Empire Petroleum (EP) ups rights offering to $10.0M at $2.99 per share

Rhea-AI Filing Summary

Empire Petroleum Corporation is conducting a rights offering of subscription rights to purchase up to 3,344,482 shares of common stock at a subscription price of $2.99 per share, increasing the aggregate value to up to $10.0M. The rights were distributed pro rata to holders on the Record Date and each right now permits purchase of 0.095 shares at the subscription price.

The rights are nontransferable, exercisable beginning on the date of this supplement, and expire at 5:00 p.m. Eastern Time on March 18, 2026 unless extended. Proceeds are designated for current and future drilling and workover activity and general corporate purposes. The largest stockholder, Energy Evolution Master Fund, Ltd., owns approximately 32.1% prior to the offering and has indicated intent to fully subscribe and exercise over-subscription rights.

Insights

Capital Markets Analyst

Rights offering increases potential dilution and raises up to $10.0M.

The company increased the rights offering size from $6.0M (2,006,689 shares) to up to $10.0M (3,344,482 shares) at a $2.99 subscription price, as stated. Proceeds are allocated to drilling, workovers and general corporate purposes, indicating an operational funding need.

Primary dependencies include stockholder participation and the stated intent of Energy Evolution Master Fund, Ltd. to fully subscribe and exercise over-subscription rights. The actual capital raised will depend on exercise rates; timing risk and cancellation rights remain under the company's discretion.

Supplement No. 1 to Prospectus Supplement dated February 25, 2026		Filed Pursuant to Rule 424(b)(5)
(to prospectus dated September 22, 2023)		Registration Statement No. 333-274327

Subscription Rights to Purchase Up to 3,344,482 Shares of Common Stock at $2.99 Per Share

This supplement no. 1 dated February 18, 2026, or this supplement, supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our prospectus supplement dated February 2, 2026, relating to the prior distribution at no charge to the holders of common stock, par value $0.001 per share (“common stock”), of Empire Petroleum Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”), as of the close of business, on February 2, 2026 (the “Record Date”), subscription rights to purchase up to 2,006,689 shares of common stock. This supplement should be read in conjunction with, is not complete without, and may not be delivered or utilized except in connection with, the prior prospectus supplement dated February 2, 2026 (including the base prospectus dated September 22, 2023), including all supplements thereto and documents incorporated by reference therein. If there is any inconsistency between the information in the prospectus supplement and this supplement, you should rely on the information in this supplement.

The subscription price was set at $2.99 per share, which would result in aggregate rights offering value of up to $6.0 million, but we have elected to increase the number of shares of common stock underlying the subscription rights to 3,344,482, resulting in an increased aggregate rights offering value of up to $10.0 million (the “rights offering”). Each stockholder has received one subscription right for each share of our common stock owned as of the Record Date. As a result of the increase, each subscription right now entitles the holder of the subscription rights to purchase 0.095 shares of common stock at the subscription price (the “subscription rate”). For example, if you owned 100 shares of our common stock as of the Record Date, you would have received subscription rights to purchase 9 shares of common stock at the subscription price, subject to certain limitations. As a result, a stockholder must hold at least 11 shares of common stock to receive subscription rights to purchase at least one share of common stock.

We will not issue any fractional shares of common stock in the rights offering. The subscription rights are not transferable. If you fully exercise your subscription right and other stockholders do not fully exercise their subscription rights, you will have an over-subscription right to purchase additional shares of common stock that remain unsubscribed at the Expiration Date (defined below).

The purpose of the rights offering is to raise equity capital in a process that provides all of our existing stockholders the opportunity to participate on a pro rata basis. The net proceeds will be used for current and future drilling and workover activity and general corporate purposes.

The subscription rights will be distributed and exercisable beginning on the date hereof. The subscription rights will expire and will have no value if they are not exercised prior to the expiration date of the rights offering, which has been extended to 5:00 p.m. Eastern Time, on March 18, 2026 (the “Expiration Date”), unless we, in our sole discretion, extend the period further for exercising the subscription rights. We have extended the Expiration Date to allow our stockholders to have more time to consider their participation and arrange finances for the offering. We will extend the duration of the rights offering as required by applicable law and may choose to extend the rights offering further if we decide that changes warrant an extension, as we have done with this prospectus supplement, or if we decide that the degree of participation in the rights offering by holders of our common stock is less than the level we desire. You should carefully consider whether or not to exercise your subscription rights before the Expiration Date. We reserve the right to cancel the rights offering at any time before the Expiration Date, for any reason.

Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company and our largest stockholder (“EEF”) owns approximately 32.1% of our common stock outstanding prior to the rights offering. EEF has indicated its intent to participate in the rights offering and fully subscribe to the shares of common stock corresponding to its subscription rights, as well as its intent to fully exercise its over-subscription rights to purchase its pro rata share of the underlying securities related to the rights offering that remain unsubscribed at the Expiration Date. Phil E. Mulacek, Chairman of the Board of the Company (“Mulacek”), also has indicated his intent to participate.

There is no minimum number of shares of common stock that we must sell in order to complete the rights offering. If you exercise your subscription rights in full, you will have an over-subscription right to purchase additional shares of common stock that remain unsubscribed at the Expiration Date, subject to the availability and allocation of shares of common stock among stockholders exercising their over-subscription rights as further described in this prospectus supplement. Stockholders who do not participate in the rights offering will continue to own the same number of shares, but will own after the rights offering a smaller percentage of the total shares outstanding to the extent that other stockholders participate in the rights offering. Subscription rights that are not exercised before the Expiration Date will expire and have no value.

We have not employed any brokers, dealers or underwriters in connection with the solicitation or exercise of rights in the rights offering and no commissions, fees or discounts will be paid in connection with the rights offering. Securities Transfer Corporation (“STC”) is acting as the subscription and information agent for the rights offering. STC is also transfer agent and registrar for our common stock. While certain of our directors, officers and other employees may solicit responses from you, those directors, officers and other employees will not receive any commissions or compensation for their services other than their normal compensation.

Our common stock is listed on the NYSE American (the “NYSEA”) under the symbol “EP.” On February 23, 2026, the last reported sale price for our common stock on the NYSEA was $2.85 per share.

An investment in our common stock involves significant risks. These risks are described under “Risk Factors” beginning on page S-20 of the prospectus supplement dated February 2, 2026 and under similar headings in our filings with the Securities and Exchange Commission (the “SEC”), that are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 25, 2026

FAQ

What is Empire Petroleum's (EP) rights offering size and price?

The rights offering permits purchase of up to 3,344,482 shares at a subscription price of $2.99 per share. This raises aggregate rights offering value of up to $10.0M as disclosed in the supplement.

When do the subscription rights expire for EP's offering?

Subscription rights expire at 5:00 p.m. Eastern Time on March 18, 2026 unless the company extends the Expiration Date in its sole discretion, as stated in the supplement.

Who may participate and how are rights allocated in the EP offering?

Each stockholder received one subscription right per share owned as of the Record Date, with each right now entitling holders to purchase 0.095 shares at the subscription price on a pro rata basis.

What will Empire Petroleum use the proceeds from the rights offering for?

The net proceeds will be used for current and future drilling and workover activity and general corporate purposes, as explicitly stated in the prospectus supplement.

Will existing stockholders who do not participate be diluted?

Yes. Stockholders who do not participate will continue to own the same number of shares but will hold a smaller percentage of total outstanding shares to the extent others participate in the rights offering.