Form 8-K

8-K — EMPIRE PETROLEUM CORP

Accession: 0001072613-26-000451

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0000887396

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — emp_8k-19061.htm (Primary)

EX-99 — PRESS RELEASE DATED MAY 15, 2026 (exh_99.htm)

GRAPHIC (image_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8K DATED MAY 15, 2026

8-K (Primary)

Filename: emp_8k-19061.htm · Sequence: 1

emp_081525

false

0000887396

2026-05-15

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

MAY

15, 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 ☐

If 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.

On May 15, 2026,

Empire Petroleum Corporation (the “Company”) issued a press release announcing its financial and operating results for the

first 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 May 15, 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:

May 15, 2026

By:

/s/ Michael

R. Morrisett

Michael

R. Morrisett

President

and Chief Executive Officer

EX-99 — PRESS RELEASE DATED MAY 15, 2026

EX-99

Filename: exh_99.htm · Sequence: 2

EXHIBIT 99

EMPIRE

PETROLEUM REPORTS FINANCIAL RESULTS FOR

FIRST QUARTER 2026 AND PROVIDES OPERATIONAL UPDATE

TULSA,

OK – (MAY 15, 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 first quarter 2026 and an update on current operations.

FIRST

QUARTER 2026 HIGHLIGHTS

o Reported

Q1-2026 net production volumes of 1,880 barrels of oil equivalent per day (“Boe/d”)

including 1,248 barrels of oil per day (“Bbl/d”);

■ Boe/d

is comprised of 66% oil, 10% natural gas liquids (“NGLs”), and 24% natural gas;

■ Production

during the quarter was impacted by operational issues in North Dakota and New Mexico, as

well as weather-related Force Majeure disruptions in Texas, with volumes expected to recover

in Q2-2026;

o In

Q1-2026, Empire continued advancement of its Texas natural gas development program, with

activity focused on reactivation, recompletion, and related field work to restore baseline

production and improve overall field deliverability;

■ Texas

natural gas operations began contributing production during the quarter, with aggregate field

volumes reflecting early output as wells returned to service;

■ To

date, three wells were successfully reactivated, with five additional wells in progress,

and early results increasing net volumes on the reactivated wells by approximately 45% compared

to Q4-2025, reflecting growth from initial restart levels and volumes continuing to trend

upward;

■ Field

infrastructure was materially advanced ahead of volumes, including an increase of more than

500% in field compression capacity, removing prior constraints that prevented increases in

production, and expanding operating capacity to approximately 3 million cubic feet per day

(“MMcfd”), positioning the system to accommodate incremental production growth;

■ Texas

capital deployment remained disciplined, with approximately $1.7 million of actual spend

versus $2.4 million estimated for the period, while progressing reactivations, recompletions,

and facilities initiatives across the asset base;

o During

Q1-2026, Empire focused on thermal recovery operations and infrastructure initiatives to

enhance safety, reliability, and heat-utilization efficiency in the Starbuck Drilling Program

(“Starbuck”);

■ The

Company recently completed compressor relocation activities at a steam unit, improving operational

safety and supporting more effective heat utilization;

■ Empire

initiated a preventive chemical treatment program designed to mitigate scale formation and

support sustained injection performance;

■ Subsequent

to quarter-end, the Company received a Notice of Allowance from the U.S. Patent and Trademark

Office related to its proprietary superheated steam generation and injection technology,

supporting Empire’s ongoing thermal recovery initiatives and long-term development

strategy in North Dakota, and enabling evaluation of broader applicability across its assets

in the Williston Basin;

o In

Q1-2026, Empire advanced its participation in a Louisiana oil and natural gas development

program, with activities focused on project integration, pre-drill planning, operational

coordination, and data review associated with the first three-well program, allowing the

Company to build familiarity with field operations and subsurface characteristics across

the agreed development area;

■ Following

quarter-end, participation terms were amended to reflect Empire’s full involvement

across the three-well program, with participation anticipated to be funded through a combination

of equity consideration and proportionate cost sharing;

o In

March 2026, Empire completed a subscription rights offering (“Rights Offering”)

that generated approximately $10.0 million in gross proceeds, before transaction costs;

■ The

Company received subscriptions for more than 100% of the securities available in the Rights

Offering and accordingly, stockholders received their basic subscription privilege. Because

there were not enough securities to satisfy all oversubscriptions, remaining securities were

allocated pro-rata among oversubscribing stockholders;

■ As

disclosed in previous filings, Energy Evolution Master Fund, Ltd., the Company’s largest

shareholder, participated in the Rights Offering, fully subscribing to the securities corresponding

to their subscription rights, and exercising their over-subscription rights to purchase their

pro-rata share of the underlying securities related to the Rights Offering that remain oversubscribed;

■ Phil

E. Mulacek, Chairman of the Board of Empire, also participated;

o During

Q1-2026, the Company entered into and settled a $3.0 million convertible note held by Phil

Mulacek, ahead of its May 2026 maturity, through the issuance of 1,003,344 shares of Empire

common stock, further strengthening its capital structure;

■ Subsequent

to year-end 2025, approximately $5.0 million of Empire’s debt was satisfied and $3.0

million of equity was added through various transactions;

o Reported

Q1-2026 total product revenue of $7.7 million, a net loss of $6.6 million, or ($0.18) per

diluted share;

■ Adjusted

EBITDA of ($0.7) million for Q1-2026, compared to ($0.6) million in Q1-2025;

■ Results

for the quarter were primarily influenced by lower overall production volumes and lower realized

prices across all commodities compared to Q1-2025.

2026

OUTLOOK

“Global

energy markets continue to be shaped by tight supply responses, growing demand for dependable gas supply, and the increasing value of

assets with repeatable development potential,” said Phil Mulacek, Chairman of the Board of Empire. “In Texas, our efforts

have focused on infrastructure readiness, where we increased field compression over 500%, allowing for selective in-field development.

The increase in compression de-bottlenecked the choke points in our production capacity and advanced our Texas development to take advantage

of the higher oil prices and be ready for stronger gas sales. We’re making steady progress across existing zones, and we believe

we are getting closer to key evaluation points in deeper production intervals, including portions of the consolidated Cotton Valley-Bossier

and Western Haynesville intervals. In North Dakota, continued application of our thermal recovery technology is improving our understanding

of how heat can be applied more effectively across the asset, and we are re-working wells to increase oil production. Field results across

Empire’s portfolio are helping to inform how we approach the opportunities over time, guided by geologic, operational, and vastly

stronger market factors.”

Mike

Morrisett, President & CEO, added, “The first quarter was about moving work forward across our portfolio and carrying that

momentum into initial production contributions in Texas, supported by improved infrastructure and system capacity, while also taking

steps to strengthen Empire’s financial and operational position and flexibility. In Louisiana, our election to participate across

the three-well program expands our exposure while allowing us to assess field-level performance and inform future development decisions.

Across all assets, we’re working through projects in sequence by restoring oil production, improving reliability, and building

operating history that supports growing cash flow contribution over time.”

Texas

– East Texas Basin & Louisiana

o In

Q2-2026, Empire expects Texas gas volumes to increase as additional reactivated wells are

tied in and low-pressure booster compression units are installed, supporting throughput increases

toward approximately 9 MMcfd;

■ The

Company plans to continue sequencing reactivations and recompletions through the remainder

of 2026, leveraging existing wellbores to re-enter and drill deeper into stacked pay zones

to drive capital-efficient production growth, with the first drilling rig expected to be

on site in June 2026;

■ As

infrastructure improvements reduce constraints, Empire is advancing evaluation of deeper

intervals, including the consolidated Cotton Valley-Bossier and Western Haynesville, integrating

subsurface insights with operating performance to inform future development planning;

o Empire

continues to progress development activities in Louisiana across participation in a three-well

program, with completion and evaluation activity planned to establish production characteristics

and inform potential follow-on development;

■ The

Company views the Louisiana program as an additional source of material production and reserve

growth, structured with defined capital exposure and executed through a measured development

process;

■ The

three wells are expected to be drilled and cased by the end of Q2-2026, with a full technical

update to be released following drilling, logging, and casing of the wells, followed by completion

and tie-in of the wells to sales;

North

Dakota – Williston Basin

o Empire

continues to work on steam unit performance enhancements, including improved insulation and

burner repositioning initiatives scheduled to begin in May 2026, aimed at strengthening heat

retention, combustion efficiency, and long-term operating stability;

■ The

Company recently progressed advancement of mid-term water management and treatment initiatives,

including continued development of Water Treatment Plant upgrades and completion enhancements

to improve water-injection quality and reduce scaling and maintenance risks;

■ Continued

application of Empire’s second-generation thermal recovery approach has contributed

to improved operational visibility and facility performance in the field, providing greater

clarity around operating results and potential future development opportunities;

■ The

Company is focused on collaborating with research and regulatory partners, supporting technology

upgrades and longer-term thermal recovery development initiatives;

New

Mexico – Permian Basin

o On

September 12, 2025, the New Mexico Conservation Commission (“Commission” or the

“OCC”) issued Order No. R-24004 (the “Order”) regarding the Company’s

rights to the Residual Oil Zone (“ROZ”) in the Eunice Monument South Unit’s

(“EMSU”) Unitized Interval. The Commission unanimously affirmed the existence

of a ROZ in the Grayburg and San Andres formations within the EMSU and confirmed Empire’s

exclusive rights to produce the ROZ under the 1984 Commission Order;

■ Based

on these findings, the Commission:

o Denied

Goodnight Midnight Permian, LLC’s (“Goodnight”) applications to drill five

new saltwater disposal (“SWD”) wells within the boundaries of the EMSU;

o Denied

Goodnight’s application to increase injection volumes in an existing SWD well;

o Suspended

Goodnight’s four SWD wells located within the EMSU boundaries to provide Empire the

opportunity to establish the CO2 EOR pilot project;

■ On

December 17, 2025, the Commission issued its “Amended Order Denying Goodnight’s

Applications & Partially Granting/Partially Denying Empire’s Applications”

(“Order R-24004-A”) reiterating and clarifying matters from its Order, but leaving

implementation of the Order’s suspension to the discretion of the Oil Conservation

Division (“OCD”);

■ On

January 15, 2026, the OCD issued a letter with “Implementation of OCC Orders 24004

and 24004-A” providing deadlines for Empire’s CO2 EOR pilot project and the suspension

of Goodnight’s four SWD wells located within the EMSU boundaries;

■ Both

Empire and Goodnight have appealed the Order and Order R-24004-A;

■ On

March 24, 2026, Empire requested the OCC require OCD to modify the implementation, with a

hearing occurring on May 13, 2026, and a decision from the OCC will be forthcoming;

■ Empire

is proceeding on motions to revoke the existing permits granted to the remaining three SWD

Companies disposing wastewater in the EMSU and Arrowhead Grayburg Unit Unitized Interval,

while concurrently advancing litigation for trespass and damages;

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.

FIRST

QUARTER 2026 FINANCIAL AND OPERATIONAL RESULTS

Q1-26

Q4-25

Change

Q1-26 vs. Q4-25

Q1-25

Change

Q1-26 vs. Q1-25

Net equivalent sales (Boe/d)

1,880

2,161

-13%

2,049

-8%

Net oil sales (Bbls/d)

1,248

1,359

-8%

1,329

-6%

Realized price ($/Boe)

$45.41

$35.46

28%

$48.76

-7%

Product Revenue ($M)

$7,684

$7,049

$8,992

-15%

Net Loss ($M)

($6,642)

($58,953)

89%

($4,221)

-57%

Adjusted Net Loss ($M)1

($3,470)

($8,146)

57%

($4,253)

18%

Adjusted EBITDA ($M)1

($730)

($3,794)

81%

($553)

-32%

____________________

[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.

Net

sales volumes for Q1-2026 were 1,880 Boe/d, including 1,248 barrels of oil per day; 196 barrels of NGLs per day, and 2,617 thousand cubic

feet per day (“Mcf/d”) or 436 Boe/d of natural gas. Oil sales volumes for Q1-2026 slightly decreased compared Q1-2025 primarily

due to natural decline and operational challenges in North Dakota and New Mexico.

Empire

reported Q1-2026 total product revenue of $7.7 million versus $9.0 million in Q1-2025. The decrease is primarily due to a lower overall

production in North Dakota and New Mexico and lower realized prices across all commodities.

Lease

operating expenses in Q1-2026 decreased to $5.2 million versus $5.8 million for Q1-2025, 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.

Workover expenses were approximately of $0.6 million in Q1-2026 compared to $0.4 million for Q1-2025. Higher workover expense in Q1-2026

was primarily in Texas due to Empire’s gas development program.

Production

and ad valorem taxes for Q1-2026 were $0.5 million versus $0.7 million in Q1-2025, as a result of decreased product revenues.

Depreciation,

Depletion, and Amortization (“DD&A”) and Accretion for Q1-2026 was $2.0 million versus $2.8 million for Q1-2025. The

decrease in DD&A is primarily due to the impact of impairments in the fourth quarter of 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, was $2.9 million, or $17.00 per Boe in Q1-2026 versus $3.2 million,

or $17.34 per Boe in Q1-2025. The slight decrease in expenses was primarily due to a decrease in employee costs due to lower headcount

in Q1-2026.

Total

interest expense for Q1-2026 compared to Q1-2025 resulted in a slight increase due to a higher outstanding balance under the Company’s

credit facility and additional equipment and vehicle notes. Additionally, the Company’s non-cash based interest expense was higher

in 2026 due to the remaining unamortized discount related to the convertible promissory note issued on September 24, 2025, being fully

amortized upon full repayment during the quarter.

Empire

recorded a net loss of $6.6 million in Q1-2026, or ($0.18) per diluted share, versus a Q1-2025 net loss of $4.2 million, or ($0.12) per

diluted share.

Adjusted

EBITDA was ($0.7) million for Q1-2026 compared to Adjusted EBITDA of ($0.6) million in Q1-2025.

CAPITAL

SPENDING, BALANCE SHEET & LIQUIDITY

For

Q1-2026, Empire incurred approximately $1.9 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 March 31, 2026, Empire had approximately $8.8 million in cash on hand, primarily from the Rights Offering completed in March 2026,

and approximately $2.7 million available on its credit facility.

UPDATED

PRESENTATION

updated Company presentation will be posted to the Company’s website under the Investor Relations section.

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.

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, 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

March 31,

December

31,

March 31,

2026

2025

Revenue:

Oil

Sales

$ 7,302

$ 6,804

$ 8,049

Gas Sales

185

(67 )

548

Natural

Gas Liquids Sales

197

312

395

Total Product

Revenues

7,684

7,049

8,992

Other

Loss

on Derivatives

(2,591 )

—

Total Revenue

5,103

7,059

9,002

Costs and

Expenses:

Lease Operating

Expense

5,160

7,335

5,766

Production

and Ad Valorem Taxes

507

619

712

Depreciation,

Depletion & Amortization

1,417

2,999

2,226

Impairment

—

51,289

—

Accretion

of Asset Retirement Obligation

535

545

526

General

and Administrative:

General

and Administrative

2,876

3,011

3,197

Stock-Based

Compensation

189

168

531

Total

General and Administrative

3,065

3,179

3,728

Total

Cost and Expenses

10,684

65,966

12,958

Operating

Loss

(5,581 )

(58,907 )

(3,956 )

Other Income

and (Expense):

Interest

Expense

(480 )

(529 )

(296 )

Loss on

Extinguishment of Debt

(659 )

—

Other Income

(Expense)

483

Loss Before

Taxes

(6,642 )

(58,953 )

(4,221 )

Income

Tax Benefit (Provision)

—

Net

Loss

$ (6,642 )

$ (58,953 )

$ (4,221 )

Net Loss per Common Share:

Basic

$ (0.18 )

$ (1.71 )

$ (0.12 )

Diluted

$ (0.18 )

$ (1.71 )

$ (0.12 )

Weighted-Average Number of

Common Shares Outstanding:

Basic

36,003,701

34,501,251

33,821,203

Diluted

36,003,701

34,501,251

33,821,203

EMPIRE

PETROLEUM CORPORATION

Condensed

Operating Data

(Unaudited)

For

the Three Months Ended

March 31,

December

31,

March 31,

2026

2025

Net Sales

Volumes:

Oil

(Bbl)

112,317

125,059

119,635

Natural

gas (Mcf)

235,517

215,921

199,868

Natural

gas liquids (Bbl)

17,628

37,743

31,453

Total (Boe)

169,197

198,788

184,400

Average

daily equivalent sales (Boe/d)

1,880

2,161

2,049

Average Price per Unit:

Oil ($/Bbl)

$ 65.01

$ 54.41

$ 67.28

Natural

gas ($/Mcf)

$ 0.79

$ (0.31 )

$ 2.74

Natural

gas liquids ($/Bbl)

$ 11.18

$ 8.27

$ 12.56

Total ($/Boe)

$ 45.41

$ 35.46

$ 48.76

Operating

Costs and Expenses per Boe:

Lease operating

expense

$ 30.51

$ 36.90

$ 31.27

Production

and ad valorem taxes

$ 3.00

$ 3.11

$ 3.86

Depreciation,

depletion, amortization and accretion

$ 11.54

$ 17.83

$ 14.92

General

and administrative expense (excluding stock-based compensation)

$ 17.00

$ 15.15

$ 17.34

Stock-based

compensation

$ 1.12

$ 0.85

$ 2.88

Total general

and administrative expense

$ 18.12

$ 16.00

$ 20.22

EMPIRE

PETROLEUM CORPORATION

Condensed

Consolidated Statements of Cash Flows

(in

thousands)

(Unaudited)

For the Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Cash Flows From Operating Activities:

Net Loss

$ (6,642 )

$ (58,953 )

$ (4,221 )

Adjustments to Reconcile Net Loss to Net Cash

(Used In) Provided By Operating Activities:

Stock-Based Compensation

189

168

531

Amortization of Right-of-Use Assets

119

111

121

Depreciation, Depletion & Amortization

1,417

2,999

2,226

Accretion of Asset Retirement Obligations

535

545

526

Impairment of Oil and Natural Gas Properties

—

51,289

—

Loss on Commodity Derivatives

2,591

—

Net Settlements on Derivative Instruments

—

Gain on Financial Derivative

(78 )

(484 )

—

Amortization of Debt Discount on Convertible Notes

115

—

Amortization of Debt Issuance Costs

—

113

—

Loss on Extinguishment of Debt

659

—

Loss (Gain) on Sale of Other Fixed Assets

—

(32 )

Change in Operating Assets and Liabilities:

Accounts Receivable

(815 )

546

279

Inventory, Oil in Tanks

(192 )

(44 )

(199 )

Prepaids, Current

(71 )

Accounts Payable

1,209

1,012

1,676

Accrued Expenses

(192 )

599

Other Long-Term Assets and Liabilities

(190 )

179

Net Cash (Used In) Provided By Operating Activities

(970 )

(2,751 )

1,613

Cash Flows From Investing Activities:

Capital Expenditures - Oil and Natural Gas Properties

(1,170 )

(1,130 )

(2,680 )

Disposal of Other Fixed Assets

—

Purchase of Other Fixed Assets

(13 )

(1 )

(18 )

Cash Paid for Right-of-Use Assets

(109 )

(100 )

(113 )

Net Cash Used In Investing Activities

(1,292 )

(1,229 )

(2,762 )

Cash Flows From Financing Activities:

Payments on Credit Facility

(1,000 )

—

Proceeds from Promissory Notes - Related Party

3,000

—

Payments on Promissory Note - Related Party

(2,000 )

—

Principal Payments of Debt

(90 )

(210 )

(21 )

Proceeds from Rights Offering, net of transaction costs

9,948

—

Proceeds from Stock Issuance and Warrant Exercises

—

778

—

Net Cash Provided By Financing Activities

9,858

568

(21 )

Net Change in Cash

7,596

(3,412 )

(1,170 )

Cash - Beginning of Period

1,189

4,601

2,251

Cash - End of Period

$ 8,785

$ 1,189

$ 1,081

EMPIRE PETROLEUM CORPORATION

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)

March 31,

December 31,

2026

2025

ASSETS

Cash

$ 8,785

$ 1,189

Accounts Receivable

5,955

5,122

Inventory

1,452

1,262

Prepaids

1,109

607

Total Current Assets

17,301

8,180

Property and Equipment:

Oil and Natural Gas Properties, Successful Efforts

152,621

148,238

Less:   Accumulated Depletion, Amortization and Impairment

(94,747 )

(93,425 )

Total Oil and Gas Properties, Net

57,874

54,813

Other Property and Equipment, Net

1,821

1,486

Total Property and Equipment, Net

59,695

56,299

Other Noncurrent Assets

999

1,394

Total Assets

$ 77,995

$ 65,873

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts Payable

$ 12,735

$ 10,799

Accrued Expenses

12,679

12,616

Commodity Derivative Instruments

2,591

—

Current Portion of Lease Liability

307

286

Current Portion of Long-Term Debt

954

641

Total Current Liabilities

29,266

24,342

Long-Term Debt

13,899

14,415

Long-Term Note Payable - Related Party, net

—

1,023

Long-Term Lease Liability

105

Financial Derivative Instrument

—

281

Asset Retirement Obligations

31,036

30,406

Total Liabilities

74,306

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, 39,776,304 and 34,855,815 Shares Issued and Outstanding, Respectively

Additional Paid-in-Capital

163,123

148,191

Accumulated Deficit

(159,533 )

(152,891 )

Total Stockholders’ Equity (Deficit)

3,689

(4,606 )

Total Liabilities and Stockholders’ Equity

$ 77,995

$ 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

March 31,

December 31,

March 31,

2026

2025

(in thousands, except share and per share data)

Net Loss

$ (6,642 )

$ (58,953 )

$ (4,221 )

Adjusted for:

Loss (gain) on commodity derivatives

2,591

—

Loss (gain) on financial derivative

(78 )

(484 )

—

Loss (gain) on sale of other fixed assets

—

(32 )

Loss (gain) on extinguishment of debt

659

—

Net Settlements on Derivative Instruments

—

Impairment

—

51,289

—

Adjusted Net Loss

$ (3,470 )

$ (8,146 )

$ (4,253 )

Diluted Weighted-Average Number of Common Shares Outstanding

36,003,701

34,501,251

33,821,203

Adjusted Net Loss Per Common Share

$ (0.10 )

$ (0.24 )

$ (0.13 )

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

March 31,

December 31,

March 31,

2026

2025

(in thousands)

Net Loss

$ (6,642 )

$ (58,953 )

$ (4,221 )

Add Back:

Interest expense

480

529

296

Depreciation, Depletion & Amortization

1,417

2,999

2,226

Impairment

—

51,289

—

Accretion

535

545

526

Amortization of right-of-use assets

119

111

121

EBITDA

$ (4,091 )

$ (3,480 )

$ (1,052 )

Adjustments:

Stock-based compensation

189

168

531

Net Settlements on Derivative Instruments

—

Loss (gain) on commodity derivatives

2,591

—

Loss (gain) on financial derivative

(78 )

(484 )

—

Loss (gain) on extinguishment of debt

659

—

Loss (gain) on sale of other fixed assets

—

(32 )

Adjusted EBITDA

$ (730 )

$ (3,794 )

$ (553 )

GRAPHIC

Filename: image_001.jpg · Sequence: 3

Binary file (18823 bytes)

Download image_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 15, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 15, 2026

Entity File Number

001-16653

Entity Registrant Name

EMPIRE

PETROLEUM CORPORATION

Entity Central Index Key

0000887396

Entity Tax Identification Number

73-1238709

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2200

S. Utica Place

Entity Address, Address Line Two

Suite 150

Entity Address, City or Town

Tulsa,

Entity Address, State or Province

Entity Address, Postal Zip Code

74114

City Area Code

539

Local Phone Number

444-8002

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration