Mulacek Phil E increased direct ownership by 2% to 6,308,069 units (SEC Form 5)
$EP
Oil & Gas Production
Energy
| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
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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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | ||||||||||||||||
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
EMPIRE PETROLEUM CORP [ EP ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2025 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 09/19/2025 | M4 | 135,135(1) | A | (2) | 6,308,069 | D | ||||||||
| Common Stock | 09/19/2025 | M4 | 35,402(1) | A | (2) | 852,664 | I | By Petroleum Independent & Exploration LLC | |||||||
| Common Stock | 09/19/2025 | M4 | 14,326(1) | A | (2) | 540,626 | I | By Big Red Revocable Trust | |||||||
| Common Stock | 09/19/2025 | M4 | 48,166(1) | A | (2) | 533,368 | I | By Five Sterling LP | |||||||
| Common Stock | 09/19/2025 | M4 | 570(1) | A | (2) | 43,403 | I | By spouse | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Subscription Rights (right to buy) | $0.0737(2) | 09/19/2025 | 4M | 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 | 4M | 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 | 4M | 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 | 4M | 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 | 4M | 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 | 4M | 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 | 4M | 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 | 4M | 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 | 4M | 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 | 4M | 557(3) | 08/20/2025 | 11/18/2025 | Common Stock | (3) | (2) | 557 | I | By spouse | ||
| 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. |
| /s/ Phil E. Mulacek | 04/28/2026 | |
| ** 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. | ||
| * Form 5: SEC 2770T (03-26) | ||