EON Resources (EONR) VP awarded 35,000 RSUs and converts 11,667 into shares

Rhea-AI Filing Summary

EON Resources Inc. reported insider equity awards for VP of Finance and Admin, Williams Mark. On February 16, 2026, he received a grant of 35,000 Restricted Stock Units (RSUs) under the 2025 Omnibus Incentive Plan. These RSUs vest in three equal installments on February 16, 2026, November 15, 2027, and November 15, 2028. On the same date, 11,667 RSUs were exercised, converting into 11,667 shares of Class A Common Stock at a price of $0.00 per share, leaving 23,333 RSUs and 216,667 Class A shares held directly after the transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Williams Mark

(Last) (First) (Middle)

EON RESOURCES INC.

3730 KIRBY DRIVE, SUITE 1200

(Street)

HOUSTON TX 77098

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EON Resources Inc. [ EONR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP of Finance and Admin

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	02/16/2026		M(1)		11,667	A(1)	(1)	216,667	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(1)	02/16/2026		A(1)		35,000		(1)	(1)	Class A Common Stock	35,000	(1)	35,000	D
Restricted Stock Units(1)	(1)	02/16/2026		M(1)			11,667	(1)	(1)	Class A Common Stock	11,667	(1)	23,333	D

Explanation of Responses:

1. The Restricted Stock Units (the "RSUs") reported herein shall vest into shares of Class A Common Stock of EON Resources Inc. (the "Company") in three (3) equal installments on (i) February 16, 2026 (the "Grant Date"), (ii) November 15, 2027, and (iii) November 15, 2028. Such RSUs were granted to the reporting person on the Grant Date by the board of directors of the Company pursuant to the Company's 2025 Omnibus Incentive Plan.

	/s/ Mark Williams	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did EONR report for Williams Mark?

EON Resources Inc. reported that VP of Finance and Admin, Williams Mark, received a grant of 35,000 Restricted Stock Units and exercised 11,667 RSUs into 11,667 shares of Class A Common Stock, all on February 16, 2026, at $0.00 per share.

How many Restricted Stock Units did Williams Mark receive at EONR?

Williams Mark received a grant of 35,000 Restricted Stock Units from EON Resources Inc. These RSUs were awarded under the company’s 2025 Omnibus Incentive Plan and will vest in three equal installments from 2026 through 2028, subject to the specified vesting dates.

What is the vesting schedule for Williams Mark’s EONR RSUs?

The 35,000 Restricted Stock Units granted to Williams Mark vest in three equal installments. Vesting occurs on February 16, 2026, November 15, 2027, and November 15, 2028, converting into shares of Class A Common Stock of EON Resources Inc. at each vesting date.

How many EONR Class A shares did Williams Mark acquire through RSU exercise?

Williams Mark acquired 11,667 shares of EON Resources Inc. Class A Common Stock through the exercise of 11,667 Restricted Stock Units at $0.00 per share, all on February 16, 2026, as part of his equity compensation package.

What are Williams Mark’s EONR holdings after these transactions?

Following the reported Form 4 transactions, Williams Mark directly holds 23,333 Restricted Stock Units and 216,667 shares of EON Resources Inc. Class A Common Stock, reflecting the combination of his new RSU grant and the RSUs exercised into common shares.

Under which plan were Williams Mark’s EONR RSUs granted?

The 35,000 Restricted Stock Units granted to Williams Mark were issued under EON Resources Inc.’s 2025 Omnibus Incentive Plan, as approved and administered by the company’s board of directors on the February 16, 2026 grant date.