Note 11 — Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements

3 Months Ended

Mar. 31, 2026

NOTE 11 — RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As previously reported in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2026, the Company previously restated its financials because of (i) a series of comment letters (“Comment Letters”) from the staff (the “Staff”) of the Division of Corporation Finance of the SEC regarding the income allocation to noncontrolling interests, (ii) a side agreement with the Company’s Chief Executive Officer related to certain founders’ shares which contains a put option recognized as redeemable common stock, (iii) conversion options within the 2025 Convertible Notes and the White Lion Notes should be bifurcated as derivative liabilities and accounted for at fair value, (iv) incorrect recognition of royalties payable at the proper ownership interest and historical differentials, (v) recognition of certain natural gas sales in the wrong period, (vi) recognition of certain lease operating expenses and capital expenditures in the wrong period, (vii) improper recognition and classification of cash received for settlement of commodity derivatives, and (viii) the related estimated tax impacts of the previously mentioned errors in its consolidated financial statements. See Note 14 of our previously filed 10-K for full discussion of the errors.

The impact of the errors on the previously issued unaudited condensed consolidated financial statements is as follows:

Condensed Consolidated Statements of Operations	Three Months Ended March 31, 2025
	As Reported			Adjustments			As Restated
Revenues
Natural gas and natural gas liquids	$	139,532		$	(59,500	)	$	80,032
Total revenues		4,564,598			(59,500	)		4,505,098

Expenses
Lease operating		1,921,321			269,446			2,190,767
Accretion of asset retirement obligations		335,771			(328,779	)		6,992
General and administrative		2,084,545			(275,655	)		1,808,890
Total expenses		4,835,928			(334,988	)		4,500,940
Operating income (loss)		(271,330	)		275,488			4,158
Gain on extinguishment of liabilities		92,294			(484,113	)		(391,819	)
Change in fair value of derivative liabilities		-			(129,721	)		(129,721	)
Change in fair value of derivative liabilities - related party		-			113,000			113,000
Other income		13,627			(13,426	)		201
Total other income (expense)		(2,251,286	)		(514,260	)		(2,765,546	)
Income (loss) before income taxes		(2,522,616	)		(238,772	)		(2,761,388	)
Income tax (provision) benefit		770,385			(65,516	)		704,869
Net income (loss)		(1,752,231	)		(304,288	)		(2,056,519	)
Net income (loss) attributable to NCI		-			(28,535	)		(28,535	)
Net income (loss) attributable to Eon Resources, Inc.	$	(1,752,231	)	$	(275,753	)	$	(2,027,984	)

Weighted average share outstanding, common stock - basic and diluted		15,338,289			-			15,338,289
Net income (loss) per share of common stock – basic and diluted	$	(0.11	)		(0.02	)	$	(0.13	)

Condensed Consolidated Balance Sheet	As of March 31, 2025
	As Reported			Adjustment			As Restated

Crude oil and natural gas properties, successful efforts method:
Proved Properties	$	100,926,091		$	(36,870	)	$	100,889,221
Total oil and natural gas properties, net		98,069,791			(36,870	)		98,032,921
Total Assets	$	103,860,046		$	(36,870	)	$	103,823,176

Accounts payable	$	6,599,927		$	(319,306	)	$	6,280,621
Accrued liabilities and other		8,393,414			(130,614	)		8,262,800
Royalties payable		4,117,471			479,767			4,597,238
Total current liabilities		33,707,812			29,847			33,737,659
Asset retirement obligations		1,385,056			(328,779	)		1,056,277
Deferred tax liability		1,922,348			65,516			1,987,864
Derivative liabilities		-			216,646			216,646
Derivative liabilities, related parties		-			2,537,000			2,537,000
Total for non-current liabilities		37,644,078			2,490,383			40,134,461
Total liabilities		71,351,890			2,520,230			73,872,120

Redeemable common stock		-			800,000			800,000

Class A Common Stock		1,792			(40	)		1,752
Additional paid in capital		41,237,209			(402,772	)		40,834,437
Accumulated deficit		(29,951,259	)		1,253,477			(28,697,782	)
Total stockholders’ deficit attributable to EON Resources, Inc.		11,287,742			850,665			12,138,407
Noncontrolling Interest		21,220,414			(4,207,765	)		17,012,649
Total Stockholders’ Equity		32,508,156			(3,357,100	)		29,151,056
Total Liabilities, Mezzanine Equity and Stockholders Equity	$	103,860,046		$	(36,870	)	$	103,823,176

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

Share-based compensation		325,457			33			-			-			368,060			-			368,093			-			368,093
Shares issued under equity line of credit		4,770,000			477			-			-			4,341,055			-			4,341,532			-			4,341,532
Shares issued for conversion of note payables		1,954,514			195			-			-			1,786,046			-			1,786,241			-			1,786,241
Shares issued to settle accounts payable		45,050			5			-			-			45,045			-			45,050			-			45,050
Class B exchanged for Class A		500,000			50			(500,000	)		(50	)		3,385,000			-			3,385,000			(3,385,000	)		-
Net loss		-			-			-			-			-			(1,752,231	)		(1,752,231	)		-			(1,752,231	)
Balance – March 31, 2025		17,918,226		$	1,792			-		$	-		$	41,237,209		$	(29,951,259	)	$	11,287,742		$	21,220,414		$	32,508,156

Restatement Impacts
Balance – December 31, 2024 ^(a)		(400,000	)	$	(40	)		-		$	-		$	(799,960	)	$	1,529,230		$	729,230		$	(4,179,230	)	$	(3,450,000	)
Derivative liability conversion to common stock		-			-			-			-			397,188			-			397,188			-			397,188
Net loss		-			-			-			-			-			(275,753	)		(275,753	)		(28,535	)		(304,288	)
Balance – March 31, 2025		(400,000	)	$	(40	)		-		$	-		$	(402,772	)	$	1,253,477		$	850,665		$	(4,207,765	)	$	(3,357,100	)

As Restated
Balance – December 31, 2024		9,923,205		$	992			500,000		$	50		$	30,512,043		$	(26,669,798	)	$	3,843,287		$	20,426,184		$	24,269,471

Share-based compensation		325,457			33			-			-			368,060			-			368,093			-			368,093
Shares issued under equity line of credit		4,770,000			477			-			-			4,341,055			-			4,341,532			-			4,341,532
Shares issued for conversion of note payables		1,954,514			195			-			-			1,786,046			-			1,786,241			-			1,786,241
Shares issued to settle accounts payable		45,050			5			-			-			45,045			-			45,050			-			45,050
Derivative liability conversion to common stock		-			-			-			-			397,188			-			397,188			-			397,188
Class B exchanged for Class A		500,000			50			(500,000	)		(50	)		3,385,000			-			3,385,000			(3,385,000	)		-
Net loss		-			-			-			-			-			(2,027,984	)		(2,027,984	)		(28,535	)		(2,056,519	)
Balance – March 31, 2025		17,518,226		$	1,752			-		$	-		$	40,834,437		$	(28,697,782	)	$	12,138,407		$	17,012,649		$	29,151,056

(a) These adjustments represent the restatements previously disclosed in the Company’s 2024 Form 10-K/A as previously filed with the SEC on April 24, 2026.

Condensed Consolidated Statement of Cash Flows	Three Months Ended March 31, 2025
	As Reported			Adjustment			As Restated


Net Income	$	(1,752,231	)	$	(304,288	)	$	(2,056,519	)
Accretion of asset retirement obligations		335,771			(328,779	)		6,992
Deferred income tax benefit		(770,385	)		65,516			(704,869	)
Gain on extinguishment of liabilities		(92,294	)		484,113			391,819
Change in fair value of derivative liabilities		-			129,721			129,721
Change in fair value of derivative liability, related party		-			(113,000	)		(113,000	)
Accounts payable		(1,723,056	)		(282,436	)		(2,005,492	)
Accrued liabilities and other		615,057			(130,614	)		484,443
Royalties payable		926,300			479,767			1,406,067
Net cash used in operating activities		(1,827,355	)		-			(1,827,355	)