EON Resources Inc. Files 8-K: Material Agreement, Equity Sales, Officer Changes

TL;DR

EON Resources Inc. signed a big deal, sold some stock, and shuffled execs. Big changes ahead.

AI Summary

EON Resources Inc. announced on September 9, 2025, the entry into a material definitive agreement. The company also disclosed unregistered sales of equity securities and changes in its board and officer composition, including director departures and appointments. Additionally, EON Resources Inc. provided a Regulation FD disclosure and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 11.50 — Warrant Exercise Price (Redeemable warrants are exercisable at $11.50 per share.)

Key Players & Entities

• EON Resources Inc. (company) — Filer
• HNR Acquisition Corp. (company) — Former company name
• 01 Energy & Transportation (company) — Organization name

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share EONR NYSE American Rede
• $11.50 — A Common Stock at an exercise price of $11.50 per share EONR WS NYSE American I
• $3,000,000 — n activities in an amount not less than $3,000,000 in each year through and including Dece
• $5,000,000 — to the Farmout Program, Virtus paid LHO $5,000,000 in cash in consideration of the farmout
• $14,000,000 — (the "Pogo ORRI") from Pogo Royalty for $14,000,000 (the "Pogo ORRI Purchase Price"), payab
• $15,000,000 — te in the aggregate principal amount of $15,000,000 issued to Pogo Royalty (the "Seller Not
• $7,000,000 — principal amount of the Seller Note to $7,000,000 and settle and discharge the Seller Not
• $20 — 025 at a ratio equal to the quotient of $20 divided by the average of the daily VWA
• $13,675,000 — e Price was reduced from $14,000,000 to $13,675,000, payable in cash at Closing, and (ii) t
• $28,000,000 — ity in an aggregate principal amount of $28,000,000 (the "Term Loan"). The entire amount of
• $19,3000,000 — y made payment to FIBT of approximately $19,3000,000, representing the full amount owed to F
• $250,000 — 025. Such cash payments consist of: (1) $250,000 to Dante Caravaggio, the Company's Chie
• $50,000 — resident, and member of the Board, with $50,000 paid at closing, (2) $250,000 to David
• $25,000 — oard, with $50,000 paid at closing, (4) $25,000 to Joseph Salvucci, Sr., a director and
• $10,000 — irector and Chairman of the Board, with $10,000 paid at closing, (5) $25,000 to Joseph

Filing Documents

• ea0257019-8k_eon.htm (8-K) — 57KB
• ea025701901ex2-1_eon.htm (EX-2.1) — 26KB
• ea025701901ex10-1_eon.htm (EX-10.1) — 33KB
• ea025701901ex10-2_eon.htm (EX-10.2) — 85KB
• ea025701901ex10-3_eon.htm (EX-10.3) — 334KB
• ea025701901ex99-1_eon.htm (EX-99.1) — 21KB
• ea025701901ex99-2_eon.htm (EX-99.2) — 18KB
• 0001213900-25-087039.txt ( ) — 888KB
• eonr-20250909.xsd (EX-101.SCH) — 4KB
• eonr-20250909_def.xml (EX-101.DEF) — 26KB
• eonr-20250909_lab.xml (EX-101.LAB) — 36KB
• eonr-20250909_pre.xml (EX-101.PRE) — 25KB
• ea0257019-8k_eon_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement New ORRI On September 9, 2025, LHO Operating, LLC, an entity of which EON Resources Inc. (the "Company") indirectly owns 100% of the outstanding equity interests, ("LHO") entered into a Conveyance of Overriding Royalty Interest (the "ORRI Conveyance") with an affiliate of Virtus Energy Partners, LLC ("Investor"). Pursuant to the ORRI Conveyance, LHO conveyed an overriding royalty interest in and to certain interests, hydrocarbons and wells owned by LHO (the "New ORR Interest") to Investor as follows: (i) a 15% perpetual overriding royalty interest in existing leases and wells in the Grayburg Jackson Field ("GJF"); and (ii) a 5% perpetual overriding royalty interest in the San Andres Formation (as defined in the ORRI Conveyance") in wells to be drilled under the Farmout Program (defined below) with Virtus Energy Assets, LLC ("Virtus"), an affiliate of Virtus Energy Partners, LLC. In connection with the ORRI Conveyance, LHO and Investor entered into an Agreement Regarding Overriding Royalty Interest (the "ORRI Agreement") which, among other things, governs the terms of disbursements to be made to Investor in connection with the New ORR Interest. Pursuant to the ORRI Agreement, commencing on January 1, 2026, LHO is required to fund, or cause to be funded, qualified petroleum, exploration, development and production activities in an amount not less than $3,000,000 in each year through and including December 1, 2028 (the "Annual Capital Commitment"). If the Annual Capital Commitment is not met, the percentages of the New ORR Interest will increase by an amount (expressed in percentage points) equal to the product of (a) (i) 1.0 minus (ii) the amount of qualified expenditures divided by the Annual Capital Commitment, multiplied by (b) 0.02. Furthermore, LHO agreed to execute a conveyance of overriding royalty interests for any subsequently acquired interests in the subject interests, hydrocarbons and leases describ

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities The information contained above in "Item 1.01 Entry into a Material Definitive Agreement" related to the issuance of Class A Common Stock as the Share Consideration is hereby incorporated by reference into this Item 3.02. The Company issued such shares of Class A Common Stock in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Rule 506(b) of Regulation D promulgated thereunder, and/or Section 3(a)(9) of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

02 Departure

Item 5.02 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. On September 8, 2025, the Board of Directors (the "Board") of the Company approved cash payments to certain directors and named executive officers, with a portion to be paid upon closing of the transactions with Virtus and Investor, and the remainder to be paid later in 2025. Such cash payments consist of: (1) $250,000 to Dante Caravaggio, the Company's Chief Executive Officer, President, and member of the Board, with $50,000 paid at closing, (2) $250,000 to David M. Smith, the Company's General Counsel and Secretary, with $50,000 paid at closing, (3) $250,000 to Mitchell B. Trotter, the Company's Chief Financial Officer and member of the Board, with $50,000 paid at closing, (4) $25,000 to Joseph Salvucci, Sr., a director and Chairman of the Board, with $10,000 paid at closing, (5) $25,000 to Joseph Salvucci, Jr., member of the Board, with $10,000 paid at closing, and (6) $25,000 to Byron Blount, a member of the Board, with $10,000 paid at closing. In addition, the Board approved awards of restricted stock to certain directors and named executive officers, to be issued following approval by stockholders of the Company of a new equity incentive plan. Such equity awards consist of: (1) 250,000 shares of Class A Common Stock to Dante Caravaggio, (2) 250,000 shares of Class A Common Stock to David M. Smith, (3) 250,000 shares of Class A Common Stock to Mitchell B. Trotter (4) 25,000 shares of Class A Common Stock to Joseph Salvucci, Sr., (5) 25,000 shares of Class A Common Stock to Joseph Salvucci, Jr., and (6) 25,000 shares of Class A Common Stock to Byron Blount. 3

01 Regulation

Item 7.01 Regulation FD Disclosure. On September 9, 2025, the Company issued a press release announcing the conveyance of the New ORR Interest, the Closing of the PSTE Agreement, and the termination of the Term Loan. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On September 10, 2025, the Company issued a press release announcing certain terms of the Farmout Program with Virtus. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Item 2.02 and this Item 7.01 and in Exhibits 99.1 and 99.2, attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit Number Description 2.1 Amendment No. 4 to Purchase, Sale, Termination and Exchange Agreement by and among the Company, OpCo, SPAC Subsidiary, EON Energy, Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated September 9, 2025 10.1* Conveyance of Overriding Royalty Interest by and between LHO and Investor dated September 9, 2025 10.2* Agreement Regarding Overriding Royalty Interest by and between LHO and Investor dated September 9, 2025 10.3* Joint Development, Leasehold Purchase, and Area of Mutual Interest Agreement by and between LHO and Virtus dated September 9, 2025 99.1 Press Release of EON Resources, Inc. entitled "EON Resources Inc. Announces $45.5 million of Funding Closed with the Simultaneous Settlement of Seller Obligations and Retirement of Senior Debt" issued on September 10, 2025 99.2 Press Release of EON Resources, Inc. entitled "EON Resources Inc. Announces Farmout of San Andres Rights to Virtus Energy Partners, LLC, $300+ million San Andres Horizontal Drilling Program, Up to a 90 Wells with a Reserve Value Estimated at $95+ million in Net PV-10" issued on September 11, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. * Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 4 SIGNATURE 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. September 12, 202

View Full Filing

View this 8-K filing on SEC EDGAR