EON Resources Says 2025 Financials Can't Be Relied On, Will Restate

What happened

EON Resources Inc., a Houston-based crude petroleum and natural gas company whose Class A common stock trades on the NYSE American under the ticker EONR, told the SEC on Friday, October 13, 2026 that its previously issued 2025 financial statements should no longer be relied upon.

In a Form 8-K filed under Item 4.02, the company said it found an error in how it calculated depletion, depreciation and amortization expense for the fourth quarter of the fiscal year ended December 31, 2025, in the annual report on Form 10-K it filed with the SEC on September 28, 2026.

The company said depletion, depreciation and amortization expense for fiscal 2025 was overstated by $3,540,000, and the net loss was overstated by $2,632,000 — meaning the company's earnings overall were higher than first reported. EON Resources said it expects the reported loss allocated to shareholders for 2025 to be reduced from $10.1 million to approximately $7.5 million.

The company said management made the determination on October 8, 2026. It said it will file an amended 2025 Form 10-K, and that the restatement is non-cash and will have no impact on cash flows or on cash, cash equivalents and marketable investments.

The accounting issue, in plain terms

Depletion, depreciation and amortization — often shortened to DD&A — is the accounting charge that spreads the cost of long-lived assets across the years those assets are used. For an oil and gas producer like EON Resources, "depletion" is the portion tied to producing wells: as reserves are extracted, the capitalized cost of those wells is written down over time.

The charge is an estimate rather than a cash payment. An error in it changes reported profit or loss without moving any money in or out of the company's bank accounts. That is why EON Resources describes the restatement as non-cash and says cash flow is unaffected.

In this case the error ran in the company's favor. The charge was too large by $3,540,000, which made the 2025 loss look $2,632,000 bigger than it should have been. The difference between those two figures reflects tax and other effects the company did not break out in the filing.

The company said authorized officers discussed the matter with its independent registered public accounting firm, CBIZ CPAs P.C. It also said its figures are preliminary and subject to completion of its analysis, financial close and reporting process, and the audits and reviews for the affected period.

What this means

A Form 8-K is a "current report" — the catch-all filing a US public company must make when something material happens between its quarterly and annual reports. Unlike a 10-K or 10-Q, it is not a periodic snapshot of the whole business; it is a notice about a specific event, filed within four business days.

Item 4.02 is one specific trigger for that filing: a company concluding that previously issued financial statements, or a related audit report, can no longer be trusted. Filing under 4.02 is an obligation, not a choice, and it forces the company to say which statements are affected and to discuss the matter with its auditor.

The practical consequence is that the 2025 numbers on the company's earlier 10-K should not be used. Anyone reading EON Resources' 2025 results — for a loan, a valuation, or a comparison to peers — has to wait for the amended 10-K and the restated figures that follow.

The filing does not explain what caused the calculation error, and this article does not speculate about that. It also does not address whether the restatement will affect any interim periods filed after the 2025 annual report; the company said in its forward-looking statements section that it plans restated financials for subsequent interim periods, without giving dates.

EON Resources' Class A common stock closed at $0.475 on the event date, up 1.93% from the prior close of $0.466. The company also has redeemable warrants listed on the NYSE American under EONR WS, exercisable for three-quarters of one share of Class A common stock at an exercise price of $11.50 per share.