UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 527, 2026

VIVAKOR, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-41286	26-2178141
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

5220 Spring Valley Road, Suite 500

Dallas, TX 75254

(Address of principal executive offices)

(~~469~~949) ~~480~~281-~~7175~~2606

(Registrant’s telephone number, including area code)

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: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		VIVK		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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~~CAUTIONARY ~~1.01.~~NOTE ~~Entry~~REGARDING ~~into~~FORWARD-LOOKING ~~a Material Definitive Agreement.~~STATEMENTS

~~Forbearance~~This ~~Agreement~~Current Report on Form 8-K or this Report contains forward-looking statements. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations.

AsThe ~~previously~~forward-looking ~~reported, on~~statements ~~July~~are 9,not ~~2025,~~meant ~~Vivakor,~~to ~~Inc.~~predict ~~(the~~or ~~“Company”)~~guarantee actual results, ~~issued~~performance, aevents ~~junior~~or ~~secured~~circumstances, ~~convertible~~including ~~promissory~~the ~~note~~closing (of the ~~“Second~~Membership ~~Note”)~~Interest toPurchase ~~J.J.~~Agreement ~~Astor~~disclosed &below, ~~Co.~~and ~~(the~~may ~~“Lender”),~~not inbe ~~the~~realized ~~principal~~because ~~amount~~they ofare ~~$5,940,000~~based ~~(the~~upon ~~“Principal~~our ~~Amount”)~~current projections, inplans, ~~relation~~objectives, beliefs, toexpectations, anestimates ~~amended~~and ~~Loan~~assumptions and ~~Security~~are ~~Agreement~~subject byto a number of risks and ~~between~~uncertainties ~~the~~and ~~Company~~other influences, ~~its~~many ~~subsidiaries,~~of ~~and~~which ~~the~~we have ~~Lender~~no (control over. Actual results and the ~~“Amended~~timing ~~Loan~~of ~~Agreement”). The~~certain ~~Company~~events ~~received~~and ~~$4,400,000,~~circumstances ~~before~~may ~~fees.~~differ ~~The~~materially ~~Company~~from ~~received~~those described by the ~~funds~~forward-looking onstatements ~~July~~as ~~15,~~a ~~2025~~result of these risks and uncertainties.

OnReaders ~~February~~are 5,cautioned ~~2026, the Company~~not ~~entered~~to ~~into~~place ~~Forbearance~~undue ~~and~~reliance ~~Note~~on ~~Payment~~forward-looking ~~Amendment~~statements ~~Agreement~~because ~~(the “Agreement”) with the Lender. Under the terms~~ of the ~~Agreement, (i)~~risks the parties agreed to extend the maturity date of the Second Note until January 1, 2027; (ii) the Company agreed to pay the following payments to payoff the Second Note: (a) $50,000 per week commencing Monday, April 6, 2026, (b) $100,000 per week commencing Monday, July 6, 2026, (c) $150,000 per week commencing Monday, October 5, 2026, and ~~(d)~~uncertainties ~~$250,000~~related ~~per week commencing Monday, December 7, 2026, with the outstanding balance~~ to bethem ~~paid~~We indisclaim ~~full~~any ~~by January 1, 2027 (the “Amended Payment Terms”), with the Company having the ability~~obligation to ~~pay~~update the ~~Amended~~forward-looking ~~Payment~~statements ~~Terms~~contained in ~~shares~~this ofReport ~~common stock if certain conditions are met as set forth in the Agreement, and (iii) the Company agree~~ to ~~use~~reflect ~~its~~any ~~best~~new ~~efforts~~information toor ~~remove~~future ~~its~~events ~~suspension from trading on the Nasdaq Capital Market and be reinstated for trading on the Nasdaq Capital Market on~~ or ~~before~~circumstances ~~February 28, 2026 (the “Nasdaq Reinstatement Deadline”), which deadline will be~~or ~~extended to a date not later than April 30~~otherwise, ~~2026~~except ifas ~~the~~required ~~Company~~by ~~has applied for a reverse stock split prior to February 28, 2026 and is only waiting for regulatory approval of such stock split to regain compliance with Nasdaq’s listing rules~~law. In the event the Company fails to comply with the terms of the Agreement, then entire outstanding principal amount plus accrued interest then due and payable under the Second Note shall increase to 110% of the then Outstanding Principal Amount, such balance will begin accruing interest at 19% per annum compounded daily, the balance will become immediately due and payable to the Lender in full, the Forbearance provided herein shall terminate, and the Lender may exercise all of its rights and remedies under the Amended Loan Agreement, the Second Note and other rransaction documents

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of, and does not purport to be a complete description of, the rights and obligations of the parties to the agreements in connection with the Agreement, and such description is qualified in its entirety by reference to the full text of the Form of Forbearance and Note Payment Amendment Agreement and its exhibits are attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit
10.1		Forbearance and Note Payment Amendment Agreement with J.J. Astor & Co. entered into on February 5, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL document).

Item 1.01

Entry Into Material Definitive Agreement

Third Amendment to Loan Agreement and Fourth Forbearance Agreement and Issuance of Fourth Junior Secured Convertible Promissory Note

As previously reported, on March 17, 2025, Vivakor, Inc. (the “Company”), issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025. In relation to the Loan Agreement, the Company also entered into a Registration Rights Agreement with the Lender (the “RRA”), under which the Company was obligated to file a resale registration statement with the SEC registering any shares of its common stock issuable under the Note no later than sixty (60) days after closing. The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on March 21, 2025.

As previously reported, on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note, which amended the terms of the Loan Agreement, Initial Note and RRA (the “First Forbearance Agreement”). Under the terms of the First Forbearance Agreement, the Lender agreed to loan us additional funds under a Second Junior Secured Promissory Note (the “Second Note”) and agreed to forbear any default under the Initial Note in exchange for certain consideration. The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on July 21, 2025.

As previously reported, on October 8, 2025, the Company entered into a Second Forbearance and Amendment to Loan Agreement and Notes, which amended the terms of the Loan Agreement, Initial Note, the RRA, the Second Note and the First Forbearance Agreement (the “Second Forbearance Agreement”). Under the terms of the Second Forbearance Agreement: (i) the Lender agreed to loan us an additional amount up to $2,450,000, (ii) the Outstanding Principal Amount of the Initial Note was $2,259,319.89 and the Outstanding Principal Balance on the Second Note was $5,685,805.13 on the Forbearance Agreement Effective Date, (iii) the Lender provided notice of default to the under the Second Note, thereby accelerating all amounts due thereunder, (iv) the Lender agreed the Company was not in default of the Initial Note, Second Note or other Transaction Documents effective September 30, 2025 and to forbear declaring an Event of Default going forward and accelerating all amounts due under the Initial Note and the Second Note, subject to the Company complying with the terms of the Second Forbearance Agreement, (v) all amounts due under the Initial Note and the Second Note, with any accrued interest, will be due on or before November 30, 2025, (vi) interest under the Initial Note and Second Note will continue at the default interest rate of 19%, (vii) the conversion terms under the Initial Note and Second Note will remain on the Default Conversion Price under those instruments, and (viii) the Lender agreed to a standstill period until November 30, 2025, during which time the Lender will not declare an event of default or accelerate any payment obligations under the Initial Note or the Second Note, so long at the Company (a) pays interest at the Default Interest Rate on the Initial Note and the Second Note, (b) issues the Third Note to the Lender, and (c) pays in full all past due payments on the Initial Note and the Second Note on or before November 30, 2025. In connection with the Second Forbearance Agreement the Lender agreed to loan the Company up to an additional $2,450,000. On October 9, 2025, the Company entered and Lender into an Additional Junior Secured Convertible Note (the “Third Note”), under which the Company agreed to issue the Lender the Third Note in the principal amount of $1,620,000, with the Company receiving proceeds of $1,152,000 before subtracting $53,000 for legal fees and origination fees. The Company received the first funds from the Third Note on October 9, 2025 with the remainder received on October 10, 2025. As additional consideration for the Second Forbearance Agreement and the Third Note, the Company agreed to issue the Lender 286,000 shares of its common stock for $286 (the “Commitment Shares”). The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on October 14, 2025.

The Initial Note was satisfied in full on November 20, 2025 and the Third Note was satisfied in full on or about October 27, 2025, which left only the Second Note outstanding.

As previously reported, on February 5, 2026, the Company and the Lender entered into a fourth Forbearance, Note Payment and Registration Rights Amendment Agreement (the “Fourth Forbearance Agreement”), pursuant to which (a) the parties agreed that $5,995,722.21 was then outstanding, due and payable under the Second Note and (b) the Maturity Date of the Second Note was extended to as late as January 1, 2027, and (c) the Company agreed to pay the outstanding balance of the Second Note in the following installments, with payments, payable, at the option of the Company, either in cash or under certain conditions in Conversion Shares issued at the Default Conversion Price that are immediately salable by the Lender under Rule 144, as follows: (i) $50,000 per week commencing Monday, April 6, 2026, (ii) $100,000 per week commencing Monday, July 6, 2026, (iii) $150,000 per week commencing Monday, October 5, 2026, and (iv) $250,000 per week commencing Monday, December 7, 2026, with the outstanding balance to be paid in full by January 1, 2027 (the “Amended Repayment Terms”). The information regarding this transaction was filed in a Current Report on Form filed with the Commission on February 5, 2026.

On February 27, 2026, the Company and the Lender entered into a Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement (the “Loan Agreement Amendment No. 3”) and $993,750 Original Principal Amount Junior Secured Promissory Note (the “Fourth Note”). Under the terms of the Fourth Note the Lender agreed to loan us an additional $750,000, which matures on April 6, 2026. In the event we default on the Fourth Note, the note begins accruing interest at 19% per annum, the principal amount due under the note is increased to 110% of the principal amount owed at the time of default, and the amounts due under the note become convertible with the Lender allowed to convert 200% of the amount due under the note at a conversion price equal to an 80% discount to the lesser of (a) the closing price of the Company’s common stock on (x) the Funding Date of the Initial Note and (y) the Funding Date of the Second Note (whichever closing price is lower), or (b) 20% of the closing price of the Company Common Stock on such applicable Funding Date. Under the terms of the Loan Agreement Amendment No. 3, the Lender and Company agreed the date by which the Company has to relist on Nasdaq under the Fourth Forbearance Agreement was extended to April 6, 2026, and the Second Note default terms were amended in certain respects to the default terms in the Fourth Note. The Company received the funds from the Fourth Note on February 27, 2026, minus $40,000 for legal and transaction fees. The Company and the Lender also entered into a Subsidiary Guarantee, under which the Company’s subsidiaries are guaranteeing the amounts due under the Fourth Note (the “Subsidiary Guarantee”) and a Pledge and Security Agreement, under which the Company and its subsidiaries secured the repayment of the amounts due under the Second Note and the Fourth Note with their assets as collateral (the “Pledge and Security Agreement”). Additionally, the Company conveyed certain real property and improvements it owns in Blaine County, Oklahoma to the Lender to secure the repayment of the Fourth Note. In the event the Fourth Note is paid in full by the maturity date, the Oklahoma property will be reconveyed to the Company.

This summary is not a complete description of all of the terms of the Loan Agreement Amendment No. 3, the Fourth Note, the Subsidiary Guarantee, and the Pledge and Security Agreement, and are qualified in their entirety by reference to the full text of the Loan Agreement Amendment No. 3, the Fourth Note, the Subsidiary Guarantee, and the Pledge and Security Agreement, forms of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively hereto, which are incorporated by reference into this Item 1.01.

Item 3.02

Unregistered Sales of Equity Securities

As disclosed in Item 1.01, on October 8, 2025, we issued the Fourth Note to the Lender, which contains a standard Rule 144 restrictive legend. The issuance of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Lender is an accredited investor and familiar with our operations based on representations in the Loan Agreement Amendment No. 3 and the Fourth Note.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.		Title
10.1		Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement with J.J. Astor dated February 27, 2026
10.2		Fourth Junior Secured Convertible Promissory Note to J.J. Astor dated February 27, 2026
10.3		Subsidiary Guarantee with J.J. Astor dated February 27, 2026
10.4		Pledge and Security Agreement with J.J. Astor dated February 27, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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.

	VIVAKOR, INC.
Dated: February 5, 2026	By:	/s/ James H. Ballengee
Dated: March 5, 2026	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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