EON Resources, Inc. — Form 10-K Summary
Reporting period: Fiscal year ended December 31, 2025. EON is an independent oil and gas producer focused on New Mexico properties in the Permian Basin. The filing was signed September 28, 2026 and includes subsequent events through April 2026.
Financial and operating performance
| Metric | 2025 | 2024 |
|---|---|---|
| Total revenue | $16.94 million | $19.42 million |
| Operating loss | $13.80 million | $3.84 million |
| Net loss | $10.13 million | $9.83 million |
| Net loss attributable to EON | $10.10 million | $8.13 million |
| Net cash from operating activities | $(7.65) million | $3.70 million |
| Cash at year-end | $0.38 million | $2.97 million |
| Working capital | $(21.81) million | Not clearly stated as a comparable figure |
- Revenue declined about 13%. Oil and gas sales before derivative gains/losses declined about 20%, reflecting lower production and realized prices. Average daily production fell about 8%, to 734 BOE from 798 BOE.
- Average realized oil price before settled derivatives was $63.93 per barrel, versus $75.52; settled derivatives added $2.89 per barrel in 2025, compared with a $1.91 per-barrel reduction in 2024. Net derivative gain was $0.66 million, versus a $0.85 million loss.
- Lease operating expense rose to $10.27 million from $8.61 million, or $38.33 per BOE versus $29.59. DD&A increased to $6.71 million from $2.41 million; G&A rose to $12.08 million from $10.38 million.
- Operating margin was approximately negative 81% and net margin approximately negative 60%, calculated from reported revenue and losses. The company remained loss-making before and after non-operating items.
- The debt note lists $4.54 million of debt instruments at year-end, including $2.02 million of merchant cash advances, $1.07 million of convertible notes, $1.25 million of related-party convertible notes and $0.20 million of private loans, before discounts and current-portion classification. The term loan and seller note were settled during 2025. The filing says $1.62 million of debt was due within one year.
- Investing activities provided $25.26 million, principally from $45.5 million of overriding royalty and farmout proceeds, offset by $13.68 million to repurchase an ORRI and $6.56 million of development spending. Financing activities used $20.21 million, including repayment of debt.
- Proved reserves were reported at 2,780 MBOE at year-end, down from 14,492 MBOE. The reserve roll-forward attributes the decline principally to 5,511 MBOE of dispositions and 6,102 MBOE of negative revisions. Standardized measure fell to $31.18 million from $173.11 million.
Material changes, outlook and risks
- Portfolio and financing transactions: EON acquired South Justis Field in June 2025 for 1 million shares. In September, it paid $13.675 million for a 10% ORRI in existing Grayburg-Jackson assets and paid $7 million to settle the seller note. It also sold a 15% waterflood ORRI for $20 million, a 5% horizontal ORRI for $20.5 million, and farmed out a 65% operated interest in the San Andres formation to Virtus for $5 million.
- Development plans: Management describes a multi-year program to develop proved developed non-producing and probable reserves. It cites 115 proved well patterns scheduled for 2026–2030 and elsewhere refers to 127 patterns and expected production of 2,853 BOE per day after development. Virtus committed to fund and drill three initial horizontal wells, with up to 12 additional wells contingent on commercial viability. These are plans, not assured results.
- Liquidity and going concern: The auditor’s report and management state that substantial doubt exists about EON’s ability to continue as a going concern. EON reported $0.38 million cash, a $21.81 million working-capital deficit and negative operating cash flow of $7.65 million. Management plans include cost reductions, hedging and further use of equity financing; the filing says the substantial doubt had not been alleviated as of filing.
- Equity financing and dilution: The White Lion equity line has a stated maximum of $150 million and purchases shares at a discount to market. EON issued 14.77 million shares under it during 2025 for $8.50 million and reported 17 million shares issued under the arrangement through the filing date. Convertible-note conversions also materially increased shares outstanding. Several convertible notes have variable-price conversion provisions.
- Key risks: Concentration in one Permian Basin region; oil-price volatility and inability to hedge all production; falling production and reserve estimates; capital constraints; high operating costs; dependence on third-party transportation and services; environmental, water-disposal, seismicity and regulatory exposure; and potential dilution or difficulty raising capital.
- Controls and unusual items: Management concluded disclosure controls and internal control over financial reporting were ineffective, citing insufficient accounting staff, inadequate reconciliations and review, lack of segregation of duties, complex-instrument accounting and oil-and-gas control deficiencies. The filing also describes restatements of 2025 interim statements and a restatement of 2024 financial statements to correct prior errors. A $13.38 million gain on sale of oil and gas properties and a $0.54 million gain on extinguishment of liabilities affected 2025 results; neither represents recurring production revenue.
- No formal earnings or production guidance is provided. The company says it does not anticipate cash dividends in the foreseeable future.
Most important facts for investors to verify
- Near-term liquidity, scheduled debt and merchant-cash-advance payments, subsequent financing proceeds, and whether the going-concern plans can be executed.
- Fully diluted share count and potential dilution from White Lion equity-line sales, convertible notes, warrants, options and subsequent share issuances.
- Reserve figures and development assumptions: the filing gives different proved-reserve totals in different sections, and describes both 115 and 127 planned well patterns. Confirm the independent reserve report and the status and economics of planned wells.
- Accounting and reporting reliability: review the interim restatements, 2024 restatement, material weaknesses, remediation progress and any later SEC or auditor developments.
- Reconcile share-count disclosures: the balance sheet reports 51,740,701 Class A shares outstanding at year-end, a note reports 52,140,701 including 400,000 redeemable shares, and the cover reports 55,824,861 shares as of September 25, 2026.
- Confirm debt balances and classifications: the debt note’s $4.54 million gross instruments and $1.62 million current portion should be reconciled to balance-sheet debt and related liabilities.
- Assess the economics and obligations of the ORRI and Virtus agreements, including the annual $3 million capital commitment for 2026–2028 and the consequences if it is not met.