8-K - VIVK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2025

VIVAKOR, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-41286	26-2178141
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

5220 Spring Valley Rd., Ste. 500

Dallas, TX 75254

(Address of principal executive offices)

(469) 480-7175

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	VIVK	The Nasdaq Stock Market LLC <br><br>(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entry into a Material Agreement.

On November 25, 2025, the Company entered into a Debt Satisfaction and Preferred Stock Amendment Agreement (the “Series A Preferred Agreement”), under which the holders of the Company’s Series A Preferred Stock agreed to forgo their rights to the Series A Preferred Stock 6% annual dividend from April 30, 2026 to April 29, 2027 in exchange for the Company agreeing to amend the Series A Preferred Stock Certificate of Designation to add voting rights to the rights and preferences of the Series A Preferred Stock. In addition, James Ballengee, the Company’s Chief Executive Officer and a member of the Board of Directors, agreed to extinguish the $569,589.04 he is owed under a convertible promissory note as part of the Series A Preferred Agreement. As a result of the Series A Preferred Agreement, the holders of the Series A Preferred own approximately 96,731,000 votes on any matters properly presented to the Company’s shareholders, which equated to approximately 35% of the Company’s outstanding votes as of the date of the Series A Preferred Agreement. At the Company’s 2025 Annual Meeting of Stockholders held September 11, 2025, a majority of the Company’s stockholders approved a conversion of the Preferred Stock into Common Stock that exceeds 19.99% of the Company’s outstanding common stock if the Company’s Board of Directors and executive management elected to convert the Preferred Stock.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Series A Preferred Agreement and does not purport to be a complete description of the rights and obligations of the parties to the Series A Preferred Agreement, and such description is qualified in its entirety by reference to the full text of the Series A Preferred Agreement, a copy of which is filed herewith as Exhibit 10.1.

Item 3.02	Unregistered Sales of Equity Securities.

On November 26, 2025, we issued an aggregate of 3,616,310 shares of our restricted common stock for dividends owed on our Series A Preferred Stock for July 31, 2025 and October 31, 2025 to the holders of our Series A Preferred Stock. Of those shares, an aggregate of 1,889,590 shares were issued to Jorgan Development, LLC and JBAH Holdings, LLC, entities controlled by James Ballengee, our Chief Executive Officer, or their assignees. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holders sophisticated investors and familiar with our operations.

On November 26, 2025, we issued 1,557,808 shares of our restricted common stock to a consultant under the terms of a Consulting Agreement. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holders sophisticated investors and familiar with our operations.

On November 26, 2025, we issued 82,500 shares of our restricted common stock to an investor as inducement shares under a previously disclosed Securities Purchase Agreement. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holders sophisticated investors and familiar with our operations.

Item 3.03	Material Modification to Rights of Security Holders.

As disclosed in Item 1.01 above, the Company filed an Amended and Restated Certificate of Designation for its Series A Preferred Stock to add voting rights to the rights and preferences of the Series A Preferred Stock. As a result of the amendment, the holders of the Series A Preferred own 96,731,000 votes on any matters properly presented to the Company’s shareholders, which equated to approximately 35% of the Company’s outstanding votes as of the date of the Series A Preferred Agreement. A copy of the Company’s Amended and Restated Certificate of Designation for its Series A Convertible Preferred Stock is attached hereto as Exhibit 3.1.

Item 9.01	Financial Statements and Exhibits.
Exhibit No.	Exhibit
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3.1	Amended and Restated Series A Convertible Preferred Stock Certificate of Designation
10.1	Debt Satisfaction and Preferred Stock Amendment Agreement
104	Cover Page Interactive Data File (formatted as Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIVAKOR, INC.
Dated: November 28, 2025	By:	/s/ James Ballengee
		Name:	James Ballengee
		Title:	Chairman, President, and CEO

Exhibit 3.1

Busines s Entit y - Filin g Acknowledgement 11/26/2025 Wor k Orde r Ite m Number: Filing Number: Filing Type: W2025112601801 - 4877533 20255337111 Amende d Certification of Stoc k Designatio n Afte r Issuance of Class/Series 11/26/2025 14:01:07 PM 11 Filing Date/Time: Filing Page(s): Indexed Entity Information: Entit y ID : E079947200 6 - 9 Entit y Status : Active Entity Name : VIVAKOR , INC. Expiratio n Date : None Commercial Registered Agent CAPITO L CORPORAT E SERVICES , INC. 716 N . Carson St . #B, Carson City, N V 89701, USA FRANCISC O V . AGUILAR Secretar y o f State STAT E OF NEVADA OFFIC E O F THE SECRETAR Y OF STATE C. MURPHY HEBERT Chie f Deput y Secretar y o f State DEANNA L. REYNOLDS Deput y Secretar y fo r Commercia l Recordings The attached document(s) wer e filed wit h the Nevad a Secretar y of State , Commercial Recording Division . The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V . AGUILAR Secretary of State Pag e 1 of 1 Commercial Recording 225 0 La s Vega s Blv d North Nort h Las Vegas , N V 89030 40 1 N . Carso n Street Carson City, N V 89701 1 Stat e o f Nevad a Way Las Vegas , N V 89119

FRANCISCO V. AGUILAR Secretar y o f State 40 1 Nort h Carso n Street Carso n City, Nevada 89701 - 4201 (775) 68 4 - 5708 Website : www.nvsos.gov www.nvsilverflume.gov Certificate , Amendmen t o r Withdrawa l o f Designation NR S 78.1955 , 78.1955(6) Certificat e o f Designation Certificat e o f Amendmen t t o Designation - Befor e Issuanc e o f Clas s or Series Certificat e o f Amendmen t t o Designation - Afte r Issuanc e o f Clas s or Series Certificat e o f Withdrawa l o f Certificat e o f Designation TYP E O R PRIN T - US E DAR K INK ONLY - D O NO T HIGHLIGHT This form must be accompanied by appropriate fees. page 1 o f 2 Revised : 1/1/2019 Nam e o f entity: VIVAKOR, INC. Entity o r Nevad a Business Identification Numbe r (NVID) : NV20061383583 1 . Entity information: Time: 11/26/2025 Fo r Certificat e o f Designatio n o r Date: 2. Effective date and time: Amendmen t t o Designatio n Only (Optional) : (mus t no t b e late r tha n 9 0 day s afte r th e certificat e i s filed) Th e clas s o r serie s o f stoc k bein g designate d withi n thi s filing: 3 . Clas s o r serie s of stock : (Certificate of Designatio n only) The origina l clas s o r serie s o f stoc k bein g amende d withi n this filing: Eac h outstandin g shar e o f Serie s A Preferre d Stoc k shal l b e entitle d t o vot e o n a n ” as converted” basis on all matters to which the holders of the Company ’ s Common Stock are entitle d o r require d t o vote , a s calculate d o n th e dat e o f th e vote . Holder s o f Serie s A Preferred Stoc k shal l b e entitle d t o notic e o f an y stockholde r meetin g i n accordanc e wit h th e Bylaw s of th e Corporation. 4 . Information for amendmen t of class o r serie s o f stock: Certificat e o f Amendmen t t o Designatio n - Befor e Issuanc e o f Clas s o r Series A s o f th e dat e o f thi s certificat e n o share s o f th e clas s o r serie s o f stoc k hav e bee n issued. 5 . Amendmen t of clas s o r serie s of stock : Certificat e o f Amendmen t to Designatio n - Afte r Issuanc e o f Clas s o r Series Th e amendmen t ha s bee n approve d b y th e vot e o f stockholder s holdin g share s i n th e corporation entitlin g the m t o exercis e a majorit y o f th e votin g power , o r suc h greate r proportio n o f th e voting powe r a s ma y b e require d b y th e article s o f incorporatio n o r th e certificat e o f designation. B y resolutio n o f the boar d o f director s pursuan t to a provisio n i n the article s o f incorporatio n this certificat e establishe s OR amend s the following regardin g the votin g powers , designations, preferences , limitations , restriction s an d relativ e right s o f the following class o r series o f stock.* 6.Resolution: (Certificat e o f Designation an d Amendmen t to Designatio n only) Designatio n bein g Dat e of Withdrawn : Designation: N o shares o f the class o r series o f stock bein g withdraw n ar e outstanding. The resolutio n o f the boar d o f director s authorizin g the withdrawa l o f the certificat e of designatio n establishin g th e clas s o r serie s o f stock : * 7 . Withdrawal: Busines s Number E0799472006 - 9 File d in the O f fic e of Secretar y o f State Stat e O f Nevada Filin g Number 20255337 11 1 File d On 1 1/26/2025 14:01:0 7 PM Numbe r o f Pages 11

8 . Signature : (Required) X Kimberly Hawley Signature o f Officer Date: 11/26/2025 FRANCISCO V. AGUILAR Secretar y o f State 40 1 Nort h Carso n Street Carso n City, Nevada 89701 - 4201 (775) 68 4 - 5708 Website : www.nvsos.gov www.nvsilverflume.gov Certificate , Amendmen t o r Withdrawa l o f Designation NR S 78.1955 , 78.1955(6) Certificat e o f Designation Certificat e o f Amendmen t t o Designation - Befor e Issuanc e o f Clas s or Series Certificat e o f Amendmen t t o Designation - Afte r Issuanc e o f Clas s or Series Certificat e o f Withdrawa l o f Certificat e o f Designation This form must be accompanied by appropriate fees. page 2 o f 2 Revised : 1/1/2019

Docusign Envelope ID: CE24DD5D - EC11 - 4A38 - BC09 - D6C024D90DC2 FRANCISCO V. AGUILAR Secretar y o f State 40 1 Nort h Carso n Street Carso n City , Nevad a 89701 - 4201 (775) 684 - 5708 Website : www.nvsos.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) Certificate of Designation Certificate of Amendment to Designation - Before Issuance of Class or Series Certificate of Amendmen t to Designation - After Issuance of Class or Series Certificate of Withdrawal of Certificate of Designation TYPE OR PRINT - US E DAR K IN K O NL Y - D O NO T HIGHLIGHT * A ttach additional page(s) if necessary This form must be accompanied by appropriate fees. Page 1 of 1 Revised: 8/1/2023 Name of entity: Vivakor, Inc. Entity or Nevada Business Identification Numbe r (NVID) : NV20061383583 1 . Entity information: For Certificate of Designation o r Date : Time: Amendment to Designation Only (Optional) : (mus t no t b e late r than 90 day s afte r the certificat e i s filed) 2. Effective dat e and time: The class or series of stock being designate d within this filing: 3 . Class or series of stock : (Certificate of Designation only) The original clas s o r serie s o f stoc k bein g amended within thi s filin g : Serie s A Convertibl e Preferre d Stock 4 . Information for amendment o f class o r series of stock: Certificate of Amendment to Designation - Before Issuance of Class or Series As of the date of this certificate no shares of the class or series of stock have been issued. 5 . Amendment of class or series of stock : Certificate of Amendment to Designation - After Issuance of Cla s s or Series The amendment has been approved by the vote of stockholders ho l ding shares in the corporation entitling them to exercise a majority of the voting power, or s uch greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation. By resolution of the board of directors pursuant to a provisio n in the article s of incorporation this certificate establishes OR amends the following regarding the v oting powers, designations, preferences, limitations, restrictions and relative rights of t he following class or series of stock. * Add s votin g right s o n a n “a s converted ” basi s (se e attached). 6 . Resolution: Certificat e o f Designation an d Amendmen t to Designatio n only) Designation being Date of Withdraw n: Designatio n: No shares of the class or series of stock being withdrawn are outstanding. The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: * 7 . Withdrawal: X Date : 11/26/2025 Signature of Officer 8 . Signature : (Required) Busines s Number E0799472006 - 9 File d in the O f fic e of Secretar y o f State Stat e O f Nevada Filin g Number 20255337 11 1 File d On 1 1/26/2025 14:01:0 7 PM Numbe r o f Pages 11

Vivakor, INC.

AMENDED AND RESTATED

CERTIFICATE OF DESIGNATIONS, PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES A CONVERTIBLE PREFERRED STOCK

PURSUANT TO NRS 78.1955

The undersigned, James Ballengee and Kimberly Hawley, do hereby certify that:

1.	They are the Chief Executive Officer and Secretary of Vivakor, Inc., a Nevada corporation (the “Company”).
2.	The Company is authorized to issue 15,000,000 shares of preferred stock, none of which have been issued.
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3.	The following resolutions were duly adopted by the board of directors of the Company (the “Board of Directors”):
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WHEREAS, the certificate of incorporation of the Company provides for a class of its authorized stock known as preferred stock, consisting of 15,000,000 shares, $0.001 par value per share, issuable from time to time in one or more series;

WHEREAS, the Company’s Board of Directors previously authorized five (5) series of preferred stock entitled Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock (the “Prior Preferred Stock”);

WHEREAS, all outstanding shares of the Prior Preferred Stock were converted into shares of the Company’s common stock, and on September 20, 2024, the Company filed a Certificate of Withdrawal with the State of Nevada Secretary of State to eliminate from the Company’s Articles of Incorporation all matters related to each series of Prior Preferred Stock such that the Prior Preferred Stock does not exist and is of no force or effect, and therefore returning all shares that were designated as Prior Preferred Stock to the status of authorized but unissued shares of preferred stock of the Company;

WHEREAS, the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any of them; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of, up to 150,000 shares of the preferred stock which the Company has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

TERMS OF PREFERRED STOCK

I. DESIGNATION AND AMOUNT; DIVIDENDS

A. Designation. The designation of said series of preferred stock shall be Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred”).

B. Number of Shares. The number of shares of Series A Preferred authorized shall be One Hundred Fifty Thousand (150,000) shares. Each share of Series A Preferred shall have a stated value equal to $1,000 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series A Stated Value”).

C. Certain Definitions. In addition to terms defined elsewhere in this Certificate of Designations, Preferences, Rights and Limitations, the following terms have the following meanings:

“Common Stock” means the Company’s common stock, par value $0.001 per share.

“Deemed Liquidation Event” shall mean (i) a merger or consolidation in which (x) the Company is a constituent party or (y) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the share capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (a) the surviving or resulting corporation; or (b) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all of the assets of the Company and its subsidiaries taken as a whole or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company; provided, however, that the Company’s transaction with Empire Diversified Energy, Inc., contemplated to occur in 2024, will not be a Deemed Liquidation Event.

“Holder” shall mean a holder of record of the Series A Preferred.

“Membership Interest Purchase Agreement” shall mean that certain Membership Interest Purchase Agreement dated as of March 21, 2024, by and among the Company, Jorgan Development**,**LLC, a Louisiana limited liability company, and JBAH Holdings, LLC, a Texas limited liability company, for the purchase and sale Endeavor Crude, LLC f/k/a Meridian Transport, LLC, a Texas limited liability company, et al.

“OriginalIssue Date” shall mean the date of the first issuance of any shares of the Series A Preferred regardless of the number of transfers of any particular shares of Series A Preferred and regardless of the number of certificates which may be issued to evidence such Series A Preferred.

“Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

“Transaction Documents” means this Certificate of Designation, the Membership Interest Purchase Agreement and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated pursuant to the Membership Interest Purchase Agreement.

“Underlying Shares” means the shares of Common Stock issued and issuable pursuant to the Transaction Documents, including upon conversion of the Series A Preferred and issued and issuable in lieu of the cash payment of dividends thereon in accordance with the terms of this Certificate of Designation.

D. Dividends.

(i) Quarterly Dividends. The Holders of shares of the Series A Preferred shall be entitled to receive dividends out of any assets legally available, to the extent permitted by Nevada law, at an annual rate equal to six percent (6%) of the Series A Stated Value of such shares of Series A Preferred, calculated on the basis of a 360 day year, consisting of twelve 30-day months, and shall accrue from the date of issuance of such shares of Series A Preferred, payable quarterly in the Common Stock, as the Company shall determine in its sole discretion, with the first such payment due on October 31, 2024; provided, however, that the Company shall not pay any dividends in Common Stock if it would cause the Holders to be directly or indirectly vested with forty-nine and 99/100 hundredths percent (49.99%) or more of all of the issued and outstanding Common Stock of the Company or without compliance with applicable sections of Nasdaq Listing Rule 5635. Any unpaid dividends shall accrue at the same rate. To the extent not paid on the last day of April, July, October and January of each calendar year, all dividends on any share of Series A Preferred shall accumulate whether or not declared by the Board and shall remain accumulated dividends until paid pursuant hereto. All accrued and unpaid dividends shall be paid upon a Liquidation Event pursuant to Section II, conversion pursuant to Section IIIA. - D or redemption pursuant to Section III.C. The Holders of the Series A Preferred may convert any such unpaid dividends into common stock of the Company, at the Conversion Price (defined below), and otherwise in accordance with the terms and conditions hereof.

(ii) Junior Stock Dividends. All accrued and accumulated dividends on the shares of Series A Preferred shall be paid prior and in preference to any dividend on any Junior Stock (as defined herein). The Company shall not declare or pay any cash dividends on, or make any other distributions with respect to or redeem, purchase or otherwise acquire for consideration, any shares of Junior Stock unless and until all accrued and unpaid dividends on the Series A Preferred Stock have been paid in full. In all events, Junior Stock dividends shall be subject to the restrictions set forth in Section II.A. below.

(iii) Partial Dividend Payments. Except as otherwise provided herein, if at any time the Company pays less than the total amount of dividends then accrued and accumulated with respect to the Series A Preferred, such payment shall be distributed pro rata among the Holders thereof based upon the aggregate accrued and accumulated but unpaid dividends on the shares of Series A Preferred held by each such Holder.

II. LIQUIDATION PREFERENCE

A. Preferential Payments to Holders of Series A Preferred. In the event of any liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event, either voluntary or involuntary, the Holders of record of shares of Series A Preferred shall be entitled to receive, immediately prior and in preference to any distribution to the holders of the Company’s other equity securities (including the Company’s Common Stock and any Junior Stock), a liquidation preference equal to the Series A Stated Value per share plus all accrued and accumulated but unpaid dividends, whether or not declared (the amount payable pursuant to this sentence is hereinafter referred to as the “Liquidation Preference Amount”). The payment of any Liquidation Preference Amount must be paid in like consideration, and in pro rata percentages, of what the Company receives in the liquidation event. As an example, if the Company receives $1,500,000 in cash and $500,000 in equity in a liquidation event, the payment of any Liquidation Preference Amount must be paid to the Holders in 75% cash and 25% in equity and then the holders of Junior Stock shall have the right to receive the same form of pro rata consideration as the Holders on a pro rata basis. If upon the occurrence of such event (a “Liquidation Event”) the assets and funds thus distributed among the Holders shall be insufficient to permit the payment to such Holders of the full Liquidation Preference Amounts due to the Holders of the Series A Preferred, then the entire assets and funds of the Company legally available for distribution shall be distributed among the Holders, pro rata, based on the Liquidation Preference Amounts to which such Holders are entitled and the Company shall not make or agree to make any payments to holders of any Junior Stock.

B. Notice of Liquidation Event. In the event of any Liquidation Event, the Company shall, within ten (10) days of the date the Board approves such action, or no later than twenty (20) days of any shareholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each Holder of shares of Series A Preferred written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the Holders of shares of Series A Preferred upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Company shall promptly give written notice to each Holder of such material change.

C. Other Distributions. Upon the completion of the distribution required by this Section, if assets remain in this Company, they shall be distributed to holders of Parity Securities (unless holders of Parity Securities have received distributions pursuant to this section) and Junior Stock in accordance with the Certificate of Incorporation, as amended.

III. CONVERSION

A. Forced Conversion. Subject to Section III.C, the Company shall have the right, subject to the conversion limitations set forth below, at any time after the Original Issue Date, and without payment of additional consideration, to convert the aggregate Series A Stated Value of such shares, as well as accrued and accumulated but unpaid declared dividends on the Series A Preferred (collectively the “Conversion Amount”) into fully paid and non-assessable shares of Common Stock of the Company (“Conversion Shares”). The “Conversion Price” of the Series A Preferred shall be $1.00 per share of Common Stock, subject to adjustment and except as otherwise set forth below. No fractional shares of Common Stock shall be issued upon conversion of Series A Preferred. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall round up to the nearest whole share. In connection with any conversion, the Holder shall surrender the certificate or certificates therefor, duly endorsed, to the principal office of the Company, after receiving written notice from the Company at least five (5) days prior to the date the Company desires to effect the conversion that the Company elects to convert the same, the number of shares of Series A Preferred to be converted and a calculation of the Conversion Price (with an advance copy of the certificate(s) and the notice by facsimile)(the “Conversion Notice”); provided, however, that the Company shall not be obligated to issue certificates evidencing shares of Common Stock issuable upon such conversion unless such shares of Series A Preferred are delivered to the Company as provided above, or the Holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company and its transfer agent to indemnify the Company from any loss incurred by it in connection with such certificates. Notice of conversion may be given by the Company at any time during the day up to 5:00 p.m. New York City time and such conversion shall be deemed to have been made five (5) days after the notice of conversion is sent by the Company to the Holder(s) and the shares of Common Stock issuable upon conversion of the specified shares of Series A Preferred shall be deemed to be outstanding of record as of such date. Within three (3) business days after the conversion date in the notice of conversion, the Company shall instruct the transfer agent to issue shares of its Common Stock and to forward the same to the Holder, or upon the election of the Holder, the Company shall transmitted the shares of Common Stock to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the shares to or resale of the shares by the Holder or (B) the shares are eligible for resale by the Holders without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the Holder. All shares of Common Stock issued hereunder by the Company shall be duly and validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. The Company shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series A Preferred pursuant to this Section III. The Holders do not have the right to force the conversion of the Series A Preferred Stock into common stock.

In case of conversion under this Section III of only a part of the shares of Series A Preferred represented by a certificate surrendered to the Company, the Company shall issue and deliver a new certificate for the number of shares of Series A Preferred which have not been converted, upon receipt of the original certificate or certificates representing shares of Series A Preferred so converted. Until such time as the certificate or certificates representing shares of Series A Preferred which have been converted are surrendered to the Company and a certificate or certificates representing the Common Stock into which such shares of Series A Preferred have been converted have been issued and delivered, the certificate or certificates representing the shares of Series A Preferred Stock which have been converted shall represent the shares of Common Stock into which such shares of Series A Preferred have been converted.

B. Adjustments. The Conversion Price shall be subject to adjustment from time to time as follows:

(i) Consolidation, Merger, Sale, Lease or Conveyance. In case of any consolidation or merger of the Company with or into another Company where the Company is not the surviving entity, or in case of any sale, lease or conveyance to another Company of all or substantially all the assets of the Company, each share of the Series A Preferred shall after the date of such consolidation, merger, sale, lease or conveyance be convertible into, in lieu of the number of shares of Common Stock which the Holders would otherwise have been entitled to receive, the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such consolidation, merger, sale, lease or conveyance) upon conversion of such share of the Series A Preferred would have been entitled upon such consolidation, merger, sale, lease or conveyance; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder of the shares of the Series A Preferred shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the conversion of the shares of the Series A Preferred. Notwithstanding the foregoing, if upon the occurrence of a Liquidation Event the Holder of shares of Series A Preferred receives the entire Liquidation Preference Amount either in cash or in shares of Common Stock pursuant to Section II above, the Conversion Price shall not be adjusted as a result of such Liquidation Event; provided that, the Conversion Price will continue to be subject to adjustment with respect to any subsequent events described in this Section III.B(i).

(ii) Stock Dividends, Subdivisions, Reclassification, or Combinations. If the Company shall (1) declare a dividend or make a distribution on its Common Stock in shares of its Common Stock, (2) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (3) combine or reclassify the outstanding Common Stock into a smaller number of shares, then in any such case, the Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination, or reclassification shall be proportionately adjusted so that the Holder of any shares of the Series A Preferred surrendered for conversion after such date shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or been entitled to receive had such Series A Preferred been converted immediately prior to such date on terms in effect as of such time. Successive adjustments in the Conversion Price shall be made whenever any event specified above shall occur. If the Company shall subdivide (by stock split, by payment of a stock dividend or otherwise) the outstanding shares of Series A Preferred, into a greater number of shares of Series A Preferred, the Conversion Price of the Series A Preferred in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding shares of Series A Preferred shall be combined (by reclassification or otherwise) into a lesser number of shares of Series A Preferred, the Conversion Price of the Series A Preferred in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

C. Conversion Limitations. In no event shall the Holder, or any future Holder, be entitled to convert any portion of the Series A Preferred without compliance with applicable sections of Nasdaq Listing Rule 5635. Additionally, in no event shall the Holder, or any future Holder, be entitled to convert any portion of the Series A Preferred in excess of that portion of the Series A Preferred upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series A Preferred or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion of exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of the Series A Preferred with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 49.99% of the issued and outstanding shares of Common Stock of the Company. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result in the issuance of more than 49.99% of the Common Stock of the Company. The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (61) days’ prior notice from the Holder to the Company to increase such percentage; provided, however, that such waiver will not be effective to the extent that it results in (i) such Holder beneficially owning more than 19.99% of the outstanding shares of Common Stock of the Company or (ii) in the mutually exclusive alternative, specifically with respect to James Ballengee, together with affiliates of James Ballengee, beneficially owning more than 49.99% of the outstanding shares of Common Stock of the Company.

D. Issuance Limitations. Further to the conversion limitations set forth in Section III C. above, if the Company has not obtained Shareholder Approval in accordance with Nasdaq Listing Rule 5635(d), then the Company may not issue, upon conversion of the Series A Preferred or payments in kind of dividends on the Series A Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date or dividend issuance date in connection with any conversion of or dividend payment in Common Stock on Series A Preferred issued pursuant to the Membership Interest Purchase Agreement would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Series A Preferred by (y) the aggregate Stated Value of all Series A Preferred issued on the Original Issue Date to all Holders.

IV. RANK

All shares of the Series A Preferred shall rank (i) senior to the Company’s Common Stock and any other class or series of capital stock of the Company hereafter created, the terms of which shall specifically provide that such class or series shall rank junior to the Series A Preferred (each of the securities in clause (i) collectively referred to as “Junior Stock”) and (ii) pari passu with any class or series of capital stock of the Company hereafter created and specifically ranking, by its terms, on par with the Series A Preferred (“Parity Securities”), in each case as to dividend distributions or distributions of assets upon liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event, whether voluntary or involuntary.

V. VOTING RIGHTS

Each outstanding share of Series A Preferred Stock shall be entitled to vote on an “as converted” basis on all matters to which the holders of the Company’s Common Stock are entitled or required to vote, as calculated on the date of the vote. Holders of Series A Preferred Stock shall be entitled to notice of any stockholder meeting in accordance with the Bylaws of the Corporation.

VI. MISCELLANEOUS

A. Status of Redeemed Stock. In case any shares of Series A Preferred shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of preferred stock, and shall no longer be designated as Series A Preferred Stock.

B. Lost or Stolen Certificates. Upon receipt by the Company of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Company, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Company shall execute and deliver new Preferred Stock Certificates.

C. Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the Holders granted hereunder may be waived as to all shares of Series A Preferred (and the Holders thereof) upon the unanimous written consent of the Holders.

D. Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.

If to the Company:

Vivakor, Inc.

5220 Spring Valley Road, Suite 500

Dallas, TX 75254

Attention: Kimberly Hawley, Secretary

If to the Holders, to the address listed in the Company’s books and records.

E. Amendment and Waiver. Notwithstanding any provision in the Certificate of Designation to the contrary, no provision contained in this Certificate of Designation may be amended, modified or waived except by an instrument in writing executed by the Company and all of the Holders of the shares of Series A Preferred then outstanding. Without limiting the generality of the foregoing, no amendment, modification or waiver of the terms or relative priorities of the Series A Preferred may be accomplished by the merger, consolidation or other transaction of the Company with another corporation or entity unless the Company has obtained the prior written consent of the Holders of 75% of the outstanding shares of Series A Preferred at such time, in accordance with Section V.B. hereof.”

VIVAKOR, INC.
By:	/s/ James H. Ballengee
Name:	James H. Ballengee
Title:	Chairman, President & CEO
By:	/s/ Kimberly Hawley
Name:	Kimberly Hawley
Title:	Secretary

Exhibit 10.1

DEBTSATISFACTION AND PREFERRED STOCK

AMENDMENT AGREEMENT

This Debt Satisfaction and Preferred Stock Amendment Agreement (this “Agreement”) is made and entered into effective as of the 25th day of November, 2025 (the “Effective Date”) by and between Vivakor, Inc., a Nevada corporation (the “Company”), the holders of the Company’s Series A Convertible Preferred Stock as identified on Exhibit A (the “Holders”), and Ballengee Holdings, LLC (the “Ballengee Holdings”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Holders currently own all the outstanding shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”);

WHEREAS, the Preferred Stock (i) earns a 6% annual dividend (the “Dividend”) based on the stated value of $1,000 per share (the “Stated Value”), payable in shares of the Company’s common stock (the “Common Stock”), (ii) is convertible into shares of Common Stock based on the Stated Value of the Preferred Stock and valuing shares of Common Stock at $1.00 per share, meaning the current Preferred Stock outstanding is convertible into 96,731,000 shares of Common Stock, and (iii) does not have voting rights, but would have 96,731,000 votes if converted into Common Stock;

WHEREAS, at the Company’s 2025 Annual Meeting of Stockholders held September 11, 2025, a majority of the Company’s stockholders approved a conversion of the Preferred Stock into Common Stock up to an amount that would exceed 19.99% of the Company’s outstanding common stock if the Company’s Board of Directors and executive management elected to convert the Preferred Stock;

WHEREAS, the Company desires to temporarily suspend the Dividend, but, in order to prevent dilution to its common stockholders, the Company wishes not to have the Preferred Stock converted into shares of Common Stock;

WHEREAS, Ballengee Holdings is controlled by James H. Ballengee, the Company’s Chief Executive Officer and member of the Board of Directors, and as of the Effective Date the Company currently owes Ballengee Holdings $569,589.04 under that certain Convertible Note dated July 2024 (the “Note”), which is convertible into shares of the Company’s common stock at the option of Ballengee Holdings;

WHEREAS, the Company is looking for ways to reduce its outstanding debt in order to improve its financial situation and assist the Company with the possibility of raising additional financing, while also seeking to facilitate modifying the Company’s capital structure to enable it to better satisfy its outstanding convertible obligations through the issuance of equity, while simultaneously limiting the issuance of additional shares of Common Stock;

WHEREAS, as of the Effective Date the Company has approximately 15,000,000 shares of unissued and unreserved Common Stock authorized for issuance and it has numerous other outstanding instruments that it may have to satisfy through the issuance of Common Stock;

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WHEREAS, the Company and the Purchaser believe it would be in the best interests of the Company, the Holders and the Company’s shareholders for the terms of the Preferred Stock to be amended [to grant voting rights on an as-converted basis] in exchange for suspension of the Dividend and in full satisfaction of the Note;

NOW, THEREFORE, the Parties hereby agree as follows:

AGREEMENT

1. AMENDMENT OF TERMS OF PREFERRED STOCK:

a) On or before the Closing Date (as defined herein), the Company hereby agrees to file an amended and restated Certificate of Designation for the Preferred Stock such that the Preferred Stock has voting rights on an “as converted” basis. The Amended and Restated Certificate of Designation for the Series A Convertible Preferred Stock is attached hereto as Exhibit A (the “A&R Cert Des”).

b) On the Closing Date (as hereinafter defined), subject to the terms and conditions set forth in this Agreement, the Holders hereby agree to suspend the Dividend from April 30, 2026 through April 29, 2027, and the Purchaser agrees to forgive all amounts due under the Note through a Notice of Debt Satisfaction in the form attached hereto as Exhibit B, evidencing the satisfaction of the Note in full as consideration for the A&R Cert Des.

2. CLOSING AND DELIVERY:

a) Upon the terms and subject to the conditions set forth herein, the consummation of the terms of this Agreement (the “Closing”) shall be held simultaneous with the execution of this Agreement, or at such other time mutually agreed upon between the constituent Parties (the “Closing Date”). The Closing shall take place at the offices of counsel for the Company set forth in Section 6 hereof, or by the exchange of documents and instruments by mail, courier, facsimile and wire transfer to the extent mutually acceptable to the Parties hereto.

b) At the Closing:

(i)	The Company, Holders and the Purchaser shall execute this Agreement.
(ii)	The Company shall file the A&R Cert Des with the State of Nevada.
---	---
(ii)	The Purchaser shall deliver to the Company the signed Notice of Debt Satisfaction.
---	---

REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY HOLDERS AND PURCHASER: The Holders Purchaser hereby represent, warrant and agree as follows:

a) Certificate of Designation. The Holders have been provided with a copy of the A&R Cert Des, a copy of which is attached hereto as Exhibit A, which sets forth all of the amended rights, privileges, and preferences with respect to the Series A Preferred Stock. The Holders have had an opportunity to discuss any questions or concerns regarding the A&R Cert Des and the amended rights and preferences of the Preferred Stock with the Company’s management team and has received answers to all outstanding questions and had any issues addressed to the satisfaction of the Holders.

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b) Organization and Authority of Purchaser. To the extent any Holder is an entity it is in good standing with its state of incorporation and all other states it does business. Such entity Holders have the corporate authority to enter into this Agreement and comply with its terms. Any Holder that is not a natural person is an entity controlled by James Ballengee, the Company’s Chief Executive Officer and a Director.

c) Satisfaction of the Obligations. The Purchaser acknowledges and understands that after the Closing there will be no amounts due and owing to the Purchaser under the Note and it shall be deemed satisfied in full.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY COMPANY: The Company hereby represents, warrants and agrees as follows:

a) Authority of Company. The Company has all requisite authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

b) Authorization. All actions on the part of the Company necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company’s obligations hereunder has been taken or will be taken prior to the filing of the A&R Cert Des in the State of Nevada. This Agreement, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.

c) Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority required on the part of the Company in connection with the valid execution and delivery of this Agreement, or the consummation of any other transaction contemplated hereby shall have been obtained, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

5. INDEMNIFICATION: The Holders and Purchaser hereby agree to indemnify and defend the Company and its officers and directors and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of:

(a) Any breach of or inaccuracy in the Holders’ and Purchaser’s representations, warranties or agreements herein;

(b) Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company under the Act.

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6. MISCELLANEOUS:

a) Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

b) Governing Law; Venue. This Agreement shall be governed by and construed under the laws of the State of Texas as applied to agreements among Texas residents, made and to be performed entirely within the State of Texas. The Parties agree that any action brought to enforce the terms of this Agreement will be brought in the appropriate federal or state court having jurisdiction over Dallas County, Texas, United States of America.

c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

e) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows:

If to the Company:	Vivakor, Inc.
	Attn. Chief Financial Officer
	5220 Spring Valley Road, Ste 500
	Dallas, TX 75254
	Email: khawley@vivakor.com
with a copy to:	Law Offices of Craig V. Butler
(which shall not constitute notice)	300 Spectrum Center Drive, Ste 300
	Irvine, CA 92618
	Attn: Craig V. Butler, Esq.
	Email: cbutler@craigbutlerlaw.com
If to Holders/Purchaser:	James H. Ballengee
	Email:

or at such other address as the Company or Purchaser may designate by ten (10) days advance written notice to the other Party hereto.

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f) Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company, the Holders and the Purchaser.

g) Entire Agreement; Successors. This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no Party shall be liable or bound to the other Party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. The representations, warranties and agreements contained in this Agreement shall be binding on the Purchaser’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers.

h) Expenses. Each Party shall pay their own expenses in connection with this Agreement. In addition, should either Party commence any action, suit or proceeding to enforce this Agreement or any term or provision hereof, then in addition to any other damages or awards that may be granted to the prevailing Party, the prevailing Party shall be entitled to have and recover from the other Party such prevailing Party’s reasonable attorneys’ fees and costs incurred in connection therewith.

i) Currency. All currency is expressed in U.S. dollars.

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In Witness Whereof, the Parties have executed this Debt Satisfaction and Preferred Stock Amendment Agreement as of the date first written above.

“Company”		“Purchaser”
Vivakor, Inc.		Ballengee Holdings, LLC
a Nevada corporation		a Texas limited liability company
By:	Kimberly Hawley	By:	James H. Ballengee
Its:	Chief Financial Officer	Its:	Manager
“Holders”		“Holders”
Jorgan Development, LLC		Carol Chilton
a Louisiana limited liability company		an individual
By:	James H. Ballengee	Carol Chilton
Its:	Manager
JBAH Holdings, LLC		Mary Kilpatrick
a Texas limited liability company		an individual
By:	James H. Ballengee	Mary Kilpatrick
Its:	Manager
Leslie Ballengee		Lola Heyde
an individual		an individual
Leslie Ballengee		Lola Heyde
Morgan Ballengee		Gavin Heyde
an individual		an individual
Morgan Ballengee		Gavin Heyde

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Exhibit A

A&R Certificate of Designation

(see attached)

A-1

Exhibit B

Notice of Debt Satisfaction

(see attached)

B-1

Notice of Debt Satisfaction

Pursuant to the terms of that certain Debt Satisfaction and Preferred Stock Amendment Agreement (the “Agreement”) by and between Ballengee Holdings, LLC (the “Purchaser”), the holders of the Company’s Series A Preferred Stock (the “Holders”), and Vivakor, Inc., a Nevada corporation (the “Company”) dated November 25, 2025, the Purchaser is irrevocably electing to fully satisfy the full amount ($569,589.04) owed to the Purchaser under the Note (as defined in the Agreement according to the conditions set forth in the Agreement.

The Purchaser acknowledges and agrees that upon Closing under the Agreement no amounts will be due to Purchaser under the Note.

Ballengee Holdings, LLC
Signature:
	[Print Name of Holder and Title of Signer]
Address: