[Form 4] Houston American Energy Corp Insider Trading Activity

Rhea-AI Filing Summary

Houston American Energy Corp. (HUSA) – Form 4 insider filing

CEO, President and Director Peter F. Longo reported a board-approved award of 40,000 shares of common stock dated 30 June 2025. The transaction is coded as an acquisition ("A") at a stated price of $0.00 per share. A footnote clarifies that the shares have not yet been issued and will only be distributed once shareholders approve a future equity-incentive plan; Mr. Longo therefore disclaims current beneficial ownership of the grant. Should issuance occur, his direct holdings would rise to 51,917.48 shares.

No derivative securities were reported, and the form was filed solely by the reporting person on 1 July 2025. The filing signals prospective equity compensation rather than an open-market transaction, so there is no immediate impact on share count, cash flow or ownership percentages.

• Reporting person: Peter F. Longo
• Role: CEO, President, Director
• Shares granted: 40,000 common shares (contingent)
• Price: $0.00 per share
• Condition: Subject to shareholder approval of a future equity-incentive plan

Positive

• Alignment of interests: Board-approved equity grant is designed to incentivize the CEO, potentially aligning management and shareholder goals once approved.
• Shareholder oversight: Shares will not be issued without shareholder approval, adding a governance safeguard to the compensation process.

Negative

• Potential dilution: Up to 40,000 new shares could be added to the float if the incentive plan is approved, modestly diluting existing holders.
• Zero-cost issuance: Shares are to be granted at $0.00, representing a transfer of value to the insider without capital inflow to the company.

Insights

Securities Analyst

TL;DR Contingent 40k-share grant to HUSA CEO; no cash paid, no immediate dilution—neutral short-term but highlights upcoming incentive plan vote.

The filing documents a potential equity award rather than a completed issuance. Because the shares are contingent on shareholder approval, current outstanding share count and insider ownership remain unchanged. The $0.00 price reflects typical equity-incentive accounting, not a below-market purchase. Investors should monitor the forthcoming proxy or annual meeting where the proposed incentive plan will be presented; that event, not this Form 4, is when dilution and compensation structure will be finalized. Absent that approval, the grant has no economic effect.

Corporate Governance Expert

TL;DR Board-approved grant aligns CEO incentives but requires shareholder sign-off, offering governance check and transparency—impact considered neutral.

Issuing equity at $0.00 is standard for compensation grants; the critical safeguard is the explicit need for shareholder approval, which strengthens governance. Filing the Form 4 pre-issuance provides transparency about potential dilution and executive pay. From a governance lens, the contingent structure balances motivational equity with owner oversight. The modest size—40,000 shares—appears routine for micro-cap incentive plans, though investors should still review forthcoming proxy materials for dilution projections and performance conditions, if any.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LONGO PETER F.

(Last) (First) (Middle)

C/O HOUSTON AMERICAN ENERGY CORP.

801 TRAVIS STREET, SUITE 1425

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HOUSTON AMERICAN ENERGY CORP [ HUSA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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
Common stock	06/30/2025		A		40,000(1)	A	$0(1)	51,917.48(1)	D

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

Explanation of Responses:

1. The Board approved the issuance of these shares pending approval of a future equity incentive plan. The shares have not been issued and will not be issued until shareholders approve a future equity incentive plan. Mr. Longo disclaims beneficial ownership of these shares.

	Peter F. Longo	07/01/2025
	** 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.

FAQ

Why did HUSA file a Form 4 on 1 July 2025?

The filing discloses a board-approved, contingent award of 40,000 common shares to CEO Peter F. Longo dated 30 June 2025.

Are the 40,000 shares awarded to the CEO immediately issued?

No. The shares will only be issued if shareholders approve a future equity-incentive plan; until then, they remain unissued.

What price did the CEO pay for the shares?

The transaction lists a price of $0.00 per share, typical for compensation grants rather than market purchases.

How many shares will the CEO own if the grant is approved?

His direct holdings would increase to approximately 51,917.48 shares once the 40,000-share award vests and is issued.

Does this Form 4 affect HUSA's current share count?

No immediate effect—share count changes only if shareholders approve and the company issues the contingent shares.