravaggio, President and CEO of EON, will chair the call. Mitchell B. Trotter, CFO, and Jesse Allen, Vice President of Operations, will also speak with shareholders and answer questions.
To listen to a live broadcast: An audio Webcast of the conference call will be available within two hours of the call on October 28, 2026. To listen to a live broadcast, visit the website at least 15 minutes prior to the scheduled start to register, download and install any necessary software.
Earnings Call deck: The earnings call deck will be posted to the Company's website prior to the earnings call.
Earnings Call Webpage (information, webcast, telephone access, and replay): EON Events
Webcast URL: https://www.webcaster5.com/Webcast/Page/2999/54721- (Replay expires Thursday, October 28, 2027)
Telephone access:
Toll Free: 877-545-0523
International: 973-528-0016
Participant Access Code: 953643#
Teleconference Replay Number (Expires Wednesday, November 11, 2026):
Toll Free: 877-481-4010
International: 919-882-2331
Replay Passcode: 54721
About EON Resources Inc.
EON is an independent upstream energy company focused on maximizing total returns to its shareholders through the development of onshore oil and natural gas properties in a diversified portfolio of long-life producing oil and natural gas properties and other energy holdings. EON's approach is to build through acquisition and through selective development of its properties. Class A Common Stock of EON trades on the NYSE American Stock Exchange under the symbol of "EONR" and the Company's public warrants trade under the symbol of "EONRWS". For more information on the Company, please visit the EON website.
About the Grayburg-Jackson Field Property
Our Grayburg-Jackson Field ("GJF") is located on the Northwest Shelf of the Permian Basin in Eddy County, New Mexico. The GJF comprises of 13,700 contiguous leasehold acres where the leasehold rights include the Seven Rivers, Queen, Grayburg and San Andres intervals that range from as shallow as 1,500 feet to 4,000 feet in depth. The San Andres horizontal development program commenced in August 2026. More information on the property can be located on the Grayburg-Jackson Field page of our website.
About the South Justis Field Property
The South Justis Field ("SJF") is a carbonate reservoir similar to the rest of the Permian, and is located in Lea County, New Mexico approximately 100 miles from the GJF. The SJF is comprised of 5,360 contiguous acres containing 208 total producing and injection wells with well spacing of 50 acres. The producing formations include the Glorietta, Blinebry, Tubb, Drinkard and Fusselman intervals that range from 5,000 feet to 7,000 feet in depth. The original-oil-in-place ("OOIP") is approximately 207 million barrels of oil. More information on the property can be located on the South Justis Field page of our website.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as "expects," "believes," "anticipates," "intends," "estimates," "seeks," "may," "might," "plan," "possible," "should" and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect the Company's management's current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time with the Securities and Exchange Commission (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether because of new information, future events or otherwise.
Investor Relations
Michael J. Porter, President
PORTER, LEVAY & ROSE, INC.
mike@plrinvest.com
Exhibit 99.3
