Vivakor, Inc.

VIVAKOR, INC.

**NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Description of Business

Vivakor, Inc. (collectively “we”, “us,” “our,” “Vivakor,” or the “Company”) is an integrated provider of midstream services and environmental solutions within the oil and gas industry. The Company owns and operates a diversified portfolio of midstream infrastructure assets located in several of the nation’s oil-producing basins, complemented by related environmental service offerings.

The Company conducts its operations through three primary business segments: transportation and logistics, terminaling and storage services, and supply and trading. The transportation and logistics segment includes crude oil gathering and transportation assets, including pipeline and trucking operations in the Permian and Anadarko Basins. The terminaling and storage services segment consists of crude oil terminal facilities located in Colorado City, Texas and Delhi, Louisiana. The supply and trading segment purchases and markets crude oil, condensate, and related hydrocarbon products.

The Company is also developing an environmental services business through the planned deployment of Remediation Processing Centers (“RPCs”), which are designed to recover hydrocarbons from contaminated soils and related waste streams. The RPC is under construction in Harris County, Texas.

On October 1, 2024, the Company acquired certain entities (the “Endeavor Entities”), expanding its midstream operations. During 2025, the Company completed the sale of certain non-core assets acquired in this transaction as part of a strategic review. On July 30, 2025, the Company sold certain non-core business units of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, both subsidiaries included with the Endeavor Entities, in order to streamline operations and focus on core midstream transportation, terminaling, and environmental processing activities. See Note 4 – Business Combination and Divestiture of Wholly Owned Subsidiaries for additional information.

Note 2. Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the interim periods presented.

These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates.

Change in Estimated Useful Lives

During the three months ended March 31, 2026, the Company reassessed the estimated useful lives of certain property and equipment based on operational experience, expected usage, and updated maintenance and replacement assumptions. As a result, the Company revised the estimated useful lives of certain assets on a prospective basis effective January 1, 2026.

The change in estimate was accounted for prospectively in accordance with ASC 250, Accounting Changes and Error Corrections. The effect of the change was to decrease depreciation expense by approximately $405,000 for the three months ended March 31, 2026.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue from the sale of crude oil and related petroleum products is recognized at a point in time when control transfers to the customer, generally upon delivery. Revenue from terminaling, storage, pipeline throughput, and transportation services is recognized over time as services are performed.

Segment Reporting

The Company operates through three reportable business segments: (i) Transportation and Logistics, (ii) Terminaling and Storage, and (iii) Supply and Trading.

Related Party Revenues

Revenue from related parties was $5,364,726 and $4,551,775 for the quarters ended March 2026 and 2025, respectively.

The Company generates revenue from related parties through the sale of crude oil and related products, as well as the provision of terminaling, storage, pipeline throughput, and transportation logistics services under long-term contracts. These contracts were acquired as part of the Company’s acquisitions of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC in August 2022, and Endeavor Crude, LLC in October 2024, and were entered into in the ordinary course of business.

The Company evaluates collectability of related party receivables in a manner consistent with other customers.

Major Customers and Concentration of Credit Risk

During the three months ended March 31, 2026, two customers, including one related party, accounted for approximately 90% of the Company’s revenues. As of March 31, 2026, no significant accounts receivable balances were outstanding from these customers.

During the three months ended March 31, 2025, two customers, including one related party, accounted for approximately 15% of the Company’s revenues. As of March 31, 2025, these customers represented approximately 31% of the Company’s accounts receivable balance.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

All share and per share amounts have been retroactively adjusted to reflect the reverse stock split effected in March 2026.

Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share when their effect would be antidilutive. Potentially dilutive securities include convertible notes, warrants, and stock options.

Note 3. Going Concern & Liquidity

The Company has historically incurred net losses and experienced negative cash flows from operations and, as of March 31, 2026, had an accumulated deficit of approximately $211 million. As of March 31, 2026, the Company had a working capital deficit of approximately $54 million and cash and cash equivalents of approximately $75,051, of which approximately $70,596 was restricted. In addition, the Company had approximately $10.8 million of debt obligations due within one year of the issuance of these condensed consolidated financial statements. The Company is further obligated under finance lease liabilities of approximately $9.3 million and has current derivative liabilities of approximately $9.1 million, which may require settlement in cash or equity and could place additional demands on liquidity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the three months ended March 31, 2026, the Company continued executing its strategic plan focused on optimizing its midstream transportation, terminaling, and environmental processing operations, including the integration and operation of the Endeavor Entities acquired in the fourth quarter of 2024. The Company has historically financed its operations through a combination of operating cash flows, debt financings, and private and public equity offerings. During the second quarter 2026, the Company also entered into a financing arrangement with two institutional investors, with RBW Capital Partners LLC acting as placement agent, intended to support working capital and ongoing operations.

Based on the above, we believe there is substantial doubt about the Company’s ability to continue as a going concern. The Company has prepared the consolidated financial statements on a going concern basis. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity. Management cannot provide any assurance that the Company will be able to execute its plans to raise additional capital, close its merger and acquisitions, or that its operations or business plan will be profitable.

Note 4. Business Combination and Divestiture of Wholly Owned Subsidiaries

On October 1, 2024, the Company acquired all of the issued and outstanding membership interests of Endeavor Crude, LLC, Equipment Transport, LLC, Meridian Equipment Leasing, LLC, and Silver Fuels Processing, LLC (collectively, the “Endeavor Entities”).

On July 30, 2025, the Company completed the divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC (together, the “Divested Entities”), two indirectly wholly owned subsidiaries acquired as part of the Endeavor Entities, pursuant to a Membership Interest Purchase Agreement entered into with Jorgan Development, LLC, an entity controlled by James Ballengee, the Company’s Chief Executive Officer and Chairman.

Note 5. Accounts Receivable

Accounts receivable primarily consist of trade receivables related to crude oil sales and transportation services and are recorded net of an allowance for expected credit losses. The Company evaluates the collectability of accounts receivable on an ongoing basis based on historical experience, customer creditworthiness, and current economic conditions. The allowance for expected credit losses is reviewed on a periodic basis, and balances are written off when deemed uncollectible.

During the three months ended March 31, 2026, the Company recorded an allowance for expected credit losses related to certain customer receivable balances based on management’s assessment of collectability and current economic conditions.

Accounts receivable consisted of the following:

The balance of the related party receivable are due from entities affiliated with the Company’s Chief Executive Officer. During the three months ended March 31, 2026, amounts due under related-party commercial agreements were offset against a related party note of approximately $1.1 million outstanding from Jorgan Development, LLC pursuant to existing offset arrangements between the parties.

Note 6. Marketable Securities

The Company holds 200,000 shares of common stock of Adapti, Inc. (“Adapti”), an entity affiliated with the Company’s Chief Executive Officer. The investment is classified as a marketable equity security and is measured at fair value using quoted market prices, with changes in fair value recognized in earnings.

The carrying value of marketable securities consisted of the following:

The Company recognized unrealized gains (losses) related to marketable securities of approximately $(11,378) and $1,652,754 during the three months ended March 31, 2026 and 2025, respectively.

Note 7. Property and Equipment

Property and equipment consisted of the following:

Depreciation expense for the three months ended March 31, 2026 and 2025 was approximately $1,156,369 and $3,527,645, respectively. The decrease in depreciation expense during the 2026 period was primarily attributable to the July 2025 divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, as well as revisions to the estimated useful lives of certain property and equipment based on operational experience and expected usage. The change in estimate was accounted for prospectively and resulted in a decrease in depreciation expense of approximately $405,000 during the period.

Construction in process primarily relates to the Company’s remediation processing systems, wash plant facilities, and terminal expansion projects.

Note 8. Intangible Assets

Intangible assets consisted of the following:

Customer relationship intangible assets consisted of the following:

Amortization expense was approximately $1,395,088 and $2,303,957 for the three months ended March 31, 2026 and 2025, respectively.

The Company evaluates long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges related to intangible assets were recorded during the three months ended March 31, 2026.

Goodwill was fully impaired during the year ended December 31, 2025. Accordingly, the Company hadno goodwill recorded as of March 31, 2026 or December 31, 2025.

Note 9. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

Related-party accounts payable and accrued expenses consisted of the following:

Accounts payable primarily consist of trade payables and operating accruals incurred in the ordinary course of business.

Note 10. Unearned Revenue

As of March 31, 2026 and December 31, 2025, the Company had approximately $9.1 million of unearned revenue related to an agreement to manufacture remediation processing centers (“RPCs”). The balance originated in connection with the deconsolidation of Viva Wealth Fund I, LLC during 2023.

Note 11. Loans and Notes Payable

Third party debt:

Related party debt:

Maturity Table

ClearThink Partners, LLC — On January 9, 2026, the Company issued a promissory note to ClearThink Capital Partners LLC in the principal amount of $322,000 and received proceeds of $280,000 after an original issue discount of $42,000. The note matures twelve months from issuance and includes a one-time interest charge of 15%. As of March 31, 2026, the outstanding balance of the note was approximately $289,321, net of unamortized discount of approximately $32,679.

ClearThink Capital Partners, LLC/RBW Investors — During 2025, the Company entered into multiple twelve-month convertible promissory notes with investors introduced to us by ClearThink Capital Partners, LLC and RBW totaling approximately $5.1 million in principal amount. The notes included original issue discounts, one time interest charges, and conversion features. During 2025, holders converted an aggregate of approximately $3.2 million of outstanding principal into shares of the Company’s common stock. On January 30, 2026, the Company entered into Forbearance and Note Amendment Agreements with the holders of the notes. Pursuant to the amended agreements, the maturity dates of the notes were extended to January 31, 2027 and certain repayment terms were revised. In connection with the amendments, the Company agreed to issue an aggregate of 278,449 shares of restricted common stock to the noteholders. The amended agreements provide for installment payments through January 31, 2027 and restrict conversions under the notes. As of March 31, 2026, the outstanding balance of the notes was approximately $1,267,632, net of unamortized debt discount of approximately $535,471.

William Tuorto — During the quarter ending March 31, 2026, the Company entered into a short-term funding arrangement. The outstanding balance was $387,020 as of March 31, 2026. The obligation was repaid in full May 2026.

JJ Astor & Co. — During 2025, the Company entered into multiple financing and forbearance arrangements with J.J. Astor & Co. related to secured promissory notes issued by the Company. As of December 31, 2025, the Second Note remained outstanding. On February 27, 2026, the Company entered into additional amendment and forbearance agreements with J.J. Astor & Co., which modified repayment terms, extended certain maturity dates, and provided for additional financing. The Company issued an additional secured promissory note in the principal amount of $993,750 and received net proceeds of approximately $750,000 prior to fees and expenses. As of March 31, 2026, the aggregate outstanding balance related to the J.J. Astor financing arrangements was approximately $6,453,996, net of unamortized debt discount of approximately $43,654.

Jorgan Development, LLC — During the three months ended March 31, 2026, approximately $1.1 million outstanding under the Jorgan Development, LLC related-party note payable was offset against amounts due from affiliated entities under related-party commercial agreements pursuant to existing offset arrangements between the parties. As a result, no balance remained outstanding under the Jorgan Development, LLC note as of March 31, 2026.

As of March 31, 2026, the Company had outstanding secured notes payable to Cedarview Opportunities Master Fund LP of approximately $4,112,159. The Company entered into a forbearance arrangement with Cedarview related to existing payment defaults and ongoing repayment discussions. Subsequent to March 31, 2026, the parties entered into an additional forbearance agreement extending the forbearance period through October 31, 2026, subject to certain repayment and financing conditions.

Note 12. Other Current Liabilities

Certain conversion features embedded within the Company’s convertible debt instruments contain variable settlement provisions and are accounted for as derivative liabilities in accordance with ASC 815, Derivatives and Hedging. As of March 31, 2026 and December 31, 2025, the Company had outstanding balances of approximately $9.1 million, respectively, related to derivative liabilities.

As of March 31, 2026 and December 31, 2025, the Company had outstanding balances of approximately $5.3 and $7.1 million, respectively, under a line of credit arrangement with B1 Bank related to accounts receivable factoring. During the three months ended March 31, 2026, B1 Bank applied approximately $1.8 million of restricted cash maintained by the Company against the outstanding balance under the facility. The facility remained matured as of March 31, 2026.

Note 13. Commitments and Contingencies

Finance Leases

The Company has finance lease arrangements related primarily to storage, terminaling, and transportation equipment. Certain finance lease obligations are subject to forbearance arrangements and revised payment terms.

As of March 31, 2026 and December 31, 2025, respectively, finance lease liabilities consisted of the following:

Operating Leases

The Company leases office space, land, trucking yards, and equipment under non-cancelable operating lease agreements with remaining lease terms ranging from less than one year to approximately three years. The right-of-use assets for operating leases as of March 31, 2026 and December 31, 2025 were $406,308 and $494,755, respectively. Rent expense for the period ended March 31, 2026 and December 31, 2025 were $98,129 and $494,755, respectively.

Operating lease liabilities consisted of the following:

Note 14. Stockholders’ Equity

Series A Preferred Stock

The Company’s Series A Preferred Stock has a stated value of $1,000 per share, carries a cumulative dividend of 6% per annum based on the stated value, is convertible into shares of the Company’s common stock at the Company’s request, and votes on an “as-converted” basis, subject to the terms of the Certificate of Designation. As of March 31, 2026 and December 31, 2025, there were 96,731 shares of Series A Preferred Stock issued and outstanding, respectively.

Pursuant to the Debt Satisfaction and Preferred Stock Amendment Agreement dated November 25, 2025, dividends on the Company’s Series A Convertible Preferred Stock were suspended from April 30, 2026 through April 29, 2027 in connection with amendments to the preferred stock terms and the satisfaction of certain outstanding convertible indebtedness.

Common Stock

The Company has authorized 500,000,000 shares of common stock, par value $0.001 per share.

All share and per share amounts presented in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Company’s 1-for-200 reverse stock split effected during 2026.

Note 15. Share-Based Compensation and Warrants

The Company maintains the 2023 Equity and Incentive Plan (the “2023 Plan”), pursuant to which the Company may grant stock options, restricted stock awards, restricted stock units, and other equity-based awards to employees, directors, consultants, and service providers.

During the three months ended March 31, 2026 and 2025, the Company issued an aggregate of 36,515 and 1,000,833, respectively, shares of common stock as stock-based compensation to employees, directors and consultants. For the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of approximately $337,500 and $501,423, respectively. For the three months ended March 31, 2026 and 2025, the Company recognized consulting stock-based compensation expense of approximately $0 and $300,000, respectively.

There wereno other options or awards granted during the three months ended March 31, 2026. The following table summarizes all stock option activity of the Company for the three months ended March 31, 2026 and March 31, 2025:

The Company maintains the 2025 Equity and Incentive Plan (the “2025 Plan”), pursuant to which the Company may grant stock options, restricted stock awards, restricted stock units, and other equity-based awards to employees, directors, consultants, and service providers. No awards have been granted under the 2025 Plan.

Note 16. Segments

The Company operates through three reportable operating segments: (i) transportation and logistics services, (ii) terminaling and storage services, and (iii) supply and trading. The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), evaluates segment performance based on gross profit.

Three Months Ended March 31, 2026:

Three Months Ended March 31, 2025:

Note 17. Income Tax

The Company calculates its quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes. ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income. In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored into the calculation, and temporary differences are not. The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre-tax ordinary income or loss. The estimated annual effective tax rate is then applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision.

The Company recorded a provision for income taxes of $0 for the three months ended March 31, 2026 and 2025, respectively. The Company is projecting a (-0.10%) effective tax rate for the year ending December 31, 2025, which is primarily the result of permanent book to tax differences, increase in the valuation allowance, and the change in the naked credit deferred tax liability. The Company’s effective tax rate for the year ending December 31, 2025 was (-0.57%), which was primarily the result of the change in the naked credit deferred tax liability, increase in the valuation allowance and permanent adjustments.

Note 18. Related Party Transactions

The Company engages in transactions with entities affiliated with James Ballengee, the Company’s Chief Executive Officer and principal shareholder, in the ordinary course of business. The Company is party to various commercial agreements with White Claw Crude, LLC (“WC Crude”), Jorgan Development, LLC (“Jorgan”), and other affiliated entities, including storage, throughput, transportation, and supply agreements.

The Company also leases certain yard and transportation equipment from related parties affiliated with the Company’s Chief Executive Officer. Certain lease arrangements are accounted for as operating leases, with related amounts included in operating lease right-of-use assets and liabilities, while short-term lease payments are expensed as incurred.

As of March 31, 2026 and December 31, 2025, accounts receivable – related party included a balance of approximately $1,439,228, primarily related to amounts due from the buyer of the Company’s previously divested wholly owned subsidiaries. The balances are non-interest bearing and due on demand.

Note 19. Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were available to issue.

In May 2026, the Company entered into an Independent Contractor Agreement with William Tuorto for consulting services he is performing for the Company dating back to April 1, 2026. In connection with the agreement, on May 7, 2026, the Company issued 69,083 shares of common stock under the 2023 Plan, which shares were issued without a restrictive legend pursuant to a Form S-8 registration statement.

On May 4, 2026, the Company entered into a Forbearance Agreement with Cedarview Opportunities Master Fund LP related to the Company’s existing secured notes payable. Under the agreement, Cedarview agreed to extend the forbearance period through October 31, 2026, subject to certain repayment and financing conditions. In connection with the agreement, the Company issued Cedarview 275,000 shares of common stock.

On May 11, 2026, the Company issued 250,000 shares of restricted common stock to Kimberly Hawley as a discretionary bonus pursuant to the terms of her Executive Employment Agreement dated July 24, 2025. The shares were issued at a value of $1.71 per share and were issued with a standard Rule 144 restrictive legend.

On May 6, 2026, the Company entered into an additional forbearance and note payment amendment agreement with J.J. Astor & Co. related to the Company’s outstanding secured promissory notes they hold. Pursuant to the agreement, the parties revised certain repayment terms associated with the Company’s May 2026 Financing Transaction and extended certain repayment obligations through January 2027.

On May 8, 2026, the Company closed the initial tranche of a securities purchase agreement with certain institutional investors pursuant to which the Company issued promissory notes with aggregate gross proceeds of up to $12.0 million, to be funded in two tranches (the “May 2026 Financing Transaction”). The initial closing provided gross proceeds of $6.0 million before placement agent fees and offering expenses. If fully funded, the notes will have an aggregate principal amount of $15.0 million, inclusive of original issue discount, and are convertible into shares of the Company’s common stock subject to certain pricing terms and ownership limitations. In connection with the May 2026 Financing Transaction, the Company also entered into a standby equity purchase agreement.