Empire Petroleum (EP) insider: $4.0M note, 138,889-share warrant

Empire Petroleum (EP) reported an insider transaction by director and 10% owner Phil E. Mulacek.

Rhea-AI Filing Summary

Empire Petroleum (EP) reported an insider transaction by director and 10% owner Phil E. Mulacek. On 09/24/2025, the reporting person acquired a Convertible Note due 2027 with principal of $4,000,000, convertible at $4.32 per share, reflecting 462,962 underlying common shares tied to the initial advances. He also acquired a warrant for 138,889 common shares at an exercise price of $4.32.

On 11/05/2025, the note was amended to increase the conversion price to $4.32 and to provide that this price applies only to the first $2,000,000 already advanced, with any additional advances convertible at a floating price as set forth in the note. The warrant was amended the same day to raise the exercise price to $4.32 and reduce the underlying shares from 281,030 to 138,889. The warrant becomes exercisable after NYSE American approves a supplemental listing application covering the underlying shares.

Insights

Equity capital markets analyst

Insider acquired note and warrant; later amended pricing and size.

The reporting person acquired a $4,000,000 Convertible Note due 2027 at a conversion price of $4.32 tied to 462,962 underlying shares for initial advances, and a warrant for 138,889 shares at $4.32. These are derivative positions rather than immediate common stock purchases.

On Nov 5, 2025, the documents were amended: the note’s $4.32 conversion price applies only to the first $2,000,000 advanced, with further advances at a floating price per the note, and the warrant’s exercise price rose to $4.32 while underlying shares were reduced from 281,030 to 138,889.

The warrant is exercisable once NYSE American approves a supplemental listing for the underlying shares. Actual impact depends on future conversions, exercises, and exchange approval.

Insider Trade Summary

Grant/Award: 138,889 shares

Grant/Award 2 txns

Insider Mulacek Phil E

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Convertible Note Due 2027	0	$4,000,000.00 as filed	--
Grant/Award	Common Stock Warrant (Right to Buy)	138,889	$0.00	$0.00

• Price shown as filed: $4,000,000.00 per share is far above the $4.67 close on Sep 24, 2025, so no transaction value is shown.

Holdings After Transaction: Convertible Note Due 2027 — 0 contracts (Direct); Common Stock Warrant (Right to Buy) — 138,889 contracts (Direct)

Footnotes (3)

1. F1. The Convertible Note was amended on November 5, 2025 to increase the conversion price from $4.27 to $4.32, and to provide that the conversion price of $4.32 only applies to the first $2,000,000 already advanced under the Convertible Note. Excludes shares issuable at the election of the Reporting Person upon conversion of any additional advances under the Convertible Note based upon a floating conversion price as set forth in the Convertible Note, as amended.
2. F2. The Warrant was amended on November 5, 2025 to (a) increase the exercise price of the Warrant from $4.27 to $4.32 and (b) reduce the number of shares of common stock of the Issuer underlying the Warrant from 281,030 to 138,889.
3. F3. The Warrant becomes exercisable on the date the NYSE American stock exchange approves a supplemental listing application relating to the shares of common stock of the Issuer underlying the Warrant.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Empire Petroleum (EP) disclose in this Form 4/A?

A director and 10% owner reported acquiring a $4,000,000 Convertible Note due 2027 and a warrant, both dated 09/24/2025, with amendments on 11/05/2025.

What are the key terms of the Convertible Note reported by EP?

The note has $4,000,000 principal and a $4.32 conversion price applicable to the first $2,000,000 already advanced, reflecting 462,962 underlying shares.

What are the warrant terms reported in EP’s Form 4/A?

The warrant covers 138,889 shares at a $4.32 exercise price and becomes exercisable after NYSE American approves a supplemental listing application for the underlying shares.

What amendments were made on November 5, 2025?

The note’s conversion price was set to $4.32 for the first $2,000,000 advanced; the warrant’s exercise price increased to $4.32 and shares were reduced from 281,030 to 138,889.

Who is the reporting person in EP’s filing and what is their relationship?

Phil E. Mulacek, a director and 10% owner of Empire Petroleum Corp.

How many shares are tied to the reported derivatives?

The note reflects 462,962 underlying common shares for initial advances; the warrant covers 138,889 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/07/2025 - 07:05 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mulacek Phil E

(Last) (First) (Middle)

25025 I 45 NORTH

SUITE 420

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EMPIRE PETROLEUM CORP [ EP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/26/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note Due 2027	$4.32(1)	09/24/2025		A		$4,000,000		09/24/2025	09/23/2027	Common Stock	462,962(1)	$4,000,000	$4,000,000	D
Common Stock Warrant (Right to Buy)	$4.32(2)	09/24/2025		A		138,889(2)		(3)	09/24/2028	Common Stock	138,889(2)	$0	138,889(2)	D

Explanation of Responses:

1. The Convertible Note was amended on November 5, 2025 to increase the conversion price from $4.27 to $4.32, and to provide that the conversion price of $4.32 only applies to the first $2,000,000 already advanced under the Convertible Note. Excludes shares issuable at the election of the Reporting Person upon conversion of any additional advances under the Convertible Note based upon a floating conversion price as set forth in the Convertible Note, as amended.

2. The Warrant was amended on November 5, 2025 to (a) increase the exercise price of the Warrant from $4.27 to $4.32 and (b) reduce the number of shares of common stock of the Issuer underlying the Warrant from 281,030 to 138,889.

3. The Warrant becomes exercisable on the date the NYSE American stock exchange approves a supplemental listing application relating to the shares of common stock of the Issuer underlying the Warrant.

	/s/ Phil E. Mulacek	11/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.