VIVK 10-K & 10-Q changes, risk factors and insider trading
Vivakor, Inc. · Nasdaq · Refuse Systems · CIK 1450704 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our business is substantially dependent on oil and natural gas exploration, development, and production activity.”
New heading “Our revenues are sensitive to fluctuations in oil and natural gas prices.”
New heading “Our business involves litigation risk, and we are currently involved in litigation that may impact our business.”
New heading “Business operations could be materially affected if key components are unavailable or supplier production is delayed.”
New heading “Our ability to grow and execute our core business operations may be limited.”
New heading “The conflict in Iran, which escalated sharply in late February 2026, has caused uncertainty in the energy markets.”
New heading “Risks Related to our Common Stock”
New heading “Our Common Stock may be affected by limited trading volume and our share price may be volatile, which could adversely impact the value of our Common Stock.”
New heading “This Annual Report contains forward-looking statements that are based on our current expectations, estimates and projections but are not guarantees of future performance and are subject to risks and uncertainties.”
New heading “If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.”
New heading “Conversion of our outstanding convertible notes could result in substantial dilution to existing stockholders and depress the market price of our common stock.”
Removed heading “Technological advancements in connection with alternatives to hydraulic fracturing could decrease the demand for our produced water sales and the Endeavor Entities’ produced water transportation and handling operations.”
Removed heading “Our RPC services will be at an early operational stage after operations commence, and the success of these services is subject to the substantial risks inherent in the establishment of a new business venture.”
Removed heading “Our business plan includes operating internationally, which subjects us to a number of risks.”
Removed heading “The current Israeli/Hamas conflict could impact our ability to operate in the Middle East in the future.”
Removed heading “Because a significant portion of our future revenue growth is expected to be derived from WC White Claw, any development that materially and adversely affects their business, operations or financial condition could have a material adverse impact on us.”
Removed heading “When operational, our RPCs depend on our ability to manufacture various pieces of equipment, many of which are quite large. Any disruption in our manufacturing ability will adversely affect our business and operations.”
Removed heading “If critical components become unavailable or our suppliers delay their production of our key components, our business will be negatively impacted.”
Removed heading “We rely on third party contractors for some of our operations. If we are unable to find quality contractors, it would severely impact our business.”
Removed heading “We may not be able to identify, negotiate, finance or close future acquisitions.”
Removed heading “We may not be able to properly manage multiple businesses.”
Removed heading “We may not be able to successfully integrate new acquisitions.”
Removed heading “Our acquisitions of businesses may be extremely risky, and we could lose all of our investments.”
Removed heading “Future acquisitions may fail to perform as expected.”
Removed heading “Competition may result in overpaying for acquisitions.”
Removed heading “The Merger Agreement we entered into with Empire is subject to numerous closing conditions and may not close as structured, or at all.”
Removed heading “On October 1, 2024, we closed the acquisition of the Endeavor Entities. We are in the process of integrating their operations and personnel with our own. If we are unable to complete this transition timely and effectively it could adversely affect our operations.”
Removed heading “Prior to our acquisition of the Endeavor Entities, they were private companies and, as a result, they did not have the same audit and review of financial statements requirements that we have, and their disclosure controls and procedures processes for financial reporting were not the same as a reporting, public company. We anticipate we will have additional material weaknesses in our disclosure controls and procedures over financial reporting during the time that we integrate their financial reporting processes with our financial reporting processes.”
Largest changes
“If we identify new material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting (if and when required), we may be late with the filing of our periodic reports, investors may lose confidence in the accuracy and completeness of our financial reports and …”see in full comparison
“Prior to our acquisition of the Endeavor Entities, they were private companies and, as a result, they did not have the same audit and review of financial statements requirements that we have, and their disclosure controls and procedures processes for financial reporting were not the same as a reporting, public company. We anticipate we will have additional material weaknesses in our disclosure controls and procedures over financial reporting during the time that we integrate their financial reporting processes with our financial reporting processes.”see in full comparison
“If new material weaknesses are identified, or if we fail to comply with Section 404 requirements, we may be unable to assert that our internal control over financial reporting is effective. This could result in delayed filings, loss of investor confidence, negative impacts on our stock price, regulatory investigations, or litigation, any of which could materially and adversely affect our business, financial condition, results of operations, and reputation.”see in full comparison
“The current Israeli/Hamas conflict could impact our ability to operate in the Middle East in the future.”see in full comparison
“The global economy is subject to fluctuation, and it is unclear how stable the oil industry and the manufacturing industry will be in the future. As a result, there can be no assurance that the business will achieve anticipated cash flow levels. Further, recent world events evolving out of trade disputes, increased terrorist activities and political and military action in the Middle East and elsewhere, among other events, have created an air of uncertainty concerning the stability of the global economy. …”see in full comparison
“The global economy is subject to fluctuation and it is unclear how stable the oil industry and the manufacturing industry will be in the future. As a result, there can be no assurance that the business will achieve anticipated cash flow levels. Further, recent world events evolving out of trade disputes, increased terrorist activities and political and military action, and the COVID-19 pandemic, among other events, have created an air of uncertainty concerning the stability of the global economy. …”see in full comparison
Full comparison: every changed paragraph (141)
Our business is substantially dependent on oil and natural gas exploration, development, and production activity.
Our revenues are substantially dependent on ongoing oil and natural gas exploration, developmentdevelopment, and production activity on or around our facilities and in the basins in whichwhere we have established trucking and terminaling operations. If exploration and production companies do not maintain drilling, completioncompletion, and production activities onnear orour around those areas, thefacilities, demand for the use of our transportation and facilities,terminaling services, as well as theour marketing activities and revenue we obtain related to those businesses,activities, could be reduced,decline, which could have a material adverse effect on our results of operations, cash flowsflows, and financial position.
We are not an exploration and production company,company and we have no control over the oilpace andor naturalscope gasof development activity onin orthe aroundregions where our facilitiesassets andare assets.located. The willingness and ability of explorationproducers to maintain drilling and production companies to continue development activitiesdepend on and around our facilities and assets is dependent on a variety ofnumerous factors that are outside of their andbeyond our control, including:
Any reduction or delay in such development activity could reduce throughput, limit utilization of our assets, and adversely affect our revenues and results of operations.
The customer agreements we enter into and the petroleum commodities we sell in the marketplace are substantially dependent on drilling, completion and production activities by exploration and production companies near and around our facilities and transportation assets. Similarly, the revenues we earn from White Claw Crude, LLC (“WC Crude” or White Claw”) are substantially dependent on those same activities. White Claw Crude is controlled by James Ballengee, our Chief Executive Officer and member of our Board of Directors. If exploration and production companies do not maintain such activities near our facilities and transportation assets, their demand for the use of assets and transportation logistics services will decline, negatively impacting our results of operations, cash flows and financial position.
Demand for the use of our assets, as well as the revenues provided by White Claw, depends substantially on capital spending by producers to develop and produce oil and natural gas in the area. These expenditures are generally dependent on such producers’ overall financial position, capital allocation priorities and ability to access capital, and their views of future demand for, and prices of, oil and natural gas. Volatility in oil or natural gas prices (or the perception that oil or natural gas prices will decrease) affects such producers’ capital expenditures and willingness to pursue development activities. This, in turn, could lead to lower demand for the use of our assets and services, delays in payment of, or nonpayment of, amounts that are owed to us and cause lower rates and lower utilization of our transportation assets, facilities, and may negatively impact our marketing activities. For additional information, please see below, The willingness of exploration and production companies to engage in drilling, completion and production activities on and around our land is substantially influenced by the market prices of oil and natural gas, which are highly volatile. A substantial or extended decline in oil and natural gas prices may adversely affect our results of operations, cash flows and financial position.
For the year ended December 31, 2024, on an actual basis, we and the Endeavor Entities received approximately 75.76% of our total revenues from two major customers. While we expect these revenue streams to be recurring, our contracts with our significant customers, which represent a large portion of our revenues, typically do not contain minimum volume commitment provisions for transportation or processing of petroleum commodities or produced water volumes handled. As a result, our revenues are dependent on ongoing demand from these customers, which may decrease due to factors beyond our control. Our producer customers make all decisions as to investments in, and production from, their wells, and our revenues are dependent upon decisions made by such producers, among other factors. For example, we cannot control whether a producer chooses to develop a property or the success of drilling and development activities, which depend on a number of factors under the control of such producer. There can be no assurance that such producers will take actions or make decisions that will be beneficial to us, which could result in adverse effects on our results of operations, cash flows and financial position.
TheIn willingnessaddition, ofthe explorationcustomer agreements we enter into and the petroleum commodities we sell are substantially dependent on drilling, completion, and production companiesactivity toby engage in drilling, completion and production activitiesproducers near our facilities and transportation assetsassets. A significant portion of our revenue is substantiallyderived influencedfrom Jorgan Development, LLC (“Jorgan”), which is controlled by theour marketChief pricesExecutive of oilOfficer and naturaldirector, gas,James whichBallengee. areAny highlyslowdown volatile.in Aproducer substantialactivity or extendeda declinechange in oilJorgan’s andbusiness naturaloperations gascould pricesnegatively may adversely affectimpact our results of operations, cash flowsflows, and financial position.
Our revenues are sensitive to fluctuations in oil and natural gas prices.
Our revenues and results of operations are significantly influenced by market prices for oil and natural gas, which are volatile and largely beyond our control. A sustained decline or significant fluctuation in commodity prices could reduce drilling, completion, and production activities by producers on or near our facilities, which in turn could decrease throughput, utilization of our assets, and revenues from marketing activities.
Factors that may affect oil and natural gas prices include, among others:
Prolonged periods of low oil and natural gas prices may lead producers to reduce or delay drilling and production, shut-in wells, or abandon marginal assets, which could materially and adversely affect demand for our services and our financial condition, results of operations, and cash flows.
Our customers and prospective customers operate in the oil and gas industry. As a result, we will be subject to the success of the oil and gas industry, which is subject to substantial volatility based on numerous worldwide factors. A decline in the price of crude oil or natural gas will have a material adverse effect on our business, financial condition, results of operations and cash flows. The oil and gas industry is competitive in all its phases. Competition in the oil and gas industry is intense. Our customers could include competitors such as oil and gas companies that have substantially greater financial resources, staff and facilities than those of our customers and lessees. Competitive factors in the distribution and marketing of oil and other hydrocarbon products include price and methods and reliability of delivery.
Our business is closely tied to the oil and gas industry, which is subject to substantial volatility. Fluctuations in the price of crude oil and natural gas, as well as changes in supply, demand, and market margins, can materially and adversely affect our revenues, operations, and cash flows. Low prices or reduced demand for oil and gas could reduce customer investment in drilling and production, limit demand for our services and products, and adversely impact our financial results.
Our operations are also subject to the hazards inherent in the oil and gas industry, including equipment failures, vehicle accidents, fires, explosions, blowouts, pipeline failures, oil spills, and exposure to hazardous substances. In addition, natural disasters, such as blizzards, storms, floods, earthquakes, and other adverse weather events, could damage our assets, disrupt operations, and result in environmental or regulatory liabilities. These events could increase operating costs, affect insurability, harm our reputation, or lead customers to reduce or terminate their use of our services.
While we maintain insurance coverage, it may be inadequate to cover all potential losses or liabilities. Certain policies may have sub-limits, exclusions, or escalating premiums, and we may be unable to obtain desired coverage at reasonable rates. If we incur significant losses that are not fully insured, or fail to meet insurance requirements, our financial condition, results of operations, and cash flows could be materially and adversely affected.
A substantial portion of our assets and operations are concentrated in the Permian and Eagle Ford Basins of Texas and New Mexico. This geographic concentration exposes us and our customers to regional supply and demand fluctuations, production delays, transportation or processing constraints, natural disasters, adverse weather, water shortages, and regulatory or political developments. Such concentration may magnify the impact of these risks and could adversely affect our operations, revenues, and financial performance.
Finally, the oil and gas industry is highly competitive. Our prospective customers may include companies with greater financial, operational, and technical resources than our customers and lessees. Competitive factors in the industry include price, delivery reliability, methods, and efficiency. Failure to remain competitive could reduce our customer base and materially and adversely affect our business, financial condition, results of operations, and cash flows.
The global economy is subject to fluctuation, and it is unclear how stable the oil industry and the manufacturing industry will be in the future. As a result, there can be no assurance that the business will achieve anticipated cash flow levels. Further, recent world events evolving out of trade disputes, increased terrorist activities and political and military action in the Middle East and elsewhere, among other events, have created an air of uncertainty concerning the stability of the global economy. Historically, such events have resulted in disturbances in financial markets, and it is impossible to determine the likelihood of future events. Any negative change in the general economic conditions in the United States and globally could adversely affect the financial condition and operating results of the business. We plan to expand our level of operations. However, slower economic activity, concerns about inflation or deflation, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns in the general economy and recent international conflicts and terrorist and military activity have resulted in a downturn in worldwide economic conditions, especially in the United States. Political and social turmoil related to international conflicts and terrorist acts may place further pressure on economic conditions in the United States and worldwide. These political, social and economic conditions make it extremely difficult for us to accurately forecast and plan future business activities. If such conditions continue or worsen, then our business, financial condition and results of operations could be materially and adversely affected.
Market prices for oil and natural gas are volatile and a decrease in prices could reduce drilling, completion and production activities by producers on or around our land, resulting in a reduction in the use of transportation and facilities services, as well as the amount of revenues we receive from marketing activities. The market prices for oil and natural gas are subject to U.S. and global macroeconomic and geopolitical conditions, among other things, and, historically, have been subject to significant price fluctuations and may continue to change in the future. Prices for oil and natural gas may fluctuate widely in response to relatively minor changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control and the control of producers on or around our land, such as:
These factors have at times resulted in, and may in the future result in, a reduction in global economic activity and volatility in the global financial markets and make it extremely difficult to predict future oil and natural gas price movements with certainty. A sustained decline in oil and natural gas prices may reduce the amount of oil and natural gas that can be produced economically by producers on or around our land, which may reduce such producers’ willingness to develop such land and hire our transportation assets and facilities services. Producers near or around our transportation assets and facilities could also determine during periods of low oil and natural gas prices to shut-in or curtail production from wells on such land, or plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. The scale and duration of the impact of these factors cannot be predicted but could lead to an increase in our customers’ operating costs or a decrease in our or our customers’ revenues, and any substantial decline in the price of oil and natural gas or prolonged period of low oil and natural gas prices may materially and adversely affect our results of operations, cash flows and financial position.
FutureOur future growth may place strainsdemands on our financial, operational, and human resources, possiblywhich could negatively affectingaffect our results of operations, cash flowsflows, and financial position. Our ability to grow will depend on a number of factors, including:
We may also face challenges in making attractive acquisitions or integrating acquired assets and facilities, which could limit our growth prospects.
We may also be unable to make attractive acquisitions, which could inhibit our ability to grow, or we could experience difficulty commercializing any acquired assets or facilities. It may be difficult to identify attractive acquisition opportunities and, even if such opportunities are identified, our existing and/or future debt agreements contain, or may contain, limitations on our ability to enter into certain transactions, which could limit our future growth.
We intend to grow our business partly through revenues and contracts tied to newly-constructednewly constructed facilities. Facility constructionConstruction projects involve numerous regulatory, environmental, politicalpolitical, and legal uncertainties, including political opposition byfrom environmental groups, local groupscommunities, and other advocates.stakeholders. Such opposition canmay takeresult manyin forms, including the delaydelays or denialdenials of required governmental permits, organized protests, regulatory challenges, lawsuits, or attempts to blockdisrupt or sabotage our operations, intervention in regulatory or administrative proceedings related to our permitting efforts or otherwise involving their assets, or lawsuits or other actions designed to prevent, disrupt or delay the operation of our assets or their business. There can be no assurance that such infrastructure will be developed at all or that we will complete these projects on schedule or at an economical cost, and we may not realize the anticipated benefits of such projects.operations.
There can be no assurance that facilities will be developed at all, completed on schedule, or constructed at economical cost, and anticipated benefits may not materialize. Technical difficulties during construction may reduce capacity or shorten the useful life of assets. Expansion projects may fail to attract sufficient demand or new customers, potentially limiting expected returns and adversely affecting our results of operations, cash flows, and financial position.
We may also encounter technical difficulties during the construction of such infrastructure leading to a reduction in capacity or a shorter useful life. Moreover, we may undertake expansion projects to capture anticipated future growth that does not materialize or for which they are unable to acquire new customers. As a result, the new facilities and infrastructure developed by us may not be able to attract enough demand to achieve their expected investment return, which could materially and adversely affect our results of operations, cash flows and financial position.
In addition, actsActs of sabotage or eco-terrorism could cause significantdamage, damageinjury, environmental harm, or injuryoperational tointerruptions. people, property or the environment or lead to extended interruptions of operations. Moreover, governmentalGovernment authorities exercise considerable discretion in thepermit timing and scope of permit issuancescope, and thepublic publicintervention may engagefurther indelay the permitting process, including through intervention in the courts.approvals. Negative public perception could cause the permits our customers require to conduct their operations to be withheld, delayed or burdened by requirements that restrict our customers’ ability to profitablyoperate conductprofitably, theirwhich business.in turn could reduce usage of our existing transportation and facilities assets and hinder future development. Any such event that delaysevents, or otherwise interrupts the revenues generated by our operations, or which causes us to make significant expenditures not covered by insurance, could adverselymaterially affectimpact our revenue in respect of use of existing transportation and facilitiesfinancial assets as well as our future development of facilities.performance.
Technological advancements in connection with alternatives to hydraulic fracturing could decrease the demand for our produced water sales and the Endeavor Entities’ produced water transportation and handling operations.
Wide-scale development of techniques to recycle produced water for use in completion activities or otherwise could adversely affect the amount of produced water transported to and handled by our transportation fleet, which could materially and adversely affect our results of operations, cash flows and financial position. Some exploration and production companies are focusing on developing and utilizing non-water fracturing techniques, including those utilizing propane, carbon dioxide or nitrogen instead of water. If producers in the Permian and Eagle Ford Basins begin to shift their fracturing techniques to waterless fracturing in the development of their wells, our produced water transportation business could be materially and negatively impacted.
Our RPC services will be at an early operational stage after operations commence, and the success of these services is subject to the substantial risks inherent in the establishment of a new business venture.
Our RPC services will be in an early operational stage after operations commence, and our initial operations will focus on the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by or laden with heavy crude oil and hydrocarbon-based substances. Thereafter, we plan for the second stage of our operational strategy related to our RPCs, which involves the selling the asphaltic cement and/or other petroleum-based products we are able to produce from the hydrocarbons we recover.
Our services related to our RPCs may not prove to be successful. We currently have two RPCs in Kuwait but neither are presently engaged in remediation operations and we have fully-impaired the value of these two RPCs in our financial statements as of December 31, 2024. We will need to deploy these two RPC and scale our remediation business beyond these two RPCs and demonstrate that our scaled-up recovery and remediation business can be profitable. Any future success that we may enjoy related to our RPC business will depend on many factors, some of which may be beyond our control, and others which cannot be predicted at this time.
As a result of our financial condition, there is uncertainty regarding our ability to continue as a going concern. To that end, our independent registered public accounting firm for our financial statements for the year ended December 31, 2024 has included an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern, we must effectively balance many factors and increase our revenues to a point where we can fund our operations from our sales and revenues. If we are not able to do this, we may not be able to continue as an operating company.
WeBecause we rely uponon a few,limited selectnumber of key employees who are instrumental into our ability to conduct and grow our business. Inbusiness, the eventloss of any of thosethese keyindividuals employeescould wouldmaterially noand longeradversely be affiliated with the Company, it may have a material detrimental impact as toaffect our ability to successfully operate and expand our business.
We depend on the continued services of our key personnel, including James Ballengee, our Chief Executive Officer, TylerKimberly Nelson,Hawley, our Executive Vice President, Chief Financial Officer,Officer Russ& Shelton,Treasurer, Les Patterson, our Executive Vice President and Chief Operating Officer, and Pat Knapp, our Executive Vice President, General Counsel & Secretary. Our work with each of these key personnel are subject to changes and/or termination, and our inability to effectively retain the services of our key management personnel, could materially and adversely affect our operating results and future prospects.
We may have difficulty raising additional capital,capital when needed, and any such financing could result in dilution to existing stockholders or the issuance of securities with rights, preferences, or privileges that are senior to those of our common stock, which could deprive us of necessary resources,materially and youadversely mayaffect experienceexisting dilution or subordinate stockholder rights, preferences and privileges as a result of our financing efforts.stockholders.
James Ballengee, one of our officers and directors, and Chairperson of the Board of Directors, beneficially owns approximately 5.0% of our outstanding Common Stock. As a result, Mr. Ballengee is able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. Because the interests of Mr. Ballengee may not always coincide with those of our other stockholders, such stockholder may influence or cause us to take actions with which our other stockholders disagree.
Our business plan includes operating internationally, which subjects us to a number of risks.
Our strategic plans include international operations, such as our projects in the Middle East. We intend to use our proprietary RPC technology system and develop, construct and potentially sell our RPC system in international locations. Risks inherent to international operations include the following:
As a result of our financial condition, there is uncertainty regarding our ability to continue as a going concern. To that end, our independent registered public accounting firm for our financial statements for the year ended December 31, 2025 has included an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern, we must effectively balance many factors and increase our revenues to a point where we can fund our operations from our sales and revenues. If we are not able to do this, we may not be able to continue as an operating company.
We have identified material weaknesses in our internal control over financial reporting.reporting, Failureand toany maintainfailure effectiveof internalthese controls could causeprevent ouraccurate investorsfinancial toreporting loseor fraud prevention and materially undermine investor confidence in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud.
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires thatus weto maintain effective internal control over financial reportingreporting. that meets applicable standards. We may err in the design or operation of our controls, and allAll internal control systems, no matter howhowever well designeddesigned, have inherent limitations and operated, can provide only reasonable assurance that thefinancial reporting objectives of the control system are met. Because there are inherent limitations in all control systems, there can be no assurance that all control issues have been or will be detected. If we are unable,fail, or are perceived as unable, to producefail, in producing reliable financial reports due to internal control deficiencies,reports, investors could lose confidence in our reported financial information and operating results, which could resultnegatively inaffect a negativethe market reactionprice and a decrease inof our stockcommon price.stock.
We have identified material weaknesses in our internal controls related to segregation of duties and the financial reporting process. As of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that:
These control deficiencies, which are pervasive in nature, result in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.
We are taking steps to address these material weaknesses, including hiring additional personnel and strengthening our financial reporting processes. However, there can be no assurance that material weaknesses will not occur in the future.
If new material weaknesses are identified, or if we fail to comply with Section 404 requirements, we may be unable to assert that our internal control over financial reporting is effective. This could result in delayed filings, loss of investor confidence, negative impacts on our stock price, regulatory investigations, or litigation, any of which could materially and adversely affect our business, financial condition, results of operations, and reputation.
We have identified material weaknesses in our internal controls related to the segregation of duties and financial reporting process within our internal controls. As of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that: (1) we did not have enough personnel in our accounting and financial reporting functions. Due to insufficient personnel in our accounting department, we were not able to achieve adequate segregation of duties, and as a result, we did not have adequate review controls surrounding: (i) our technical accounting matters in our financial reporting process, and (ii) the work of specialists involved in the estimation process. (2) Due to new relationships with a small banking institution and consultants in 2023, we were not able to achieve adequate controls surrounding the review and dual authorization of certain treasury transactions and fixed assets. (3) We did not always follow certain review and authorization procedures related to corporate governance and the release of information to the public. After failing to adhere to certain corporate governance administrative procedures, we did not achieve adequate review at the executive or independent Board of Director level over certain accounting and risk assessments or the timely reporting of material transactions. We also did not achieve adequate review of certain public reports and disclosures prior to the public disclosure of the information. We believe we may be able to substantially resolve our identified material weakness in our internal controls in the future as we continue to hire personnel to fulfill the duties related to the financial reporting process and growth in our business. There can be no assurances that weakness in our internal controls will not occur in the future.
If we identify new material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting (if and when required), we may be late with the filing of our periodic reports, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected. As a result of such failures, we could also become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm our reputation, financial condition or divert financial and management resources from our core business, and would have a material adverse effect on our business, financial condition and results of operations.
Our prospective customers operate in the oil and gas industry. As a result, we will be subject to the success of the oil and gas industry, which is subject to substantial volatility based on numerous worldwide factors. A decline in the price of crude oil or natural gas will have a material adverse effect on our business, financial condition, results of operations and cash flows. The oil and gas industry is competitive in all its phases. Competition in the oil and gas industry is intense. Our customers could include competitors such as oil and gas companies that have substantially greater financial resources, staff and facilities than those of our customers and lessees. Competitive factors in the distribution and marketing of oil and other hydrocarbon products include price and methods and reliability of delivery.
Our operations are exposed to the risks inherent to our industry, such as equipment defects, vehicle accidents, fires, explosions, blowouts, pipe or pipeline failures, and various environmental hazards, such as oil spills and releases of, and exposure to, hazardous substances. For example, our operations are subject to risks associated with storage and handling of oil, including any mishandling or surface spillage. In addition, our operations are exposed to potential natural disasters, including blizzards, tornadoes, storms, floods, other adverse weather conditions and earthquakes. The occurrence of any of these events could result in substantial losses to us due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties or other damage resulting in curtailment or suspension of our operations. The cost of managing such risks may be significant. The frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators. In particular, our customers may elect not to purchase our product if they view our environmental or safety record as unacceptable, which could cause us to lose customers and revenues.
Our insurance may not be adequate to cover all losses or liabilities we may suffer. Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased and could escalate further. In addition, sub-limits have been imposed for certain risks. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we are not fully insured, it could have a material adverse effect on our business, results of operations and financial condition. In addition, we may not be able to secure additional insurance or bonding that might be required by new governmental regulations. This may cause us to restrict our operations, which might severely impact our financial position.
Additionally, we may not have coverage if we are unaware of the pollution event and unable to report the “occurrence” to our insurance company within the time frame required under our insurance policy. In addition, these policies do not provide coverage for all liabilities, and the insurance coverage may not be adequate to cover claims that may arise, or we may not be able to maintain adequate insurance at rates we consider reasonable. A loss not fully covered by insurance could have a material adverse effect on our financial position, results of operations and cash flows.
While we have positions in every major oil and natural gas-producing basin in the contiguous lower 48 states, our assets are disproportionately located in the Permian and Eagle Ford Basins of Texas and New Mexico, making us vulnerable to risks associated with geographic concentration in those areas. In particular, we and our customers may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from oil and natural gas wells in this area, availability of equipment, facilities, personnel or services, market limitations, governmental regulation and political activities, processing or transportation capacity constraints, natural disasters, adverse weather conditions, water shortages or other drought related conditions or interruption of the processing or transportation of oil and natural gas. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic oil and natural gas producing areas such as the South Karnes Trough or the Delaware Basin, which may cause these conditions to occur with greater frequency or magnify the effects of these conditions.
WeBecause requirewe are required to obtain and maintain a variety of permits to operate our business.business, Iffailure weto aresuccessfully notobtain successful in obtaining and/or maintainingmaintain thosesuch permits itcould willmaterially and adversely impactaffect our operations.
Our business requires a variety of permits to operate. OurIf inabilitywe are unable to obtain or maintain these permits in a timely mannermanner, our operations could resultbe indelayed substantialor delaysdisrupted. to our business. In addition,Additionally, our customers may not receive permittingpermits for our equipment’sthe specific use of our equipment, and we may be unable to adjustmodify our equipment to meet our customer’stheir permitting needs.requirements. ThePermit issuance of permits is dependentdepends on the applicable government agencies and is beyond our control and that of our customers. There can be no assurance that we and/or our customers will receiveobtain the permits necessary to operate,permits, which could substantiallyhave anda adverselysubstantial affectadverse effect on our operations and financial condition.
WeBecause we are required to pay permit and approval fees to operate in certain business segments and locations.locations, If we are not ablefailure to pay thosesuch fees itcould wouldmaterially and adversely impactaffect our business.
We are required to pay various types of permit and approval fees to the applicable governmental and quasi-governmental agencies to operate ourin business.certain business segments and locations. These fees are subject to change at the discretion of the various agencies. Our inability to pay these permit and approval fees could substantially and adversely affect our operations and financial condition.
We,Because we and our customers and prospective customers, are subject to numerous domestic and international governmental regulations, bothour domesticallycontinued andsuccess internationally.depends Inon orderour to operate successfully we must be ableability to comply with these regulations.requirements.
For the year ended December 31, 2025, approximately 23% of our total revenues was generated from one major customer, who was a related party. In addition, we rely on a limited number of customers across our crude oil transportation, terminaling and storage, marketing and trading, and remediation segments. Many of our contracts do not include minimum volume commitments, and demand from these customers may fluctuate due to factors beyond our control. The loss of any major customer, a reduction in volumes, or the inability to renew or replace contracts due to competition, credit issues, or other factors could materially and adversely affect our revenues, results of operations, cash flows, and financial condition.
Management's Discussion & Analysis (MD&A)
New heading “Change in Segment Reporting”
New heading “Cost of Revenue”
New heading “Cost of Revenues”
New heading “Cash Flows from Operating Activities”
New heading “Cash Flows from Investing Activities”
New heading “Cash Flows from Financing Activities”
New heading “Liquidity Outlook and Going Concern”
Removed heading “Gain on deconsolidation of variable interest entity”
Removed heading “Operating Expenses”
Removed heading “Interest Expense”
Removed heading “Operating Expenses”
Removed heading “Unrealized loss on marketable securities”
Removed heading “Interest expense”
Removed heading “Noncontrolling interest”
Largest changes
“Liquidity Outlook and Going Concern”see in full comparison
“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.”see in full comparison
“On July 30, 2025, we sold all of the issued and outstanding limited liability company membership interests in Meridian Equipment Leasing, LLC, a Texas limited liability company, and Equipment Transport, LLC, a Pennsylvania limited liability company (the “Water Trucking Sale”), pursuant to that certain Membership Interest Purchase Agreement of even date therewith by and between Vivakor Transportation, LLC, as Seller, and Jorgan Development, LLC, as Buyer (the “Water Trucking Sale Agreement”), in exchange for $11,058,235 USD paid in 11,058 shares of Series A Convertible Preferred Stock of …”see in full comparison
“For the years ended December 31, 2025 and 2024, total operating expenses were $101,574,078 and $32,214,497, respectively, representing an increase of $69,359,581, or 215%. The increase was primarily driven by a $40,569,772 impairment charge recorded during 2025, as well as the inclusion of a full year of operating expenses from the Endeavor Entities, which were acquired on October 1, 2024. The Company also reduced goodwill in connection with the divestiture of certain business units during the year.”see in full comparison
“For the years ended December 31, 2025 and 2024, loss from operations was $63,827,927 and $21,995,293, respectively, representing an increase of $41,832,634, or 190%. The increase in operating loss was primarily driven by a $40,569,772 goodwill impairment charge recorded during 2025.”see in full comparison
“In addition to higher interest expense, we recognized a loss on conversion of debt of $17,403,367. The loss resulted from (i) the conversion of approximately $8.1 million of outstanding convertible debt into common stock at contractually discounted conversion prices significantly below market value, creating a non-cash charge for the excess fair value of shares issued, and (ii) the recognition of an estimated derivative liability associated with the remaining convertible notes due to the lender’s ability to convert the debt at discounted default-based conversion prices. …”see in full comparison
Full comparison: every changed paragraph (108)
Vivakor, Inc. (“Vivakor” or the “Company”) is a socially responsible operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions. Beginning in the third quarter of 2025, the Company revised its segment structure to better reflect the way management evaluates operating performance and allocates resources. As a result, the Company now reports three operating and reportable segments, transportation and logistics, terminaling and storage services, and supply and trading, compared with two segments reported in prior periods. The change primarily reflects the growth and increased operational significance of our supply and trading activities and enhances transparency into our operating performance. These segments work together to support the reliable movement of crude oil from production areas to key market hubs across the Permian Basin, Eagle Ford Basin, and mid-continent regions.
Our transportation and logistics services include the trucking and pipeline transportation of crude oil and related hydrocarbon products. Trucking operations are based in the DJ Basin, the STACK play in Central Oklahoma, and the Permian and Eagle Ford Basins in Texas, where our crude-oil trucking fleet transports volumes from production sites to our terminaling, storage, and blending facilities. We also operate the 45-mile Omega Gathering Pipeline in Blaine County, Oklahoma, which connects to the Plains STACK Pipeline and provides direct access to the Cushing, Oklahoma storage hub. These assets offer flexible and scalable crude-oil movement solutions that support our terminaling and supply activities across multiple producing regions.
Our terminaling and storage segment includes crude oil facilities in Colorado City, Texas, and Delhi, Louisiana, strategically located hubs at major pipeline intersections that support the receipt, handling, blending, storage, and distribution of crude oil and petroleum products. These terminals play a critical role in our midstream network and support our supply and trading activities.
Our supply and trading segment enhances our commercial reach by purchasing, aggregating, marketing and reselling crude oil, condensate, natural gas liquids and related hydrocarbon products. Operating as a core component of our integrated midstream platform, the segment connects production, transportation, terminaling, and end-market delivery.
We have two operating business segments: (i) transportation logistics services and (ii) terminaling and storage facility product and services related to oil and gas production.
Our transportation and facilities services primarily consist of trucking crude oil and produced water and transportation and terminaling services of crude oil via the Omega Gathering Pipeline. Our trucking services are centered in the Permian and Eagle Ford Basins, which are the most active regions for oil and natural gas exploration and development in the United States. On average, each new oil well in the Permian Basin produces approximately 1,300 barrels of crude oil or more per day. Those same wells produce approximately 10,000 barrels or more of produced water per day, historically considered a waste product. We utilize one of the largest combined oil and produced water trucking fleet in the United States to transport those products to a fully-integrated network of facilities where we blend various grades of crude oil, and reuse or dispose of produced water. Access to immediate, flexible, scalable transportation is a vital component of oil and natural gas exploration and development, as is the efficient takeaway, treatment, disposal, and/or reuse of commodities associated with oil and gas production. Transportation and terminaling of crude oil is also conducted utilizing our Omega Gathering Pipeline, which is an integrated approximately forty-five (45) mile crude oil gathering and pipeline in Blaine County, Oklahoma, in the heart of the STACK play. The line is tied into the Cushing, Oklahoma storage hub via the Plains STACK Pipeline. We also own and operate fifteen (15) crude oil pipeline injection truck stations, primarily centered in the Permian Basin.
Our terminaling and storage product and services primary consist of two operational major crude oil terminaling facilities. One is located in Colorado City, Texas, and the other facility is located in Delhi, Louisiana. Both facilities are located at the junction of several major interstate pipelines, receive various grades of crude oil from our customers, and their operations should give our marketing division a key competitive advantage in sales of resulting blends in critical markets once that business is developed. These crude oil terminals are industrial facilities that serve as hubs for the storage, handling and distribution of crude oil and petroleum products.
InThe additionCompany tois ouralso twoinvesting operatingin businessfuture segments,growth wethrough planthe todevelopment performof remediationRemediation servicesProcessing utilizing our remediation processing centersCenters (“RPCs”), atwith someour pointfirst infacility theunder future. We are currently constructing a full-capacity RPCconstruction at the San Jacinto River & Rail Park in Harris County, Texas. Once complete, we anticipateoperational, the strategicallyRPC locatedis facilityexpected to be capable of processingprocess oilfield solid wastes into economiceconomically valuable byproducts such as condensate, propane, and butane.butane This RPCand will featureinclude an adjacent, complimentaryadjacent truck wash facilityfacility. fromThe whichremediation wesegment expectwill tobe derivereported additionalseparately revenue.and Lastincorporated yearinto weoperations movedupon ourcommencement otherof full-capacitycommercial RPC to Kuwait, where we are currently in negotiations with the Kuwaiti Oil Company to potentially use the RPC to clean sands contaminated with oil, primarily from oil wells destroyed during the Persian Gulf War.activity.
Overall, our business strategy is centered on building an integrated midstream and environmental services platform that supports operational efficiency, enhances market access for customers, and positions the Company for long-term growth.
On October 1, 2024, we acquired Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively with their subsidiaries, the “Endeavor Entities”), making those entities wholly-owned subsidiaries, which gave us operations in several different areas of the midstream oil and gas industry. Our management and Board of Directors is currently reviewing all aspects of the Endeavor Entities’ assets and operations, including the synergies they have with our pre-acquisition operations and the debt related to certain of those assets and operations. In the event our management and Board of Directors determines some of those assets or operations do not fit organizationally with our other assets and operations then we may seek strategic alternatives with those certain assets and/or operations.
On July 30, 2025, we sold all of the issued and outstanding limited liability company membership interests in Meridian Equipment Leasing, LLC, a Texas limited liability company, and Equipment Transport, LLC, a Pennsylvania limited liability company (the “Water Trucking Sale”), pursuant to that certain Membership Interest Purchase Agreement of even date therewith by and between Vivakor Transportation, LLC, as Seller, and Jorgan Development, LLC, as Buyer (the “Water Trucking Sale Agreement”), in exchange for $11,058,235 USD paid in 11,058 shares of Series A Convertible Preferred Stock of Vivakor, Inc., which shares will no longer be considered outstanding or be entitled to the relevant annual dividend. The Buyer of such entities is controlled by James Ballengee, our Chairman, President, and Chief Executive Officer. The sale was subject to a one-time post-closing purchase price adjustment based on the sold subsidiaries’ financial results as reflected on Vivakor’s Form 10-Q Quarterly Report for the period ended June 30, 2025, however, no adjustment was required, and the consideration remained unchanged. Prior to consummating the Water Trucking Sale, we transferred certain assets and liabilities between companies and certain affiliates (namely James Ballengee and entities he controls) to comply with pre-existing debt covenants, facilitate crude oil trucking operations, and minimize potential operational disruption to our crude oil-focused businesses. In connection with the Water Trucking Sale, and among other agreements as further set forth in the Water Trucking Sale Agreement, (i) affiliates of Vivakor, and the Ballengee Family Office Affiliates, amended and restated that certain Transition Services Agreement dated October 1, 2024, to account for new and additional services to be provided by various parties thereto, (ii) the parties amended and restated that certain Secured Promissory Note dated August 15, 2022, by and between Vivakor, as Borrower, and Jorgan Development, LLC, as Lender, reducing the payments to Lender thereunder from ninety-nine percent (99%) of Monthly Free Cash Flow, as defined therein, to fifty percent (50%) of Monthly Free Cash Flow, and (iii) Mr. Ballengee and certain Ballengee Family Office Affiliates voluntarily suspended the right to receive dividends and distributions upon Series A Convertible Preferred Stock of Vivakor, Inc. held by them for the period from August 1, 2025 to January 1, 2026.
Change in Segment Reporting
Beginning in the third quarter of 2025, the Company revised its segment reporting structure to better reflect how the chief operating decision maker evaluates performance and allocates resources across the business. Historically, the Company reported two operating segments: crude oil transportation and terminaling and storage services. In August 2024, the Company launched supply and trading activities, and during the third quarter of 2025, management determined that these activities had expanded sufficiently in scope and scale to meet the criteria for a reportable operating segment under ASC 280. As a result, the Company now reports three operating segments: transportation and logistics, terminaling and storage services, and supply and trading. Revenue generated from supply and trading was previously reported within terminaling and storage services in 2025 and as product revenue in 2024.
Concurrent with this change, the Company no longer reports “Corporate and Other” as a separate category, as these activities do not represent an operating segment and are not separately reviewed by the chief operating decision maker. Corporate-level expenses, including executive and shared services personnel costs, stock-based compensation, professional fees, and other overhead costs, are now allocated to operating segments or reflected in consolidated results, as appropriate.
The Company’s chief operating decision maker uses segment gross profit as the primary measure of performance for evaluating operating results and making decisions regarding the allocation of capital and resources. Accordingly, segment results are presented through gross profit, and segment-level operating income or loss is no longer presented. This change aligns external reporting with the manner in which management currently views and manages the business.
All segment information presented reflects the updated structure. Prior-period segment information has been recast, where applicable, to conform to the current presentation. The change in reportable segments did not impact the Company’s consolidated financial statements for prior periods other than reclassifications to conform prior period segment information to the current presentation.
Revenue
For the years ended December 31, 20242025 and 2023, we realized2024, revenues ofwere $89,811,240$104,418,809 and $59,321,752,$89,811,240, respectively, representing an increase of $30,489,488$14,607,569, or 51.40%.16%. The increase in revenue iswas primarily attributedattributable to thea salesfull year of logisticsoperations from the transportation and terminalinglogistics realizedsegment throughfollowing the operationsacquisition of our newly acquiredthe Endeavor Entities’ businesses, which were acquired through our business combination, which closedEntities on October 1, 2024.2024, as well as the expansion of supply and trading activities during 2025.
For the yearyears ended December 31, 20242025 and 2023, our2024, cost of revenues consistedwas $66,672,658 and $79,592,036, respectively, representing a decrease of $11,717,963, or 15%. Cost of revenues consists primarily of costs associated with sellingthe purchase and sale of crude oil and natural gas liquidliquids, as well as operating costs related to transportation and throughlogistics theand operationsterminaling from our newly acquired businesses in logistics, which were acquired through our business combination which closed on October 1, 2024.activities.
The decrease in cost of revenues was primarily driven by changes in revenue mix, including increased contributions from higher-margin transportation and logistics operations and reduced relative activity in lower-margin terminaling and related-party transactions compared to the prior year.
For the years ended December 31, 2024 and 2023, costs of revenue were $79,592,036 and $54,300,788, respectively, representing an increase of $25,291,248 or 46.58%. The increase in the cost of revenue is primarily attributed to the cost of goods sold for our logistics and terminaling realized through the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.
For the years ended December 31, 20242025 and 2023, we realized2024, gross profit ofwas $10,219,204$37,746,151 and $5,020,964,$10,219,204, respectively, representing an increase of $5,198,240$26,325,532, or 103.53%.258%. ForThe theincrease years ended December 31, 2024 and 2023, thein gross profit increasedwas primarily driven by higher revenues and a significant improvement in proportiongross tomargin within the revenuetransportation and costslogistics segment, which generated substantially higher margins following the acquisition of revenue related to the purchaseEndeavor and sale of our oil and natural gas liquid products.Entities.
Gross margin improved as a result of a shift in business mix toward higher-margin transportation and logistics activities and improved utilization of the Company’s assets. While the supply and trading segment contributed significantly to total revenues during 2025, it generated minimal gross profit due to the nature of those activities, which are characterized by high volumes and low margins.
Our grossGross margin willmay continue to be affected by a variety of factorsfactors, thatincluding includecommodity prices, product mix, volumes handled across the marketCompany’s pricesassets, of our oil products,and the volume produced by our facilities, and ourCompany’s ability to raiseeffectively capitalmanage tooperating continue to fund our operations or other ancillary agreements outside of the oil gathering, transportation,costs and storageexpand activities.higher-margin service offerings.
Our operating expenses consist primarily of sales and marketing, general and administrative expenses, impairment expense, and amortization and depreciation expense.
For the years ended December 31, 2025 and 2024, total operating expenses were $101,574,078 and $32,214,497, respectively, representing an increase of $69,359,581, or 215%. The increase was primarily driven by a $40,569,772 impairment charge recorded during 2025, as well as the inclusion of a full year of operating expenses from the Endeavor Entities, which were acquired on October 1, 2024. The Company also reduced goodwill in connection with the divestiture of certain business units during the year.
General and administrative expenses increased to $43,014,172 for the year ended December 31, 2025 from $12,206,031 for the year ended December 31, 2024, primarily due to the inclusion of a full year of costs associated with the Endeavor Entities, as well as increased professional fees and other public company costs. Amortization and depreciation expense increased to $17,981,914 from $11,360,425, primarily reflecting additional assets placed into service following the acquisition.
Our operating expenses consist primarily of marketing, general and administrative expenses, impairment loss, and amortization and depreciation expense. Marketing expenses include marketing fees of company representatives for marketing the business and its products and services. General and administrative expenses include professional services, including audit, tax, and legal fees associated with the costs for services in finance, accounting, administrative activities and the formation and compliance of a public company. Impairment loss includes the expense associated with events or changes in circumstances that indicate the carrying amount of an asset may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized. Amortization and depreciation expense uses the useful life of the asset to calculate the amortization or depreciation expense in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and management’s judgment.
For the years ended December 31, 2024 and 2023, we realized operating expenses of $32,214,497 and $11,352,624, which represents an increase of $20,861,873, or 183.76%. Our operating expenses increased due to the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024, and impairment expense of $8,632,773, which was mainly attributed to an impairment loss of $7,047,179 for related to the impairment of our Kuwait RPCs and the impairment loss on our ancillary agreements, including the exclusive license agreement for the development and use of a nanosponge technology of $1,530,496 for the year ended December 31, 2024.
For the years ended December 31, 2025 and 2024, loss from operations was $63,827,927 and $21,995,293, respectively, representing an increase of $41,832,634, or 190%. The increase in operating loss was primarily driven by a $40,569,772 goodwill impairment charge recorded during 2025.
Excluding the impact of the impairment charge, operating results reflect increased activity from a full year of operations following the acquisition of the Endeavor Entities on October 1, 2024, including higher revenues and gross profit, partially offset by increased general and administrative expenses associated with the expanded scale of the Company’s operations.
For the years ended December 31, 2024 and 2023, we realized a loss from operations of $21,995,293 and $6,331,660, which represents an increase of $15,663,633, or 247.39%. The increase in loss is attributed to the net effect of the operations from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024, and the impairment loss of $7,047,179 on its Kuwait RPCs and impairment loss of $1,530,496 on the exclusive nanosponge license for the year ended December 31, 2024.
Interest expenseExpense and Loss on Conversion of Debt
For the years ended December 31, 2025 and 2024, we realized interest expense of $26,668,529 and $4,695,234, which represents an increase of $20,304,237, or 432.44%. The increase was primarily driven by refinancing and forbearance arrangements entered into during the period, which resulted in the recognition of unamortized original issue discount and deferred financing cost write-offs, along with default-related fees. Interest expense also increased due to finance lease and debt obligations assumed in the acquisition of the Endeavor Entities on October 1, 2024, as well as the effects of the Maxus Capital Group forbearance agreement.
In addition to higher interest expense, we recognized a loss on conversion of debt of $17,403,367. The loss resulted from (i) the conversion of approximately $8.1 million of outstanding convertible debt into common stock at contractually discounted conversion prices significantly below market value, creating a non-cash charge for the excess fair value of shares issued, and (ii) the recognition of an estimated derivative liability associated with the remaining convertible notes due to the lender’s ability to convert the debt at discounted default-based conversion prices. This derivative liability is reflected within Other Liabilities on the condensed consolidated balance sheet and totaled $9,062,320 as of December 31, 2025.
For the years ended December 31, 2024 and 2023, we realized interest expense of $4,816,692 and $4,025,077, which represents an increase of $791,615, or 19.67%. The increase in interest expense is mainly attributable to the net effect of the accrued interest on newly acquired debt from the close of the acquisition of the Endeavor Entities on October 1, 2024, and the amendment of our note issued as consideration in the 2022 MIPA approved by the shareholders on November 10, 2023. As the amendment was accounted for as a troubled debt restructuring under ASC 470 – Debt (“ASC 470”), the note was thus written to the amount of the undiscounted future cash flows on the note to maturity, and therefore no interest expense is realized for the remainder of the note to maturity.
For the years ended December 31, 20242025 and 2023,2024, we reported an unrealized loss of $413,188 and an unrealized gain of $165,275 and an unrealized loss of $1,156,928 on marketable securities, which represents ana increasedecrease in the unrealized gain of $1,322,203,$578,463, or 114.29%.350.00%. Our marketable securities were considered to be traded on an active market and were accounted for at a fair value based on the quoted prices in the active markets resulting in aggregate unrealized gain as noted above.
Gain on deconsolidation of variable interest entity
In accordance with ASC 810, as of October 1, 2023, we deconsolidated Viva Wealth Fund I, LLC (VWFI), recognizing a gain on deconsolidation of $438,099. The assets ($10.2 million), liabilities ($551,950) and equity ($10.1 million) related to VWFI were removed from our financial statements (Note 3 Principles of Consolidation), resulting in the gain on deconsolidation.
Noncontrolling interests represent the portion of certain consolidated subsidiaries that are owned by third-parties.third parties. The decrease in noncontrolling interest was due primarily related to the noncontrolling interest’s allocation of the impairment expenses noted above.
The terminaling and storage services segment consists of crude oil terminal facilities located in Colorado City, Texas and Delhi, Louisiana.
The Terminaling and Storage segment generated total revenues of $11.7 million for the year ended December 31, 2025, compared to $71.0 million for the year ended December 31, 2024, representing a decrease of $59.3 million, or 83%. The decrease in revenue was primarily attributable to the divestiture of Meridian Equipment Leasing and Equipment Transport in July 2025, which significantly reduced related-party volumes and throughput activity compared to the prior year.
In addition, the decline in related-party revenues reflects a change in classification of certain activities to the transportation and logistics segment, as well as a reduction in related party crude sales.
Revenue
The increase in revenue is primarily attributed to the net effect of an increase in related party volumes purchased and processed at our Silver Fuels Delhi facility of approximately $8.1 million, and additional revenues of approximately $3.6 million from our newly acquired or newly formed entities related to the Endeavor Entities acquisition, which were acquired through our business combination, which closed on October 1, 2024.
Cost of revenues was $4.2 million for the year ended December 31, 2025, compared to $65.8 million for the year ended December 31, 2024, representing a decrease of $61.6 million, or 94%. The decrease in cost of revenues was primarily driven by the reduction in volumes associated with the divested entities and a decline in lower-margin related-party activity.
Gross profit increased to $7.6 million for the year ended December 31, 2025 from $5.2 million for the year ended December 31, 2024, representing an increase of $2.3 million, or 44%. The increase in gross profit, despite lower revenues, reflects a shift in revenue mix toward higher-margin terminaling activities and reduced exposure to lower-margin throughput and related-party transactions.
The increase in the cost of revenue is primarily attributed to the cost of goods sold related to the increase in related party volumes purchased and processed at our Silver Fuels Delhi facility, and additional costs of goods sold from our newly acquired or newly formed entities related to the Endeavor Entities acquisition, which were acquired through our business combination, which closed on October 1, 2024.
Operating Expenses
Our operating expenses increased due to the increase in amortization and depreciation from the acquired customer relationships and property and equipment from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.
Interest Expense
The increase in interest expense is attributed to newly acquired loans and notes payable assumed from our newly acquired Endeavor Entities’ businesses, which were acquired through our business combination, which closed on October 1, 2024.
This segment was acquired as part of the Company’s acquisition of the Endeavor Entities on October 1, 2024 and includes crude oil gathering and transportation assets, including pipeline and trucking operations in the Permian and Anadarko Basins.
The Transportation and Logistics segment generated total revenues of $35.1 million for the year ended December 31, 2025, compared to $18.8 million for the year ended December 31, 2024, representing an increase of $4.4 million, or 23.62%. The increase in revenue was primarily attributable to a full year of operations in 2025, compared to a partial period following the acquisition in October 2024, as well as continued activity across the Company’s transportation network.
In addition, the increase reflects a realignment of certain related-party revenues that were previously reported within the terminaling and storage segment and are now included in the transportation and logistics segment, consistent with the Company’s revised segment reporting structure.
Cost of Revenue
Cost of revenues was $6.1 million for the year ended December 31, 2025, resulting in gross profit of $28.9 million, compared to gross profit of $5.0 million for the year ended December 31, 2024. The increase in gross profit was driven by higher revenues and strong margins associated with the transportation and logistics operations.
The segment continues to benefit from a favorable cost structure, including relatively fixed operating costs and high utilization of trucking and pipeline assets, which contributes to strong gross margins. Revenue and gross profit reflect continued trucking and pipeline transportation activity across the Permian, Eagle Ford, DJ Basin, and STACK play following the integration of the Endeavor operations.
This operating segment in its entirety was acquired from our business combination acquisition of the Endeavor Entities’ businesses, which closed on October 1, 2024.
Operating Results of our CorporateSupply and OtherTrading Segment:
What changed in the latest 10-Q
Risk Factors
Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K and in our other filings with the SEC, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K and our other filings with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “July 2026 Reverse Stock Split”
New heading “Results of Consolidated Operations for the six months ended June 30, 2026 and 2025”
New heading “Cost of Revenue”
New heading “Operating Expenses”
New heading “Interest Expense”
New heading “Unrealized Gain (Loss) on Marketable Securities”
New heading “Segment Operating Results for the six months ended June 30, 2026 and 2025”
New heading “Operating Results of our Terminaling and Storage Segment:”
New heading “Operating Results of our Transportation Logistics Segment:”
New heading “Operating Results of our Supply and Trading Segment:”
Largest changes
For the three months endedsee in full comparisonMarchJune31,30, 2026 and 2025, total interest expense, including related-party interest expense, was$2,013,411$4,120,977 and$1,184,198,$4,436,831 respectively, representinganaincreasedecrease of$829,213,$315,854, or234.85%.7.12%. Theincreasedecrease in interest expense was primarily attributable torefinancingthe July 2025 divestiture of Meridian Equipment Leasing, LLC andforbearanceEquipmentarrangementsTransport,enteredLLC,intopartiallyduringoffsetthebyperiod, including the amortization of original issue discounts, deferred financing costs, and default-related fees. Interestinterest expensealsoassociatedincreased due towith finance lease and debt obligations assumed in connection with the acquisition of the Endeavor Entities on October 1, 2024.
“Results of Consolidated Operations for the six months ended June 30, 2026 and 2025”see in full comparison
“Segment Operating Results for the six months ended June 30, 2026 and 2025”see in full comparison
Full comparison: every changed paragraph (67)
Vivakor, Inc. (“Vivakor” or the “Company”) is an integrated provider of midstream services and environmental solutions within the oil and gas industry. The Company operates through three reportable segments: transportation and logistics, terminaling and storage services, and supply and trading. These segments support the movement, storage, and marketing of crude oil and related hydrocarbon products across key oil producing regions, including the Permian Basin and mid-continent regions.
The Company’s transportation
and logistics segment includes trucking and pipeline transportation operations for,operations, including the Omega Gathering Pipeline in Blaine County,
Oklahoma, which serves as a direct connect to the Plains STACK Pipeline and provides access to the Cushing, Oklahoma storage hub. The
terminaling and storage segment includes crude oil storage and blending facilities in Colorado City, Texas and Delhi, Louisiana. The
supply and trading segment purchases, aggregates, markets, and resells crude oil, condensate, natural gas liquids, and related hydrocarbon
products.
The Company is also developing an environmental services business through the planned deployment of Remediation Processing Centers (“RPCs”), are designed to recover hydrocarbons from oil contaminated soils and related waste streams. The deployment plan begins with the construction of a RPC in Harris County, Texas, currently scheduled forto commission in the third quarter of 2026.
July 2026 Reverse Stock Split
On July 17, 2026, the Company effected a 1-for-20 reverse stock split of its common stock pursuant to a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation filed with the State of Nevada on July 10, 2026, following shareholder approval obtained at the Company’s Annual Meeting held on June 30, 2026.
Beginning in the third quarter of 2025,
the Company revised its segment reporting structure to bettermore reflectclosely align with how the chief operating decision maker evaluatesassesses performance
and allocates resources across the business. The Company now reports three operating and reportable segments: transportation and
logistics, terminaling and storage services, and supply and trading. RevenueRevenues generated from supply and trading were previously
reported under Terminaling and Storage and Transportation and Logistics in the first two quarters of 2025.
Results of Consolidated Operations for the three months ended MarchJune 31,30, 2026 and 2025
For the three months ended June 30, 2026 and 2025, revenues were $32,117,206 and $29,099,446, respectively, representing an increase of $3,017,760, or 10.37%. The increase in revenue was primarily attributable to the expansion of the Company’s crude oil supply and trading activities, which generated $26.5 million of revenue during the 2026 period. This increase was partially offset by lower revenues from the Company’s transportation and logistics and terminaling and storage segments as the Company continued to implement commercial strategies that integrate physical crude oil transportation, terminaling and related logistics services with its expanding supply, marketing and trading activities.
For the three months ended March 31, 2026 and 2025, revenues were $19,458,110 and $37,340,291, respectively, representing a decrease of $17,882,181, or 47.89%. The decrease in revenue was primarily attributable to the July 2025 divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC.
ExcludingRevenue from transportation and terminaling services is generally recognized as the impactservices are performed, while revenue from crude oil sales is generally recognized when control of the 2025crude divestitures,oil transfers to the customer. The Company’s earnings and cash flows from its midstream business operations are primarily affected by market conditions, commodity price fluctuations, and crude oil production levels within the Company’s operating regions, which influence throughput volumes, transportation activity, storage utilization, and trading margins.
For the three months ended June 30, 2026 and 2025, cost of revenues was $25,482,907 and $24,519,777, respectively, representing an increase of $963,130, or 3.93%. The increase was primarily attributable to the expansion of the Company’s crude oil supply and trading activities, partially offset by lower costs associated with the Company’s transportation and logistics and terminaling and storage segments.
For the three months ended March 31, 2026 and 2025, cost of revenues was $13,734,880 and $32,581,857, respectively, representing a decrease of $18,846,977, or 57.85%.
Cost of revenues primarily consists ofcomprises costs associated with the Company’s transportation and logistics operations, terminaling and storage services, and crude oil supply and trading activities,activities. andThese costs generally fluctuatesfluctuate based on operating activity levels, throughput volumes, and commodity trading volumes.
For the three months ended MarchJune 31,30, 2026 and 2025, gross profit was $5,723,230$6,634,299 and $4,758,434,$4,579,669, respectively, representing an increase of $964,796,$2,054,630, or 20.28%.44.86%.
The increase in gross profit reflects improved profitability across the Company’s midstream operations despite the change in revenue mix during the period. Gross profit from the transportation and logistics segment increased approximately 30.0%, driven primarily by the reorientation of transportation services with crude oil trading activities in areas with shorter hauling radiuses and cost efficiencies associated with related-party contracts containing minimum volume commitments. Gross profit from the terminaling and storage segment increased approximately 22.8%, primarily attributable to fee-based commercial arrangements and related-party activities. In addition, the Company’s expanding supply and trading segment contributed approximately $1.0 million of gross profit during the 2026 period as increased trade volumes and optimization of crude oil trading activities contributed to the Company’s results.
The increase in gross profit was primarily attributable to improved margins within the Company’s core midstream operations, supported by fee-based commercial arrangements and take-or-pay contracts with minimum volume commitments. In addition, the Company’s supply and trading activities continued to contribute meaningful revenues during the quarter, although these activities generally generate lower margins due to the high-volume nature of the business.
For the three months ended MarchJune 31,30, 2026 and 2025, operating expenses were $8,148,496$6,475,997 and $11,200,915,$11,356,416, respectively, representing a decrease of $3,052,419,$4,880,419, or 27.25%.42.97%. The decrease in operating expenses was primarily attributable to lower depreciation and amortization expense. The decrease in depreciation expense resultingwas fromprimarily attributable to the July 2025 divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, as well as changesrevisions into the estimated useful lives of certain fixed assets during the 2026 period. These decreases were partially offset by increased legalproperty and accountingequipment expensesbased on operational experience and the establishment of an allowance for expected credit losses during the 2026 period.usage.
For the three months ended MarchJune 31,30, 2026 and 2025, total interest expense, including related-party interest expense, was $2,013,411$4,120,977 and $1,184,198,$4,436,831 respectively, representing ana increasedecrease of $829,213,$315,854, or 234.85%.7.12%. The increasedecrease in interest expense was primarily attributable to refinancingthe July 2025 divestiture of Meridian Equipment Leasing, LLC and forbearanceEquipment arrangementsTransport, enteredLLC, intopartially duringoffset theby period, including the amortization of original issue discounts, deferred financing costs, and default-related fees. Interestinterest expense alsoassociated increased due towith finance lease and debt obligations assumed in connection with the acquisition of the Endeavor Entities on October 1, 2024.
For the three months ended MarchJune 31,30, 2026 and 2025, the Company recognized an unrealized lossgain on marketable securities of $11,378$346,871 and an unrealized gainloss of $1,652,754,$1,731,160, respectively, representing aan decreaseincrease of $1,664,132.$2,078,031.
Segment Operating Results for the three months ended MarchJune 31,30, 2026 and 2025
The Terminaling and Storage segment provides crude oil receipt, storage, throughput, transfer, loading and related terminal services. Revenues generated by the terminaling and storage segment declined primarily due to reduced receipts from pipeline and terminal utilization during the period. Despite the decrease in revenues, gross profit increased primarily due to fee-based commercial arrangements, including related-party take-or-pay and minimum volume commitments. Under these arrangements, customers are contractually obligated to make payments for specified minimum throughput volumes or reserved tank capacity regardless of actual utilization. Because these payments relate principally to the availability of existing terminal and storage capacity, periods in which committed volumes or capacity are not fully utilized generally result in limited incremental cost of revenues associated with the related payments. As a result, these contractual commitments contributed to higher gross margins and increased gross profit during the period despite lower overall revenues. We continue to pursue opportunities to improve efficiencies, modernize midstream business operations and enhance the profitability of our terminaling and storage assets.
Revenues generated by the terminaling and storage segment decreased primarily due to reduced throughput and related service activities during the period. Gross profit increased primarily due to improved operating margins supported by fee-based commercial arrangements and take-or-pay contracts with minimum volume commitments.
The Transportation and Logistics segment provides crude oil gathering, trucking, pipeline transportation and related logistics services. For the three months ended June 30, 2026, total revenues decreased primarily as a result of the Company’s continued implementation of commercial strategies that integrate physical crude oil transportation services with its supply, marketing and trading activities, resulting in lower standalone transportation activity during the period. Despite the decrease in total revenues, gross profit increased primarily due to a shift in the segment’s revenue mix toward related-party contractual minimum volume commitments and take-or-pay arrangements. Under these arrangements, customers are contractually obligated to make payments based on specified minimum transportation or throughput volumes regardless of actual utilization. When committed volumes are not fully utilized, the related payments may be recognized without corresponding variable transportation costs, resulting in limited or no cost of revenues associated with such payments. Accordingly, the increased contribution from these contractual commitments, together with the reorientation of transportation services toward crude oil trading activities in areas with shorter hauling distances, resulted in higher gross margins and increased gross profit during the period despite lower overall revenues.
Revenues in the transportation and logistics segment decreased primarily due to reduced service activities and a more concentrated customer base following the July 2025 divestiture of certain non-core operations. Gross profit increased primarily due to improved operating margins supported by fee-based commercial arrangements and take-or-pay contracts with minimum volume commitments.
The Crude Oil Supply and Trading segment purchases and sells crude oil and related petroleum products and manages associated supply, marketing and logistics activities. Revenues and gross profit in the supply and trading segment continue to benefit the Company’s earnings due to higher realized margins from optimized crude oil trading activities and increased trade volumes as a result of efforts to expand our customer network.
Results of Consolidated Operations for the six months ended June 30, 2026 and 2025
Revenue
For the six months ended June 30, 2026 and 2025, revenues were $51,575,316 and $66,439,737, respectively, representing a decrease of $14,864,421, or 22.37%. The decrease in revenue was primarily attributable to lower revenues from the Company’s transportation and logistics and terminaling and storage segments, including the impact of the July 2025 divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC. These decreases were partially offset by the expansion of the Company’s crude oil supply and trading activities, which generated approximately $40.0 million of revenue during the 2026 period.
The change in revenue mix also reflects the Company’s continued implementation of commercial strategies that integrate physical crude oil transportation, terminaling and related logistics services with its expanding supply, marketing and trading activities. The Company’s earnings and cash flows from its midstream business operations are primarily affected by market conditions, commodity price fluctuations and crude oil production levels within the Company’s operating regions, which influence throughput volumes, transportation activity, storage utilization and trading margins.
Cost of Revenue
For the six months ended June 30, 2026 and 2025, cost of revenues was $39,217,787 and $57,101,634, respectively, representing a decrease of $17,883,847, or 31.32%. The decrease in cost of revenues was primarily attributable to lower costs associated with the Company’s transportation and logistics and terminaling and storage segments, including the impact of the July 2025 divestiture, largely offset by approximately $39.0 million of cost of revenues associated with the expansion of the Company’s crude oil supply and trading activities during the 2026 period.
Cost of revenues primarily consists of costs associated with the Company’s transportation and logistics operations, terminaling and storage services, and crude oil supply and trading activities, and generally fluctuates based on operating activity levels, throughput volumes, commodity prices and trading volumes.
Gross Profit
For the six months ended June 30, 2026 and 2025, gross profit was $12,357,529 and $9,338,103, respectively, representing an increase of $3,019,426, or 32.33%.
The increase in gross profit reflects improved profitability across the Company’s midstream operations despite lower overall revenues and the change in revenue mix during the period. Gross profit from the terminaling and storage segment increased approximately 107.2%, primarily attributable to fee-based commercial arrangements and related-party activities. Gross profit from the transportation and logistics segment increased approximately 14.5%, driven primarily by the reorientation of transportation services with crude oil trading activities in areas with shorter hauling radiuses and cost efficiencies associated with related-party contracts containing minimum volume commitments. In addition, the Company’s expanding supply and trading segment contributed approximately $1.0 million of gross profit during the 2026 period as increased trade volumes and optimization of crude oil trading activities contributed to the Company’s results.
Operating Expenses
For the six months ended June 30, 2026 and 2025, operating expenses were $14,624,493 and $22,557,295, respectively, representing a decrease of $7,932,802, or 35.17%. The decrease in operating expenses was primarily attributable to lower depreciation and amortization expense resulting from 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.
Interest Expense
For the six months ended June 30, 2026 and 2025, total interest expense, including related-party interest expense, was $6,134,388 and $5,621,029, respectively, representing an increase of $513,359, or 9.13%. The increase in interest expense was primarily attributable to the July 2025 divestiture of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, partially offset by interest expense associated with finance lease and debt obligations assumed in connection with the acquisition of the Endeavor Entities on October 1, 2024.
Unrealized Gain (Loss) on Marketable Securities
For the six months ended June 30, 2026 and 2025, the Company recognized an unrealized gain on marketable securities of $335,493 and an unrealized loss of $78,406, respectively, representing an increase of $413,899.
The Company’s marketable securities are recorded at fair value based on quoted market prices, with unrealized gains and losses recognized in earnings during the applicable reporting period.
Segment Operating Results for the six months ended June 30, 2026 and 2025
Operating Results of our Terminaling and Storage Segment:
The Terminaling and Storage segment provides crude oil receipt, storage, throughput, transfer, loading and related terminal services. For the six months ended June 30, 2026, total revenues decreased primarily due to lower terminal utilization and throughput activity during the period. Despite the decrease in revenues, gross profit increased primarily due to fee-based commercial arrangements, including related-party take-or-pay and minimum volume commitments. Under these arrangements, customers are contractually obligated to make payments for specified minimum throughput volumes or reserved tank capacity regardless of actual utilization. Because these payments relate principally to the availability of existing terminal and storage capacity, periods in which committed volumes or capacity are not fully utilized generally result in limited incremental cost of revenues associated with the related payments. As a result, these contractual commitments contributed to higher gross margins and increased gross profit during the period despite lower overall revenues. We continue to pursue opportunities to improve efficiencies, modernize midstream business operations and enhance the profitability of our terminaling and storage assets.
Operating Results of our Transportation Logistics Segment:
The Transportation and Logistics segment provides crude oil gathering, trucking, pipeline transportation and related logistics services. For the six months ended June 30, 2026, total revenues decreased primarily as a result of the Company’s continued implementation of commercial strategies that integrate physical crude oil transportation services with its supply, marketing and trading activities, resulting in lower standalone transportation activity during the period. Despite the decrease in total revenues, gross profit increased primarily due to a shift in the segment’s revenue mix toward related-party contractual minimum volume commitments and take-or-pay arrangements. Under these arrangements, customers are contractually obligated to make payments based on specified minimum transportation or throughput volumes regardless of actual utilization. When committed volumes are not fully utilized, the related payments may be recognized without corresponding variable transportation costs, resulting in limited or no cost of revenues associated with such payments. Accordingly, the increased contribution from these contractual commitments, together with the reorientation of transportation services toward crude oil trading activities in areas with shorter hauling distances, resulted in higher gross margins and increased gross profit during the period despite lower overall revenues.
Operating Results of our Supply and Trading Segment:
The Crude Oil Supply and Trading segment purchases and sells crude oil and related petroleum products and manages associated supply, marketing and logistics activities. Revenues and gross profit in the supply and trading segment continue to benefit the Company’s earnings due to higher realized margins from optimized crude oil trading activities and increased trade volumes as a result of efforts to expand our customer network.
Revenues in the supply and trading segment increased primarily due to higher volumes under the Company’s crude oil and condensate purchase and resale activities. Gross profit decreased primarily due to the high-volume, low-margin nature of supply and trading activities, as well as commodity price volatility and market pricing differentials affecting crude oil sales during the period.
The following table sets forth the primary sources and uses of cash and cash equivalents for the threesix months ended MarchJune 31,30, 2026 and 2025 as presented below:
Net cash used in operating activities was approximately $3.3$3.7 million for the threesix months ended MarchJune 31,30, 2026, compared to minimalapproximately $7.0 million cash usage during the comparable 2025 period. Operating cash flows during the 2026 period were primarily impacted by the Company’s net loss and working capital changes, including increases in accounts receivable, partially offset by non-cash expenses including depreciation and amortization, stock-based compensation, and non-cash interest expense.
During the six months ended June 30, 2026, approximately $10.2 million of notes payable and related working capital balances were settled pursuant to existing netting arrangements with related parties. The transaction was non-cash and therefore did not impact cash flows from operating or financing activities.
During the three months ended March 31, 2026, amounts due under related-party commercial agreements were offset against approximately $1.1 million outstanding under a related-party note payable pursuant to existing offset arrangements between the parties.
As of MarchJune 31,30, 2026, the Company had approximately $5.3$5.2 million outstanding under its accounts receivable factoring arrangement with B1 Bank. During the quarter,year, B1 Bank applied approximately $1.8 million of restricted cash maintained by the Company against amounts outstanding under the facility.
During the six months ended June 30, 2026, the Company invested $500,000 in a joint venture.
There were no investing activities during the three months ended March 31, 2026.
During the threesix months ended MarchJune 31,30, 2025, investing activities primarily consisted of approximately $1.0 million related to the manufacturing of the Company’s remediation processing centers (“RPCs”), as well as capital expenditures associated with wash plant facilities and pipeline infrastructure projects, partially offset by approximately $1.5$1.9 million of proceeds received from the sale of vehicles and trailers.
Net cash provided by financing activities was approximately $1.3 million for the three months ended March 31, 2026, primarily attributable to proceeds received from loans and notes payable.
DuringNet cash provided by financing
activities for the threesix months ended MarchJune 31,30, 2025,2026 financingconsisted activities includedof approximately $6.3$7.2 million of proceeds received from the issuance of notes payableloans and other financing arrangements, partiallynotes
payable, offset by approximately $6.6$4.8 million of repayments on notes payablepayments and financeother leasereductions liabilities.in debt obligations.
VIVK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding VIVK (13F)
None of the 59 investors we track reported a position in their latest 13F.