EONR EON Resources Inc.

“management determined that we did not maintain effective internal control over financial reporting as of December 31, 2025 due to the material weaknesses in our internal control over financial reporting described above.”

“concluded that, our disclosure controls and procedures were not effective related to the lack of sufficient accounting personnel to manage the Company s financial accounting process”

“lack of design and implementation of controls related to oil and gas activities which constituted material weaknesses in our internal control over financial reporting”

“proper accounting for complex financial instruments and lack of design and implementation of controls related to oil and gas activities”

“lack of segregation of duties, proper accounting for complex financial instruments”

“lack of sufficient accounting personnel to manage the Company s financial accounting process including lack of proper preparation and review of account reconciliations”

“We believe EON currently has ineffective internal control over its financial reporting.”

“We identified material weaknesses and believe that EON currently has ineffective internal control over financial reporting, primarily due to: the lack of sufficient accounting personnel to manage the Company s financial accounting process including lack of proper preparation and review of account reconciliations, lack of segregation of duties, proper accounting for complex financial instruments and lack of design and implementation of controls related to oil and gas activities.”

“lack of design and implementation of controls related to oil and gas activities which constituted material weaknesses in our internal control over financial reporting”

“lack of segregation of duties, proper accounting for complex financial instruments”

“lack of proper preparation and review of account reconciliations, lack of segregation of duties”

“lack of sufficient accounting personnel to manage the Company s financial accounting process”

“our Principal Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective related to lack of sufficient accounting personnel”

“(1) As restated represents restatements previously disclosed in the Company's Form 10-K for the year ended December 31, 2025. See Note 11.”

“On April 16, 2026, 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.”

“As previously reported in the Annual Report on Form 10 -K filed with the Securities and Exchange Commission ( SEC ) on September 28, 2026, the Company previously restated its financials because of (i) a series of comment letters ( Comment Letters ) from the staff (the Staff ) of the Division of Corporation Finance of the SEC regarding the income allocation to noncontrolling interests,”

“Additionally, as previously disclosed in our annual report on Form 10-K as filed on September 28, 2026, we restated the relevant unaudited interim financial information for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025.”

“As previously disclosed, we restated our audited consolidated financial statements as of December 31, 2024 and for the year ended December 31, 2024. The restatement of these periods was effective with the filing of our Annual Report on Form 10-K/A for the year ended December 31, 2024 as filed on April 27, 2026.”

“These adjustments represent the restatements previously disclosed in the Company s 2024 Form 10-K/A as previously filed with the SEC on April 24, 2026.”

“management determined that we did not maintain effective internal control over financial reporting as of December 31, 2025 due to the material weaknesses in our internal control over financial reporting described above.”

“concluded that, our disclosure controls and procedures were not effective related to the lack of sufficient accounting personnel”

“lack of design and implementation of controls related to oil and gas activities which constituted material weaknesses in our internal control over financial reporting”

“proper accounting for complex financial instruments and lack of design and implementation of controls related to oil and gas activities which constituted material weaknesses”

“account reconciliations, lack of segregation of duties, proper accounting for complex financial instruments”

“lack of sufficient accounting personnel to manage the Company s financial accounting process including lack of proper preparation and review of account reconciliations”

“For the year ended December 31, 2025 For the year ended December 31, 2024 (As restated) Revenues Crude oil $ 15,621,918 $ 19,298,698 Natural gas and natural gas liquids 268,440 483,486”

“We believe EON currently has ineffective internal control over its financial reporting.”

“We identified material weaknesses and believe that EON currently has ineffective internal control over financial reporting, primarily due to: the lack of sufficient accounting personnel to manage the Company s financial accounting process including lack of proper preparation and review of account reconciliations, lack of segregation of duties, proper accounting for complex financial instruments and lack of design and implementation of controls related to oil and gas activities.”

“On October 8, 2026, the Audit Committee of the Board of Directors of the Company (the Audit Committee ) determined, based on management s recommendation that the accounting estimate for depletion, depreciation and amortization of its oil and gas reserves was incorrectly applied on a retrospective basis arising from changes in classification of its reserves from proved undeveloped reserves to probable reserves instead of on a prospective basis.”

“As a result, management of the Company determined on October 8, 2026 that the Company s 2025 Form 10-K filed with the SEC on September 28, 2026 (the Affected Period ) should no longer be relied upon.”

“lack of sufficient accounting personnel to manage the Company s financial accounting process including lack of proper preparation and review of account reconciliations, lack of segregation of duties, proper accounting for complex financial instruments and lack of design and implementation of controls related to oil and gas activities which constituted material weaknesses in our internal control over financial reporting”

“Based upon their evaluation, our Principal Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective related to lack of sufficient accounting personnel to manage the Company s financial accounting process”

“The 2025 amounts are presented as restated; as previously reported, the Company recognized gains on extinguishment of $207,307 and $299,601 for those periods. See Note 11.”

“NOTE 11 RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As previously reported in the Annual Report on Form 10 -K/A filed with the Securities and Exchange Commission ( SEC ) on September 28, 2026, the Company previously restated its financials because of (i)”

“(1) As restated represents restatements previously disclosed in the Company's Form 10-K/A for the year ended December 31, 2025. See Note 11.”

“we restated our audited consolidated financial statements as of and for the year ended December 31, 2025. The restatement corrected the application of a change in the classification of our reserves from proved to probable, which had been applied on a retrospective rather than a prospective basis in calculating depletion, depreciation and amortization.”

“Additionally, as previously disclosed in our annual report on Form 10-K as filed on September 28, 2026, we restated the relevant unaudited interim financial information for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025.”

“As previously disclosed, we restated our audited consolidated financial statements as of December 31, 2024 and for the year ended December 31, 2024. The restatement of these periods was effective with the filing of our Annual Report on Form 10-K/A for the year ended December 31, 2024 as filed on April 27, 2026.”

“These adjustments represent the restatements previously disclosed in the Company s 2024 Form 10-K/A as previously filed with the SEC on April 24, 2026.”