EON Resources Inc 10-Q for FY2026 Q2

EON Resources Inc. (EONR)

10-Q 2026-10-22 For: 2026-06-30

Added on October 27, 2026

About this 10-Q

EON Resources Inc filed this 10-Q on October 22, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).

EON Resources Inc. reported a $6,465,179 net loss for the six months ended June 30, 2026. It had $691,672 cash and a $22,631,223 working capital deficit, raising substantial doubt about its ability to continue as a going concern. AI summary

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $6.49M; up 40.0% from $4.63M a year earlier
Net loss: $692.58K; compared with a net loss of $2.96M a year earlier

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Delaware		85-4359124
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3730 Kirby Drive, Suite 1200
Houston, TX		77098
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	EONR	NYSE American LLC
Warrants, each whole warrant exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per whole share	EONR.WS	NYSE American LLC

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

		Page
Part I. Financial Information		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	40
Item 4.	Controls and Procedures	40
Part II. Other Information		42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
Part III. Signatures		44

	June 30, 2026			December 31, 2025
	(Unaudited)
ASSETS
Cash and cash equivalents	$	691,672		$	375,036
Accounts receivable
Crude Oil and natural gas sales		2,341,573			1,405,032
Other		32,028			32,911
Short-term hedging derivative instrument asset		-			63,334
Prepaid expenses and other current assets		1,364,636			1,199,129
Total current assets		4,429,909			3,075,442
Crude oil and natural gas properties, successful efforts method:
Proved Properties		92,853,397			90,443,361
Accumulated depreciation, depletion, amortization		(8,878,750	)		(4,951,565	)
Total oil and natural gas properties, net		83,974,647			85,491,796
Other property, plant and equipment, net		20,000			20,000
Other noncurrent assets		1,891,348			1,891,348
TOTAL ASSETS	$	90,315,904		$	90,478,586

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	8,212,120		$	8,351,450
Accounts payable – related parties		294,720			107,782
Accrued liabilities and other		7,360,951			9,821,912
Revenue and royalties payable		7,113,880			5,028,415
Short-term hedging derivative instrument liabilities		938,285			-
Current portion of long term debt		2,703,338			1,617,337
Current portion of derivative liability		437,838			-
Total current liabilities		27,061,132			24,926,896
Long-term debt, net of current portion and discount		-			-
Related party notes payable, net of discount		3,746,454			200,000
Convertible note liability, net of discount and current portion		1,303,994			811,486
Convertible note liability, related party, net of discount and current portion		1,250,000			1,250,000
Derivative liability, net of current		931,109			407,366
Derivative liability, related party		1,803,000			2,309,000
Long-term hedging derivative instrument liabilities		112,905			-
Deferred tax liability		2,711,415			4,830,392
Asset retirement obligations		1,345,686			1,281,147
Other liabilities		675,000			675,000
Total for non-current liabilities		13,879,563			11,764,391
Total liabilities		40,940,695			36,691,287
Commitments and Contingencies
Redeemable common stock, $0.0001 par value; 400,000 shares outstanding subject to redemption at $15.00 per share as of June 30,2026 and December 31, 2025, respectively		800,000			800,000
Stockholders’ equity
Preferred stock, $0.0001 par value; 1,000,000 authorized shares, 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		-			-
Class A Common stock, $0.0001 par value; 100,000,000 authorized shares, 55,424,861 and 51,740,701 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		5,541			5,173
Class B Common stock, $0.0001 par value; 20,000,000 authorized shares, 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		-			-
Additional paid in capital		89,170,727			87,118,006
Accumulated (deficit)		(40,601,059	)		(34,135,880	)
Total stockholders’ equity		48,575,209			52,987,299
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	90,315,904		$	90,478,586

	Three Months Ended June 30						Six Months Ended June 30
	2026			2025			2026			2025
				(As restated) ⁽¹⁾						(As restated) ⁽¹⁾
Revenues
Crude oil		5,349,239			3,595,142			9,733,506			7,987,747
Natural gas and natural gas liquids		89,867			42,340			170,158			122,372
Gain (loss) on derivative instruments, net		948,001			889,479			(2,631,474	)		804,408
Other revenue		98,609			105,089			181,719			222,621
Total revenues		6,485,716			4,632,050			7,453,909			9,137,148
Expenses
Production taxes, transportation and processing		702,775			315,341			1,116,779			712,557
Lease operating		2,511,297			2,359,042			5,039,610			4,549,809
Depletion, depreciation and amortization		2,136,209			458,190			3,927,185			555,265
Accretion of asset retirement obligations		32,864			8,513			64,539			15,505
General and administrative		2,375,349			1,808,345			4,781,920			3,617,235
Total expenses		7,758,494			4,949,431			14,930,033			9,450,371
Operating income (loss)		(1,272,778	)		(317,381	)		(7,476,124	)		(313,223	)
Other Income (expenses)
Change in fair value of warrant liability		-			10,030			-			(152,490	)
Change in fair value of convertible note liability		-			(1,931	)		-			(131,677	)
Change in fair value of derivative liabilities		348,821			(755,558	)		(89,816	)		(885,279	)
Change in fair value of derivative liabilities, related party		435,000			449,000			506,000			562,000
Gain (Loss) on extinguishment of liabilities		-			(914,518	)		-			(1,306,337	)
Amortization of debt discount		(607,562	)		(332,447	)		(1,093,830	)		(669,817	)
Interest expense		(175,618	)		(1,649,656	)		(435,999	)		(3,393,902	)
Interest income		3,283			22,353			5,206			39,028
Other Income (expense)		-			-			-			201
Total other income (expenses)		3,924			(3,172,727	)		(1,108,439	)		(5,938,273	)
Loss before income taxes		(1,268,854	)		(3,490,108	)		(8,584,563	)		(6,251,496	)
Income tax benefit		576,270			534,259			2,119,384			1,239,128
Net loss		(692,584	)		(2,955,849	)		(6,465,179	)		(5,012,368	)
Net loss attributable to noncontrolling interests		-			-			-			28,535
Net income (loss) attributable to EON Resources, Inc.	$	(692,584	)	$	(2,955,849	)	$	(6,465,179	)	$	(4,983,833	)

Weighted average share outstanding, common stock – basic and diluted		55,424,861			22,575,043			54,766,929			18,809,177

Net income (loss) per share of common stock – basic and diluted	$	(0.01	)	$	(0.13	)	$	(0.12	)	$	(0.26	)

																Total
																Stockholders’
	*Class A*				*Class B*						*Additional*					(Deficit) Equity Attributable to EON						Total Stockholders’
	*Common Stock*				*Common Stock*						*Paid-In*		*Accumulated*			*Resources*			*Noncontrolling*			*(Deficit)*
	*Shares*		*Amount*		*Shares*			*Amount*			*Capital*		*Deficit*			*Inc.*			*Interest*			*Equity*

Balance – December 31, 2025		51,740,701	$	5,173		-		$	-		$	87,118,006	$	(34,135,880	)	$	52,987,299		$	-		$	52,987,299

Share-based compensation		353,334		35		-			-			271,906		-			271,941			-			271,941
Shares issued for conversion of note payables		3,330,826		333		-			-			1,111,930		-			1,112,263			-			1,112,263
Derivative liability conversion to common stock		-		-		-			-			257,415		-			257,415			-			257,415
Net loss		-		-		-			-			-		(5,772,595	)		(5,772,595	)		-			(5,772,595	)
Balance – March 31, 2026		55,424,861	$	5,541		-		$	-		$	88,759,257	$	(39,908,475	)	$	48,856,323		$	-		$	48,856,323


Share-based compensation		-		-		-			-			411,470		-			411,470			-			411,470
Shares issued for conversion of note payables		-		-		-			-			-		-			-			-			-
Net loss		-		-		-			-			-		(692,584	)		(692,584	)		-			(692,584	)
Balance – June 30, 2026		55,424,861	$	5,541		-		$	-		$	89,170,727	$	(40,601,059	)	$	48,575,209		$	-		$	48,575,209

Balance – December 31, 2024 (As restated)⁽¹⁾		9,923,205	$	992		500,000		$	50		$	30,512,043	$	(26,669,798	)	$	3,843,287		$	20,426,184		$	24,269,471

Share-based compensation		325,457		33		-			-			368,060		-			368,093			-			368,093
Shares issued under equity line of credit		4,770,000		477		-			-			4,341,055		-			4,341,532			-			4,341,532
Shares issued for conversion of note payables		1,954,514		195		-			-			1,786,046		-			1,786,241			-			1,786,241
Shares issued to settle accounts payable		45,050		5		-			-			45,045		-			45,050			-			45,050
Derivative liability conversion to common stock		-		-		-			-			397,188		-			397,188			-			397,188
Class B exchanged for Class A		500,000		50		(500,000	)		(50	)		3,385,000		-			3,385,000			(3,385,000	)		-
Net Loss		-		-								-		(2,027,984	)		(2,027,984	)		(28,535	)		(2,056,519	)
Balance – March 31, 2025 (As restated)⁽¹⁾		17,518,226		1,752		-			-			40,834,437		(28,697,782	)		12,138,407			17,012,649			29,151,056

Share-based compensation		328,800		33		-			-			237,652		-			237,685			-			237,685
Share issued under equity line of credit		6,000,000		600		-			-			2,682,200		-			2,682,800			-			2,682,800
Shares issued for conversion of note payables		7,999,466		800		-			-			2,763,387		-			2,764,187			-			2,764,187
Shares issued to settle accounts payable		98,615		10		-			-			49,298		-			49,308			-			49,308
Shares issued for acquisition of oil and gas leases		1,000,000		100		-			-			547,500		-			547,600			-			547,600
Shares issued for acquisition of oil and gas equipment		1,000,000		100		-			-			547,500		-			547,600			-			547,600
Derivative liability conversion to common stock		-		-		-			-			1,365,447		-			1,365,447			-			1,365,447
Net loss		-		-		-			-			-		(2,955,849	)		(2,955,849	)		-			(2,955,849	)
Balance – June 30, 2025 (As restated)⁽¹⁾		33,945,107	$	3,395		-		$	-		$	49,027,421	$	(31,653,631	)	$	17,377,185		$	17,012,649		$	34,389,834

	Six Months Ended June 30, 2026			Six Months Ended June 30, 2025 (As Restated) ⁽¹⁾
Operating activities:
Net loss	$	(6,465,179	)	$	(5,012,368	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion, and amortization expense		3,927,185			555,265
Accretion of asset retirement obligations		64,539			15,505
Equity-based compensation		683,411			605,778
Deferred income tax benefit		(2,119,384)			(1,239,128	)
Amortization of debt issuance costs		1,093,830			669,817
(Gain) loss on extinguishment of liabilities		-			1,306,337
Change in fair value of unsettled derivatives		1,114,524			(567,917	)
Change in fair value of convertible note liability		-			131,677
Change in fair value of warrant liability		-			152,490
Change in fair value of derivative liabilities		89,816			885,279
Change in fair value of derivative liabilities – related parties		(506,000	)		(562,000	)
Changes in operating assets and liabilities:
Accounts receivable		(935,658	)		55,685
Prepaid expenses and other assets		(165,100	)		(502,754	)
Purchase of plugging and abandonment insurance bonds		-			(213,750	)
Accounts payable		123,880			(2,042,872	)
Accounts payable, related parties		186,938			(144,285	)
Accrued liabilities and other		1,032,756			1,809,667
Royalties payable		2,085,465			1,780,300
Royalties payable, related party		-			20,325
Net cash provided by (used in) operating activities		211,023			(2,296,949	)
Investing activities:
Development of crude oil and gas properties		(2,493,246	)		(2,138,532	)
Purchases of other equipment		-			-
Net cash used in investing activities		(2,493,246	)		(2,138,532	)
Financing activities:
Repayments of long-term debt		-			(2,309,681	)
Proceeds from short-term notes payable		1,472,500			1,098,048
Repayment of short-term notes payable		(1,793,641	)		(1,287,805	)
Proceeds from issuance of convertible notes payable		2,820,000			-
Proceeds from related party loans		100,000			-
Proceeds from sale of common stock		-			7,024,332
Net cash provided by financing activities		2,598,859			4,524,894

Net change in cash and cash equivalents		316,636			89,413
Cash and cash equivalents at beginning of period		375,036			2,971,558
Cash and cash equivalents at end of period	$	691,672		$	3,060,971

Cash paid during the period for:
Interest on debt	$	339,416		$	2,211,614
Income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:

Derivative liability added as debt discount on issuance of new convertible notes payable	$	1,129,180		$	-
Conversion of deferred wages to notes payable	$	3,446,454		$	-
Shares issued for conversion of notes payable and accrued interest	$	1,112,263		$	4,550,428
Derivative liability converted to common stock	$	257,415		$	1,762,635
Accrued purchases of property and equipment	$	83,210		$	761,989
Shares issued for acquisition of O&G lease	$	-		$	547,600
Shares issued for acquisition of O&G equipment	$	-		$	547,600
Establishment of ARO liability for new lease	$	-		$	130,076
Exchange of Class B Units for Class A Common stock	$	-		$	3,385,000

	3 Months Ended June 30				6 Months Ended June 30
	2026		2025		2026		2025
Class A Common Stock warrants		8,047,500		8,047,500		8,047,500		8,047,500
Convertible notes payable		14,891,979		9,302,326		14,891,979		9,302,326
Class A Common Stock options		1,376,804		235,000		1,376,804		235,000
Class A Common Restricted stock units		608,234		254,666		608,234		254,666
Total		24,924,517		17,839,492		24,924,517		17,839,492

	June 30,			December 31,
	2026			2025
Leasehold cost	$	75,874,552		$	75,874,552
Intangibles		11,526,062			9,542,668
Lease and well equipment		4,374,113			3,947,471
Capitalized asset retirement obligation		1,078,670			1,078,670
Total oil and gas properties, successful efforts method		92,853,397			90,443,361
Accumulated depletion		(8,878,750	)		(4,951,565	)
Oil and gas properties, net	$	83,974,647		$	85,491,796

Commodity Swaps
			Weighted
	*Volume*		*Average*
Period	*(Bbls/month)*		*price ($/Bbl)*
Q3 2026		15,000	$	61.90
Q4 2026		15,000	$	61.53
Q1-Q4 2027		15,000	$	63.87

	As of June 30, 2026
	Gross fair value			Amounts netted			Net fair value
Commodity derivatives:
Short-term derivative asset	$	154,654		$	(154,654	)	$	-
Long-term derivative asset		194,775			(194,775	)		-
Short-term derivative liability		(1,127,659	)		189,374			(938,285	)
Long-term derivative liability		(272,960	)		160,055			(112,905	)
Total derivative liability		(1,051,190	)		-		$	(1,051,190	)

	As of December 31, 2025
	Gross fair value		Amounts netted		Net fair value
Commodity derivatives:
Short-term derivative asset	$	63,334	$	-	$	63,334
Total derivative asset					$	63,334

	June 30, 2026			December 31, 2025
Merchant Cash Advances	$	2,337,036		$	2,023,177
Convertible Notes Payable		3,000,000			1,065,000
Convertible Notes Payable, related parties		1,250,000			1,250,000
Private Notes Payable, related party		3,746,454			200,000
Total		10,333,490			4,538,177
Less: unamortized financing cost		(1,329,704	)		(659,354	)
Less: current portion including unamortized financing cost		(2,703,338	)		(1,617,337	)
Long-term debt, net of current portion	$	6,300,448		$	2,261,486

	2026
Volatility		83.91	%
Expected life (years)		6.0
Risk-free interest rate		3.97	%
Dividend rate		-	%

	Options		Weighted- Average Exercise Price Per Share
Outstanding, December 31, 2025		235,000	$	2.02
Granted		1,141,804	$	0.61
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding and expected to vest, June 30, 2026		1,376,804	$	0.85

		Outstanding						Exercisable
Exercise Price Range		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	2.02		235,000	$	2.02		7.70		156,667	$	2.02
$	0.61		1,141,804	$	0.61		9.72		-		0.61
			1,376,804	$	0.85		9.38		156,667	$	2.02

	Warrants		Weighted- Average Exercise Price Per Share
Outstanding, December 31, 2025		10,330,000	$	10.25
Granted		-	$	-
Exercised			$	-
Cancelled		-	$	-
Expired		-	$	-
Outstanding and expected to vest, June 30, 2026		10,330,000	$	10.25

Twelve months ended:
June 30, 2027	$	3,537,036
June 30, 2028		3,050,000
June 30, 2029		300,000
June 30, 2030		3,446,454
Total	$	10,333,490

	June 30, 2026				Issuance Dates

Term, in years		0.50	-	1.58		0.91	-	1.50
Expected volatility			132.9%			105.6	-	123.9%
Risk-free interest rate		3.90	-	3.99%		3.45	-	3.65%
Expected dividend yield			0.0%				0.0%
Continuous discount rate		21.17	-	21.92%		14.21	-	16.85%
Discount factor		0.72	-	0.98		0.81	-	0.96

Derivative liability as of December 31, 2025	$	407,366
Value of derivative upon issuance of White Lion Notes		1,129,180
Value of derivative settled upon conversion of notes		(257,415	)
Change in fair value of derivative liability		89,816
Derivative liability as of June 30, 2026	$	1,368,947

Condensed Consolidated Statements of Operations	Three Months Ended June 30, 2025
	As Reported			Adjustments			As Restated
Revenues
Crude oil	$	3,520,740		$	74,402		$	3,595,142
Natural gas and natural gas liquids		67,840			(25,500	)		42,340
Total revenues		4,583,148			48,902			4,632,050

Expenses
Production taxes, transportation and processing		302,850			12,491			315,341
Lease operating		1,993,454			365,588			2,359,042
Accretion of asset retirement obligations		95,322			(86,809	)		8,513
General and administrative		1,941,044			(132,699	)		1,808,345
Total expenses		4,790,860			158,571			4,949,431
Operating income (loss)		(207,712	)		(109,669	)		(317,381	)
Gain on extinguishment of liabilities		207,307			(1,121,825	)		(914,518	)
Change in fair value of derivative liabilities		-			(755,558	)		(755,558	)
Change in fair value of derivative liabilities - related party		-			449,000			449,000
Interest expense		(1,678,538	)		28,882			(1,649,656	)
Other income		281,715			(281,715	)		-
Total other income (expense)		(1,491,511	)		(1,681,216	)		(3,172,727	)
Income (loss) before income taxes		(1,699,223	)		(1,790,885	)		(3,490,108	)
Income tax (provision) benefit		398,744			135,515			534,259
Net income (loss)		(1,300,479	)		(1,655,370	)		(2,955,849	)
Net income (loss) attributable to NCI		-			-			-
Net income (loss) attributable to Eon Resources, Inc.	$	(1,300,479	)	$	(1,655,370	)	$	(2,955,849	)

Weighted average share outstanding, common stock - basic and diluted		22,575,043			-			22,575,043
Net income (loss) per share of common stock – basic and diluted	$	(0.06	)	$	(0.07	)	$	(0.13	)

Condensed Consolidated Statements of Operations	Six Months Ended June 30, 2025
	As Reported			Adjustments			As Restated
Revenues
Crude oil		7,913,345			74,402			7,987,747
Natural gas and natural gas liquids	$	207,372		$	(85,000	)	$	122,372
Total revenues		9,147,746			(10,598	)		9,137,148

Expenses
Production taxes, transportation and processing		700,066			12,491			712,557
Lease operating		3,914,775			635,034			4,549,809
Accretion of asset retirement obligations		251,538			(236,033	)		15,505
General and administrative		4,025,589			(408,354	)		3,617,235
Total expenses		9,447,233			3,138			9,450,371
Operating income (loss)		(299,487	)		(13,736	)		(313,223	)
Gain on extinguishment of liabilities		299,601			(1,605,938	)		(1,306,337	)
Change in fair value of derivative liabilities		-			(885,279	)		(885,279	)
Change in fair value of derivative liabilities - related party		-			562,000			562,000
Interest expense		(3,422,784	)		28,882			(3,393,902	)
Other income		295,342			(295,141	)		201
Total other income (expense)		(3,742,797	)		(2,195,476	)		(5,938,273	)
Income (loss) before income taxes		(4,042,284	)		(2,209,212	)		(6,251,496	)
Income tax (provision) benefit		1,169,129			69,999			1,239,128
Net income (loss)		(2,873,155	)		(2,139,213	)		(5,012,368	)
Net income (loss) attributable to NCI		-			28,535			28,535
Net income (loss) attributable to Eon Resources, Inc.	$	(2,873,155	)	$	(2,110,678	)	$	(4,983,833	)

Weighted average share outstanding, common stock - basic and diluted		18,809,177			-			18,809,177
Net income (loss) per share of common stock – basic and diluted	$	(0.15	)	$	(0.11	)	$	(0.26	)

Condensed Consolidated Balance Sheet	As of June 30, 2025
	As Reported			Adjustment			As Restated

Accounts receivable - Crude Oil and natural gas sales	$	1,433,262		$	74,402		$	1,507,664
Prepaid expenses and other current assets		488,183			861,056			1,349,239
Total current assets		5,875,645			935,458			6,811,103
Crude oil and natural gas properties, successful efforts method:
Proved Properties		103,382,842			(1,043,485	)		102,339,357
Total oil and natural gas properties, net		100,068,351			(1,043,485	)		99,024,866
Other noncurrent asset		-			213,750			213,750
Total Assets	$	105,963,996		$	105,723		$	106,069,719

Accounts payable	$	6,279,528		$	(357,729	)	$	5,921,799
Accrued liabilities and other		9,118,446			442,584			9,561,030
Royalties payable		4,434,575			536,896			4,971,471
Total current liabilities		27,607,625			621,751			28,229,376
Asset retirement obligations		1,430,899			(236,033	)		1,194,866
Deferred tax liability		1,523,603			(69,999	)		1,453,604
Derivative liabilities		-			728,582			728,582
Derivative liabilities, related parties		-			2,088,000			2,088,000
Total for non-current liabilities		40,139,959			2,510,550			42,650,509
Total liabilities		67,747,584			3,132,301			70,879,885

Redeemable common stock		-			800,000			800,000

Class A Common Stock		3,435			(40	)		3,395
Additional paid in capital		48,064,746			962,675			49,027,421
Accumulated deficit		(31,072,183	)		(581,448	)		(31,653,631	)
Total stockholders’ deficit attributable to EON Resources, Inc.		16,995,998			381,187			17,377,185
Noncontrolling Interest		21,220,414			(4,207,765	)		17,012,649
Total Stockholders’ Equity		38,216,412			(3,826,578	)		34,389,834
Total Liabilities, Mezzanine Equity and Stockholders Equity	$	105,963,996		$	105,723		$	106,069,719

																			Total
																			Stockholders'
	Class A						Class B						Additional						(Deficit) Equity						Total
	Common Stock						Common Stock						Paid In			Accumulated			Attributable to			Noncontrolling			Stockholders'
As previously reported	Shares			Amount			Shares			Amount			Capital			deficit			EON Resources Inc.			Interest			(Deficit) Equity
Balance -December 31, 2024		10,323,205		$	1,032			500,000		$	50		$	31,312,003		$	(28,199,028	)	$	3,114,057		$	24,605,414		$	27,719,471
Share-based compensation		325,457			33			-			-			368,060			-			368,093			-			368,093
Shares issued under equity line of credit		4,770,000			477			-			-			4,341,055			-			4,341,532			-			4,341,532
Shares issued for conversion of note payables		1,954,514			195			-			-			1,786,046			-			1,786,241			-			1,786,241
Shares issued to settle accounts payable		45,050			5			-			-			45,045			-			45,050			-			45,050
Class B exchanged for Class A		500,000			50			(500,000	)		(50	)		3,385,000			-			3,385,000			(3,385,000	)		-
Net loss		-			-			-			-			-			(1,752,231	)		(1,752,231	)		-			(1,752,231	)
Balance - March 31, 2025		17,918,226			1,792			-			-			41,237,209			(29,951,259	)		11,287,742			21,220,414			32,508,156

Share based compensation		328,800			33			-			-			237,652			-			237,685			-			237,685
Shares issued under equity line of credit		6,000,000			600			-			-			2,682,200			-			2,682,800			-			2,682,800
Shares issued for conversion of notes payable		7,999,466			800			-			-			2,763,387			-			2,764,187			-			2,764,187
Shares issued to settle accounts payable		98,615			10			-			-			49,298			-			49,308			-			49,308
Shares issued for acquisition of oil and gas leases		1,000,000			100			-			-			547,500			-			547,600			-			547,600
Shares issued for acquisition of oil and gas equipment		1,000,000			100			-			-			547,500			-			547,600			-			547,600
Net loss		-			-			-			-						(1,300,479	)		(1,300,479	)		-			(1,300,479	)
Balance - June 30, 2025		34,345,107		$	3,435			-		$	-		$	48,064,746		$	(31,251,738	)	$	16,816,443		$	21,220,414		$	38,036,857

Restatement impacts
Balance - December 31, 2024 (a)		(400,000	)	$	(40	)		-		$	-		$	(799,960	)	$	1,529,230		$	729,230		$	(4,179,230	)	$	(3,450,000	)
Derivative liability conversion to common stock		-			-			-			-			397,188			-			397,188			-			397,188
Net loss		-			-			-			-			-			(275,753	)		(275,753	)		(28,535	)		(304,288	)
Balance - March 31, 2025		(400,000	)		(40	)		-			-			(402,772	)		1,253,477			850,665			(4,207,765	)		(3,357,100	)
Derivative liability conversion to common stock		-			-			-			-			1,365,447			-			1,365,447			-			1,365,447
Net loss		-			-			-			-						(1,655,370	)		(1,655,370	)		-			(1,655,370	)
Balance - June 30, 2025		(400,000	)	$	(40	)		-		$	-		$	962,675		$	(401,893	)	$	560,742		$	(4,207,765	)	$	(3,647,023	)

As restated
Balance -December 31, 2024	9,923,205	$	992	500,000		$	50		$	30,512,043	$	(26,669,798	)	$	3,843,287		$	20,426,184		$	24,269,471
Share-based compensation	325,457		33	-			-			368,060		-			368,093			-			368,093
Shares issued under equity line of credit	4,770,000		477	-			-			4,341,055		-			4,341,532			-			4,341,532
Shares issued for conversion of note payables	1,954,514		195	-			-			1,786,046		-			1,786,241			-			1,786,241
Shares issued to settle accounts payable	45,050		5	-			-			45,045		-			45,050			-			45,050
Derivative liability conversion to common stock	-		-	-			-			397,188		-			397,188			-			397,188
Class B exchanged for Class A	500,000		50	(500,000	)		(50	)		3,385,000		-			3,385,000			(3,385,000	)		-
Net loss	-		-	-			-			-		(2,027,984	)		(2,027,984	)		(28,535	)		(2,056,519	)
Balance - March 31, 2025	17,518,226		1,752	-			-			40,834,437		(28,697,782	)		12,138,407			17,012,649			29,151,056
Share based compensation	328,800		33	-			-			237,652		-			237,685			-			237,685
Shares issued under equity line of credit	6,000,000		600	-			-			2,682,200		-			2,682,800			-			2,682,800
Shares issued for conversion of notes payable	7,999,466		800	-			-			2,763,387		-			2,764,187			-			2,764,187
Shares issued to settle accounts payable	98,615		10	-			-			49,298		-			49,308			-			49,308
Shares issued for acquisition of oil and gas leases	1,000,000		100	-			-			547,500		-			547,600			-			547,600
Shares issued for acquisition of oil and gas equipment	1,000,000		100	-			-			547,500		-			547,600			-			547,600
Derivative liability conversion to common stock	-		-	-			-			1,365,447		-			1,365,447			-			1,365,447
Net loss	-		-	-			-					(2,955,849	)		(2,955,849	)		-			(2,955,849	)
Balance - June 30, 2025	33,945,107	$	3,395	-		$	-		$	49,027,421	$	(31,653,631	)	$	17,377,185		$	17,012,649		$	34,389,834

Condensed Consolidated Statement of Cash Flows	Six Months Ended June 30, 2025
Operating activities:	As Reported			Adjustment			As Restated
Net income	$	(2,873,155	)	$	(2,139,213	)	$	(5,012,368	)
Adjustments to reconcile net income to net cash provided by operating activities:
Accretion of asset retirement obligations		251,538			(236,033	)		15,505
Deferred income tax benefit		(1,169,130	)		(69,998	)		(1,239,128	)
Gain on extinguishment of liabilities		(299,601	)		1,605,938			1,306,337
Change in fair value of derivative liability		-			885,279			885,279
Change in fair value of derivative liability, related party		-			(562,000	)		(562,000	)
Changes in operating assets and liabilities:
Accounts receivable		130,087			(74,402	)		55,685
Prepaid expenses and other assets		(189,297	)		(313,457	)		(502,754	)
Purchase of plugging & abandonment insurance bonds		-			(213,750	)		(213,750	)
Accounts payable		(1,681,028	)		(361,844)			(2,042,872	)
Accrued liabilities and other		1,367,083			442,584			1,809,667
Royalties payable		1,243,404			536,896			1,780,300
Net cash used in operating activities		(1,796,949	)		(500,000)			(2,296,949	)
Investing activities:
Development of crude oil and gas properties		(2,638,532	)		500,000			(2,138,532	)
Net cash used in investing activities		(2,638,532	)		500,000			(2,138,532	)

Non Cash Investing/Financing
Accrued purchases of property and equipment		766,104			(4,115)			761,989

	●	the prices for oil and natural gas;

	●	the quantity of oil and natural gas production from our wells;

	●	changes in the fair value of the derivative instruments we use to reduce our exposure to fluctuations in the price of oil and natural gas;

	●	our ability to continue to identify and acquire high-quality acreage and development opportunities; and

	●	the level of our operating expenses.

	Six Months Ended June 30, 2026			Six Months Ended June 30, 2025
					(As restated) ⁽¹⁾
Net cash provided by (used in) operating activities	$	211,023		$	(2,296,949	)
Net cash (used in) investing activities		(2,493,246	)		(2,138,532	)
Net cash provided by financing activities		2,598,859			4,524,894
Net change in cash and cash equivalents	$	316,636		$	89,413
(1) As restated represents restatements previously disclosed in the Company's Form 10-K/A for the year ended December 31, 2025. See Note 11.

No.		Description of Exhibit
2.1		Purchase, Sale, Termination and Exchange Agreement by and among Company, OpCo, SPAC Subsidiary, HNRA Royalties, Pogo Royalty, CIC, DenCo, Pogo Management, and 4400dated February 10, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 13, 2025 and incorporated herein by reference).
3.1		Form of Second Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Current Report on form 8-K filed on August 30, 2023 and incorporated herein by reference).
3.2		Certificate of Amendment to Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on September 16, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 18, 2024 and incorporated herein by reference).
3.3		Amended and Restated Bylaws, effective September 17, 2024 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on September 18, 2024 and incorporated herein by reference).
3.4		Amendment No. 1 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on November 26, 2024).
10.1		Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 24, 2025)
10.2		Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 24, 2025)
31.1*		Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certifications of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certifications of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	EON Resources, Inc.

Date: October 22, 2026	By:	/s/ Dante Caravaggio
	Name:	Dante Caravaggio
	Title:	Chief Executive Officer

Date: October 22, 2026	By:	/s/ Mitchell B. Trotter
	Name:	Mitchell B. Trotter
	Title:	Chief Financial Officer

Date: October 22, 2026	By:	/s/ Dante Caravaggio
		Dante Caravaggio
		Chief Executive Officer
		(Principal Executive Officer)

Date: October 22, 2026	By:	/s/ Mitchell B. Trotter
		Mitchell B. Trotter
		Chief Financial Officer
		(Principal Financial Officer)