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. ☐
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Reviews EON Resources Inc. (the “Company”) determined an error in the calculation of depletion, depreciation and amortization expense for the fourth quarter of the fiscal year ended December 31, 2025 in its annual report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities Exchange Commission (the “SEC”) on September 28, 2026 (the “2025 Form 10-K”).
The depletion, depreciation and amortization expense for the fiscal year ended December 31, 2025 was overstated by $3,540,000 and the net loss decreased by $2,632,000 (an increase in overall earnings for the Company). The Company will file an amended 2025 Form 10-K where the Company expects the reported loss allocated to the shareholders of EON Resources Inc. for the year ended December 31, 2025 to be reduced from $10.1 million to approximately $7.5 million. As a result, management of the Company determined on October 8, 2026 that the Company’s 2025 Form 10-K filed with the SEC on September 28, 2026 (the “Affected Period”) should no longer be relied upon.
The preliminary evaluation provided above is subject to the completion of the Company’s analysis and financial close and reporting process, as well as the financial statement audits and reviews for the Affected Period.
Authorized officers of the Company have discussed the matters described in this Form 8-K with its independent registered accounting firm, CBIZ CPAs P.C.
The restatement is non-cash and will have no impact on the Company’s cash flows or cash, cash equivalents and marketable investments.¶1