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  4. [8-K] Vivakor, Inc. Reports Material Event

Vivakor (VIVK) to issue 3.74M shares as preferred dividends, extinguish $500K debt

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vivakor, Inc. entered into Amendment No. 1 to its Debt Satisfaction and Preferred Stock Amendment Agreement. The parties agreed to reinstate the 6% annual dividend on the Series A Preferred Stock from April 30, 2026 to April 29, 2027 and to issue previously suspended dividend shares for the April 30, 2026, July 31, 2026, and October 31, 2026 periods. In exchange, Ballengee Holdings, LLC agreed to extinguish $500,000 owed under a May 23, 2024 promissory note. The company agreed to issue an aggregate of 3,740,586 restricted common shares as dividend payments on the Series A Preferred Stock, including 1,445,349 shares to entities controlled by CEO James Ballengee. The parties also provided for a future share “true up” for the July 31, 2026 and October 31, 2026 dividend periods.

Positive

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Insights

Vivakor trades $500,000 of debt for equity dividend shares tied to its Series A preferred.

The company reinstated a 6% annual dividend on its Series A Preferred Stock for the period from April 30, 2026 to April 29, 2027. In connection with this, it agreed to issue 3,740,586 restricted common shares as dividend payments for three specified dates in 2026.

In exchange, Ballengee Holdings, LLC agreed to extinguish $500,000 of debt under a May 23, 2024 promissory note. Entities controlled by CEO James Ballengee are to receive 1,445,349 of the common shares, making this a related-party transaction that concentrates some of the equity impact with insider-affiliated holders.

The agreement also includes a “true up” mechanism for the July 31, 2026 and October 31, 2026 dividend periods, under which the company may issue additional or fewer shares in future periods to match the correct dividend amounts. This introduces a structured but ongoing equity adjustment linked to those preferred dividends.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Debt extinguished $500,000 Amount under Promissory Note dated May 23, 2024 extinguished by Ballengee Holdings, LLC
Dividend shares issued 3,740,586 shares Aggregate restricted common shares for Series A Preferred dividends on April 30, July 31, and October 31, 2026
Shares to CEO-controlled entities 1,445,349 shares Restricted common shares issued to Jorgan Development, LLC and JBAH Holdings, LLC or their assignees
Series A dividend rate 6% annual Dividend reinstated for period from April 30, 2026 to April 29, 2027 on Series A Preferred Stock
Dividend period start April 30, 2026 Beginning of reinstated 6% annual dividend period for Series A Preferred Stock
Dividend period end April 29, 2027 End of reinstated 6% annual dividend period for Series A Preferred Stock
Series A Preferred Stock financial
"the Company would reinstate the Series A Preferred Stock 6% annual dividend"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Dividend Shares financial
"including issuing shares of the dividends owed April 30, 2026 July 31, 2026 and October 31, 2026 (the “Dividend Shares”)"
Dividend shares are additional company shares issued to shareholders as a payout instead of cash, effectively increasing the number of shares you own without a purchase. They matter to investors because they raise your ownership stake and potential future income from the stock, change how gains and income are taxed, and can signal a company’s approach to returning value — like receiving extra slices of pizza now rather than money to spend.
true up financial
"the parties will “true up” to the total amount of shares that should have been issued"
A true up is an adjustment made to reconcile a previously estimated or provisional amount with the actual final figure, such as final costs, taxes, or share counts. For investors it matters because true-ups can create one-time charges or credits that change reported earnings, cash flow, or liabilities and may affect valuation and future forecasts; think of it like balancing a bank statement to correct earlier estimates.
Section 4(a)(2) of the Securities Act regulatory
"exempt from registration pursuant to Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
restricted common stock financial
"issue an aggregate of 3,740,586 shares of restricted common stock for dividends owed"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
Offering Type other
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FAQ

What did Vivakor (VIVK) change regarding its Series A Preferred Stock dividends?
Vivakor reinstated the 6% annual dividend on its Series A Preferred Stock from April 30, 2026 to April 29, 2027. It also agreed to issue dividend shares for April 30, 2026, July 31, 2026, and October 31, 2026 that had previously been suspended.

How many Vivakor (VIVK) common shares are being issued as dividend payments?
Vivakor agreed to issue an aggregate of 3,740,586 restricted common shares as dividends owed on its Series A Preferred Stock. These shares cover dividend obligations for April 30, 2026, July 31, 2026, and October 31, 2026 to the preferred holders.

What debt is being extinguished in Vivakor’s (VIVK) new agreement?
Ballengee Holdings, LLC agreed to extinguish $500,000 owed under a promissory note dated May 23, 2024. This debt extinguishment is part of the consideration for reinstating the Series A Preferred Stock dividend and issuing the related dividend shares.

How many Vivakor (VIVK) dividend shares go to entities controlled by the CEO?
Entities controlled by CEO James Ballengee, Jorgan Development, LLC and JBAH Holdings, LLC, or their assignees, are to receive an aggregate of 1,445,349 restricted common shares as part of the Series A Preferred Stock dividend share issuance.

What is the “true up” feature in Vivakor’s (VIVK) dividend share agreement?
For the July 31, 2026 and October 31, 2026 dividend periods, Vivakor and the parties agreed to a share “true up.” The company may issue additional or fewer shares later so Series A preferred holders receive the correct total dividend shares.

Under what exemption were Vivakor (VIVK) dividend shares issued?
The restricted common shares issued as Series A Preferred Stock dividends were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act. The company states the holders are sophisticated investors familiar with its operations.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 7, 2026

 

VIVAKOR, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-41286   26-2178141

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

5220 Spring Valley Rd., Ste. 500

Dallas, TX 75254

(Address of principal executive offices)

 

(469) 480-7175

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   VIVK   The Nasdaq Stock Market LLC
(Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 1.01 Entry into a Material Agreement.

 

On July 7, 2026, the Company entered into an Amendment No. 1 to Debt Satisfaction and Preferred Stock Amendment Agreement (the “Amendment”), under which the parties agreed to amend that certain Debt Satisfaction and Preferred Stock Amendment Agreement dated November 25, 2025 (the “Agreement”). Under the terms of the Amendment, the parties agreed that the Company would reinstate the Series A Preferred Stock 6% annual dividend from April 30, 2026 to April 29, 2027, and issue the dividend shares owed thereunder that were previously suspended – including issuing shares of the dividends owed April 30, 2026 July 31, 2026 and October 31, 2026 (the “Dividend Shares”), in exchange for Ballengee Holdings, LLC agreeing to extinguish $500,000 owed under a Promissory Note dated May 23, 2024. Ballengee Holdings, LLC is controlled by James Ballengee, the Company’s Chief Executive Officer and a member of the Board of Directors. Mr. Ballengee also controls the entity that owns the most shares of Series A Preferred Stock. Under the Agreement, the parties agreed that in the event the shares issued for the July 31, 2026 and October 31, 2026 dividend periods are incorrect the parties will “true up” to the total amount of shares that should have been issued for those periods with the Company either issuing additional shares or less shares in future periods to ensure the holders of the Series A Preferred Stock receive the correct number of shares.

 

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Amendment and does not purport to be a complete description of the rights and obligations of the parties to the Amendment, and such description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On July 7, 2026, the Company agreed to issue an aggregate of 3,740,586 shares of restricted common stock for dividends owed on our Series A Preferred Stock for April 30, 2026, July 31, 2026, and October 31, 2026 to the holders of the Series A Preferred Stock. Of those shares, an aggregate of 1,445,349 shares were issued to Jorgan Development, LLC and JBAH Holdings, LLC, entities controlled by James Ballengee, our Chief Executive Officer, or their assignees. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holders are sophisticated investors and familiar with our operations.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Exhibit
10.1   Amendment No. 1 to Debt Satisfaction and Preferred Stock Amendment Agreement
104   Cover Page Interactive Data File (formatted as Inline XBRL document).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VIVAKOR, INC.
     
Dated: July 10, 2026 By: /s/ James Ballengee
    Name:  James Ballengee
    Title: Chairman, President, and CEO

 

2

Source: View Original Filing on SEC EDGAR

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