UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2025

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

For the transition period from to

Commission File No. 001-41278

EON Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware		85-4359124
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3730 Kirby Drive, Suite 1200
Houston, TX		77098
(Address of principal executive offices)		(Zip Code)

(713) 834.1145

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	EONR	NYSE American LLC
Warrants, each whole warrant exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per whole share	EONR.WS	NYSE American LLC

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

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

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

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of November 7, 2025, 49,968,344 shares of Class A Common Stock, par value $0.0001 per share, were issued and outstanding.

EON Resources, Inc.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	41
Item 4.	Controls and Procedures	42
Part II. Other Information		43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
Part III. Signatures		45

Part I. Financial Information

Item 1. Financial Statements

EON RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
Cash and cash equivalents	$	875,604		$	2,971,558
Accounts receivable
Crude Oil and natural gas sales		1,716,401			1,777,846
Other		73,698			4,418
Short-term derivative instrument asset		20,561			106,397
Prepaid expenses and other current assets		2,631,633			298,886
Total current assets		5,317,897			5,159,105
Crude oil and natural gas properties, successful efforts method:
Proved Properties		87,041,010			100,285,138
Accumulated depreciation, depletion, amortization and impairment		(2,863,609	)		(2,759,226	)
Total oil and natural gas properties, net		84,177,401			97,525,912
Other property, plant and equipment, net		20,000			20,000

TOTAL ASSETS	$	89,515,298		$	102,705,017

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	5,859,332		$	8,870,324
Accounts payable – related parties		301,064			445,349
Accrued liabilities and other		3,911,147			7,923,613
Revenue and royalties payable		4,023,291			3,191,171
Revenue and royalties payable - Related Parties		167,913			132,563
Deferred underwriting fee payable		-			1,065,000
Related party notes payable, net of discount		-			3,556,750
Current portion of warrant liability		-			5,681,849
Current portion of long term debt		995,755			5,524,160
Total current liabilities		15,258,502			36,390,779
Long-term debt, net of current portion and discount		-			33,286,385
Convertible note liability, net of discount		4,392,087			891,364
Deferred tax liability		7,067,245			2,692,733
Asset retirement obligations		1,224,255			1,049,285
Other liabilities		675,000			675,000
Total for non-current liabilities		13,358,587			38,594,767
Total liabilities		28,617,089			74,985,546
Commitments and Contingencies

Stockholders’ equity
Preferred stock, $0.0001 par value; 1,000,000 authorized shares, 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		-			-
Class A Common stock, $0.0001 par value; 100,000,000 authorized shares, 45,026,574 and 10,323,205 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		4,503			1,032
Class B Common stock, $0.0001 par value; 20,000,000 authorized shares, 0 and 500,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		-			50
Additional paid in capital		86,104,981			31,312,003
Accumulated earning (deficit)		(25,211,275	)		(28,199,028	)
Total stockholders’ equity attributable to EON Resources, Inc.		60,898,209			3,114,057
Noncontrolling interest		-			24,605,414
Total stockholders’ equity		60,898,209			27,719,471
Total liabilities and stockholders’ equity	$	89,515,298		$	102,705,017

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

EON RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024			Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
Revenues
Crude oil	$	4,351,800		$	5,275,254		$	12,265,145		$	15,132,363
Natural gas and natural gas liquids		132,466			89,978			339,838			396,670
Gain (loss) on derivative instruments, net		(224,512	)		1,900,662			579,896			(180,063	)
Other revenue		104,587			98,452			327,208			359,270
Total revenues		4,364,341			7,364,346			13,512,087			15,708,240
Expenses
Production taxes, transportation and processing		435,539			489,524			1,135,605			1,326,789
Lease operating		2,545,969			2,136,732			6,460,744			6,530,431
Depletion, depreciation and amortization		526,871			507,626			1,082,136			1,506,242
Accretion of asset retirement obligations		29,388			10,395			44,893			83,926
General and administrative		2,591,296			2,235,263			6,616,885			6,868,749
Total expenses		6,129,063			5,379,540			15,340,263			16,316,137
Operating loss		(1,764,722	)		1,984,806			(1,828,176	)		(607,897	)
Other Income (expenses)
Change in fair value of warrant liability		-			(137,911	)		(152,490	)		(484,799	)
Change in fair value of convertible note liability		-			-			(131,677	)		-
Change in fair value of forward purchase agreement liability		-			981,337			-			655,865
Amortization of financing costs		(399,697	)		(507,701	)		(1,069,514	)		(1,982,958	)
Interest expense		(1,220,390	)		(1,841,848	)		(4,643,174	)		(5,732,747	)
Interest income		9,372			14,852			48,400			44,214
Gain on extinguishment of liabilities		1,846,684			-			2,146,285			1,720,000
Gain on sale of oil and gas assets		13,414,100			-			13,414,100			-
Other Income (expense)		-			-			295,342			1,506
Total other income (expenses)		13,650,069			(1,491,271	)		9,907,272			(5,778,919	)
Income (loss) before income taxes		11,885,347			493,535			8,079,096			(6,386,816	)
Income tax (provision) benefit		(6,260,472	)		855,925			(5,091,343	)		2,404,979
Net income (loss)		5,624,875			1,349,460			2,987,753			(3,981,837	)
Net loss attributable to noncontrolling interests		-			-			-			-
Net income (loss) attributable to Eon Resources, Inc.	$	5,624,875		$	1,349,460		$	2,987,753		$	(3,981,837	)

Weighted average share outstanding, common stock - basic		38,073,390			5,733,857			25,301,146			5,483,959
Weighted average share outstanding, common stock - diluted		54,964,640			5,733,857			47,789,972			5,483,959

Net income (loss) per share of common stock – basic	$	0.15		$	0.24		$	0.12		$	(0.73	)
Net income (loss) per share of common stock –diluted	$	0.10		$	0.24		$	0.07		$	(0.73	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

EON RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

														Total
														Stockholders’
	Class A				Class B				Additional		Accumulated			(Deficit) Equity Attributable to EON				Total Stockholders’
	Common Stock				Common Stock				Paid-In		Earnings			Resources		Noncontrolling		(Deficit)
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Inc.		Interest		Equity

Balance – December 31, 2024		10,323,205	$	1,032		500,000	$	50	$	31,312,003	$	(28,199,028	)	$	3,114,057	$	24,605,414	$	27,719,471