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

6 Months Ended

Jun. 30, 2026

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

As previously reported in the Annual Report on Form 10-K/A 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/A 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 June 30, 2025
	As Reported			Adjustments			As Restated
Revenues
Crude oil	$	3,520,740		$	74,402		$	3,595,142
Natural gas and natural gas liquids		67,840			(25,500	)		42,340
Total revenues		4,583,148			48,902			4,632,050

Expenses
Production taxes, transportation and processing		302,850			12,491			315,341
Lease operating		1,993,454			365,588			2,359,042
Accretion of asset retirement obligations		95,322			(86,809	)		8,513
General and administrative		1,941,044			(132,699	)		1,808,345
Total expenses		4,790,860			158,571			4,949,431
Operating income (loss)		(207,712	)		(109,669	)		(317,381	)
Gain on extinguishment of liabilities		207,307			(1,121,825	)		(914,518	)
Change in fair value of derivative liabilities		-			(755,558	)		(755,558	)
Change in fair value of derivative liabilities - related party		-			449,000			449,000
Interest expense		(1,678,538	)		28,882			(1,649,656	)
Other income		281,715			(281,715	)		-
Total other income (expense)		(1,491,511	)		(1,681,216	)		(3,172,727	)
Income (loss) before income taxes		(1,699,223	)		(1,790,885	)		(3,490,108	)
Income tax (provision) benefit		398,744			135,515			534,259
Net income (loss)		(1,300,479	)		(1,655,370	)		(2,955,849	)
Net income (loss) attributable to NCI		-			-			-
Net income (loss) attributable to Eon Resources, Inc.	$	(1,300,479	)	$	(1,655,370	)	$	(2,955,849	)

Weighted average share outstanding, common stock - basic and diluted		22,575,043			-			22,575,043
Net income (loss) per share of common stock – basic and diluted	$	(0.06	)	$	(0.07	)	$	(0.13	)

Condensed Consolidated Statements of Operations	Six Months Ended June 30, 2025
	As Reported			Adjustments			As Restated
Revenues
Crude oil		7,913,345			74,402			7,987,747
Natural gas and natural gas liquids	$	207,372		$	(85,000	)	$	122,372
Total revenues		9,147,746			(10,598	)		9,137,148

Expenses
Production taxes, transportation and processing		700,066			12,491			712,557
Lease operating		3,914,775			635,034			4,549,809
Accretion of asset retirement obligations		251,538			(236,033	)		15,505
General and administrative		4,025,589			(408,354	)		3,617,235
Total expenses		9,447,233			3,138			9,450,371
Operating income (loss)		(299,487	)		(13,736	)		(313,223	)
Gain on extinguishment of liabilities		299,601			(1,605,938	)		(1,306,337	)
Change in fair value of derivative liabilities		-			(885,279	)		(885,279	)
Change in fair value of derivative liabilities - related party		-			562,000			562,000
Interest expense		(3,422,784	)		28,882			(3,393,902	)
Other income		295,342			(295,141	)		201
Total other income (expense)		(3,742,797	)		(2,195,476	)		(5,938,273	)
Income (loss) before income taxes		(4,042,284	)		(2,209,212	)		(6,251,496	)
Income tax (provision) benefit		1,169,129			69,999			1,239,128
Net income (loss)		(2,873,155	)		(2,139,213	)		(5,012,368	)
Net income (loss) attributable to NCI		-			28,535			28,535
Net income (loss) attributable to Eon Resources, Inc.	$	(2,873,155	)	$	(2,110,678	)	$	(4,983,833	)

Weighted average share outstanding, common stock - basic and diluted		18,809,177			-			18,809,177
Net income (loss) per share of common stock – basic and diluted	$	(0.15	)	$	(0.11	)	$	(0.26	)

Condensed Consolidated Balance Sheet	As of June 30, 2025
	As Reported			Adjustment			As Restated

Accounts receivable - Crude Oil and natural gas sales	$	1,433,262		$	74,402		$	1,507,664
Prepaid expenses and other current assets		488,183			861,056			1,349,239
Total current assets		5,875,645			935,458			6,811,103
Crude oil and natural gas properties, successful efforts method:
Proved Properties		103,382,842			(1,043,485	)		102,339,357
Total oil and natural gas properties, net		100,068,351			(1,043,485	)		99,024,866
Other noncurrent asset		-			213,750			213,750
Total Assets	$	105,963,996		$	105,723		$	106,069,719

Accounts payable	$	6,279,528		$	(357,729	)	$	5,921,799
Accrued liabilities and other		9,118,446			442,584			9,561,030
Royalties payable		4,434,575			536,896			4,971,471
Total current liabilities		27,607,625			621,751			28,229,376
Asset retirement obligations		1,430,899			(236,033	)		1,194,866
Deferred tax liability		1,523,603			(69,999	)		1,453,604
Derivative liabilities		-			728,582			728,582
Derivative liabilities, related parties		-			2,088,000			2,088,000
Total for non-current liabilities		40,139,959			2,510,550			42,650,509
Total liabilities		67,747,584			3,132,301			70,879,885

Redeemable common stock		-			800,000			800,000

Class A Common Stock		3,435			(40	)		3,395
Additional paid in capital		48,064,746			962,675			49,027,421
Accumulated deficit		(31,072,183	)		(581,448	)		(31,653,631	)
Total stockholders’ deficit attributable to EON Resources, Inc.		16,995,998			381,187			17,377,185
Noncontrolling Interest		21,220,414			(4,207,765	)		17,012,649
Total Stockholders’ Equity		38,216,412			(3,826,578	)		34,389,834
Total Liabilities, Mezzanine Equity and Stockholders Equity	$	105,963,996		$	105,723		$	106,069,719

																			Total
																			Stockholders'
	Class A						Class B						Additional						(Deficit) Equity						Total
	Common Stock						Common Stock						Paid In			Accumulated			Attributable to			Noncontrolling			Stockholders'
As previously reported	Shares			Amount			Shares			Amount			Capital			deficit			EON Resources Inc.			Interest			(Deficit) 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
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

Share based compensation		328,800			33			-			-			237,652			-			237,685			-			237,685
Shares issued under equity line of credit		6,000,000			600			-			-			2,682,200			-			2,682,800			-			2,682,800
Shares issued for conversion of notes payable		7,999,466			800			-			-			2,763,387			-			2,764,187			-			2,764,187
Shares issued to settle accounts payable		98,615			10			-			-			49,298			-			49,308			-			49,308
Shares issued for acquisition of oil and gas leases		1,000,000			100			-			-			547,500			-			547,600			-			547,600
Shares issued for acquisition of oil and gas equipment		1,000,000			100			-			-			547,500			-			547,600			-			547,600
Net loss		-			-			-			-						(1,300,479	)		(1,300,479	)		-			(1,300,479	)
Balance - June 30, 2025		34,345,107		$	3,435			-		$	-		$	48,064,746		$	(31,251,738	)	$	16,816,443		$	21,220,414		$	38,036,857

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	)
Derivative liability conversion to common stock		-			-			-			-			1,365,447			-			1,365,447			-			1,365,447
Net loss		-			-			-			-						(1,655,370	)		(1,655,370	)		-			(1,655,370	)
Balance - June 30, 2025		(400,000	)	$	(40	)		-		$	-		$	962,675		$	(401,893	)	$	560,742		$	(4,207,765	)	$	(3,647,023	)

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
Share based compensation	328,800		33	-			-			237,652		-			237,685			-			237,685
Shares issued under equity line of credit	6,000,000		600	-			-			2,682,200		-			2,682,800			-			2,682,800
Shares issued for conversion of notes payable	7,999,466		800	-			-			2,763,387		-			2,764,187			-			2,764,187
Shares issued to settle accounts payable	98,615		10	-			-			49,298		-			49,308			-			49,308
Shares issued for acquisition of oil and gas leases	1,000,000		100	-			-			547,500		-			547,600			-			547,600
Shares issued for acquisition of oil and gas equipment	1,000,000		100	-			-			547,500		-			547,600			-			547,600
Derivative liability conversion to common stock	-		-	-			-			1,365,447		-			1,365,447			-			1,365,447
Net loss	-		-	-			-					(2,955,849	)		(2,955,849	)		-			(2,955,849	)
Balance - June 30, 2025	33,945,107	$	3,395	-		$	-		$	49,027,421	$	(31,653,631	)	$	17,377,185		$	17,012,649		$	34,389,834

(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 27, 2026.

Condensed Consolidated Statement of Cash Flows	Six Months Ended June 30, 2025
Operating activities:	As Reported			Adjustment			As Restated
Net income	$	(2,873,155	)	$	(2,139,213	)	$	(5,012,368	)
Adjustments to reconcile net income to net cash provided by operating activities:
Accretion of asset retirement obligations		251,538			(236,033	)		15,505
Deferred income tax benefit		(1,169,130	)		(69,998	)		(1,239,128	)
Gain on extinguishment of liabilities		(299,601	)		1,605,938			1,306,337
Change in fair value of derivative liability		-			885,279			885,279
Change in fair value of derivative liability, related party		-			(562,000	)		(562,000	)
Changes in operating assets and liabilities:
Accounts receivable		130,087			(74,402	)		55,685
Prepaid expenses and other assets		(189,297	)		(313,457	)		(502,754	)
Purchase of plugging & abandonment insurance bonds		-			(213,750	)		(213,750	)
Accounts payable		(1,681,028	)		(361,844)			(2,042,872	)
Accrued liabilities and other		1,367,083			442,584			1,809,667
Royalties payable		1,243,404			536,896			1,780,300
Net cash used in operating activities		(1,796,949	)		(500,000)			(2,296,949	)
Investing activities:
Development of crude oil and gas properties		(2,638,532	)		500,000			(2,138,532	)
Net cash used in investing activities		(2,638,532	)		500,000			(2,138,532	)

Non Cash Investing/Financing
Accrued purchases of property and equipment		766,104			(4,115)			761,989