EP Form 4: Director receives $4M convertible note and 281K-share warrant

Rhea-AI Filing Summary

Phil E. Mulacek, a director and 10% owner of Empire Petroleum Corp (EP), reported two transactions dated 09/24/2025. He acquired a $4,000,000 convertible note due 09/23/2027 that is convertible into 936,768 shares of common stock at a conversion price of $4.27 per share (the per-share price is the five-day volume-weighted average preceding 09/24/2025). He also received a warrant to purchase 281,030 shares exercisable at $4.27 with an expiration date of 09/24/2028; the warrant becomes exercisable when the NYSE American approves a supplemental listing application for the underlying shares. Both holdings are reported as direct beneficial ownership. The Form 4 was signed 09/26/2025.

Positive

• Insider provided capital via a $4,000,000 convertible note to the company, indicating financial support from a major shareholder
• Terms specify conversion mechanics (conversion price $4.27 and shares-to-be-issued listed), giving transparency on potential dilution

Negative

• Potential dilution of up to 1,217,798 shares if the note is converted and the warrant is exercised
• Warrant exercisability contingent on NYSE American supplemental listing approval, creating uncertainty about timing of potential dilution
• Related-party transaction involving a director and >10% owner, which raises governance and conflict-of-interest considerations

Insights

Securities Analyst

TL;DR: Director-acquired convertible financing increases potential dilution but provides near-term capital alignment with insider participation.

The filing shows a director and 10% owner receiving a $4,000,000 convertible note and attached warrants, convertible or exercisable into a total of 1,217,798 common shares if fully converted/exercised. The $4.27 conversion/exercise price is explicitly tied to the five-day VWAP before issuance. From a capital-structure perspective, this is material because it creates a defined pathway to dilute existing shareholders if conversion or exercise occurs before the note matures in 2027 and the warrant expiration in 2028. The requirement that the warrant be exercisable only after NYSE American supplemental listing approval is a clear contingency affecting timing but not the quantum of potential dilution.

Corporate Governance Expert

TL;DR: Insider participation in financing signals officer alignment but raises governance questions on related-party terms and shareholder dilution.

The reporting person is both a director and >10% owner, and the transaction is a related-party capital infusion by that insider. Key governance points in the filing are the explicit amounts—$4,000,000 principal—and the conversion mechanics into 936,768 shares plus a 281,030-share warrant. Material governance considerations (explicit in the filing) include the director’s dual role and the contingency on NYSE American approval for warrant exercisability. The Form 4 documents the changes but does not include any board approvals or fair-value disclosures within this filing; those items are outside this Form 4’s scope.

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
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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)

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	$4.27(1)	09/24/2025		A		$4,000,000		09/24/2025	09/23/2027	Common Stock	936,768	$4,000,000	$4,000,000	D
Common Stock Warrant (Right to Buy)	$4.27	09/24/2025		A		281,030		(2)	09/24/2028	Common Stock	281,030	$0	281,030	D

Explanation of Responses:

1. Represents the per share volume-weighted average price of the common stock of the Issuer for the five trading days preceding September 24, 2025, the date of issuance of the Convertible Note.

2. 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	09/26/2025
	** 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.
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FAQ

What did Phil E. Mulacek acquire in the Form 4 filing for EMPIRE PETROLEUM CORP (EP)?

He acquired a $4,000,000 convertible note due 09/23/2027 convertible into 936,768 shares at $4.27 per share and a 281,030-share warrant exercisable at $4.27.

When were the reported transactions for EP made?

The transactions were dated 09/24/2025 and the Form 4 was signed on 09/26/2025.

What is the expiration date for the warrant reported in the Form 4?

The warrant has an expiration date of 09/24/2028 and becomes exercisable upon NYSE American supplemental listing approval.

How was the $4.27 conversion/exercise price determined?

The $4.27 price represents the five-day volume-weighted average price of the company’s common stock preceding 09/24/2025, per the filing.

How many total shares could be issued if both the note and warrant are converted/exercised?

The filing shows 936,768 shares from conversion of the note and 281,030 shares from the warrant, totaling 1,217,798 shares.