EON Resources (EONR) CEO receives 75,000 RSUs and 25,000 new shares

Rhea-AI Filing Summary

EON Resources Inc. director and CEO Caravaggio Dante reported equity-based compensation transactions involving restricted stock units (RSUs) and common shares. He received a grant of 75,000 RSUs, which were awarded under the company’s 2025 Omnibus Incentive Plan. The RSUs are scheduled to vest in three equal installments on February 16, 2026, November 15, 2027, and November 15, 2028, each converting into shares of Class A Common Stock as they vest. On the same date, 25,000 RSUs were exercised or converted, resulting in the acquisition of 25,000 shares of Class A Common Stock at a reported price of $0.00 per share, bringing his directly held Class A Common Stock to 599,440 shares and leaving 50,000 RSUs outstanding. These transactions reflect compensation and equity incentive activity rather than open-market buying or selling.

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^*

Caravaggio Dante

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		25,000	A(1)	(1)	599,440	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)		75,000		(1)	(1)	Class A Common Stock	75,000	(1)	75,000	D
Restricted Stock Units(1)	(1)	02/16/2026		M(1)			25,000	(1)	(1)	Class A Common Stock	25,000	(1)	50,000	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/ Dante Caravaggio	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 CEO Caravaggio Dante report on this Form 4?

Caravaggio Dante reported receiving 75,000 restricted stock units and exercising 25,000 of those units into 25,000 shares of Class A Common Stock at $0.00 per share, all as equity compensation rather than open-market purchases or sales.

How many EON Resources Inc. RSUs did the CEO receive and how do they vest?

The CEO received 75,000 restricted stock units. These RSUs vest in three equal installments on February 16, 2026, November 15, 2027, and November 15, 2028, with each vested portion settling in shares of Class A Common Stock of EON Resources Inc.

How many EONR Class A Common shares does the CEO hold after these transactions?

After the reported transactions, Caravaggio Dante directly holds 599,440 shares of EON Resources Inc. Class A Common Stock. He also continues to hold 50,000 restricted stock units following the exercise and conversion of 25,000 units into common shares.

Were the EONR insider transactions open-market buys or sells?

The reported EONR insider transactions were not open-market buys or sells. They represent a grant of 75,000 restricted stock units and an exercise or conversion of 25,000 units into common stock at $0.00 per share as part of equity compensation.

Under what plan were the EONR restricted stock units granted to the CEO?

The 75,000 restricted stock units granted to the CEO were awarded under EON Resources Inc.’s 2025 Omnibus Incentive Plan. This plan authorizes equity-based compensation, including RSUs that can vest over time into shares of Class A Common Stock.

What is the vesting schedule for Caravaggio Dante’s EONR restricted stock units?

The 75,000 restricted stock units vest in three equal parts. The installments vest on February 16, 2026, November 15, 2027, and November 15, 2028, with each vested portion settling in shares of EON Resources Inc. Class A Common Stock.