Form 8-K

8-K — EMPIRE PETROLEUM CORP

Accession: 0001072613-26-000688

Filed: 2026-08-17

Period: 2026-08-17

CIK: 0000887396

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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EX-99 — PRESS RELEASE DATED AUGUST 17, 2026 (exh_99.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

_________________

FORM

8-K

_________________

Current

Report

Pursuant

To Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date

of Report (date of earliest event reported):

AUGUST

17, 2026

_______________________________

EMPIRE

PETROLEUM CORPORATION

(Exact

name of registrant as specified in its charter)

_______________________________

Delaware

001-16653

73-1238709

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

2200

S. Utica Place, Suite

150, Tulsa,

Oklahoma

74114

(Address

of Principal Executive Offices)       (Zip Code)

Registrant’s

telephone number, including area code:   (539) 444-8002

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material

pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock $0.001 par value

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results

of Operations and Financial Condition.

August 17, 2026, Empire Petroleum Corporation (the “Company”) issued a press release announcing its financial and operating

results for the second quarter 2026. A copy of the press release is furnished herewith as Exhibit 99.

This

information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for the purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the

Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item

9.01. Financial

Statements and Exhibits.

(d) Exhibits.

The

following exhibits are filed or furnished herewith.

Exhibit

Number

Description

Press

Release of Empire Petroleum Corporation dated August 17, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

EMPIRE

PETROLEUM CORPORATION

Date:    August

17, 2026

By:

/s/ Michael

R. Morrisett

Michael

R. Morrisett

President

and Chief Executive Officer

EX-99 — PRESS RELEASE DATED AUGUST 17, 2026

EX-99

Filename: exh_99.htm · Sequence: 2

EXHIBIT 99

EMPIRE

PETROLEUM REPORTS FINANCIAL RESULTS FOR SECOND QUARTER 2026 AND PROVIDES OPERATIONAL UPDATE

TULSA,

OK – (AUGUST 17, 2026) – Empire Petroleum Corporation (NYSE American: EP) ("Empire" or the "Company"),

an oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, today announced financial

results for second quarter 2026 and an update on current operations.

SECOND

QUARTER 2026 HIGHLIGHTS

Reported

Q2-2026 net production volumes of 1,825 barrels of oil equivalent per day (“Boe/d”)

including 1,278 barrels of oil per day (“Bbl/d”);

■ Boe/d

is comprised of 70% oil, 18% natural gas liquids (“NGLs”), and 12% natural gas;

o In

Q2-2026, Empire’s Texas development and drilling activity expanded with the arrival

of the first drilling rig on location in June, marking a significant operational milestone

as the Company continued to advance reactivation, recompletion, well-deepening, and drilling

initiatives across the assets;

■ Empire

strategically invested in field infrastructure and gas compression over the past two quarters

to eliminate the risk of stranded gas and allow for the immediate realization of gas sales;

■ During

the quarter, the infrastructure’s compression capacity increased to approximately 700%

of its initial level, raising system throughput to approximately 9.5 million cubic feet per

day (“MMcfd”), and supporting higher sustained gas production volumes as additional

wells are brought online;

■ Five

wells were placed online through reactivations, recompletions, and well-deepening activities,

while four additional wells advanced toward first production, increasing active contributions

across multiple intervals;

■ The

Company’s deep-target evaluation advanced successfully, and subsequent to quarter-end,

Empire re-entered, underreamed, logged, and cored the Wakefield-Harrison GU B #1 well to

21,006 feet measured depth, confirming hydrocarbon C1 and C4-plus from approximately 10,000

ft to 21,006 ft;

■ Based

on publicly disclosed operating data, Empire is the first microcap energy company to successfully

log open-hole intervals across the Travis Peak, Cotton Valley Sand, Bossier, and Haynesville

formations to a depth of 21,006 ft, supporting the Company’s phased development strategy

leveraging over 100 existing wellbores and infrastructure throughout the Fort Trinidad field;

o During

Q2-2026, Empire progressed its second-generation thermal recovery operations in the Starbuck

Drilling Program (“Starbuck”) in North Dakota with completion of a major retrofit

milestone, which is designed to improve heat delivery and strengthen oil performance within

the Upper Charles interval;

■ The

Company targeted well workover and downhole enhancement efforts, positioning an additional

well for upcoming reactivation and supporting incremental oil volumes;

■ Empire

progressed upgrades to surface production facilities during the quarter, enhancing crude

oil separation and storage capabilities while creating opportunities for meaningful reductions

in operating and maintenance costs as field production increases;

o In

Q2-2026, Empire advanced its participation in a Louisiana oil and natural gas development

program through amended terms to reflect Empire’s full involvement across the three-well

program for a 25% working interest with various related parties;

■ Participation

was funded by issuance of approximately 1.8 million shares of Empire common stock at a price

of $3.00 per share issued in the second quarter of 2026;

■

During

the quarter, development continued through drilling, logging, and evaluation activities across

the three wells, confirming substantial sand development and strengthening confidence in

the broader resource potential, as subsurface results demonstrated increases in net pay thickness

and validated reservoir continuity, reducing development risk and supporting planning for

additional wells;

■

Wells

were drilled and uncompleted (“DUC’s”), with completion operations targeted

for Q4-2026, while further operational activities have advanced the program, including one

well already deepened to evaluate additional reserve potential and preparations underway

to generate cash flow later this year;

o In

May 2026, Empire entered into a sales agreement with Roth Capital Partners, under which the

Company may sell from time to time shares of Empire’s common stock having an aggregate

gross sales price of up to $7.5 million in an at-the-market offering at prices and terms

to be determined at the time of the sale;

■ At

this time, no shares have been issued;

o Reported

Q2-2026 total product revenue of $11.1 million, a net loss of $1.9 million, or ($0.05) per

diluted share;

■ Adjusted

EBITDA of $0.4 million for Q2-2026, compared to ($1.2) million in Q2-2025;

■ Results

for the quarter were primarily influenced by higher realized pricing offset by lower production

year over year, reduced operating costs, and lower DD&A expense due to the impact of

impairments in Q4-2025.

2026

OUTLOOK

“Energy

markets remain defined by persistent demand for reliable natural gas supply and by the growing importance of assets capable of delivering

scalable, repeatable development,” said Phil Mulacek, Chairman of the Board of Empire. “In Texas, our team pushed the technical

and mechanical achievements to a new record of 21,006 feet with modern well logs and sidewall cores. We are now holding a solid record

as a microcap energy company with drilling, motors, hole-openers, logs, and sidewall cores in temperatures of 434 degrees Fahrenheit.

With the pre-investment in gas compression capacity to support higher sustained production volumes, we can begin the completion of the

new deeper wells. We remain focused on disciplined execution and on positioning each asset to benefit from stronger market prices and

forward development conditions. I am confident that the long-term need for dependable domestic energy will continue to support value

creation for Empire and our shareholders.”

Mike

Morrisett, President & CEO, added, “Empire’s focus in the second quarter was about converting ongoing project work into

measurable operational progress and turning the corner financially. In Texas, additional wells were brought online and system upgrades

continued to improve deliverability, supporting steady increases in oil and gas volumes as the program grows. In North Dakota, we advanced

a key retrofit under our second-generation thermal recovery program and continued targeted well work that positions the field for additional

oil production as thermal operations progress. Our recent acquisitions provide us with the ability to access acreage that was previously

off-limits, creating new opportunities for development. In Louisiana, drilling and logging across the three-well program confirmed substantial

sand development and reinforced the scale of the resource, giving us a clearer view of the field’s potential as we prepare for

completions and revenue later this year. Each asset is moving forward in sequence, and the recent work our team has completed strengthens

our operating foundation as we prepare for the next phases of development.”

Texas

– East Texas Basin & Louisiana

o Empire

expects its Texas development to continue building momentum through the second half of 2026,

with the initiation of drilling providing a foundation for additional development locations

and expanded activity across multiple intervals;

■ The

Company plans for additional wells to come online as reactivations, recompletions, and new

drilling progress, supporting continued increases in gas volumes as infrastructure improvements

take full effect;

■ Empire’s

deep-target evaluation continues to progress, with recent successful operational achievements

opening nine potential reservoirs across the Company’s acreage position;

■ The

Company anticipates extending subsurface control across the Intermediate Productive Zones

(“IPZ”), including the Lower Glen Rose, Rodessa, James Lime, Pettet, and Upper

Travis Peak, while also extending subsurface control in the Deep Productive Zones (“DPZ”),

which includes the Lower Travis Peak, Cotton Valley Sand, Bossier, and Haynesville intervals,

and approximately 11,000 ft below the Fort Trinidad field’s historical development

depth to 21,006 ft, supporting future development planning across its Texas assets;

■ Based

on the success of the initial deepening, Empire intends to advance its IPZ and DPZ development

strategy over the coming quarters, with the first two phases designed to leverage more than

100 existing Fort Trinidad wellbores and associated infrastructure, supporting a capital-efficient

path to production growth and profitability;

■ The

rig is currently mobilizing to the second location for deepening operations targeting the

Lower Glen Rose, Rodessa, James Lime, Pettet, and Upper Travis Peak zones within the IPZ;

o For

the remainder of 2026, Empire expects to generate revenue from its Louisiana program;

North

Dakota – Williston Basin

o Empire

expects to initiate steam injection from the newly retrofitted thermal unit in Q3-2026, with

performance monitoring planned throughout the remainder of the year to evaluate uplift potential

and inform future expansion across the field;

■ Additional

well reactivations and completion enhancements are scheduled for the second half of 2026,

supporting continued growth in crude oil output as thermal response develops and field reliability

improves;

■ The

Company continues upgrades to surface facilities and production handling systems and expects

them to improve separation, storage, and overall run-time stability as throughput increases;

■ Empire

will maintain its focus on improving longer-term thermal recovery initiatives in coordination

with research and regulatory partners, integrating new data from the retrofit and field operations

to refine development planning across the Williston Basin;

o Between

January and July 2026, Empire acquired three federal oil and gas lease parcels through Bureau

of Land Management Montana-Dakotas State Office, expanding the Company’s position within

and adjacent to its Starbuck Unit and supporting its long-term development strategy in North

Dakota;

■ The

acquisitions added approximately 1,200 gross acres, increasing Empire’s exposure to

underdeveloped acreage with future development potential;

■ The

additional leased acreage unlocks previously inaccessible acreage, enhances future drilling

and development opportunities, and provides greater operational flexibility across the Company’s

Williston Basin asset base;

New

Mexico – Permian Basin

o Empire

continues to work with the State of New Mexico and the New Mexico Conservation Commission

regarding the Company’s rights to the Residual Oil Zone in the Eunice Monument South

Unit’s Unitized Interval;

o The

Company expects final resolution of this matter to result in a meaningful reduction in operating

expenses and contribute to improved financial performance in New Mexico going forward.

SECOND

QUARTER 2026 FINANCIAL AND OPERATIONAL RESULTS

Q2-26

Q1-26

Change

Q2-26 vs. Q1-26

Q2-25

Change

Q2-26 vs. Q2-25

Net equivalent sales (Boe/d)

1,825

1,880

-3%

2,357

-23%

Net oil sales (Bbls/d)

1,278

1,248

1,493

-14%

Realized price ($/Boe)2

$41.33

$45.41

-9%

$40.78

Product Revenue ($M)

$11,107

$7,684

45%

$8,747

27%

Net Loss ($M)

($1,858)

($6,642)

72%

($5,056)

63%

Adjusted Net Loss ($M)1

($2,375)

($3,470)

32%

($5,231)

55%

Adjusted EBITDA ($M)1

$365

($730)

150%

($1,181)

131%

____________________

[1]

Adjusted net loss and adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Information” section later in this release

for more information, including reconciliations to the most comparable GAAP measure.

[2]

Q2-2026 Realized pricing includes the effect of net settlements on derivatives.

Net

sales volumes for Q2-2026 were 1,825 Boe/d, including 1,278 barrels of oil per day; 320 barrels of NGLs per day, and 1,363 thousand cubic

feet per day (“Mcf/d”) or 227 Boe/d of natural gas. Oil sales volumes for Q2-2026 decreased slightly compared to Q2-2025

primarily due to natural decline and certain wells within North Dakota that were down for Empire’s steam unit performance enhancement

projects which began in Q2-2026.

Empire

reported Q2-2026 total product revenue of $11.1 million versus $8.7 million in Q2-2025. The increase is primarily due to higher realized

oil pricing from general market pricing trends partially offset by lower production volumes period over period.

Realized

oil prices for the three months ended June 30, 2026, were $58.26 per barrel, while realized prices for the same period in the

prior year were $58.92 per barrel, a decrease of approximately 1% including the impact of the Company’s hedging contracts.

The average oil price per barrel excluding the effect of net settlements received (paid) for the three months ended June 30, 2026,

was $94.72. There were no impacts to prior period pricing due to no open hedging contracts during the period

Lease

operating expenses in Q2-2026 decreased to $5.0 million versus $6.4 million for Q2-2025, primarily due to lower production and efforts

by the Company to reduce overall operating costs. The decrease was partially offset by an increase in workover expense period over period

primarily in New Mexico. Workover expenses were approximately $0.7 million in Q2-2026 compared to $0.5 million for Q2-2025.

Production

and ad valorem taxes for Q2-2026 were $0.9 million versus $0.8 million in Q2-2025, as a result of higher product revenues.

Depreciation,

Depletion, and Amortization (“DD&A”) and Accretion for Q2-2026 was $2.0 million versus $3.1 million for Q2-2025. The

decrease in DD&A is primarily due to the impact of impairments in Q4-2025 and lower production volumes period over period, partially

offset by the additional interests acquired in New Mexico in Q1-2026. Accretion increased slightly due to the additional interest acquired

in New Mexico.

General

and administrative expenses, excluding share-based compensation expense, were $2.88 million, or $17.32 per Boe in Q2-2026 versus $2.91

million, or $13.55 per Boe in Q2-2025. The slight decrease in expenses was primarily due to a decrease in employee costs due to lower

headcount in 2026 partially offset by additional professional fees and rent expense.

Total

interest expense for Q2-2026 compared to Q2-2025 resulted in a slight increase due to a higher average outstanding balance and interest

rate under the Company’s credit facility and additional notes related to equipment and vehicle.

Empire

recorded a net loss of $1.9 million in Q2-2026, or ($0.05) per diluted share, versus a Q2-2025 net loss of $5.1 million, or ($0.15) per

diluted share.

Adjusted

EBITDA was $0.4 million for Q2-2026 compared to Adjusted EBITDA of ($1.2) million in Q2-2025.

CAPITAL

SPENDING, BALANCE SHEET & LIQUIDITY

For

the six months ended June 30, 2026, Empire incurred approximately $4.0 million of total additions to oil and natural gas properties,

which is primarily from the Company’s gas development program in Texas. Empire successfully completed a Rights Offering in March

2026, which raised approximately $10.0 million of gross proceeds, before transaction costs.

of June 30, 2026, Empire had approximately $3.1 million in cash on hand, and approximately $2.0 million available on its credit facility.

UPDATED

PRESENTATION

updated Company earnings presentation, along with a technical presentation regarding the Texas operational developments, will be posted

in the Investor Relations section of the Company’s website at www.empirepetroleumcorp.com.

ABOUT

EMPIRE PETROLEUM

Empire

Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in New Mexico, North Dakota,

Montana, Texas, and Louisiana. Management is focused on organic growth and targeted acquisitions of proved developed assets with synergies

with its existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.

CAUTIONARY

NOTE REGARDING WELL DATA

Log

data, sidewall core recovery and hydrocarbon shows indicate the presence of hydrocarbons and provide information on reservoir quality.

They are not a measurement of producible reserves and are not indicative of commercial flow rates. The Wakefield-Harrison GU B #1 has

not been completed or production tested, and no flow rate, reserve or resource estimate is being reported for this well. Results reported

by other operators are from wells in different locations, in different reservoir intervals, with different completion designs, and are

not a prediction of results Empire may achieve.

SAFE

HARBOR STATEMENT

This

release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities

Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations,

statements with respect to the Company’s estimates, strategy, and prospects. Such statements are subject to certain risks and uncertainties

which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31,

2025, and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially

from those described in the forward-looking statements due to a number of factors, including, but not limited to, the factors discussed

above, future commodity prices, the Company’s ability to acquire productive oil and/or gas properties or to successfully drill

and complete oil and/or gas wells on such properties, general economic conditions both domestically and abroad, including inflation,

tariffs and interest rates, uncertainties associated with legal and regulatory matters, and other risks and uncertainties related to

the conduct of business by the Company. Other than as required by applicable securities laws, the Company does not assume a duty to update

these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations,

or otherwise.

CONTACTS

Empire

Petroleum Corporation

Mike

Morrisett

President

& CEO

539-444-8002

Info@empirepetrocorp.com

Kali

Carter

Communications

& Investor Relations Manager

918-995-5046

IR@empirepetrocorp.com

EMPIRE

PETROLEUM CORPORATION

Condensed

Consolidated Statements of Operations

(in

thousands, except share data)

(Unaudited)

For

the Three Months Ended

Six

Months Ended

June 30,

March

31,

June 30,

June

30,

2026

2025

2026

2025

Revenue:

Oil

Sales

$ 11,017

$ 7,302

$ 8,005

$ 18,319

$ 16,054

Gas Sales

(524 )

185

221

(339 )

769

Natural

Gas Liquids Sales

614

197

521

811

916

Total Product

Revenues

11,107

7,684

8,747

18,791

17,739

Other

Loss

on Derivatives

(1,612 )

(2,591 )

—

(4,203 )

—

Total Revenue

9,505

5,103

8,754

14,608

17,756

Costs and

Expenses:

Lease Operating

Expense

5,037

5,160

6,387

10,197

12,153

Production

and Ad Valorem Taxes

938

507

768

1,445

1,480

Depreciation,

Depletion & Amortization

1,444

1,417

2,576

2,861

4,802

Accretion

of Asset Retirement Obligation

542

535

534

1,077

1,060

General

and Administrative:

General

and Administrative

2,878

2,876

2,906

5,754

6,103

Stock-Based

Compensation

208

189

486

397

1,017

Total

General and Administrative

3,086

3,065

3,392

6,151

7,120

Total

Cost and Expenses

11,047

10,684

13,657

21,731

26,615

Operating

Loss

(1,542 )

(5,581 )

(4,903 )

(7,123 )

(8,859 )

Other Income

and (Expense):

Interest

Expense

(329 )

(480 )

(334 )

(809 )

(630 )

Loss on

Extinguishment of Debt

—

(659 )

—

(659 )

—

Other Income

(Expense)

181

212

Loss Before

Taxes

(1,858 )

(6,642 )

(5,056 )

(8,500 )

(9,277 )

Income

Tax Benefit (Provision)

—

Net

Loss

$ (1,858 )

$ (6,642 )

$ (5,056 )

$ (8,500 )

$ (9,277 )

Net Loss per Common Share:

Basic

$ (0.05 )

$ (0.18 )

$ (0.15 )

$ (0.22 )

$ (0.27 )

Diluted

$ (0.05 )

$ (0.18 )

$ (0.15 )

$ (0.22 )

$ (0.27 )

Weighted-Average Number of

Common Shares Outstanding:

Basic

41,274,853

36,003,701

33,853,310

38,653,838

33,837,377

Diluted

41,274,853

36,003,701

33,853,310

38,653,838

33,837,377

EMPIRE

PETROLEUM CORPORATION

Condensed

Operating Data

(Unaudited)

For

the Three Months Ended

Six

Months Ended

June 30,

March

31,

June 30,

June

30,

2026

2025

2026

2025

Net Sales

Volumes:

Oil

(Bbl)

116,316

112,317

135,854

228,633

255,489

Natural

gas (Mcf)

124,061

235,517

237,133

359,578

437,001

Natural

gas liquids (Bbl)

29,126

17,628

39,091

46,753

70,544

Total (Boe)

166,118

169,197

214,467

335,315

398,867

Average

daily equivalent sales (Boe/d)

1,825

1,880

2,357

1,853

2,204

Average Price per Unit:

Oil ($/Bbl)

(1)

$ 58.26

$ 65.01

$ 58.92

$ 61.57

$ 62.84

Natural

gas ($/Mcf)

$ (4.22 )

$ 0.79

$ 0.93

$ (0.94 )

$ 1.76

Natural

gas liquids ($/Bbl)

$ 21.08

$ 11.18

$ 13.33

$ 17.35

$ 12.98

Total ($/Boe)

(2)

$ 41.33

$ 45.41

$ 40.78

$ 43.39

$ 44.47

Operating

Costs and Expenses per Boe:

Lease operating

expense

$ 30.32

$ 30.51

$ 29.78

$ 30.42

$ 30.47

Production

and ad valorem taxes

$ 5.65

$ 3.00

$ 3.58

$ 4.31

$ 3.71

Depreciation,

depletion, amortization and accretion

$ 11.96

$ 11.54

$ 14.50

$ 11.74

$ 14.70

General

and administrative expense (excluding stock-based compensation)

$ 17.32

$ 17.00

$ 13.55

$ 17.16

$ 15.30

Stock-based

compensation

$ 1.26

$ 1.12

$ 2.27

$ 1.18

$ 2.55

Total general

and administrative expense

$ 18.58

$ 18.12

$ 15.82

$ 18.34

$ 17.85

__________________________________________________

[1]

Average Oil Price per Unit excluding the effect of net settlements received (paid) for the three and six months ended June 30, 2026,

were $94.72 and $80.12, respectively. There are no impacts for the three and six months ended June 30, 2025, as there were no open commodity

derivatives during the respective periods.

[2]

Average Total Price per Unit excluding the effect of net settlements received (paid) for the three and six months ended June 30, 2026,

were $66.86 and $56.04, respectively. There are no impacts for the three and six months ended June 30, 2025, as there were no open commodity

derivatives during the respective periods.

EMPIRE

PETROLEUM CORPORATION

Condensed

Consolidated Statements of Cash Flows

(in

thousands)

(Unaudited)

For

the Three Months Ended

Six

Months Ended

June 30,

March

31,

June 30,

June

30,

2026

2025

2026

2025

Cash Flows

From Operating Activities:

Net

Loss

$ (1,858 )

$ (6,642 )

$ (5,056 )

$ (8,500 )

$ (9,277 )

Adjustments to Reconcile Net

Loss to Net Cash

Used In

Operating Activities:

Stock-Based

Compensation

208

189

486

397

1,017

Amortization

of Right-of-Use Assets

217

119

120

336

241

Depreciation,

Depletion & Amortization

1,444

1,417

2,576

2,861

4,802

Accretion

of Asset Retirement Obligations

542

535

534

1,077

1,060

Loss on

Commodity Derivatives

1,612

2,591

—

4,203

—

Net Settlements

on Commodity Derivative Instruments

(4,241 )

—

(4,241 )

—

Gain on

Financial Derivative

—

(78 )

—

(78 )

—

Amortization

of Debt Discount on Convertible Notes

—

115

—

115

—

Loss on

Extinguishment of Debt

—

659

—

659

—

Gain on

Sale of Oil and Natural Gas Properties

—

(175 )

—

(175 )

Gain on

Write Off or Sale of Other Fixed Assets

(12 )

—

(12 )

(32 )

Change

in Operating Assets and Liabilities:

Accounts

Receivable

(678 )

(815 )

(2,291 )

(1,493 )

(2,012 )

Inventory,

Oil in Tanks

(192 )

200

(125 )

Prepaids,

Current

321

331

371

425

Accounts

Payable

(3,194 )

1,209

(355 )

(1,985 )

1,321

Accounts

Payable - Related Party

2,124

—

2,124

—

Accrued

Expenses

699

455

762

1,054

Other

Long-Term Assets and Liabilities

(4 )

(190 )

(194 )

Net

Cash Used In Operating Activities

(2,753 )

(970 )

(3,138 )

(3,723 )

(1,525 )

Cash Flows

From Investing Activities:

Disposal

of Oil and Natural Gas Properties

—

175

—

175

Capital

Expenditures - Oil and Natural Gas Properties

(2,386 )

(1,170 )

(491 )

(3,556 )

(3,171 )

Disposal

of Other Fixed Assets

—

Purchase

of Other Fixed Assets

(95 )

(13 )

(23 )

(108 )

(41 )

Cash

Paid for Right-of-Use Assets

(208 )

(109 )

(111 )

(317 )

(224 )

Net

Cash Used In Investing Activities

(2,689 )

(1,292 )

(450 )

(3,981 )

(3,212 )

Cash Flows

From Financing Activities:

Borrowings

on Credit Facility

—

3,000

—

3,000

Payments

on Credit Facility

—

(1,000 )

—

(1,000 )

—

Proceeds

from Promissory Notes - Related Party

—

3,000

2,000

3,000

2,000

Payments

on Promissory Note - Related Party

—

(2,000 )

—

(2,000 )

—

Principal

Payments of Debt

(219 )

(90 )

(200 )

(309 )

(221 )

Proceeds

from Rights Offering, net of transaction costs

—

9,948

—

9,948

—

Net

Cash (Used in) Provided By Financing Activities

(219 )

9,858

4,800

9,639

4,779

Net Change

in Cash

(5,661 )

7,596

1,212

1,935

Cash

- Beginning of Period

8,785

1,189

1,081

1,189

2,251

Cash

- End of Period

$ 3,124

$ 8,785

$ 2,293

$ 3,124

$ 2,293

EMPIRE

PETROLEUM CORPORATION

Condensed

Consolidated Balance Sheets

(in

thousands, except share data)

(Unaudited)

June 30,

December 31,

2026

2025

ASSETS

Cash

$ 3,124

$ 1,189

Accounts

Receivable

6,652

5,122

Commodity

Derivative Instruments

—

Inventory

1,387

1,262

Prepaids

788

607

Total Current

Assets

11,989

8,180

Property

and Equipment:

Oil and

Natural Gas Properties, Successful Efforts

162,273

148,238

Less:

Accumulated Depletion, Amortization and Impairment

(96,190 )

(93,425 )

Total Oil

and Gas Properties, Net

66,083

54,813

Other

Property and Equipment, Net

1,993

1,486

Total

Property and Equipment, Net

68,076

56,299

Other

Noncurrent Assets

1,010

1,394

Total

Assets

$ 81,075

$ 65,873

LIABILITIES

AND STOCKHOLDERS’ EQUITY

Current

Liabilities:

Accounts

Payable

$ 9,688

$ 10,799

Accounts

Payable - Related Party

3,078

—

Accrued

Expenses

13,378

12,616

Current

Portion of Lease Liability

562

286

Current

Portion of Long-Term Debt

1,632

641

Total Current

Liabilities

28,338

24,342

Long-Term

Debt

13,505

14,415

Long-Term

Note Payable - Related Party, net

—

1,023

Long-Term

Lease Liability

339

Financial

Derivative Instrument

—

281

Asset

Retirement Obligations

31,577

30,406

Total Liabilities

73,759

70,479

Stockholders’

Equity:

Series

A Preferred Stock - $0.001 Par Value, 10,000,000 Shares Authorized, 6 and 6 Shares Issued and Outstanding, Respectively

—

Common

Stock - $0.001 Par Value 190,000,000 Shares Authorized, 41,556,741 and 34,855,815 Shares Issued and Outstanding, Respectively

101

Additional

Paid-in-Capital

168,606

148,191

Accumulated

Deficit

(161,391 )

(152,891 )

Total

Stockholders’ Equity (Deficit)

7,316

(4,606 )

Total

Liabilities and Stockholders’ Equity

$ 81,075

$ 65,873

Empire

Petroleum Corporation

Non-GAAP

Information

Certain

financial information included in Empire’s financial results are not measures of financial performance recognized by accounting

principles generally accepted in the United States, or GAAP. These non-GAAP financial measures include “Adjusted Net Loss”,

“EBITDA” and “Adjusted EBITDA”. These disclosures may not be viewed as a substitute for results determined in

accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies. Adjusted

net loss is presented because the timing and amount of these items cannot be reasonably estimated and affect the comparability of operating

results from period to period, and current periods to prior periods.

For

the Three Months Ended

Six

Months Ended

June 30,

March

31,

June 30,

June

30,

2026

2025

2026

2025

(in

thousands, except share and per share data)

Net

Loss

$ (1,858 )

$ (6,642 )

$ (5,056 )

$ (8,500 )

$ (9,277 )

Adjusted for:

Net settlements

on commodity derivative instruments

(2,117 )

—

(2,117 )

—

Loss

(gain) on commodity derivatives 1

1,612

2,591

—

4,203

—

Loss (gain)

on financial derivative

—

(78 )

—

(78 )

—

Loss (gain)

on sale of oil and natural gas properties

—

(175 )

—

(175 )

Loss (gain)

on write off or sale of other fixed assets

(12 )

—

(12 )

(32 )

Loss

(gain) on extinguishment of debt

—

659

—

659

—

Adjusted

Net Loss

$ (2,375 )

$ (3,470 )

$ (5,231 )

$ (5,845 )

$ (9,484 )

Diluted

Weighted-Average Number of Common Shares Outstanding

41,274,853

36,003,701

33,853,310

38,653,838

33,837,377

Adjusted

Net Loss Per Common Share

$ (0.06 )

$ (0.10 )

$ (0.15 )

$ (0.28 )

__________________________________________________

[1]

For the three and six months ended June 30, 2026, includes amounts early settled by the counterparty on behalf of Empire of approximately

$2.1 million and payable.

The

Company defines adjusted EBITDA as net loss plus net interest expense, DD&A, accretion, amortization of right of use assets, income

tax provision (benefit), and other adjustments. Company management believes this presentation is relevant and useful because it helps

investors understand Empire’s operating performance and makes it easier to compare its results with those of other companies that

have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for

net income (loss), as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. In

addition, adjusted EBITDA does not represent funds available for discretionary use.

For

the Three Months Ended

Six

Months Ended

June 30,

March

31,

June 30,

June

30,

2026

2025

2026

2025

(in

thousands)

Net

Loss

$ (1,858 )

$ (6,642 )

$ (5,056 )

$ (8,500 )

$ (9,277 )

Add Back:

Interest

expense

329

480

334

809

630

Depreciation,

Depletion & Amortization

1,444

1,417

2,576

2,861

4,802

Accretion

542

535

534

1,077

1,060

Amortization

of right-of-use assets

217

119

120

336

241

EBITDA

$ 674

$ (4,091 )

$ (1,492 )

$ (3,417 )

$ (2,544 )

Adjustments:

Stock-based

compensation

208

189

486

397

1,017

Net settlements

on commodity derivative instruments

(2,117 )

—

(2,117 )

—

Loss

(gain) on commodity derivatives 1

1,612

2,591

—

4,203

—

Loss (gain)

on financial derivative

—

(78 )

—

(78 )

—

Loss (gain)

on extinguishment of debt

—

659

—

659

—

Loss (gain)

on sale of oil and natural gas properties

—

(175 )

—

(175 )

Loss

(gain) on write off or sale of other fixed assets

(12 )

—

(12 )

(32 )

Adjusted

EBITDA

$ 365

$ (730 )

$ (1,181 )

$ (365 )

$ (1,734 )

__________________________________________________

[1]

For the three and six months ended June 30, 2026, includes amounts early settled by the counterparty on behalf of Empire of approximately

$2.1 million and payable.

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