Vivakor files Rule 12b-25 for late 10-Q

Vivakor, Inc. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because it is still completing financial statements and disclosures.

Rhea-AI Filing Summary

Vivakor, Inc. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because it is still completing financial statements and disclosures. The company filed a Rule 12b-25 notification on May 15, 2026 and states it anticipates filing the Quarterly Report on or before the fifth calendar day following the prescribed due date.

The company warns there may be significant changes in results of operations for the period ended March 31, 2026, driven by its October 1, 2024 acquisition of the Endeavor Entities and the July 30, 2025 divestment of Equipment Transport, LLC and Meridian Equipment Leasing, LLC, plus other 2025 transactions affecting equity, debt, and related-party activity.

Insights

Financial Reporting Expert

Timely restatement risk and disclosure scope are the key issues.

The filing is a Rule 12b-25 notification stating the Form 10-Q for the period ended March 31, 2026 could not be completed by the smaller reporting company due date and that the report is expected within five calendar days after the prescribed due date. The company cites delays in completing financial statements and other disclosures.

Financial close complexity appears driven by the Oct 1, 2024 acquisition of the Endeavor Entities and the Jul 30, 2025 divestiture of two subsidiaries, plus 2025 equity and debt transactions. Subsequent filings will clarify the magnitude; timing is described as "on or before the fifth calendar day following the prescribed due date."

Corporate Governance Expert

Disclosure timing and governance signalling are the primary governance considerations.

The notification was signed by CEO James Ballengee and includes an affirmative statement that recent transactions could materially change results for the quarter. The company also notes uncertainty by stating there is "no assurance" it will meet the short extension.

Governance watchers will look for the completed 10-Q to show how acquisitions, divestitures, director/executive agreements, stock issuances, and convertible/promissory notes disclosed in 2025 affect reported assets, liabilities, equity, and related-party activity.

Key Figures

Period end: March 31, 2026 Notification date: May 15, 2026 Expected filing window: within five calendar days after prescribed due date +3 more

6 metrics

Period end March 31, 2026 Quarterly Report period ended

Notification date May 15, 2026 Rule 12b-25 filing signed by CEO James Ballengee

Expected filing window within five calendar days after prescribed due date Anticipated Form 10-Q filing timing per 12b-25 statement

Acquisition date October 1, 2024 Acquisition of the Endeavor Entities

Divestiture date July 30, 2025 Divestment of Equipment Transport, LLC and Meridian Equipment Leasing, LLC

Registrant contact (469) 480-7175 Telephone number listed in the notification

Key Terms

Rule 12b-25, Form 10-Q, noncontrolling interest, unrealized gain or loss on marketable securities

4 terms

Rule 12b-25 regulatory

"could not be filed without unreasonable effort or expense; seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q financial

"Quarterly Report on Form 10-Q for the period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

noncontrolling interest financial

"changes in our assets, liabilities, and noncontrolling interest"

The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.

unrealized gain or loss on marketable securities financial

"our unrealized gain or loss on marketable securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Vivakor (VIVK) file a Rule 12b-25 notification?

Vivakor filed Rule 12b-25 because it could not complete its Form 10-Q for the period ended March 31, 2026 due to delays completing financial statements and disclosures. The company said additional time is needed to finish its review of the financial statements.

When does Vivakor expect to file the delayed 10-Q?

The company anticipates filing the Quarterly Report on or before the fifth calendar day following the prescribed due date. The filing explicitly states there is no assurance it will meet that short extension if further delays occur.

What transactions does Vivakor say may materially affect results for the quarter?

Vivakor cites the Oct 1, 2024 acquisition of the Endeavor Entities and the Jul 30, 2025 divestment of Equipment Transport, LLC and Meridian Equipment Leasing, LLC, plus 2025 executive agreements, stock issuances, and promissory and convertible notes.

Will the Rule 12b-25 filing change Vivakor’s reporting obligations?

No. The Rule 12b-25 notification requests additional time to file the Form 10-Q; it does not change the company’s ongoing SEC reporting obligations. The company remains required to file the completed quarterly report once its financial review is finished.

Who signed Vivakor’s Rule 12b-25 notification and how can the company be contacted?

The notification was signed by James Ballengee, Chief Executive Officer. The contact telephone number listed in the filing is (469) 480-7175 for further company inquiries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/15/2026 - 04:57 PM EDT Learn about SEC filing dates

		OMB APPROVAL
	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Number: 3235-0058
		Expires: April 30, 2025
		Estimated average burden hours per response ... 2.50

	FORM 12b-25	SEC FILE NUMBER
		001-41286
	NOTIFICATION OF LATE FILING	CUSIP NUMBER

(Check one): ☐  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☒  Form 10-Q     ☐  Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

For Period Ended: March 31, 2026

☐  Transition Report on Form 10-K

☐  Transition Report on Form 20-F

☐  Transition Report on Form 11-K

☐  Transition Report on Form 10-Q

☐  Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Vivakor, Inc.

Full Name of Registrant

Former Name if Applicable

5220 Spring Valley Road, Suite 500

Address of Principal Executive Office (Street and Number)

Dallas, TX 75242

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Vivakor, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Quarterly Report”) by the May 15, 2026 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report and requires additional time to complete its review of the financial statements for the period ended March 31, 2026 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date. There can be no assurance that the Company will be able to file the Quarterly Report on or before the fifth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	James Ballengee		(469)		480-7175
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒   No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☒   No ☐
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. We anticipate our financial results for the period ended March 31, 2026 will differ significantly from the same period in the prior year, primarily due to (i) our acquisition of Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively, the “Endeavor Entities”) on October 1, 2024, (ii) the subsequent divestment of the membership interests in Equipment Transport, LLC and Meridian Equipment Leasing, LLC, which were principally engaged in the truck transportation of oilfield produced water and associated equipment leasing operations, on July 30, 2025, and (iii) other previously disclosed Board of Director, executive employee agreements, stock issuance transactions, and other promissory and convertible notes entered into in 2025. As a result of these transactions, we expect significant changes in our assets, liabilities, equity, revenue, cost of revenues, operating expenses, other income (expense), and net income (loss) for the period ended March 31, 2026 compared to the prior year. Additionally, our financial results for the period ended March 31, 2026 will also differ significantly from the prior year, primarily due to: (i) changes in our third party and related party revenue and costs of revenue, (ii) our unrealized gain or loss on marketable securities, (iii) changes in our general and administrative expenses, (iv) interest expense, and (v) assets, liabilities, and noncontrolling interest. The exact amounts and the impact those amounts have on our financial statements will not be known until our financial statements for the period ended March 31, 2026 are completed.

1

VIVAKOR, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

May 15, 2026	By:	/s/ James Ballengee
	Name:	James Ballengee
	Title:	Chief Executive Officer

2