Sec Form 5 Filing - Mulacek Phil E @ EMPIRE PETROLEUM CORP - 2025-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Mulacek Phil E
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)
(Last) (First) (Middle)
25025 I 45 NORTH, SUITE 420
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2025
(Street)
THE WOODLANDS, TX77380
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/19/2025 M 135,135 ( 1 ) A 6,308,069 D
Common Stock 09/19/2025 M 35,402 ( 1 ) A 852,664 I By Petroleum Independent & Exploration LLC
Common Stock 09/19/2025 M 14,326 ( 1 ) A 540,626 I By Big Red Revocable Trust
Common Stock 09/19/2025 M 48,166 ( 1 ) A 533,368 I By Five Sterling LP
Common Stock 09/19/2025 M 570 ( 1 ) A 43,403 I By spouse
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Subscription Rights (right to buy) $ 0.0737 ( 2 ) 09/19/2025 M 5,309,896 ( 3 ) 07/10/2025 08/20/2025 Common Stock ( 3 ) $ 0 0 D
Subscription Rights (right to buy) $ 0.0737 ( 2 ) 09/19/2025 M 817,262 ( 3 ) 07/10/2025 08/20/2025 Common Stock ( 3 ) $ 0 0 I By Petroleum Independent & Exploration LLC
Subscription Rights (right to buy) $ 0.0737 ( 2 ) 09/19/2025 M 526,300 ( 3 ) 07/10/2025 08/20/2025 Common Stock ( 3 ) $ 0 0 I By Big Red Revocable Trust
Subscription Rights (right to buy) $ 0.0737 ( 2 ) 09/19/2025 M 485,202 ( 3 ) 07/10/2025 08/20/2025 Common Stock ( 3 ) $ 0 0 I By Five Sterling LP
Subscription Rights (right to buy) $ 0.0737 ( 2 ) 09/19/2025 M 42,833 ( 3 ) 07/10/2025 08/20/2025 Common Stock ( 3 ) $ 0 0 I By spouse
Common Stock Warrant (right to buy) $ 5.46 ( 2 ) 09/19/2025 M 132,162 ( 3 ) 08/20/2025 11/18/2025 Common Stock ( 3 ) ( 2 ) 132,162 D
Common Stock Warrant (right to buy) $ 5.46 ( 2 ) 09/19/2025 M 34,623 ( 3 ) 08/20/2025 11/18/2025 Common Stock ( 3 ) ( 2 ) 34,623 I By Petroleum Independent & Exploration LLC
Common Stock Warrant (right to buy) $ 5.46 ( 2 ) 09/19/2025 M 14,010 ( 3 ) 08/20/2025 11/18/2025 Common Stock ( 3 ) ( 2 ) 14,010 I By Big Red Revocable Trust
Common Stock Warrant (right to buy) $ 5.46 ( 2 ) 09/19/2025 M 47,106 ( 3 ) 08/20/2025 11/18/2025 Common Stock ( 3 ) ( 2 ) 47,106 I By Five Sterling LP
Common Stock Warrant (right to buy) $ 5.46 ( 2 ) 09/19/2025 M 557 ( 3 ) 08/20/2025 11/18/2025 Common Stock ( 3 ) ( 2 ) 557 I By spouse
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mulacek Phil E
25025 I 45 NORTH
SUITE 420
THE WOODLANDS, TX77380
X X
Signatures
/s/ Phil E. Mulacek 04/28/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the Issuer's common stock purchased by the reporting person following the exercise of subscription rights, including over-subscription rights, pursuant to the Issuer's rights offering to holders of common stock, as described in the Issuer's prospectus supplement dated July 10, 2025, as supplemented by the Issuer's prospectus supplements dated July 24, 2025, July 25, 2025 and August 19, 2025 (the "Rights Offering").
( 2 )Represents the exercise price of $0.07367 per unit in the Rights Offering. A stockholder needed to hold at least 72 shares of common stock to receive subscription rights to purchase at least one whole share of common stock at $5.30 per share, as well as at least 74 shares of common stock to receive warrants to purchase one whole share of common stock at $5.46 per share.
( 3 )Each holder of common stock of record as of July 10, 2025 received one right for each share of common stock, and each right carried with it a basic subscription right, which entitled the holder to purchase one unit, with each unit consisting of 0.0139 of a share of common stock and one warrant exercisable for 0.0136 of a share of common stock at $5.46 per whole share, and an over-subscription right, which entitled holders that exercised their basic subscription rights in full to subscribe for additional units that were not purchased by other stockholders pursuant to their basic subscription rights, subject to proration. Includes shares and warrants purchased pursuant to the exercise of over-subscription rights in connection with the Rights Offering.

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