SCHEDULE 13D/A: Major Investor Significantly Reduces Stake in EON Resources Inc., Shedding 1.5 Million Shares

Pogo Royalty, LLC and its affiliated entities have significantly reduced their beneficial ownership in EON Resources Inc., selling over 1.5 million shares of Class A Common Stock in recent transactions.

Summary

• This document is Amendment No. 2 to a Schedule 13D filing by Pogo Royalty, LLC and its affiliated entities (CIC Pogo LP, CIC IV GP LLC, CIC Partners Firm LP, and CIC Partners Firm GP LLC) regarding their ownership in EON Resources Inc.
• As of January 21, 2025, the Reporting Persons beneficially owned 500,000 shares of Class B Common Stock and an equivalent number of OpCo Class B Units, which are exchangeable for Class A Common Stock on a one-for-one basis.
• This beneficial ownership represents 5.15% of the assumed combined total of 9,704,972 shares of common stock outstanding, which includes 9,204,972 Class A shares as of November 7, 2024, and the 500,000 Class B shares.
• Pogo Royalty, LLC effected two significant sales of Class A Common Stock in the open market under a Rule 10b5-1 Trading Plan adopted on September 13, 2024.
• On January 8, 2025, Pogo Royalty sold 429,125 shares of Class A Common Stock at a weighted average price of $1.5208 per share, with prices ranging from $1.50 to $1.59.
• On January 21, 2025, Pogo Royalty sold an additional 1,071,897 shares of Class A Common Stock at a weighted average price of $1.5876 per share, with prices ranging from $1.50 to $1.80.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a significant reduction in beneficial ownership by a major investor group, indicating a potential lack of confidence or strategic divestment.

Negatives

• A significant reduction in beneficial ownership by a major investor (Pogo Royalty and affiliates) could signal a lack of confidence or a strategic exit, potentially putting downward pressure on the stock price.
• The sale of over 1.5 million shares in a short period represents a substantial divestment by a key holder.

Future Outlook

This document is a factual report of past transactions and beneficial ownership changes by a group of investors and does not contain forward-looking statements or guidance from EON Resources Inc. or the reporting persons regarding the company's future performance or strategy.

Industry Context

This filing details a change in significant ownership for EON Resources Inc., an oil and gas company. While specific to this company, large investor divestments can sometimes reflect broader sentiment within the energy sector regarding future commodity prices, regulatory environments, or specific company performance, though this document does not provide such context.

Stakeholder Impact

• Shareholders: The sale of a significant stake by a major investor could lead to increased selling pressure and potentially a decrease in share price, impacting existing shareholders' investment value.
• Company Management: May need to address investor concerns regarding the significant divestment by a large holder and its implications for the company's stock performance and investor confidence.

Next Steps

• The reporting persons undertake to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request to the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

Keywords

EON Resources Inc., Pogo Royalty, Schedule 13D, Beneficial Ownership, Class A Common Stock, Stock Sales, SEC Filing, Investment, Shareholder, Rule 10b5-1