EON Resources Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.001-41278

EON Resources, Inc.

(Exact name of registrant as specified in its charter)

(713) 834.1145

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐ No ☒

As of October 21, 2026,55,824,861 shares of Class A Common Stock, par value $0.0001 per share, were issued and outstanding.

Explanatory Note

As previously disclosed, we restated our audited consolidated financial statements as of December 31, 2024 and for the year ended December 31, 2024. The restatement of these periods was effective with the filing of our Annual Report on Form 10-K/A for the year ended December 31, 2024 as filed on April 27, 2026. See Note 14,Restatement of Previously Issued Consolidated Financial Statements, to the consolidated financial statements in our Annual Report on Form 10-K/A for additional information related to the restatement.

Additionally, as previously disclosed in our annual report on Form 10-K as filed on September 28, 2026, we restated the relevant unaudited interim financial information for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025. The 2025 quarterly restatements are or will become effective with the filing of our 2026 unaudited interim condensed consolidated financial statement filings in Quarterly Reports on Form 10-Q, including the three and six months ended June 30, 2025, which is effective with the filing of this Quarterly Report on Form 10-Q. See Note 11,Restatement of Previously Issued Condensed Consolidated Financial Statements, in Item 1,Financial Statements, for additional information related to the restatement of our condensed consolidated financial statements for the three and six months ended June 30, 2025.

In addition, as disclosed in Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on October 13, 2026 (the “Form 10-K/A”), we restated our audited consolidated financial statements as of and for the year ended December 31, 2025. The restatement corrected the application of a change in the classification of our reserves from proved to probable, which had been applied on a retrospective rather than a prospective basis in calculating depletion, depreciation and amortization. The restatement decreased depletion, depreciation and amortization for the year ended December 31, 2025 by $3,540,000, increased the provision for income taxes by $908,000 and decreased the net loss by $2,632,000. The condensed consolidated balance sheet as of December 31, 2025 included in this Quarterly Report on Form 10-Q reflects the restated amounts. See Note 15, Restatement of Previously Issued Consolidated Financial Statements, to the consolidated financial statements in the Form 10-K/A for additional information.