EON Resources Inc.

Previous wording

This Quarterly Report includes“forward-looking statements”* within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this*“Management’s Discussion and Analysis of Financial Condition and Results of Operations”* regarding the Company*’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as“expect,”* “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management*’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report includes“forward-looking statements”* within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this*“Management’s Discussion and Analysis of Financial Condition and Results of Operations”* regarding the Company*’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as“expect,”* “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management*’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

Our average daily production for the three months ended March 31, 2026 was 759 barrels of oil equivalent (“BOE”) per day. Our average daily production for the year ended December 31, 2025, was 734 BOE per day. The increase in production is due to an increase in operating wells from new well completions and well repairs.

Current wording

Our average daily production for the six months ended June 30, 2026 was 717 barrels of oil equivalent (“BOE”) per day. Our average daily production for the year ended December 31, 2025, was 734 BOE per day. The decrease in production is due to a lower net revenue interest and focus on bringing injector wells back online.

Previous wording

In addition to the factors that affect companies in our industry generally, the location of substantially all of our acreage discussed above subjects our operating results to factors specific to these regions. These factors include the potential adverse impact of weather on drilling, production and transportation activities, particularly during the winter and spring months, as well as infrastructure limitations, transportation capacity, regulatory matters and other factors that may specifically affect one or more of these regions. The price at which our oil and natural gas production are sold typically reflects either a premium or discount to the New York Mercantile Exchange (“NYMEX”) benchmark price. Thus, our operating results are also affected by changes in the oil price differentials between the applicable benchmark and the sales prices we receive for our oil production. Our oil price differential to the NYMEX benchmark price during the three months ended March 31, 2026 and 2025, was $(1.65) and $(1.78) per barrel, respectively. Our natural gas price differential during the three months ended March 31, 2026 and 2025, was $(2.54) and $(2.10) per one thousand cubic feet (“Mcf”), respectively. Fluctuations in our price differentials and realizations are due to several factors such as gathering and transportation costs, takeaway capacity relative to production levels, regional storage capacity, gain/loss on derivative contracts and seasonal refinery maintenance temporarily depressing demand.

Current wording

In addition to the factors that affect companies in our industry generally, the location of substantially all of our acreage discussed above subjects our operating results to factors specific to these regions. These factors include the potential adverse impact of weather on drilling, production and transportation activities, particularly during the winter and spring months, as well as infrastructure limitations, transportation capacity, regulatory matters and other factors that may specifically affect one or more of these regions. The price at which our oil and natural gas production are sold typically reflects either a premium or discount to the New York Mercantile Exchange (“NYMEX”) benchmark price. Thus, our operating results are also affected by changes in the oil price differentials between the applicable benchmark and the sales prices we receive for our oil production. Our oil price differential to the NYMEX benchmark price during the six months ended June 30, 2026 and 2025, was $(1.51) and ($0.54) per barrel, respectively. Our natural gas price differential during the six months ended June 30, 2026 and 2025, was $(1.44) and ($1.52) per one thousand cubic feet (“Mcf”), respectively. Fluctuations in our price differentials and realizations are due to several factors such as gathering and transportation costs, takeaway capacity relative to production levels, regional storage capacity, gain/loss on derivative contracts and seasonal refinery maintenance temporarily depressing demand.

Previous wording

Prices for various quantities of natural gas and oil that we produce significantly impact our revenues and cash flows. The following table lists average NYMEX prices for oil and natural gas for the three months ended March 31, 2026 and 2025.

Current wording

Prices for various quantities of natural gas and oil that we produce significantly impact our revenues and cash flows. The following table lists average NYMEX prices for oil and natural gas for the three and six months ended June 30, 2026 and 2025.

Previous wording

For the three months ended March 31, 2026, the average NYMEX oil pricing was $71.98 per barrel of oil or 0.2% higher than the average NYMEX price per barrel for the three months ended March 31, 2025. Our settled derivatives decreased our realized oil price per barrel by $4.91 and $2.28 in the three months ended March 31, 2026, and 2025, respectively. Our average realized oil price per barrel after reflecting settled derivatives and location differentials was $65.42 and $67.78 for the three months ended March 31, 2026 and 2025, respectively.

Current wording

For the six months ended June 30, 2026, the average NYMEX oil pricing was $83.87 per barrel of oil, or 23% higher than the average NYMEX price per barrel for the six months ended June 30, 2025. Our settled derivatives decreased our realized oil price per barrel by $11.68 for the six months ended June 30, 2026, compared to an increase of $1.85 per barrel for the six months ended June 30, 2025. Our average realized price per BOE after reflecting settled derivatives and location differentials was $64.59 and $65.46 for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

The average NYMEX natural gas pricing for the three months ended March 31, 2026, was $4.79 per Mcf, or 3% lower than the average NYMEX price of $4.94 per Mcf for the three months ended March 31, 2025.

Current wording

The average NYMEX natural gas pricing for the six months ended June 30, 2026, was $3.87 per Mcf, or 5% higher than the average NYMEX price of $3.67 per Mcf for the six months ended June 30, 2025.

Previous wording

Three months ended March 31, 2026 Compared to Three months ended March 31, 2025

Current wording

Three and six months ended June 30, 2026 compared to three and six months ended June 30, 2025

Previous wording

Our revenues vary from year to year primarily as a result of changes in realized commodity prices and production volumes. Excluding the effect of settled commodity derivatives, our oil and natural gas sales for the three months ended March 31, 2026 were flat compared to the three months ended March 31, 2025, despite a 1% increase in production volumes. Production volumes increased for the three months ended March 31, 2026 from the three months ended March 31, 2025 as a result of increased operating wells from the Company’s South Justis Field acquired in late June of 2025.

Current wording

Our revenues vary from year to year primarily as a result of changes in realized commodity prices and production volumes. For the three and six months ended June 30, 2026, our oil and natural gas sales increased 50% and 22%, respectively, from the three and six months ended June 30, 2025, excluding the effect of settled commodity derivatives, primarily driven by higher oil prices. Production volumes increased approximately 3% for the three months ended June 30, 2026 as compared to the same quarter in 2025 and approximately 2% for the six months ended June 30, 2026 as compared to the same period in 2025.

Previous wording

We enter into commodity derivatives instruments to manage the price risk attributable to future oil production. We recorded a loss on derivative contracts of $3,579,475 for the three months ended March 31, 2026, compared to a loss of $85,071 for the three months ended March 31, 2025. Higher commodity prices in the three months ended March 31, 2026, resulted in realized losses of $306,024 compared to realized losses of $142,859 for the three months ended March 31, 2025. For the three months ended March 31, 2026, unrealized losses were $3,273,451 compared to an unrealized gain of $57,788 for the three months ended March 31, 2025.

Current wording

We enter into commodity derivatives instruments to manage the price risk attributable to future oil production. We recorded a gain on derivative contracts of $948,001 and a loss of $2,631,474 for the three and six months ended June 30, 2026, compared to gains of $889,479 and $804,408 for the three and six months ended June 30, 2025. Fluctuating oil prices in the three and six months ended June 30, 2026, resulted in realized losses of $1,210,926 and $1,516,950, respectively, compared to realized gains of $379,350 and $236,491 for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2026, unrealized derivative gains were $2,158,927 and unrealized derivative losses were $1,114,524, respectively, compared to unrealized derivative gains of $510,129 and $567,917 for the three and six months ended June 30, 2025, respectively.

Previous wording

For the three months ended March 31, 2026, our average realized oil price per barrel of oil equivalent after reflecting settled derivatives was $60.89 compared to $64.23 for the three months ended March 31, 2025. For the three months ended March 31, 2026, our settled derivatives decreased our realized oil price per barrel by $4.48 compared to decreasing the price per barrel by $2.12 for the three months ended March 31, 2025. As of March 31, 2026, we ended the period with a $3,210,117 net derivative liability compared to a net asset of $63,334 as of December 31, 2025.

Current wording

For the three and six months ended June 30, 2026, our average realized price per BOE of oil equivalent after reflecting settled derivatives was $68.69 and $64.59 compared to $67.13 and $65.46 for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2026, our settled derivatives decreased our realized oil price per BOE by $19.67 and $11.68 compared to increasing the price per BOE by $6.34 and $1.85 for the three and six months ended June 30, 2025. As of June 30, 2026, we ended the period with a $1,051,190 net derivative liability compared to a net asset of $63,334 as of December 31, 2025.

Previous wording

Other revenue was $83,110 for the three months ended March 31, 2026, compared to $117,532 for the three months ended March 31, 2025. The revenue is related to providing water services to a third party.

Current wording

Other revenue was $98,609 and $181,719 for the three and six months ended June 30, 2026, compared to $105,089 and $222,621 for the three and six months ended June 30, 2025, respectively. Other revenue is related to providing water services to a third party.

Previous wording

Lease operating expenses were $2,528,313 for the three months ended March 31, 2026, compared to $2,190,767 for the three months ended March 31, 2025. On a per unit basis, production expenses increased 14.0% from $32.50 per BOE for the three months ended March 31, 2025, to $37.02 per BOE for the three months ended March 31, 2026. The increase in lease operating expenses in the current period was primarily a result of the additional cost related to the South Justis Field.

Current wording

Lease operating expenses were $2,511,297 and $5,039,610 for the three and six months ended June 30, 2026, compared to $2,359,042 and $4,549,809 for the three and six months ended June 30, 2025. On a per unit basis, production expenses increased 3% and 9%, respectively, from $39.43 and $35.68 per BOE for the three and six months ended June 30, 2025, to $40.79 and $38.81 per BOE for the three and six months ended June 30, 2026. The increase in lease operating expenses in the current period was primarily a result of the additional cost related to the South Justis Field.

Previous wording

We pay production taxes, transportation and processing costs based on realized oil and natural gas sales. Production taxes, transportation and processing costs were $414,004 for the three months ended March 31, 2026, compared to $397,216 for the three months ended March 31, 2025. As a percentage of oil and natural gas sales, these costs were 9% in the three months ended March 31, 2026 and 2025. Production taxes, transportation, and processing as a percent of total oil and natural gas sales are consistent with historical trends.

Current wording

We pay production taxes, transportation and processing costs based on realized oil and natural gas sales. Production taxes, transportation and processing costs were $702,775 and $1,116,779 for the three and six months ended June 30, 2026, compared to $315,341 and $712,557 for the three and six months ended June 30, 2025. As a percentage of oil and natural gas sales, these costs were 13% and 11%, and 9% and 9% in the three and six months ended June 30, 2026 and 2025, respectively. Production taxes, transportation, and processing as a percent of total oil and natural gas sales are consistent with historical trends.

Previous wording

Depletion, depreciation and amortization (“DD&A”) was $1,790,976 for the three months ended March 31, 2026 compared to $97,075 for the three months ended March 31, 2025. DD&A was $26.22 per BOE for the three months ended March 31, 2026, compared to $1.44 per BOE for the three months ended March 31, 2025. The increase in the DD&A rate per BOE was driven by the increase in the oil and gas properties balance due to the development of the Seven Rivers waterflood interval and the decrease in the reserves balance due to the net conveyance of the addition 5% overriding royalty interest to Virtus, along with a change in reserve classification from proved to probable in 2025.

Current wording

Depletion, depreciation and amortization (“DD&A”) was $2,136,209 and $3,927,185 for the three and six months ended June 30, 2026 compared to $458,190 and $555,265 for the three and six months ended June 30, 2025. DD&A was $34.70 and $30.24 per BOE for the three and six months ended June 30, 2026, compared to $7.66 and $4.36 per BOE for the three and six months ended June 30, 2025. The increase in the DD&A rate per BOE was driven by the increase in the oil and gas properties balance due to the development of the Seven Rivers waterflood interval and the decrease in the reserves balance due to the net conveyance of the additional 5% overriding royalty interest to Virtus, along with a change in reserve classification from proved to probable.

Previous wording

Accretion expense was $31,675 for the three months ended March 31, 2026, compared to $6,992 for the three months ended March 31, 2025. Accretion expense was $0.46 per BOE for the three months ended March 31, 2026, compared to $0.10 per BOE for the three months ended March 31, 2025. The aggregate increase in accretion expense for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was driven by changes in certain assumptions.

Current wording

Accretion expense was $32,864 and $64,539 for the three and six months ended June 30, 2026, compared to $8,513 and $15,505 for the three and six months ended June 30, 2025. Accretion expense was $0.53 and $0.50 per BOE for the three and six months ended June 30, 2026, compared to $0.14 and $0.12 per BOE for the three and six months ended June 30, 2025. The aggregate increase in accretion expense for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, was driven by changes in certain assumptions.

Previous wording

General and administrative expenses were $2,406,571 for the three months ended March 31, 2026, compared to $1,808,890 for the three months ended March 31, 2025. The increase in general and administrative expenses is primarily due to increased professional fees during the current period, partially offset by decreased stock-based compensation in the current period of $271,941 compared to $368,093 in the comparative period.

Current wording

General and administrative expenses were $2,375,349 and $4,781,920 for the three and six months ended June 30, 2026, compared to $1,808,345 and $3,617,235 for the three and six months ended June 30, 2025. The increase in general and administrative expenses is primarily due to increased professional fees during the current period. Stock-based compensation increased to $683,411 for the six months ended June 30, 2026 compared to $605,778 for the six months ended June 30, 2025.

Previous wording

Interest expense was $260,381 for the three months ended March 31, 2026, compared to $1,744,246 for the three months ended March 31, 2025. The decrease in interest expense is driven by the decreases in the Private Notes Payable and the Senior Secured Term Loan, along with the eventual settlement of the Senior Term Loan.

Current wording

Interest expense was $175,618 and $435,999 for the three and six months ended June 30, 2026, compared to $1,649,656 and $3,393,902 for the three and six months ended June 30, 2025. The decrease in interest expense is driven by the decreases in the Private Notes Payable and the Senior Secured Term Loan, along with the eventual settlement of the Senior Term Loan.

Previous wording

During the three months ended March 31, 2026, the Company recorded $486,268 related to the amortization of financing costs compared to $337,370 for the three months ended March 31, 2025. These costs are attributable to debt discount associated with the Company’s recent convertible notes payable.

Current wording

During the three and six months ended June 30, 2026, the Company recorded $607,562 and $1,093,830 related to the amortization of financing costs compared to $332,447 and $669,817 for the three and six months ended June 30, 2025. These costs are attributable to debt discount associated with the Company’s recent convertible notes payable.

Previous wording

The Company recognized a loss from the change in fair value of derivative liabilities of $438,637 and $129,721 during the three months ended March 31, 2026 and 2025, respectively, related to changes in the fair value of the conversion features on convertible notes payable entered into in 2025 and 2026, primarily driven by fluctuations in the Company’s stock price. The Company also recognized a gain from the change in fair value of the Put Option Right of $71,000 and $113,000 during the three months ended March 31, 2026 and 2025, respectively.

Current wording

The Company recognized a gain of $348,821 and a loss of $89,816 from the change in fair value of derivative liabilities during the three and six months ended June 30, 2026, respectively. The Company recognized a loss from the change in fair value of derivative liabilities of $755,558 and $885,279 during the three and six months ended June 30, 2025, respectively. The gain and losses related to changes in the fair value of the conversion features on convertible notes payable entered into in 2025 and 2026, primarily driven by fluctuations in the Company’s stock price. The Company also recognized gains from the change in fair value of the Put Option Right of $435,000 and $506,000 during the three and six months ended June 30, 2026, respectively, compared to gains of $449,000 and $562,000 during the three and six months ended June 30, 2025, respectively.

Previous wording

The change in fair value of warrant liabilities consisted of a loss of $162,520 for the three months ended March 31, 2025, related to fluctuations in the trading price of our warrants, a portion of which are accounted for as liabilities due to the redemption provisions in those issued to Private Note holders. All such warrants were settled during the year ended December 31, 2025.

Current wording

The change in fair value of warrant liabilities consisted of a gain of $10,030 for the three months ended June 30, 2025 and a loss of $152,490 for the six months ended June 30, 2025, related to fluctuations in the trading price of our warrants, a portion of which were accounted for as liabilities due to the redemption provisions in those issued to Private Note holders. All such warrants were settled during the year ended December 31, 2025.

Previous wording

The change in fair value of convertible note liabilities consisted of a loss of $129,746 for the three months ended March 31, 2025 related to a prior convertible note accounted for at fair value.

Current wording

The change in fair value of convertible note liabilities consisted of a loss of $1,931 and $131,677 for the three and six months ended June 30, 2025 related to a prior convertible note accounted for at fair value.

Previous wording

The Company recognized a loss on extinguishment of liabilities of $391,819 during the three months ended March 31, 2025 related to the exchange of certain notes payable and warrant liabilities for convertible note agreements.

Current wording

The Company recognized a loss on extinguishment of liabilities of $914,518 and $1,306,337 during the three and six months ended June 30, 2025 related to the exchange of certain notes payable and warrant liabilities for convertible note agreements. The loss represents the excess of the fair value of the Convertible Notes issued, including the conversion features bifurcated and recognized as derivative liabilities, over the carrying amount of the promissory notes and warrant liabilities extinguished. No loss on extinguishment was recognized in the three and six months ended June 30, 2026. The 2025 amounts are presented as restated; as previously reported, the Company recognized gains on extinguishment of $207,307 and $299,601 for those periods. See Note 11.

Previous wording

As of March 31, 2026, we had outstanding debt of $3,746,454 in private notes payable with related parties, $3,050,000 of convertible notes payable and $1,380,679 from merchant cash advances. A total of $1,980,679 of this is due within one year. As of March 31, 2026, we had $129,772 of cash and cash equivalents on hand, and a working capital deficit of $22,600,412.

Current wording

As of June 30, 2026, we had outstanding debt of $3,746,454 in private notes payable with related parties, $4,250,000 of convertible notes payable and $2,337,036 of merchant cash advances. A total of $3,537,036 of this is due within one year. As of June 30, 2026, we had $691,672 of cash and cash equivalents on hand and a working capital deficit of $22,631,223.

Previous wording

We had negative cash flow from operations of $305,976 for the three months ended March 31, 2026 and negative cash flow from operations of $7,645,418 for the year ended December 31, 2025. Additionally, management’s plans to alleviate this substantial doubt include improving profitability through streamlining costs, maintaining active hedge positions for its proven reserve production, and the issuance of additional shares of Class A Common Stock.

Current wording

We had net cash provided by operating activities of $211,023 for the six months ended June 30, 2026, compared to negative cash flow from operations of $7,645,418 for the year ended December 31, 2025. Additionally, management’s plans to alleviate this substantial doubt include improving profitability through streamlining costs, maintaining active hedge positions for its proven reserve production, and the issuance of additional shares of Class A Common Stock.

Previous wording

Sources and uses of cash for the three months ended March 31, 2026 and 2025 are as follows:

Current wording

Sources and uses of cash for the six months ended June 30, 2026 and 2025 are as follows:

Previous wording

Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was exclusively related to $1,088,790 and $1,117,540, respectively in development costs for our reserves.

Current wording

Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was exclusively related to $2,493,246 and $2,138,532, respectively, in development costs for our reserves.

Previous wording

Net cash provided by financing activities during the three months ended March 31, 2026 were primarily related to the issuance of new convertible notes payable resulting in proceeds of $1,692,000, $100,000 in proceeds from related party notes payable, partially offset by repayments of merchant cash advances of $642,498. Cash flows used in financing activities for the three months ended March 31, 2025 were primarily related to the sale of common stock under the Common Stock Purchase agreement of $4,341,532 and proceeds of $617,500 from short term notes payable offset by repayments of the Senior Secured Term Loan of $1,133,324 and Private Notes Payable of $778,277.

Current wording

Net cash provided by financing activities during the six months ended June 30, 2026 was primarily related to the issuance of new convertible notes payable resulting in proceeds of $2,820,000, $100,000 in proceeds from related party notes payable and $1,472,500 in proceeds from merchant cash advances, partially offset by repayments of merchant cash advances of $1,793,641. Net cash provided by financing activities during the six months ended June 30, 2025 were primarily related to the sale of common stock under the Common Stock Purchase Agreement of $7,024,332 and proceeds of $1,098,048 from short term notes payable offset by repayments of the Senior Secured Term Loan of $2,309,681 and Private Notes Payable of $1,287,805.

Previous wording

We have contractual commitments under our Convertible Notes Private Notes Payable and Merchant Cash Advances which include periodic interest payments. See Note 5 to our interim condensed consolidated unaudited financial statements. We have contractual commitments that may require us to make payments upon future settlement of our commodity derivative contracts. See Note 4 to our interim condensed consolidated unaudited financial statements.

Current wording

We have contractual commitments under our Convertible Notes Payable and Private Notes Payable which include interest obligations. We also have contractual commitments under our Merchant Cash Advances which require periodic repayments. See Note 5 to our interim condensed consolidated unaudited financial statements. We have contractual commitments that may require us to make payments upon future settlement of our commodity derivative contracts. See Note 4 to our interim condensed consolidated unaudited financial statements.

Previous wording

For information on critical accounting policies, see “Critical Accounting Estimates” in the MD&A included in Item 7 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on September 28, 2026.

Current wording

For information on critical accounting policies, see “Critical Accounting Estimates” in the MD&A included in Item 7 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on September 28, 2026, as amended by Amendment No. 1 on Form 10-K/A filed on October 13, 2026.