Vivakor (VIVK) notifies SEC of late 2025 10-K; cites acquisitions and divestitures

Rhea-AI Filing Summary

Vivakor, Inc. filed a Form 12b-25 (Notification of Late Filing) stating it could not timely file its Annual Report on Form 10-K for the period ended December 31, 2025 due to delays completing financial statements and disclosures. The company says it is compiling required information and anticipates filing within the fifteenth calendar day following the prescribed due date, but adds there is no assurance it will meet that target.

The notification cites significant business changes affecting 2025 results, including the acquisition of Endeavor Entities on October 1, 2024 and the divestment of two subsidiaries on July 30, 2025, plus various 2025 financings and stock transactions that are expected to materially change assets, liabilities, revenue, expenses, and net income for the period.

Insights

Corporate Reporting Analyst

Late 10-K filing signals material accounting work tied to recent transactions.

The notification explains the delay arises from completing financial statements and disclosures after multiple acquisitions and divestments and several financing/stock transactions in 2025. These events increase the complexity of consolidation, related-party disclosures, and debt/equity accounting.

Key dependencies include final valuations, accounting for divestitures, and consolidation entries; timing remains uncertain as the company states there is no assurance it will meet the fifteen-calendar-day extension.

Transaction Accounting Specialist

Acquisition (10/01/2024) and divestiture (07/30/2025) likely drive restatement risk and disclosure volume.

Post-acquisition accounting (purchase price allocation), derecognition for divested subsidiaries, and treatment of promissory/convertible notes and stock issuances will materially expand audit procedures. These tasks commonly extend close timelines when valuations or related-party terms require audit testing.

Subsequent filings should clarify effects on assets, liabilities, equity, and noncontrolling interest once financial statements are completed.

Key Figures

Reporting period: December 31, 2025 Extension target: fifteenth calendar day following the prescribed due date Acquisition date: October 1, 2024 +2 more

5 metrics

Reporting period December 31, 2025 Period ended for the delayed Annual Report

Extension target fifteenth calendar day following the prescribed due date Company anticipates filing within this extension

Acquisition date October 1, 2024 Acquisition of the Endeavor Entities

Divestiture date July 30, 2025 Divestment of Equipment Transport, LLC and Meridian Equipment Leasing, LLC

Form signature date March 31, 2026 Form 12b-25 signed by CEO James Ballengee

Key Terms

Rule 12b-25, Annual Report on Form 10-K, purchase price allocation, noncontrolling interest

4 terms

Rule 12b-25 regulatory

"could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Annual Report on Form 10-K regulatory

"file its Annual Report on Form 10-K for the period ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

purchase price allocation financial

"completing its financial statements and other disclosures"

noncontrolling interest financial

"assets, liabilities, and noncontrolling interest"

The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.

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	FORM 12b-25	SEC FILE NUMBER
		001-41286
	NOTIFICATION OF LATE FILING	CUSIP NUMBER

(Check one): ☒ Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☐ Form 10-Q   ☐ Form 10-D   ☐ Form N-SAR   ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Vivakor, Inc.

Full Name of Registrant

Former Name if Applicable

5220 Spring Valley Road, Suite 500

Address of Principal Executive Office (Street and Number)

Dallas, TX 75242

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Vivakor, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the period ended December 31, 2025 (the “Annual Report”) by the March 31, 2025 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Annual Report. As a result, the Registrant is still in the process of compiling required information to complete the Annual Report and requires additional time to complete its review of the financial statements for the period ended December 31, 2025 to be incorporated in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. There can be no assurance that the Company will be able to file the Annual Report on or before the fifteenth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	James Ballengee		(469)		480-7175
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒   No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☒   No ☐
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. We anticipate our financial results for the period ended December 31, 2025 will differ significantly from the same period in the prior year, primarily due to (i) our acquisition of 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, the “Endeavor Entities”) on October 1, 2024, (ii) the subsequent divestment of the membership interests in Equipment Transport, LLC and Meridian Equipment Leasing, LLC, which were principally engaged in the truck transportation of oilfield produced water and associated equipment leasing operations, on July 30, 2025, and (iii) other previously disclosed Board of Director, executive employee agreements, stock issuance transactions, and other promissory and convertible notes entered into in 2025. As a result of these transactions, we expect significant changes in our assets, liabilities, equity, revenue, cost of revenues, operating expenses, other income (expense), and net income (loss) for the period ended December 31, 2025 compared to the prior year. Additionally, our financial results for the period ended December 31, 2025 will also differ significantly from the prior year, primarily due to: (i) changes in our third party and related party revenue and costs of revenue, (ii) our unrealized gain or loss on marketable securities, (iii) changes in our general and administrative expenses, (iv) interest expense, and (v) assets, liabilities, and noncontrolling interest. The exact amounts and the impact those amounts have on our financial statements will not be known until our financial statements for the period ended December 31, 2025 are completed.

1

VIVAKOR, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

March 31, 2026	By:	/s/ James Ballengee
	Name:	James Ballengee
	Title:	Chief Executive Officer

2

FAQ

Why did Vivakor (VIVK) file a Form 12b-25 for the 2025 10-K?

Vivakor cites delays completing financial statements and disclosures required for its 2025 Annual Report. The company attributes the delay to work needed after acquisitions, divestitures, financing transactions, and related accounting and disclosure tasks tied to 2025 activity.

When is Vivakor planning to file the Form 10-K for the period ended December 31, 2025?

Vivakor states it anticipates filing the Annual Report on Form 10-K within the fifteen calendar days following the prescribed due date. The company also notes there is no assurance it will meet that fifteen-day extension.

What material transactions does Vivakor say affected its 2025 financial reporting?

The company cites the acquisition of the Endeavor Entities on October 1, 2024, the divestment of Equipment Transport, LLC and Meridian Equipment Leasing, LLC on July 30, 2025, and multiple 2025 stock, promissory and convertible note transactions as drivers of significant changes.

Will Vivakor’s reported results for 2025 differ from prior year results?

Yes. Vivakor expects significant differences in assets, liabilities, equity, revenue, cost of revenues, operating expenses, other income (expense), and net income (loss) for 2025 compared to the prior year due to the cited transactions and changes.