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Empire Petroleum (EP) entered a Letter Agreement on November 5, 2025 amending its previously disclosed $4,000,000 promissory note and related warrant issued to Phil E. Mulacek. The original note bears 5.5% interest, matures on September 23, 2027, and is convertible at the holder’s option at a conversion price of $4.27 per share. As of September 25, 2025, the Company had received a $2,000,000 first advance, with the ability for up to an additional $2,000,000 after March 23, 2026 for six months, upon notice and absent default.
The original warrant covers 281,030 shares at an exercise price of $4.27 for three years. The amendment adds a key limit: Mr. Mulacek cannot receive more than an aggregate 1,217,798 shares of common stock from note conversions, warrant exercises, and any warrants tied to additional advances. The full Letter Agreement is filed as Exhibit 10.
Empire Petroleum (EP): Schedule 13D/A update — Michael R. Morrisett, the company’s President and CEO, reports beneficial ownership of 866,087 shares of common stock, representing 2.49% of the class. The percentage is based on 34,266,208 shares outstanding as of September 30, 2025.
On November 5, 2025, he sold in a private transaction the remainder of his 4/3/19 stock option (589,100 shares) and 187,084 shares of common stock for an aggregate sales price of $1,600,000. As disclosed, he ceased to be a beneficial owner of more than 5% on November 5, 2025. His reported total includes 520,000 shares issuable upon currently exercisable options and 35,000 shares underlying vested RSUs with deferred delivery.
Empire Petroleum (EP) director and 10% owner Phil E. Mulacek reported insider transactions dated 11/05/2025. He purchased 187,084 common shares at $3.77 (Code P) and exercised options for 589,100 shares (Code M) tied to options with a $1.32 exercise price.
Following the reported transactions, he directly beneficially owned 6,151,199 common shares. The filing also lists indirect holdings of common stock, including 817,262 shares by Petroleum Independent & Exploration LLC, 526,300 shares by Big Red Revocable Trust, 485,202 shares by Five Sterling LP, and 42,833 shares by his spouse. An explanatory note states the option vested in three installments on April 3 of 2019, 2020, and 2021.
Empire Petroleum (EP) insider activity: President & CEO Michael R. Morrisett reported an open-market sale of 187,084 shares of common stock at $3.77 on 11/05/2025. Following the sale, he beneficially owns 346,088 shares directly.
He also disposed of employee stock options covering 589,100 shares, priced at $1.519 per option, with an exercise price of $1.32 and an expiration of 04/02/2029, leaving 0 derivative securities held after the transaction. Option figures are adjusted for the company’s 1-for-4 reverse stock split effective March 7, 2022.
Empire Petroleum (EP) reported insider share purchases by a director and 10% owner. On 10/20/2025, the reporting person purchased 8,190 shares of common stock at a weighted average price of $3.5754. On 10/22/2025, they purchased an additional 4,000 shares at $3.75.
Following these transactions, the filing lists 5,375,015 shares held directly. It also shows indirect beneficial ownership interests of 817,262 shares by Petroleum Independent & Exploration LLC, 526,300 by Big Red Revocable Trust, 485,202 by Five Sterling LP, and 42,833 by the reporting person’s spouse.
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.
Empire Petroleum Corporation entered into a $4,000,000 promissory note with Phil E. Mulacek on September 24, 2025. As of September 25, 2025, $2,000,000 has been advanced, with up to an additional $2,000,000 available for six months beginning March 23, 2026, if no event of default has occurred. The note bears 5.5% annual interest, rising to 9% on any unpaid principal after the September 23, 2027 maturity date, with scheduled cash interest payments through 2027.
The note is convertible at Mr. Mulacek’s option into common stock at $4.27 per share, and if fully drawn and converted, 936,768 shares would be issued. As partial consideration for the commitment, Mr. Mulacek received a three-year warrant to purchase 281,030 shares at $4.27 per share, which becomes exercisable after NYSE American approves a supplemental listing for the underlying and warrant shares. The company plans to use the proceeds to help fund its oil and gas drilling program and for working capital, and relied on a private offering exemption under Section 4(a)(2) of the Securities Act.
Phil E. Mulacek, a director and reported 10% owner of Empire Petroleum Corp (EP), purchased additional common stock across three trading days on 09/15/2025, 09/16/2025 and 09/17/2025. The reported purchases were 9,648 shares at a weighted average price of $3.9775, 6,689 shares at $4.0317 and 20,609 shares at $4.0426, bringing his direct beneficial ownership to 5,362,825 shares. The filing also discloses indirect holdings attributed to related entities: 817,262 shares held by Petroleum Independent & Exploration LLC, 526,300 by Big Red Revocable Trust, 485,202 by Five Sterling LP and 42,833 by his spouse. Footnotes state each reported price is a weighted average from multiple transactions within specified price ranges.
Phil E. Mulacek, a director and reported 10% owner of Empire Petroleum Corp (EP), purchased additional common stock on three dates, increasing his direct holdings to 5,325,879 shares. The Form 4 shows purchases on 09/10/2025 (7,012 shares at a weighted average $4.0914), 09/11/2025 (2,971 shares at a weighted average $4.1014) and 09/12/2025 (6,000 shares at a weighted average $4.08). The filing also discloses indirect holdings of 817,262 shares by Petroleum Independent & Exploration LLC, 526,300 shares by Big Red Revocable Trust, 485,202 shares by Five Sterling LP and 42,833 shares by his spouse. The reporting person certified the transactions with a signature dated 09/15/2025.