Form 8-K

8-K — EON Resources Inc.

Accession: 0001213900-26-046688

Filed: 2026-04-22

Period: 2026-04-16

CIK: 0001842556

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0287285-8k_eonresources.htm (Primary)

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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):

April 16, 2026

EON RESOURCES INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-41278

85-4359124

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

(Address of principal executive offices, including

zip code)

(713) 834-1145

(Registrant’s telephone number, including

area code)

N/A

(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

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

EONR

NYSE American

Redeemable warrants, exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per share

EONR WS

NYSE American

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.01: Notice of Delisting or Failure

to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 16, 2026, EON

Resources, Inc. (the “Company”), received an official notice of noncompliance (the “Notification”) from NYSE Regulation

stating that the Company is not in compliance with NYSE American LLC (“NYSE American”) continued listing standards due to

the failure to timely file the Company’s Form 10-K for the year ended December 31, 2025 (the “Annual Report”) by the

filing due date of April 15, 2026.

In accordance with Section

1007 of the NYSE American Company Guide, the Company will have until October 15, 2026 (the “Initial Cure Period”), to file

the Annual Report with the Securities and Exchange Commission (the “SEC”). If the Company fails to file the Annual Report

during the Initial Cure Period, NYSE American may, in its sole discretion, provide an additional six-month cure period (the “Additional

Cure Period”). The Company can regain compliance with NYSE American’s continued listing standards at any time during the Initial

Cure Period or Additional Cure Period, as applicable, by filing the Annual Report and any subsequent delayed filings with the SEC.

As previously reported in the Company’s

Notification of Late Filing on Form 12b-25 filed with the SEC on April 2, 2024 (the “Form 12b-25”), the Company was unable

to file the Annual Report within the prescribed period because additional time, resources and effort are required to complete work related

to its financial reporting and close procedures. Subsequent to filing the Form 12b-25, the Company continued to dedicate significant resources

to the completion of such procedures but was unable to file the Annual Report by April 15, 2026, the end of the extension period provided

by the Form 12b-25. The Company requires additional time to complete such procedures.

The Notification has

no immediate effect on the listing of the Company’s securities on NYSE American. The Company is working diligently to complete the

necessary work to file the Annual Report as soon as practicable and currently expects to file the Annual Report within the Initial Cure

Period granted by the NYSE American; however, there can be no assurance that the Annual Report will be filed within the Initial Cure Period

or any Additional Cure Period. There can also be no assurance that the Company will be able to regain compliance with the listing standards

discussed above or remain in compliance with all other applicable NYSE American listing standards.

Item 7.01. Regulation FD Disclosure.

On April 22, 2026, the Company

issued a press release announcing its receipt of the Notification from NYSE American. A copy of the press release is furnished as Exhibit

99.1 to this Current Report on Form 8-K.

The information included

in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for

the 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 into any filing made by the Company under the Exchange

Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on

Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based

upon current expectations or beliefs, as well as a number of assumptions about future events. Although the Company believes that the expectations

reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, the Company can give no assurance

that such expectations and assumptions will prove to be correct. Forward-looking statements include all statements that are not historical

facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,”

“may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those

terms. These statements include, but are not limited to, statements regarding the Company’s expectations related to filing of the

Annual Report and the Company’s ability to regain and maintain compliance with NYSE American rules. Forward-looking statements involve

known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance, or achievements

to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

These risks, uncertainties and other factors relate to, among others, the finalization of the Company’s 2025 fiscal year end financial

statements. These and other factors are described in greater detail under the “Risk Factors” heading of the Company’s

documents filed from time to time on EDGAR (see www.edgar-online.com) and with the Securities and Exchange Commission (see www.sec.gov).

All information provided in this Current Report on Form 8-K is as of the date of this Current Report on Form 8-K, and any forward-looking

statements contained herein are based on assumptions that the Company believes to be reasonable as of this date. Undue reliance should

not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof.

The Company undertakes no duty to update this information unless required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated April 22, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

April 22, 2026

EON Resources Inc.

By:

/s/ Mitchell B. Trotter

Name:

Mitchell B. Trotter

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED APRIL 22, 2026

EX-99.1

Filename: ea0287285ex99-1_eonresources.htm · Sequence: 2

Exhibit 99.1

EON Resources Inc. Announces

Notice of Failure to

Satisfy a Continued Listing Rule or Standard

HOUSTON, TX / April

22, 2026 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy

company with 20,000 leasehold acres in the Permian Basin. The fields have a total of 750 producing and injection wells producing over

1,000 barrels of oil per day. Today, the Company announced that on April 16, 2026, the Company received a notice (the "NYSE Notice")

from the NYSE American LLC (the "NYSE American") that the Company is not in compliance with NYSE American listing standards

as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Form

10-K") with the Securities and Exchange Commission (the "SEC").

The NYSE Notice has no

immediate effect on the listing of the Company's Class A Common Stock (NYSE American: EONR) or the Company's public warrants (NYSE American:

EONR WS) on the NYSE American. The NYSE Notice informed the Company that, under NYSE American rules, the Company has six months from

April 15, 2026, to regain compliance with the NYSE American listing standards by filing the Form 10-K with the SEC. If the Company fails

to file the Form 10-K within the six-month period, the NYSE American may grant, in its sole discretion, an extension of up to six additional

months for the Company to regain compliance, depending on the specific circumstances. The NYSE Notice also notes that the NYSE American

may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

As previously reported

in the Company's Notification of Late Filing on Form 12b-25 filed with the SEC on April 1, 2026 (the "Form 12b-25"), the Company

was unable to file the Form 10-K within the prescribed period because additional time, resources and effort are required to complete

work related to its financial reporting and close procedures. Subsequent to filing the Form 12b-25, the Company continued to dedicate

significant resources to the completion of such procedures but was unable to file the Form 10-K by April 15, 2026, the end of the extension

period provided by the Form 12b-25. The Company requires additional time to complete such procedures.

The Company is working

diligently to complete the necessary work to file the Form 10-K as soon as practicable and currently expects to file the Form 10-K within

the six-month period granted by the NYSE Notice; however, there can be no assurance that the Form 10-K will be filed within such period.

About

EON Resources Inc.

EON

is an independent upstream energy company focused on maximizing total returns to its shareholders through the development of onshore

oil and natural gas properties in a diversified portfolio of long-life producing oil and natural gas properties and other energy holdings. EON’s

approach is to build an energy company through acquisition and through selective development of its properties. Class A Common

Stock of EON trades on the NYSE American Stock Exchange under the symbol of “EONR” and the Company’s public

warrants trade under the symbol of “EONR WS”. For more information on the Company, please visit the EON

website.

About

the Grayburg-Jackson Field Property

Our

Grayburg-Jackson Field (“GJF”) is located on the Northwest Shelf of the Permian Basin in Eddy County, New Mexico. The

GJF comprises of 13,700 contiguous leasehold acres where the leasehold rights include stacked pay zones named the Seven Rivers, Queen,

Grayburg and San Andres intervals that range from as shallow as 1,500 feet to 4,000 feet in depth. Almost 1 billion barrels in

place has been estimated as the original oil in place with less than 7% having been produced to date. The field primarily produces oil

from the Seven Rivers formation by reinjecting produced water. The Company has a Farmout Agreement for the San Andres formation with

Virtus to accelerate development starting in June 2026 by drilling 92 new horizontal wells over the next 4 to 5 years. More information

on the property can be located on the Grayburg-Jackson Field page of our website.

About

the South Justis Field Property

The South

Justis Field (“SJF”) is a carbonate reservoir, also in the prolific Permian Field, and is located in Lea County, New Mexico

approximately 100 miles from the GJF. The SJF is comprised of 5,360 contiguous acres containing 208 total producing and injection

wells with well spacing of 50 acres. The producing formations include the Glorietta, Blinebry, Tubb, Drinkard and Fusselman

intervals that range from 5,000 feet to 7,000 feet in depth. The original-oil-in-place (“OOIP”) is approximately

207 million barrels of oil. Like the GJF, the SJF is also employing a waterflood by recycling produced water. More information

on the property can be located on the South Justis Field page of our website.

Forward-Looking Statements

This press release includes

"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks

and uncertainties that could cause actual results to differ materially from what is expected. Words such as "expects," "believes,"

"anticipates," "intends," "estimates," "seeks," "may," "might," "plan,"

"possible," "should" and variations and similar words and expressions are intended to identify such forward-looking

statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate

to future events or future results, based on currently available information and reflect the Company's management's current beliefs.

A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking

statements. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business

- that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed

from time to time on EDGAR (see www.edgar-online.com) and with the Securities and Exchange Commission (see www.sec.gov). Readers are

cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except

as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise.

Investor Relations

Michael J. Porter, President

PORTER, LEVAY & ROSE, INC.

mike@plrinvest.com

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