UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2026

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

For the Transition Period from _________ to _________

Commission file number: 000-41286

VIVAKOR, INC.

(Exact name of registrant as specified in its charter)

Nevada		26-2178141
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

5220 Spring Valley Road, Suite 500 Dallas, TX		75242
(Address of Principal Executive Offices)		(Zip Code)

(469) 480-7175

(Registrant’s telephone number, including area code)

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

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

Title of each class		Trading symbol(s)		Name of exchange on which registered
Common Stock, $0.001 par value		VIVK		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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. 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, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” a “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities 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 May 20, 2026, there were 4,295,647 shares of the registrant’s common stock outstanding.

EXPLANATORY NOTE

In this Quarterly Report on Form 10-Q, unless the context otherwise requires, all references to “the Company,” “we,” “our”, “us” and “Vivakor” refer to Vivakor, Inc., a Nevada corporation.

At the commencement of trading on March 24, 2026, we completed a 1-for-200 reverse split of our outstanding shares of common stock (the “Reverse Stock Split”) of our quoted common stock. No fractional shares of the Company’s common stock were issued as a result of the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. Unless otherwise noted, the share and per share information in this Quarterly Report on Form 10-Q has been adjusted to reflect the Reverse Stock Split, including the financial statements and notes thereto.

VIVAKOR, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1

ITEM 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (unaudited)	5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	24

ITEM 4.	Controls and Procedures	24

PART II. OTHER INFORMATION		25

ITEM 1.	Legal Proceedings	25

ITEM 1A.	Risk Factors	27

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

ITEM 3.	Defaults Upon Senior Securities	29

ITEM 4.	Mine Safety Disclosures	29

ITEM 5.	Other Information	30

ITEM 6.	Exhibits	34

SIGNATURES		39

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VIVAKOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2026			December 31, 2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,455		$	265,019
Cash - restricted		70,596			1,830,877
Accounts receivable, net of allowance for credit losses of $1,507,983 and $0 at March 31, 2026 and December 31, 2025, respectively		2,204,857			3,525,138
Accounts receivable - related party		5,951,509			1,439,228
Prepaid expenses		656,923			832,766
Marketable securities		236,535			247,913
Inventories		82,425			82,425
Total current assets		9,207,300			8,223,366

Other assets		446,263			491,221
Notes receivable		278,230			279,560
Property and equipment, net		57,140,830			58,297,200
Right of use assets - operating leases		406,308			494,755
Intellectual property, net		7,316,290			7,522,772
Customer relationships, net		36,995,452			38,184,057
Total assets	$	111,790,673		$	113,492,931

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	15,654,500		$	13,976,431
Accounts payable and accrued expenses - related parties		3,414,046			1,832,625
Accrued compensation		237			41
Unearned revenue		9,107,297			9,107,297
Operating lease liabilities, current		247,868			272,469
Finance lease liabilities, current		9,363,205			9,101,852
Loans and notes payable, current		8,293,922			7,443,434
Loans and notes payable, current - related parties		2,544,797			3,616,401
Derivative liabilities		9,062,320			9,062,320
Other liabilities		5,272,272			7,103,109
Total current liabilities		62,960,464			61,515,979

Operating lease liabilities, long term		158,440			222,285
Loans and notes payable, long term		8,698,880			7,864,226
Loans and notes payable, long term - related parties		6,329,560			6,701,887
Total liabilities		78,147,344			76,304,377

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 96,731 outstanding as of March 31, 2026 and December 31, 2025		97			97
Common stock, $0.001 par value; 500,000,000 shares authorized; 3,850,101 and 2,013,107 were issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		3,850			2,013
Additional paid-in capital		248,828,991			245,600,342
Treasury stock, at cost		(20,000	)		(20,000	)
Accumulated deficit		(211,045,231	)		(204,269,519	)
Total Vivakor, Inc. stockholders’ equity (deficit)		37,767,707			41,312,933
Noncontrolling interest		(4,124,379	)		(4,124,379	)
Total stockholders’ equity (deficit)		33,643,328			37,188,554
Total liabilities and stockholders’ equity (deficit)	$	111,790,673		$	113,492,931

See accompanying notes to condensed consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended March 31,
	2026			2025
Revenues
Revenues	$	14,093,384		$	32,788,516
Revenues - related party		5,364,726			4,551,775
Total revenues		19,458,110			37,340,291
Cost of revenues		13,734,880			32,581,857
Gross profit		5,723,230			4,758,434
Operating expenses:
General and administrative		5,597,039			5,369,313
Amortization and depreciation		2,551,457			5,831,602
Total operating expenses		8,148,496			11,200,915
Loss from operations		(2,425,266	)		(6,442,481	)
Other income (expense):
Unrealized gain (loss) on marketable securities		(11,378	)		1,652,754
Gain (loss) on disposition of assets		-			(1,597,913	)
Loss on conversion of debt		(185,855	)		-
Interest income		7,973			25,482
Interest expense		(1,870,250	)		(1,131,077	)
Interest expense - related parties		(143,161	)		(53,121	)
Other income (loss)		50,500			12,540
Total other income (expense)		(2,152,171	)		(1,091,335	)
Loss before provision for income taxes		(4,577,437	)		(7,533,816	)
Provision for income taxes		-			-
Consolidated net loss		(4,577,437	)		(7,533,816	)
Less: Net loss attributable to noncontrolling interests		-			(6,518	)
Net loss attributable to Vivakor, Inc.	$	(4,577,437	)	$	(7,527,298	)

Series A Preferred Stockholder Dividends		2,198,275			1,588,581
Net loss to common shareholders	$	(6,775,712	)	$	(9,115,879	)

Basic and diluted net loss per share	$	(2.32	)	$	(42.32	)

Basic weighted average common shares outstanding		2,919,188			215,384

See accompanying notes to condensed consolidated financial statements

VIVAKOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Series A Preferred Stock						Common Stock				Additional Paid-in			Treasury			Accumulated			Non-controlling			Total
	Shares			Amount			Shares		Amount		Capital			Stock			Deficit			Interest			Stockholders’
January 1, 2025		107,789		$	108			208,546	$	209	$	208,209,037		$	(20,000	)	$	(88,951,426	)	$	(4,119,284	)	$	115,118,644
Issuance of common stock for cash, net of offering		-			-			266,329		266		9,656,719			-			-			-			9,656,985
Issuance of common stock for a reduction of liabilities								2,999		3		719,639						-						719,642
Issuance of common stock for legal settlement								57,057		57		1,987,004												1,987,061
Stock based compensation								11,728		12		1,509,993						-						1,510,005
Stock based compensation - consultant								49,115		49		1,907,952						-						1,908,001
Common stock issued - Series A Preferred Stock Dividends								30,179		30		4,866,220						(4,866,250	)					-
Common stock distributable - Series A Preferred Stock Dividends		-			-			157,143		157		219,843			-			(220,000	)		-			-
Shares issued with debt		-			-			8,750		9		1,449,215			-			-			-			1,449,224
Shares issued with debt conversion								1,221,261		1,221		16,562,428						-						16,563,649
Consideration received for divestiture		(11,058	)		(11	)		-		-		(10,814,449	)		-						-			(10,814,460	)
Excess of consideration for divestiture over net assets transferred		-			-			-		-		9,326,741			-						-			9,326,741
Net loss		-			-			-