{"success":true,"data":{"pressRelease":{"id":"165435","rtpr_id":"nGNXnfm61-20261009","ticker":"VIVK","exchange":"NASDAQ","all_tickers":["VIVK"],"title":"Vivakor Signs LOI for Proposed $40 Million Acquisition of Direct Midstream","author":"Globe Newswire","published_at":"2026-10-09T13:00:00.249Z","article_body":"Proposed Transaction Values Direct Midstream at 4x Targeted 2027 Free Cash\nFlow\n\nDallas, TX, Oct. 09, 2026 (GLOBE NEWSWIRE) -- Vivakor, Inc. (Nasdaq: VIVK)\n(\"Vivakor\" or the \"Company\"), an integrated provider of energy transportation,\nstorage, reuse and remediation services, today announced that it has entered\ninto a non-binding Letter of Intent (“LOI”) for the proposed acquisition\nof 100% of the outstanding membership interests of Direct Midstream, LLC\n(“Direct Midstream”), a Midland, Texas-based water midstream company\nproviding produced water infrastructure and oilfield waste management services\nthroughout the Permian Basin.\n\nThe LOI follows Vivakor’s previously announced Indication of Interest and\nestablishes the principal economic terms of the proposed transaction. Under\nthe LOI, the proposed acquisition has a gross purchase price of $40 million,\nbased on four times Direct Midstream’s targeted 2027 free cash flow of $10\nmillion, assuming Vivakor makes its contemplated capital investment. At\nclosing, Vivakor would make a $10 million capital investment in Direct\nMidstream, which would reduce the consideration payable to the seller\ndollar-for-dollar. Assuming no reductions for debt or net working capital, the\nremaining consideration would consist of approximately $29 million of Vivakor\nSeries B Preferred Stock and $1 million of Vivakor common stock. The gross\npurchase price would also be subject to adjustment based on Direct\nMidstream’s actual 2027 free cash flow, ranging from $30 million to $50\nmillion at the minimum and maximum adjustment thresholds.\n\n“The execution of this LOI represents an important next step toward the\nproposed acquisition of Direct Midstream and provides a framework for moving\nthe transaction toward a definitive agreement,” said James Ballengee,\nChairman, President and Chief Executive Officer of Vivakor. “Direct would\nsignificantly expand our Permian Basin infrastructure while adding produced\nwater, disposal and oilfield waste capabilities that complement our existing\noperations and Remediation Processing Center strategy. The contemplated $10\nmillion investment is intended to provide additional capital to support the\ncontinued development and expansion of the Direct platform.”\n\n“We are pleased to have reached this next stage with Vivakor and to\nestablish a framework for the proposed transaction,” said Chris Early,\nPresident and Chief Executive Officer of Direct Midstream. “We believe\nVivakor’s broader platform and the contemplated capital investment could\nprovide meaningful resources to support Direct Midstream’s continued growth\nin the Permian Basin.”\n\nThe proposed transaction remains subject to customary due diligence,\ncompletion or waiver of required audited financial statements, Vivakor’s\nfunding of the contemplated capital investment, receipt of a fairness opinion\nacceptable to the independent members of Vivakor’s Board of Directors,\nnegotiation and execution of a definitive purchase agreement, and other\ncustomary closing conditions. There can be no assurance that a definitive\nagreement will be executed or that the proposed transaction will be completed\non the terms described herein or at all.\n\nAbout Direct Midstream\n\nDirect Midstream is a provider of midstream energy and fluid management\nservices serving oil and gas operators throughout the Permian Basin. The\ncompany’s services include saltwater disposal, produced water management,\noil recovery and reclamation, slop oil processing and related oilfield waste\nservices. Direct Midstream utilizes Class II UIC wells, automation and\nadvanced monitoring systems to support safe, efficient and environmentally\nresponsible operations.\n\nAbout Vivakor, Inc.\n\nVivakor, Inc. is an integrated provider of sustainable energy transportation,\nstorage, reuse, and remediation services. Its corporate mission is to develop,\nacquire, accumulate, and operate assets, properties, and technologies in the\nenergy sector. Vivakor’s integrated facilities assets provide crude oil,\nstorage, transportation, reuse, and remediation services under long-term\ncontracts. Once operational, Vivakor's interest in oilfield waste remediation\nfacilities will facilitate the recovery, reuse, and disposal of petroleum\nbyproducts and oilfield waste products.\n\nFor more information, please visit our website: www.vivakor.com\n\nCautionary Statement Regarding Forward-Looking Statements\nThis news release may contain forward-looking statements within the meaning of\nthe \"safe harbor\" provisions of the Private Securities Litigation Reform Act\nof 1995. Such forward-looking statements are based upon the current beliefs\nand expectations of our management and are inherently subject to significant\nbusiness, economic and competitive uncertainties and contingencies, many of\nwhich are difficult to predict and generally beyond our control. Actual\nresults and the timing of events may differ materially from the results\nanticipated in these forward-looking statements. Forward-looking statements\nmay be identified but not limited by the use of the words \"anticipates,\"\n\"expects,\" \"intends,\" \"plans,\" \"should,\" \"could,\" \"would,\" \"may,\" \"will,\"\n\"believes,\" \"estimates,\" \"potential,\" or \"continue\" and variations or similar\nexpressions. Our actual results may differ materially and adversely from those\nexpressed in any forward-looking statements as a result of various factors and\nuncertainties, including, but not limited to, the expected transaction and\nownership structure, the valuation of the transaction, the likelihood and\nability of the parties to successfully and timely consummate planned\nacquisitions, the risk that any required regulatory approvals are not\nobtained, are delayed or are subject to unanticipated conditions that could\nadversely affect Vivakor or the expected benefits of the such transaction, our\nability to maintain the listing of our securities on The Nasdaq Capital\nMarket, the parties failure to realize the anticipated benefits of pending\ntransactions, disruption and volatility in the global currency, capital, and\ncredit markets, changes in federal, local and foreign governmental regulation,\nchanges in tax laws and liabilities, tariffs, legal, regulatory, political and\neconomic risks, our ability to successfully develop products, rapid change in\nour markets, changes in demand for our future products, and general economic\nconditions.\n\nThese risks and uncertainties include, but are not limited to, risks and\nuncertainties discussed in Vivakor's filings with the U.S. Securities and\nExchange Commission, which factors may be incorporated herein by reference.\nActual results, performance or achievements may differ materially, and\npotentially adversely, from any projections and forward-looking statements and\nthe assumptions on which those forward-looking statements are based. There can\nbe no assurance that the data contained herein is reflective of future\nperformance to any degree. You are cautioned not to place undue reliance on\nforward-looking statements as a predictor of future performance as projected\nfinancial information and other information are based on estimates and\nassumptions that are inherently subject to various significant risks,\nuncertainties and other factors, many of which are beyond our control. All\ninformation set forth herein speaks only as of the date hereof in the case of\ninformation about Vivakor or the date of such information in the case of\ninformation from persons other than Vivakor, and we disclaim any intention or\nobligation to update any forward-looking statements as a result of\ndevelopments occurring after the date of this communication. Forecasts and\nestimates regarding the industries and markets are based on sources we believe\nto be reliable; however, there can be no assurance these forecasts and\nestimates will prove accurate in whole or in part.\n\nInvestor Contact:\nP:469-480-7175\ninfo@vivakor.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/89ffdbcd-dcbe-45fc-805d-bece68fff440)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNXnfm61-20261009","title":"Vivakor Signs LOI for Proposed $40 Million Acquisition of Direct Midstream","author":"Globe Newswire","ticker":"VIVK","created":"2026-10-09T13:00:00.249Z","tickers":["VIVK"],"exchange":"NASDAQ","article_body":"Proposed Transaction Values Direct Midstream at 4x Targeted 2027 Free Cash\nFlow\n\nDallas, TX, Oct. 09, 2026 (GLOBE NEWSWIRE) -- Vivakor, Inc. (Nasdaq: VIVK)\n(\"Vivakor\" or the \"Company\"), an integrated provider of energy transportation,\nstorage, reuse and remediation services, today announced that it has entered\ninto a non-binding Letter of Intent (“LOI”) for the proposed acquisition\nof 100% of the outstanding membership interests of Direct Midstream, LLC\n(“Direct Midstream”), a Midland, Texas-based water midstream company\nproviding produced water infrastructure and oilfield waste management services\nthroughout the Permian Basin.\n\nThe LOI follows Vivakor’s previously announced Indication of Interest and\nestablishes the principal economic terms of the proposed transaction. Under\nthe LOI, the proposed acquisition has a gross purchase price of $40 million,\nbased on four times Direct Midstream’s targeted 2027 free cash flow of $10\nmillion, assuming Vivakor makes its contemplated capital investment. At\nclosing, Vivakor would make a $10 million capital investment in Direct\nMidstream, which would reduce the consideration payable to the seller\ndollar-for-dollar. Assuming no reductions for debt or net working capital, the\nremaining consideration would consist of approximately $29 million of Vivakor\nSeries B Preferred Stock and $1 million of Vivakor common stock. The gross\npurchase price would also be subject to adjustment based on Direct\nMidstream’s actual 2027 free cash flow, ranging from $30 million to $50\nmillion at the minimum and maximum adjustment thresholds.\n\n“The execution of this LOI represents an important next step toward the\nproposed acquisition of Direct Midstream and provides a framework for moving\nthe transaction toward a definitive agreement,” said James Ballengee,\nChairman, President and Chief Executive Officer of Vivakor. “Direct would\nsignificantly expand our Permian Basin infrastructure while adding produced\nwater, disposal and oilfield waste capabilities that complement our existing\noperations and Remediation Processing Center strategy. The contemplated $10\nmillion investment is intended to provide additional capital to support the\ncontinued development and expansion of the Direct platform.”\n\n“We are pleased to have reached this next stage with Vivakor and to\nestablish a framework for the proposed transaction,” said Chris Early,\nPresident and Chief Executive Officer of Direct Midstream. “We believe\nVivakor’s broader platform and the contemplated capital investment could\nprovide meaningful resources to support Direct Midstream’s continued growth\nin the Permian Basin.”\n\nThe proposed transaction remains subject to customary due diligence,\ncompletion or waiver of required audited financial statements, Vivakor’s\nfunding of the contemplated capital investment, receipt of a fairness opinion\nacceptable to the independent members of Vivakor’s Board of Directors,\nnegotiation and execution of a definitive purchase agreement, and other\ncustomary closing conditions. There can be no assurance that a definitive\nagreement will be executed or that the proposed transaction will be completed\non the terms described herein or at all.\n\nAbout Direct Midstream\n\nDirect Midstream is a provider of midstream energy and fluid management\nservices serving oil and gas operators throughout the Permian Basin. The\ncompany’s services include saltwater disposal, produced water management,\noil recovery and reclamation, slop oil processing and related oilfield waste\nservices. Direct Midstream utilizes Class II UIC wells, automation and\nadvanced monitoring systems to support safe, efficient and environmentally\nresponsible operations.\n\nAbout Vivakor, Inc.\n\nVivakor, Inc. is an integrated provider of sustainable energy transportation,\nstorage, reuse, and remediation services. Its corporate mission is to develop,\nacquire, accumulate, and operate assets, properties, and technologies in the\nenergy sector. Vivakor’s integrated facilities assets provide crude oil,\nstorage, transportation, reuse, and remediation services under long-term\ncontracts. Once operational, Vivakor's interest in oilfield waste remediation\nfacilities will facilitate the recovery, reuse, and disposal of petroleum\nbyproducts and oilfield waste products.\n\nFor more information, please visit our website: www.vivakor.com\n\nCautionary Statement Regarding Forward-Looking Statements\nThis news release may contain forward-looking statements within the meaning of\nthe \"safe harbor\" provisions of the Private Securities Litigation Reform Act\nof 1995. Such forward-looking statements are based upon the current beliefs\nand expectations of our management and are inherently subject to significant\nbusiness, economic and competitive uncertainties and contingencies, many of\nwhich are difficult to predict and generally beyond our control. Actual\nresults and the timing of events may differ materially from the results\nanticipated in these forward-looking statements. Forward-looking statements\nmay be identified but not limited by the use of the words \"anticipates,\"\n\"expects,\" \"intends,\" \"plans,\" \"should,\" \"could,\" \"would,\" \"may,\" \"will,\"\n\"believes,\" \"estimates,\" \"potential,\" or \"continue\" and variations or similar\nexpressions. Our actual results may differ materially and adversely from those\nexpressed in any forward-looking statements as a result of various factors and\nuncertainties, including, but not limited to, the expected transaction and\nownership structure, the valuation of the transaction, the likelihood and\nability of the parties to successfully and timely consummate planned\nacquisitions, the risk that any required regulatory approvals are not\nobtained, are delayed or are subject to unanticipated conditions that could\nadversely affect Vivakor or the expected benefits of the such transaction, our\nability to maintain the listing of our securities on The Nasdaq Capital\nMarket, the parties failure to realize the anticipated benefits of pending\ntransactions, disruption and volatility in the global currency, capital, and\ncredit markets, changes in federal, local and foreign governmental regulation,\nchanges in tax laws and liabilities, tariffs, legal, regulatory, political and\neconomic risks, our ability to successfully develop products, rapid change in\nour markets, changes in demand for our future products, and general economic\nconditions.\n\nThese risks and uncertainties include, but are not limited to, risks and\nuncertainties discussed in Vivakor's filings with the U.S. Securities and\nExchange Commission, which factors may be incorporated herein by reference.\nActual results, performance or achievements may differ materially, and\npotentially adversely, from any projections and forward-looking statements and\nthe assumptions on which those forward-looking statements are based. There can\nbe no assurance that the data contained herein is reflective of future\nperformance to any degree. You are cautioned not to place undue reliance on\nforward-looking statements as a predictor of future performance as projected\nfinancial information and other information are based on estimates and\nassumptions that are inherently subject to various significant risks,\nuncertainties and other factors, many of which are beyond our control. All\ninformation set forth herein speaks only as of the date hereof in the case of\ninformation about Vivakor or the date of such information in the case of\ninformation from persons other than Vivakor, and we disclaim any intention or\nobligation to update any forward-looking statements as a result of\ndevelopments occurring after the date of this communication. Forecasts and\nestimates regarding the industries and markets are based on sources we believe\nto be reliable; however, there can be no assurance these forecasts and\nestimates will prove accurate in whole or in part.\n\nInvestor Contact:\nP:469-480-7175\ninfo@vivakor.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/89ffdbcd-dcbe-45fc-805d-bece68fff440)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-10-09T13:00:00.34246479Z","server_sent_at_ms":1791550800342},"received_at":"2026-10-09T13:00:00.472Z","source_url":null},"analysis":{"id":"153835","press_release_id":"165435","analysis_json":{"industry":{"label":"Oil, Gas & Consumable Fuels","sector":"Energy"},"redFlags":["LOI is non-binding with no assurance a definitive agreement will be executed or the transaction completed","consideration is largely in Vivakor Series B Preferred Stock (~$29 million), not cash","closing contingent on Vivakor funding a $10 million capital investment","purchase price tied to future (2027) target free cash flow, subject to downward adjustment"],"eventType":"m_and_a","narrative":"Vivakor signed a non-binding LOI to acquire 100% of Direct Midstream, a Permian Basin water midstream company, at a $40 million gross purchase price based on 4x targeted 2027 free cash flow of $10 million.\n\nAt closing Vivakor would invest $10 million of capital into Direct Midstream, with the remaining consideration of roughly $29 million in Series B Preferred Stock and $1 million in common stock; the price can adjust between $30 million and $50 million based on actual 2027 free cash flow.\n\nThe deal expands Vivakor's produced water, disposal and oilfield waste capabilities in the Permian Basin, but remains subject to due diligence, audited financials, a fairness opinion, a definitive agreement, and Vivakor's funding of the capital investment.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Vivakor expands Permian midstream via $40M LOI for Direct Midstream at 4x target FCF — but the non-binding, stock-funded deal still has plenty of execution risk."},"keyFigures":{"dealValueUsd":40000000,"customDimensions":{"target_2027_fcf":10000000,"acquisition_multiple":"4x targeted 2027 free cash flow","purchase_price_range":"$30 million to $50 million","common_stock_consideration":1000000,"capital_investment_at_closing":10000000,"preferred_stock_consideration":29000000}},"quotedText":"The execution of this LOI represents an important next step toward the proposed acquisition of Direct Midstream and provides a framework for moving the transaction toward a definitive agreement","namedEntities":{"people":[{"name":"James Ballengee","role":"Chairman, President and CEO of Vivakor"},{"name":"Chris Early","role":"President and CEO of Direct Midstream"}],"products":[],"companies":[{"name":"Vivakor, Inc.","ticker":"VIVK","relationship":"acquirer"},{"name":"Direct Midstream, LLC","relationship":"target"}],"dollarAmounts":[{"amount":"$40 million","context":"gross purchase price of proposed acquisition"},{"amount":"$10 million","context":"targeted 2027 free cash flow of Direct Midstream"},{"amount":"$10 million","context":"capital investment in Direct Midstream at closing"},{"amount":"approximately $29 million","context":"Vivakor Series B Preferred Stock consideration"},{"amount":"$1 million","context":"Vivakor common stock consideration"},{"amount":"$30 million to $50 million","context":"adjusted gross purchase price range based on actual 2027 free cash flow"}]},"materialImpact":{"score":3,"reasoning":"Non-binding LOI for a $40 million acquisition that would significantly expand Vivakor's Permian Basin midstream footprint, but the deal is small relative to typical M&A thresholds, involves preferred/common stock consideration, and remains subject to numerous closing conditions with no assurance of completion."},"tickerRelevance":{"others":[],"primary":"VIVK"},"globalImportance":25,"audienceRelevance":20,"eventTypeSecondary":[],"importanceComponents":{"dealType":"stock-heavy consideration","tickerTier":"small-cap","eventGravity":"non-binding LOI for $40M acquisition","completionRisk":"high — multiple customary and company-specific closing conditions"}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":3,"narrative":"Vivakor signed a non-binding LOI to acquire 100% of Direct Midstream, a Permian Basin water midstream company, at a $40 million gross purchase price based on 4x targeted 2027 free cash flow of $10 million.\n\nAt closing Vivakor would invest $10 million of capital into Direct Midstream, with the remaining consideration of roughly $29 million in Series B Preferred Stock and $1 million in common stock; the price can adjust between $30 million and $50 million based on actual 2027 free cash flow.\n\nThe deal expands Vivakor's produced water, disposal and oilfield waste capabilities in the Permian Basin, but remains subject to due diligence, audited financials, a fairness opinion, a definitive agreement, and Vivakor's funding of the capital investment.","key_figures":{"dealValueUsd":40000000,"customDimensions":{"target_2027_fcf":10000000,"acquisition_multiple":"4x targeted 2027 free cash flow","purchase_price_range":"$30 million to $50 million","common_stock_consideration":1000000,"capital_investment_at_closing":10000000,"preferred_stock_consideration":29000000}},"named_entities":{"people":[{"name":"James Ballengee","role":"Chairman, President and CEO of Vivakor"},{"name":"Chris Early","role":"President and CEO of Direct Midstream"}],"products":[],"companies":[{"name":"Vivakor, Inc.","ticker":"VIVK","relationship":"acquirer"},{"name":"Direct Midstream, LLC","relationship":"target"}],"dollarAmounts":[{"amount":"$40 million","context":"gross purchase price of proposed acquisition"},{"amount":"$10 million","context":"targeted 2027 free cash flow of Direct Midstream"},{"amount":"$10 million","context":"capital investment in Direct Midstream at closing"},{"amount":"approximately $29 million","context":"Vivakor Series B Preferred Stock consideration"},{"amount":"$1 million","context":"Vivakor common stock consideration"},{"amount":"$30 million to $50 million","context":"adjusted gross purchase price range based on actual 2027 free cash flow"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:5c812bd9e28b810d","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-10-09T13:00:07.088Z","global_importance":25,"audience_relevance":20,"importance_components":{"dealType":"stock-heavy consideration","tickerTier":"small-cap","eventGravity":"non-binding LOI for $40M acquisition","completionRisk":"high — multiple customary and company-specific closing conditions"}},"durationMs":6598,"modelName":"glm-5.3-flashx"}}