[SCHEDULE 13D/A] EMPIRE PETROLEUM CORP SEC Filing

Rhea-AI Filing Summary

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.

Insights

Securities disclosure analyst

CEO’s reported stake falls to 2.49% after private sale.

Michael R. Morrisett updates his beneficial ownership to 866,087 shares, or 2.49%, calculated on 34,266,208 shares outstanding as of September 30, 2025. The filing also details equity award components that are counted as beneficially owned under SEC rules.

On November 5, 2025, he sold the remainder of his 4/3/19 option (589,100 shares) and 187,084 shares for $1,600,000 in a private transaction, and he reports that he ceased to be a more‑than‑5% holder on that date.

For investors, this is primarily an ownership disclosure. It does not, by itself, change company operations; any market impact depends on how holders interpret insider ownership levels and the detailed sale mechanics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

EMPIRE PETROLEUM CORP

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

292034303

(CUSIP Number)

Michael R. Morrisett
Empire Petroleum Corporation, 2200 S. Utica Place, Suite 150
Tulsa, OK, 74114
(539)444-8002

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 292034303

1

Name of reporting person

Michael R. Morrisett

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 866,087.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 866,087.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

866,087.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.49 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*Includes (i) 520,000 shares issuable upon the exercise of stock options that are currently exercisable and (ii) 35,000 shares underlying restricted stock units that have vested but delivery of the shares has been deferred.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: EMPIRE PETROLEUM CORP
(c)	Address of Issuer's Principal Executive Offices: 2200 S. Utica Place, Suite 150, Tulsa, OKLAHOMA , 74114.
Item 1 Comment: This Schedule 13D (Amendment No. 2) amends and restates in its entirety the Schedule 13D that was originally filed on April 12, 2019, as amended through Amendment No. 1 filed on August 3, 2021. All pricing and share references give effect to and reflect the 1-for-4 reverse common stock split effective March 7, 2022.
Item 2.	Identity and Background
(a)	Michael R. Morrisett
(b)	2200 S. Utica Place, Suite 150, Tulsa, OK 74114
(c)	Mr. Morrisett is engaged in the oil and gas business and is a director and the President and Chief Executive Officer of the Company.
(d)	Mr. Morrisett has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e)	Mr. Morrisett has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Morrisett is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	On December 30, 2014, Empire Petroleum Holdings, LLC ("Empire Holdings") purchased 929,516 shares of Common Stock for an aggregate purchase price of $300 using personal funds contributed to Empire Holdings by Mr. Morrisett and two other individuals. Mr. Morrisett owned 45% of the equity interest and was a manager of Empire Holdings. The members of Empire Holdings voted to distribute the Common Stock to its members and dissolve Empire Holdings effective as of March 29, 2019. Mr. Morrisett received 418,282 shares of Common Stock in the distribution. On December 1, 2017, as compensation for serving as the Company's President and on the Company's Board of Directors, the Company granted Mr. Morrisett a warrant to purchase 125,000 shares of Common Stock at an exercise price of $1.00 per share, which was immediately exercisable and expires on December 31, 2021 (the "December 2017 Warrant"). On April 3, 2019, the December 2017 Warrant was amended to extend the expiration date from December 31, 2021 to April 2, 2029. On December 29, 2017, Mr. Morrisett purchased 5,000 shares at $0.64 per share using personal funds. On April 3, 2019, the Board of Directors of the Company granted to Mr. Morrisett under the Company's 2019 Stock Option Plan a non-qualified stock option to purchase 625,000 shares of Common Stock at an exercise price of $1.32 per share (the "4/3/19 Option"). The option expires on April 2, 2029 and vested in three installments as follows: 312,500 shares on April 3, 2019; 156,250 shares on April 3, 2020; and 156,250 shares on April 3, 2021. On December 31, 2020, the Board of Directors of the Company granted to Mr. Morrisett under the Company's 2019 Stock Option Plan a non-qualified stock option to purchase 500,000 shares of Common Stock at an exercise price of $1.40 per share, which was immediately exercisable and expires on April 2, 2029. To incentivize an investor to purchase an unsecured convertible note from Empire New Mexico LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Mr. Morrisett entered into an arrangement with such investor on May 14, 2021, pursuant to which such investor had the right to purchase up to 75,000 shares of Common Stock from Mr. Morrisett for $3.00 per share. On May 27, 2021, such rights were exercised in full and, in connection with the same, Mr. Morrisett partially exercised the December 2017 Warrant by purchasing 75,000 shares of Common Stock for an aggregate exercise price of $75,000 using his personal funds and then sold such 75,000 shares of Common Stock to such investor for an aggregate sales price of $225,000. To incentivize an investor to purchase an unsecured convertible note from Empire New Mexico LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Mr. Morrisett entered into an arrangement with such investor on May 14, 2021, pursuant to which such investor had the right to purchase up to an additional 85,900 shares of Common Stock from Mr. Morrisett for $3.00 per share. On September 28, 2021, such rights were exercised in full and, in connection with the same, Mr. Morrisett (a) exercised the remainder of the December 2017 Warrant by purchasing 50,000 shares of Common Stock for an aggregate exercise price of $50,000 using his personal funds and then sold such 50,000 shares of Common Stock to such investor for an aggregate sales price of $150,000 and (b) partially exercised the 4/3/19 Option by purchasing 35,900 shares of Common Stock for an aggregate exercise price of $47,388 using his personal funds and then sold such 35,900 shares of Common Stock to such investor for an aggregate sales price of $107,700. On February 28, 2022, the Board of Directors of the Company granted to Mr. Morrisett under the Company's 2021 Stock and Incentive Compensation Plan (the "2021 Plan") and in accordance with Section 2.3 Equity Awards of his Employment Agreement dated August 18, 2021 with the Company (the "Employment Agreement") restricted stock units for 10,000 shares of Common Stock, which vest 13 months after the date of grant. This award was an additional equity award granted to him during 2022 since no equity award was granted to him during 2021. The restricted stock units vested in full in March 2023. Mr. Morrisett deferred to a later date delivery of the shares to him. On February 28, 2022, the Board of Directors of the Company granted to Mr. Morrisett under the 2021 Plan a non-qualified stock option to purchase 30,000 shares of Common Stock at an exercise price of $11.80 per share. The option vested in three equal annual installments beginning on February 28, 2023. The option expired unexercised on August 31, 2025. On February 28, 2022, the Board of Directors of the Company granted to Mr. Morrisett under the 2021 Plan a non-qualified stock option to purchase 30,000 shares of Common Stock at an exercise price of $11.80 per share. The option expires on August 31, 2026 and vests in one-third increments on each of the second, third and fourth anniversary of the date of the grant. On May 25, 2022, the Board of Directors of the Company granted to Mr. Morrisett under the 2021 Plan and in accordance with Section 2.3 Equity Awards of the Employment Agreement restricted stock units for 12,500 shares of Common Stock, which vest 13 months after the date of grant. This award was for the first and second quarters of 2022. The restricted stock units vested in full in June 2023. Mr. Morrisett deferred to a later date delivery of the shares to him. On June 30, 2022, Mr. Morrisett purchased shares of Common Stock in the open market using personal funds as follows: 1,000 shares at $11.3673 per share and 500 shares at $11.7061 per share. On October 11, 2022, the Board of Directors of the Company granted to Mr. Morrisett under the Company's 2022 Stock and Incentive Compensation Plan (the "2022 Plan") and in accordance with Section 2.3 Equity Awards of the Employment Agreement restricted stock units for 6,250 shares of Common Stock, which vest 13 months after the date of grant. This award was for the third quarter of 2022. The restricted stock units vested in full in November 2023. Mr. Morrisett deferred to a later date delivery of the shares to him. On December 30, 2022, the Board of Directors of the Company granted to Mr. Morrisett under the Company's 2022 Plan and in accordance with Section 2.3 Equity Awards of the Employment Agreement restricted stock units for 6,250 shares of Common Stock, which vest 13 months after the date of grant. This award was for the fourth quarter of 2022. The restricted stock units vested in full in January 2024. Mr. Morrisett deferred to a later date delivery of the shares to him. On March 7, 2024, the Company initiated a rights offering to holders of Common Stock, as described in the Company's prospectus supplement dated March 7, 2024, as supplemented by the Company's prospectus supplement dated March 28, 2024 (the "Rights Offering"). Pursuant to the Rights Offering, each holder of Common Stock of record as of March 7, 2024 received at no charge one right for each share of Common Stock, and each right carried with it a basic subscription right, which entitled the holder to purchase 0.161 of a share of Common Stock, and an over-subscription right, which entitled holders that exercised their basic subscription rights in full to subscribe for additional shares of Common Stock that were not purchased by other stockholders pursuant to their basic subscription rights, subject to proration. The subscription rights had a subscription price of $5.00 per whole share of Common Stock. The Rights Offering expired at 5:00 p.m., Eastern Time, on April 10, 2024 and was fully subscribed. On April 22, 2024, pursuant to the exercise of subscription rights, including over-subscription rights, Mr. Morrisett purchased 73,389 shares of Common Stock for an aggregate subscription price of $366,945. Mr. Morrisett funded the subscription price using personal funds. On November 5, 2025, Mr. Morrisett sold in a private transaction (a) the remainder of his 4/3/19 Option (589,100 shares of Common Stock) and (b) 187,084 shares of Common Stock, for an aggregate sales price of $1,600,000.
Item 4.	Purpose of Transaction
	Mr. Morrisett acquired and owns the shares of Common Stock, as described herein, for investment purposes. Mr. Morrisett is a director and President and Chief Executive Officer of the Company. Mr. Morrisett expects that he will continue to receive equity awards as compensation for serving as an executive officer of the Company in accordance with Section 2.3 Equity Awards of the Employment Agreement. Mr. Morrisett may purchase additional shares, or dispose of shares, of Common Stock in various amounts and at various times depending upon Mr. Morrisett's continuing assessment of pertinent factors, including without limitation, tax and estate planning considerations, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, and the business prospects, financial condition and results of operations of the Company. Except as otherwise disclosed herein, Mr. Morrisett does not have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 to Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Mr. Morrisett is the beneficial owner of 866,087 shares of Common Stock, which includes (i) 520,000 shares issuable upon the exercise of stock options that are currently exercisable and (ii) 35,000 shares underlying restricted stock units that have vested but delivery of the shares has been deferred, or 2.49% of the total issued and outstanding shares of Common Stock. The ownership percentage included in this Amendment No. 2 for Mr. Morrisett is based on 34,266,208 outstanding shares of Common Stock, as of September 30, 2025, which figure was provided by the Company. In accordance with the rules of the SEC, the 555,000 shares that Mr. Morrisett is deemed to beneficially own by virtue of having a right to acquire upon exercise of the stock options and delivery of the shares underlying the vested restricted stock units are considered outstanding (and thus added to the above outstanding share number) solely for purposes of calculating his percentage of ownership.
(b)	The responses of Mr. Morrisett to Items 7-11 of the cover page of this Schedule 13D are incorporated herein by reference.
(c)	The responses to Item 3 of this Schedule 13D are incorporated herein by reference.
(d)	Not applicable.
(e)	Mr. Morrisett ceased to be a beneficial owner of more than 5% of shares of Common Stock on November 5, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Michael R. Morrisett

Signature:	/s/ Michael R. Morrisett
Name/Title:	Michael R. Morrisett
Date:	11/07/2025

FAQ

What stake does Empire Petroleum (EP) CEO Michael R. Morrisett report now?

He reports beneficial ownership of 866,087 shares, representing 2.49% of the class.

What outstanding share count was used to calculate the 2.49% for EP?

The percentage is based on 34,266,208 shares outstanding as of September 30, 2025.

What transaction did the EP CEO report on November 5, 2025?

He sold the remainder of his 4/3/19 option (589,100 shares) and 187,084 shares for an aggregate $1,600,000 in a private transaction.

When did Michael R. Morrisett cease to be a more‑than‑5% holder of EP?

He ceased to be a more‑than‑5% beneficial owner on November 5, 2025.

What equity awards are included in the CEO’s reported beneficial ownership for EP?

It includes 520,000 shares issuable upon currently exercisable options and 35,000 shares underlying vested RSUs with deferred delivery.

What is Michael R. Morrisett’s role at Empire Petroleum (EP)?

He is a director and the company’s President and Chief Executive Officer.