8-K
Empire Petroleum Corp (EP)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
8-K
_________________
Current
Report
**PursuantTo Section 13 or 15 (**d )of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
NOVEMBER
17, 2025
_______________________________
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.) |
2200S. 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<br> CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br> CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange<br> Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange<br> Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock $0.001 par value | EP | 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 November 17, 2025, Empire Petroleum Corporation (the “Company”) issued a press release announcing its financial and operating results for the third quarter 2025. 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<br>following exhibits are filed or furnished herewith. | |
| Exhibit<br><br> <br>Number<br><br> <br>**** | ****<br><br> <br>Description |
| --- | --- |
| 99 | Press Release of Empire Petroleum Corporation dated November 17, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
2
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:<br> November 17, 2025 | By: | /s/ Michael<br> R. Morrisett |
| Michael<br> R. Morrisett<br><br> <br><br><br> <br>President<br> and Chief Executive Officer |
3
EXHIBIT99
EMPIRE PETROLEUM REPORTS THIRD QUARTER 2025 RESULTS,ADVANCES DEVELOPMENT, AND POSITIONS FOR 2026 GROWTH
TULSA,OK – (November 17, 2025) – Empire Petroleum (NYSE American: EP) (“Empire” or the “Company”), an oil and gas company with producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, today reported operational and financial results for the third quarter 2025.
THIRDQUARTER 2025 HIGHLIGHTS
| o | Produced<br> Q3-2025 net production volumes of 1,566 barrels of oil per day (“Bbls/d”), an<br> increase of 5% compared to Q2-2025; |
|---|---|
| ■ | Reported<br> 2,398 barrels of oil equivalent per day (“Boe/d”); |
| --- | --- |
| ■ | Boe/d<br> is comprised of 65% oil, 19% natural gas liquids (“NGLs”), and 16% natural gas; |
| --- | --- |
| o | Empire<br> continues to advance its enhanced oil recovery (“EOR”) efforts in the Starbuck<br> Drilling Program (“Starbuck”) in North Dakota, where modified wellhead installations<br> were completed during Q3-2025; |
| --- | --- |
| ■ | Following<br> analysis of the previously planned rare alloy components, the Company implemented an alternative<br> water injection system designed to reduce scaling tendencies and improve system reliability; |
| --- | --- |
| ■ | Empire<br> also filed the final patent for its proprietary hydrocarbon vaporization technology, which<br> leverages elevated temperatures and pressure differentials to increase recovery efficiency; |
| --- | --- |
| o | Empire<br> furthered preparations for its inaugural drilling campaign in Texas, positioning additional<br> locations to support a scalable development plan; |
| --- | --- |
| ■ | As<br> part of ongoing groundwork for future horizontal development across multiple prospective<br> pay zones, the Company finalized reprocessing of legacy seismic data; |
| --- | --- |
| ■ | Given<br> current commodity prices, Empire is strategically pacing the start of drilling operations,<br> now anticipated in 2026, to align capital development with market conditions and maximize<br> long-term value creation; |
| --- | --- |
| o | In<br> Q3-2025, Empire successfully completed its subscription rights offering (“Rights Offering”),<br> generating approximately $2.5 million in gross proceeds, before transaction costs; |
| --- | --- |
| ■ | The<br> Company received subscriptions for more than 100% of the securities available in the Rights<br> Offering and accordingly, stockholders received their basic subscription privilege. Because<br> there were not enough units to satisfy all oversubscriptions, remaining securities were allocated<br> pro-rata, after eliminating all fractional shares, among oversubscribing stockholders; |
| --- | --- |
| ■ | As<br> disclosed in previous filings, Phil E. Mulacek, Chairman of the Board of Empire and one of<br> the Company’s largest shareholders, participated in the Rights Offering, fully subscribing<br> to the securities corresponding to his subscription rights, and exercising his over-subscription<br> rights to purchase his pro-rata share of the underlying securities related to the Rights<br> Offering that remain unsubscribed. |
| --- | --- |
| o | Reported<br> Q3-2025 total product revenue of $9.4 million, a net loss of $3.8 million, or ($0.11) per<br> diluted share; |
| --- | --- |
| ■ | Adjusted<br> EBITDA of $0.1 million for Q3-2025. |
| --- | --- |
1 ****
2025OUTLOOK
“Empire continues to execute with precision and discipline as we move through the remainder of 2025,” said Phil Mulacek, Chairman of the Board. “Our operational teams are achieving measurable progress across multiple fronts, from consistent improvement in North Dakota’s EOR program to ongoing technical advancements in Texas. We remain focused on delivering operational excellence, capital efficiency, and strategic development sequencing across the portfolio. The natural gas market has shifted significantly over the past several years, with U.S. liquefied natural gas exports now exceeding approximately 18 billion cubic feet per day compared to near zero just over a decade ago, and pricing strengthening from lows near $1.35 per thousand cubic feet (“Mcf”)^1^ toward long-term historical averages in the $4.00-$5.00/Mcf range. As additional demand from data centers, industrial users, and exports into Mexico continues to accelerate, long-term fundamentals point toward ongoing tightening into 2026. To capitalize on this shift, Empire is building operational flexibility by progressing a series of drilled-but-uncompleted (“DUC”) wells, positioning the Company to efficiently transition into higher-value gas development in 2026. This disciplined sequencing allows us to align capital deployment with commodity signals and maximize returns as the market evolves. As pricing signals continue to strengthen, we expect natural gas to play an increasingly meaningful and leading role in Empire’s development strategy and earnings growth trajectory beginning in 2026. The recent successful completion of the Rights Offering, particularly during a period of commodity price volatility, underscores the confidence and alignment of our shareholders. We greatly appreciate their continued support and belief in Empire’s long-term strategy. With these accomplishments and a constructive outlook for the broader energy market, I believe we’re well positioned to capture meaningful upside as pricing conditions stabilize. The groundwork we’re laying today is designed to position Empire for long-term success, and as we move forward, we look forward to building additional production in New Mexico, a key driver of future growth within Empire’s portfolio.”
Mike Morrisett, President and CEO, added, “Our third quarter results reflect steady operational execution and focused progress across Empire’s core assets. In North Dakota, recent upgrades and system enhancements have improved reliability and consistency, setting the stage for stable production levels. In Texas, we continue to prepare for the launch of our first drilling program in the area, completing pre-drill activities and advancing readiness across multiple locations. In New Mexico, we’re maintaining production and pursuing incremental improvements to maximize efficiency across our legacy unitized assets. The strong participation in our Rights Offering reflects continued confidence in Empire’s direction, and we’re deeply appreciative of that support as we work to execute on our development plan. With disciplined capital management and a clear operational roadmap, Empire is entering 2026 with momentum, flexibility, and a focused path toward scalable growth.”
NorthDakota – Williston Basin:
| o | Empire<br> continues to execute targeted enhancements to the Starbuck EOR program in North Dakota, where<br> system performance and production consistency have shown measurable improvement through 2025; |
|---|---|
| ■ | The<br> Company is installing a new pipeline segment to supply higher-quality water to a dedicated<br> circuit within the EOR system, an upgrade expected to improve reliability, minimize scaling,<br> and reduce long-term operating costs; |
| --- | --- |
| ■ | In<br> parallel, Empire has implemented multiple refinements across EOR equipment and processes,<br> further optimizing performance and efficiency; |
| --- | --- |
| ■ | With<br> these upgrades progressing and the system operating more consistently, Empire anticipates<br> achieving stable, sustained production levels by year-end; and |
| --- | --- |
| o | The<br> Company is also evaluating opportunities to apply its proprietary EOR model across additional<br> assets in North Dakota, advancing a methodical, data-driven approach to long-term field development. |
| --- | --- |
2
NewMexico – Permian Basin:
| o | On<br> September 12, 2025, the New Mexico Conservation Commission (“Commission”) issued<br> Order No. R-24004 (the “Order”) regarding the Company’s rights to the Residual<br> Oil Zone (“ROZ”) in the Eunice Monument South Unit’s (“EMSU”)<br> Unitized Interval. The Commission unanimously affirmed the existence of a ROZ in the Grayburg<br> and San Andres formations within the EMSU and confirmed Empire’s exclusive rights to<br> produce the ROZ under the 1984 Commission Order. |
|---|---|
| ■ | Based<br> on these findings, the Commission: |
| --- | --- |
| ■ | Denied<br> Goodnight’s applications to drill five new saltwater disposal (“SWD”) wells<br> within the boundaries of the EMSU; |
| --- | --- |
| ■ | Denied<br> Goodnight’s application to increase injection volumes in an existing SWD well; |
| --- | --- |
| ■ | Suspended<br> Goodnight’s four SWD wells located within the EMSU boundaries to provide Empire the<br> opportunity to establish the CO₂ EOR pilot project; |
| --- | --- |
| ■ | The<br> Commission recently granted a limited request for stay and rehearing to consider (1) the<br> authority for suspension in light of certain factual findings; and (2), the authority or<br> discretion of the New Mexico Oil Conservation Division in implementation of the Order; |
| --- | --- |
| ■ | Pending<br> the Commission’s decision, Empire plans to proceed with motions to revoke the existing<br> permits granted to the remaining three SWD Companies disposing wastewater into the EMSU and<br> Arrowhead Grayburg Unit Unitized Interval, while concurrently advancing litigation for trespass<br> and damages; |
| --- | --- |
| ■ | As<br> of the date of this release, the briefing and oral hearing on the rehearing has taken place,<br> and Empire is awaiting the Commission’s decision; and |
| --- | --- |
| o | The<br> Company expects final resolution of this matter to result in a meaningful reduction in operating<br> expenses and contribute to improved financial performance going forward. |
| --- | --- |
Texas– East Texas Basin:
| o | Empire<br> continues to advance its development program in Texas, maintaining readiness for its inaugural<br> drilling campaign as part of the Company’s broader growth strategy in the region; |
|---|---|
| ■ | Technical<br> groundwork completed to date, including seismic reprocessing, surface preparation, and location<br> planning, has positioned the Company for efficient execution once drilling commences; |
| --- | --- |
| ■ | In<br> Q4-2025, Empire will initiate re-entry and workover rig operations on the initial well location<br> to finalize target zones for optimal lateral location, marking a key pre-drill milestone<br> in the development timeline; |
| --- | --- |
| ■ | Given<br> current commodity pricing, the Company is targeting the start of drilling operations in 2026,<br> allowing for optimal timing and resource allocation; |
| --- | --- |
| ■ | The<br> upcoming program is designed to test multiple prospective pay zones identified during the<br> initial technical evaluation, utilizing approximately a dozen DUC wells to accelerate the<br> Company’s 2026 gas-focused development strategy; and |
| --- | --- |
| ■ | Additionally,<br> Empire is advancing horizontal gas development opportunities aimed at delivering long-term,<br> capital-efficient production growth. |
| --- | --- |
______________________
^1^ Pricing reference: The cited low price of approximately $1.35 reflects benchmark Henry Hub natural gas spot pricing published in $/MMBtu, based on U.S. Energy Information Administration and market-indexed reporting during late 2024. Values in the release are expressed in $/Mcf for consistency and use standard U.S. conversion equivalency (1 Mcf ≈ 1.00–1.05 MMBtu).
THIRDQUARTER 2025 FINANCIAL AND OPERATIONAL RESULTS
| Q3-25 | Q2-25 | %<br> Change<br><br> Q3-25 vs. Q2-25 | Q3-24 | %<br> Change<br><br> Q3-25 vs. Q3-24 | |
|---|---|---|---|---|---|
| Net equivalent sales (Boe/d) | 2,398 | 2,357 | 2% | 2,460 | -3% |
| Net oil sales (Bbls/d) | 1,566 | 1,493 | 5% | 1,573 | 0% |
| Realized price ($/Boe) | $42.48 | $40.78 | 4% | $48.12 | -12% |
| Product Revenue ($M) | $9,374 | $8,747 | 7% | $10,892 | -14% |
| Net Loss ($M) | ($3,844) | ($5,056) | 24% | ($3,641) | -6% |
| Adjusted Net Loss ($M)^1^ | ($3,934) | ($5,231) | 25% | ($3,829) | -3% |
| Adjusted EBITDA ($M)^1^ | $137 | ($1,181) | 112% | ($56) | 345% |
______________________
^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.
3
Net sales volumes for Q3-2025 were 2,398 Boe/d, including 1,566 barrels of oil per day; 456 barrels of NGLs per day, and 2,257 thousand cubic feet per day (“Mcf/d”) or 376 Boe/d of natural gas. Oil sales volumes slightly decreased compared to Q3-2024 primarily due to natural decline offset by redrilling efforts in North Dakota.
Empire reported Q3-2025 total product revenue of $9.4 million versus $10.9 million in Q3-2024. Contributing to the decrease were lower average oil and NGL realized prices. Realized oil and natural gas liquids prices decreased 15% and 33%, respectively, due to a general decline in overall market pricing.
Lease operating expenses in Q3-2025 decreased to $5.7 million versus $6.7 million in Q3-2024 primarily due to lower workover costs. Q3-2025 workover expense decreased to $0.4 million versus $1.4 million in Q3-2024. Higher workover expense in 2024 was primarily in New Mexico as Empire continued work in the region to enhance and maintain production.
Production and ad valorem taxes for Q3-2025 were $0.8 million versus $1.0 million in Q3-2024, as a result of lower product revenues.
Depreciation, Depletion, and Amortization (“DD&A”) and Accretion for Q3-2025 was $3.3 million versus $3.1 million for Q3-2024. The increase in DD&A is primarily due to the impact of capitalized costs associated with the new drilling as part of Empire’s Starbuck Drilling Program in North Dakota, partially offset by lower production volumes. Accretion increased slightly due to the new drilling activity and acquisition of working interest in New Mexico.
General and administrative expenses, excluding share-based compensation expense, was $2.9 million, or $13.06 per Boe in Q3-2025 versus $3.6 million, or $16.06 per Boe in Q3-2024. The decrease in expenses was primarily due to timing of board of director compensation and franchise taxes.
Interest expense for Q3-2025 slightly increased, compared to Q3-2024, primarily due to a higher average outstanding balance on the Company’s credit facility and additional equipment and vehicle notes.
Empire recorded a net loss of $3.8 million in Q3-2025, or ($0.11) per diluted share, versus a Q3-2024 net loss of $3.6 million, or ($0.12) per diluted share.
Adjusted EBITDA was $0.1 million for Q3-2025 compared to Adjusted EBITDA of ($0.1) million in Q3-2024.
CAPITALSPENDING, BALANCE SHEET & LIQUIDITY
For the nine months ended September 30, 2025, Empire invested approximately $4.2 million in total capital expenditures, primarily from finalizing drilling and completions activity related to the Starbuck Drilling Program in North Dakota and continued return-to-production efforts in Texas.
As of September 30, 2025, Empire had approximately $4.6 million in cash on hand and approximately $3.3 million available on its credit facility. Empire completed a subscriptions rights offering in August 2025, which raised approximately $2.5 million of gross proceeds, before transaction costs.
UPDATEDPRESENTATION
An updated Company presentation will be posted to the Company’s website under the Investor Relations section.
4
ABOUTEMPIRE 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 their existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.
| Mike<br>Morrisett | Kali<br>Carter |
|---|---|
| President<br>& CEO | Communications<br>& Investor Relations Manager |
| 539-444-8002 | 918-995-5046 |
| Info@empirepetrocorp.com | IR@empirepetrocorp.com |
SAFEHARBOR 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, 2024, 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, successful completion of the Rights Offering, including future exercise of the warrants issued as part of the Rights Offering, 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.
5
EMPIRE PETROLEUM CORPORATION
Condensed Consolidated Statements of Operations
(in thousands, except share data)
(Unaudited)
| Three<br> Months Ended | Nine<br> Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September<br> 30, | June<br> 30, | September<br> 30, | September<br> 30, | ||||||||||||
| 2025 | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Revenue: | |||||||||||||||
| Oil<br> Sales | $ | 8,790 | $ | 8,005 | $ | 10,341 | $ | 24,844 | $ | 32,070 | |||||
| Gas Sales | 196 | 221 | 9 | 965 | 270 | ||||||||||
| Natural<br> Gas Liquid (“NGL”) Sales | 388 | 521 | 542 | 1,304 | 1,575 | ||||||||||
| Total Product<br> Revenues | 9,374 | 8,747 | 10,892 | 27,113 | 33,915 | ||||||||||
| Other | 14 | 7 | 15 | 31 | 36 | ||||||||||
| Gain<br> (Loss) on Derivatives | — | — | 470 | — | (389 | ) | |||||||||
| Total Revenue | 9,388 | 8,754 | 11,377 | 27,144 | 33,562 | ||||||||||
| Costs and<br> Expenses: | |||||||||||||||
| Lease Operating<br> Expense | 5,735 | 6,387 | 6,734 | 17,888 | 21,664 | ||||||||||
| Production<br> and Ad Valorem Taxes | 755 | 768 | 984 | 2,235 | 2,883 | ||||||||||
| Depreciation,<br> Depletion & Amortization | 2,794 | 2,576 | 2,596 | 7,596 | 6,763 | ||||||||||
| Accretion<br> of Asset Retirement Obligation | 534 | 534 | 510 | 1,594 | 1,487 | ||||||||||
| General<br> and Administrative: | |||||||||||||||
| General<br> and Administrative | 2,881 | 2,906 | 3,636 | 8,984 | 8,869 | ||||||||||
| Stock-Based<br> Compensation | 238 | 486 | 335 | 1,255 | 1,637 | ||||||||||
| Total<br> General and Administrative | 3,119 | 3,392 | 3,971 | 10,239 | 10,506 | ||||||||||
| Total<br> Cost and Expenses | 12,937 | 13,657 | 14,795 | 39,552 | 43,303 | ||||||||||
| Operating<br> Loss | (3,549 | ) | (4,903 | ) | (3,418 | ) | (12,408 | ) | (9,741 | ) | |||||
| Other Income<br> and (Expense): | |||||||||||||||
| Interest<br> Expense | (388 | ) | (334 | ) | (196 | ) | (1,018 | ) | (1,246 | ) | |||||
| Other Income<br> (Expense) | 93 | 181 | (27 | ) | 305 | (1,018 | ) | ||||||||
| Loss Before<br> Taxes | (3,844 | ) | (5,056 | ) | (3,641 | ) | (13,121 | ) | (12,005 | ) | |||||
| Income<br> Tax Benefit (Provision) | — | — | — | — | — | ||||||||||
| Net<br> Loss | $ | (3,844 | ) | $ | (5,056 | ) | $ | (3,641 | ) | $ | (13,121 | ) | $ | (12,005 | ) |
| Net Loss per Common Share: | |||||||||||||||
| Basic | $ | (0.11 | ) | $ | (0.15 | ) | $ | (0.12 | ) | $ | (0.39 | ) | $ | (0.41 | ) |
| Diluted | $ | (0.11 | ) | $ | (0.15 | ) | $ | (0.12 | ) | $ | (0.39 | ) | $ | (0.41 | ) |
| Weighted-Average Number of<br> Common Shares Outstanding: | |||||||||||||||
| Basic | 34,043,173 | 33,853,310 | 31,619,333 | 33,906,417 | 29,055,331 | ||||||||||
| Diluted | 34,043,173 | 33,853,310 | 31,619,333 | 33,906,417 | 29,055,331 |
6
EMPIRE PETROLEUM CORPORATION
Condensed Operating Data
(Unaudited)
| Three<br> Months Ended | Nine<br> Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| September<br> 30, | June<br> 30, | September<br> 30, | September<br> 30, | |||||||
| 2025 | 2025 | 2024 | 2025 | 2024 | ||||||
| Net Sales<br> Volumes: | ||||||||||
| Oil<br> (Bbl) | 144,098 | 135,854 | 144,674 | 399,587 | 435,717 | |||||
| Natural<br> gas (Mcf) | 207,677 | 237,133 | 255,195 | 644,678 | 708,258 | |||||
| Natural<br> gas liquids (Bbl) | 41,938 | 39,091 | 39,137 | 112,482 | 113,534 | |||||
| Total (Boe) | 220,648 | 214,467 | 226,344 | 619,515 | 667,294 | |||||
| Average<br> daily equivalent sales (Boe/d) | 2,398 | 2,357 | 2,460 | 2,269 | 2,435 | |||||
| Average Price per Unit: | ||||||||||
| Oil ($/Bbl) | $ | 61.00 | $ | 58.92 | $ | 71.48 | $ | 62.17 | $ | 73.60 |
| Natural<br> gas ($/Mcf) | $ | 0.94 | $ | 0.93 | $ | 0.04 | $ | 1.50 | $ | 0.38 |
| Natural<br> gas liquids ($/Bbl) | $ | 9.25 | $ | 13.33 | $ | 13.85 | $ | 11.59 | $ | 13.87 |
| Total ($/Boe) | $ | 42.48 | $ | 40.78 | $ | 48.12 | $ | 43.76 | $ | 50.82 |
| Operating<br> Costs and Expenses per Boe: | ||||||||||
| Lease operating<br> expense | $ | 25.99 | $ | 29.78 | $ | 29.75 | $ | 28.87 | $ | 32.46 |
| Production<br> and ad valorem taxes | $ | 3.42 | $ | 3.58 | $ | 4.35 | $ | 3.61 | $ | 4.32 |
| Depreciation,<br> depletion, amortization and accretion | $ | 15.08 | $ | 14.50 | $ | 13.72 | $ | 14.83 | $ | 12.36 |
| General<br> & administrative expense: | ||||||||||
| General<br> & administrative expense (excluding stock-based compensation) | $ | 13.06 | $ | 13.55 | $ | 16.06 | $ | 14.50 | $ | 13.29 |
| Stock-based<br> compensation | $ | 1.08 | $ | 2.27 | $ | 1.48 | $ | 2.03 | $ | 2.45 |
| Total general<br> & administrative expense | $ | 14.14 | $ | 15.82 | $ | 17.54 | $ | 16.53 | $ | 15.74 |
7
EMPIRE PETROLEUM CORPORATION
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(Unaudited)
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current<br> Assets: | |||||
| Cash | 4,601 | $ | 2,251 | ||
| Accounts<br> Receivable | 8,331 | 8,155 | |||
| Inventory | 1,218 | 1,305 | |||
| Prepaids | 536 | 640 | |||
| Total Current<br> Assets | 14,686 | 12,351 | |||
| Property<br> and Equipment: | |||||
| Oil and<br> Natural Gas Properties, Successful Efforts | 144,395 | 140,675 | |||
| Less:<br> Accumulated Depletion, Amortization and Impairment | (39,237 | ) | (31,974 | ) | |
| Total Oil<br> and Gas Properties, Net | 105,158 | 108,701 | |||
| Other<br> Property and Equipment, Net | 1,697 | 1,391 | |||
| Total<br> Property and Equipment, Net | 106,855 | 110,092 | |||
| Other<br> Noncurrent Assets | 1,451 | 1,425 | |||
| Total<br> Assets | 122,992 | $ | 123,868 | ||
| LIABILITIES<br> AND STOCKHOLDERS’ EQUITY | |||||
| Current<br> Liabilities: | |||||
| Accounts<br> Payable | 10,574 | $ | 10,452 | ||
| Accrued<br> Expenses | 12,003 | 10,348 | |||
| Current<br> Portion of Lease Liability | 330 | 400 | |||
| Current<br> Portion of Long-Term Debt | 407 | 70 | |||
| Total Current<br> Liabilities | 23,314 | 21,270 | |||
| Long-Term<br> Debt | 14,801 | 11,266 | |||
| Long-Term<br> Note Payable - Related Party, net | 752 | — | |||
| Long-Term<br> Lease Liability | 61 | 144 | |||
| Derivative<br> Instruments | 745 | — | |||
| Asset<br> Retirement Obligations | 29,656 | 28,423 | |||
| Total Liabilities | 69,329 | 61,103 | |||
| Stockholders’<br> Equity: | |||||
| Series<br> A Preferred Stock - 0.001 Par Value, 10,000,000 Shares Authorized, 6 and 6 Shares Issued and Outstanding, Respectively | — | — | |||
| Common<br> Stock - 0.001 Par Value 190,000,000 Shares Authorized, 34,266,208 and 33,667,132 Shares Issued and Outstanding, Respectively | 94 | 93 | |||
| Additional<br> Paid-in-Capital | 147,507 | 143,489 | |||
| Accumulated<br> Deficit | (93,938 | ) | (80,817 | ) | |
| Total<br> Stockholders’ Equity | 53,663 | 62,765 | |||
| Total<br> Liabilities and Stockholders’ Equity | 122,992 | $ | 123,868 |
All values are in US Dollars.
8
EMPIRE PETROLEUM CORPORATION
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Three<br> Months Ended | Nine<br> Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September<br> 30, | June<br> 30, | September<br> 30, | September<br> 30, | ||||||||||||
| 2025 | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Cash Flows<br> From Operating Activities: | |||||||||||||||
| Net<br> Loss | $ | (3,844 | ) | $ | (5,056 | ) | $ | (3,641 | ) | $ | (13,121 | ) | $ | (12,005 | ) |
| Adjustments to Reconcile Net<br> Loss to Net Cash | |||||||||||||||
| (Used In)<br> Provided By Operating Activities: | |||||||||||||||
| Stock-Based<br> Compensation | 238 | 486 | 335 | 1,255 | 1,637 | ||||||||||
| Amortization<br> of Right-of-Use Assets | 117 | 120 | 136 | 358 | 407 | ||||||||||
| Depreciation,<br> Depletion & Amortization | 2,794 | 2,576 | 2,596 | 7,596 | 6,763 | ||||||||||
| Accretion<br> of Asset Retirement Obligations | 534 | 534 | 509 | 1,594 | 1,487 | ||||||||||
| Loss (Gain)<br> on Commodity Derivatives | — | — | (470 | ) | — | 389 | |||||||||
| Settlement<br> on or Purchases of Derivative Instruments | — | — | 282 | — | 18 | ||||||||||
| Loss (Gain)<br> on Financial Derivatives | (97 | ) | — | — | (97 | ) | 998 | ||||||||
| Amortization<br> of Debt Discount on Convertible Notes | — | — | — | — | 500 | ||||||||||
| Loss on<br> Extinguishment of Debt | — | — | 27 | — | 10 | ||||||||||
| Loss (Gain)<br> on Sale of Oil and Natural Gas Properties | 7 | (175 | ) | — | (168 | ) | — | ||||||||
| Gain on<br> Sale of Other Fixed Assets | — | — | — | (32 | ) | — | |||||||||
| Change<br> in Operating Assets and Liabilities: | |||||||||||||||
| Accounts<br> Receivable | 1,835 | (2,291 | ) | 2,277 | (177 | ) | 1,647 | ||||||||
| Inventory,<br> Oil in Tanks | 86 | 200 | (48 | ) | 87 | (66 | ) | ||||||||
| Prepaids,<br> Current | 220 | 331 | 212 | 645 | 672 | ||||||||||
| Accounts<br> Payable | (1,792 | ) | (355 | ) | 10,419 | (471 | ) | 12,274 | |||||||
| Accrued<br> Expenses | 601 | 455 | 41 | 1,655 | 1,071 | ||||||||||
| Other<br> Long-Term Assets and Liabilities | (369 | ) | 37 | 136 | (319 | ) | (885 | ) | |||||||
| Net<br> Cash (Used In) Provided By Operating Activities | 330 | (3,138 | ) | 12,811 | (1,195 | ) | 14,917 | ||||||||
| Cash Flows<br> From Investing Activities: | |||||||||||||||
| Disposal<br> of Oil and Natural Gas Properties | 400 | 175 | — | 575 | — | ||||||||||
| Capital<br> Expenditures - Oil and Natural Gas Properties | (453 | ) | (491 | ) | (18,616 | ) | (3,624 | ) | (48,759 | ) | |||||
| Disposal<br> of Other Fixed Assets | — | — | — | 49 | — | ||||||||||
| Purchase<br> of Other Fixed Assets | (12 | ) | (23 | ) | (20 | ) | (53 | ) | (139 | ) | |||||
| Cash<br> Paid for Right-of-Use Assets | (107 | ) | (111 | ) | (125 | ) | (331 | ) | (376 | ) | |||||
| Net<br> Cash Used In Investing Activities | (172 | ) | (450 | ) | (18,761 | ) | (3,384 | ) | (49,274 | ) | |||||
| Cash Flows<br> From Financing Activities: | |||||||||||||||
| Borrowings<br> on Credit Facility | — | 3,000 | — | 3,000 | 3,950 | ||||||||||
| Proceeds<br> from Promissory Notes - Related Party | 2,000 | 2,000 | — | 4,000 | 5,000 | ||||||||||
| Payments<br> on Promissory Note - Related Party | (2,000 | ) | — | — | (2,000 | ) | — | ||||||||
| Principal<br> Payments of Debt | (208 | ) | (200 | ) | (158 | ) | (429 | ) | (377 | ) | |||||
| Proceeds<br> from Rights Offering, net of transaction costs | 2,358 | — | — | 2,358 | 20,512 | ||||||||||
| Net<br> Proceeds from Warrant Exercise | — | — | — | — | 629 | ||||||||||
| Net<br> Cash Provided By Financing Activities | 2,150 | 4,800 | (158 | ) | 6,929 | 29,714 | |||||||||
| Net Change<br> in Cash | 2,308 | 1,212 | (6,108 | ) | 2,350 | (4,643 | ) | ||||||||
| Cash<br> - Beginning of Period | 2,293 | 1,081 | 9,258 | 2,251 | 7,793 | ||||||||||
| Cash<br> - End of Period | $ | 4,601 | $ | 2,293 | $ | 3,150 | $ | 4,601 | $ | 3,150 |
9
EmpirePetroleum Corporation
Non-GAAPInformation
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.
| Three<br> Months Ended | Nine<br> Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September<br> 30, | June<br> 30, | September<br> 30, | September<br> 30, | ||||||||||||
| 2025 | 2025 | 2024 | 2025 | 2024 | |||||||||||
| (in<br> thousands, except share data) | |||||||||||||||
| Net<br> Loss | $ | (3,844 | ) | $ | (5,056 | ) | $ | (3,641 | ) | $ | (13,121 | ) | $ | (12,005 | ) |
| Adjusted for: | |||||||||||||||
| Loss (gain)<br> on commodity derivatives | — | — | (470 | ) | — | 389 | |||||||||
| Settlement<br> on or purchases of derivative instruments | — | — | 282 | — | 18 | ||||||||||
| Loss (gain)<br> on financial derivatives | (97 | ) | — | — | (97 | ) | 998 | ||||||||
| Loss (gain)<br> on sale of oil and natural gas properties | 7 | (175 | ) | — | (168 | ) | — | ||||||||
| Gain<br> on sale of other fixed assets | — | — | — | (32 | ) | — | |||||||||
| Adjusted<br> Net Loss | $ | (3,934 | ) | $ | (5,231 | ) | $ | (3,829 | ) | $ | (13,418 | ) | $ | (10,600 | ) |
| Diluted<br> Weighted-Average Number of Common Shares Outstanding | 34,043,173 | 33,853,310 | 31,619,333 | 33,906,417 | 29,055,331 | ||||||||||
| Adjusted<br> Net Loss Per Common Share | $ | (0.12 | ) | $ | (0.15 | ) | $ | (0.12 | ) | $ | (0.40 | ) | $ | (0.36 | ) |
10
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.
| Three<br> Months Ended | Nine<br> Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September<br> 30, | June<br> 30, | September<br> 30, | September<br> 30, | ||||||||||||
| 2025 | 2025 | 2024 | 2025 | 2024 | |||||||||||
| (in<br> thousands) | |||||||||||||||
| Net<br> Loss | $ | (3,844 | ) | $ | (5,056 | ) | $ | (3,641 | ) | $ | (13,121 | ) | $ | (12,005 | ) |
| Add Back: | |||||||||||||||
| Interest<br> expense | 388 | 334 | 196 | 1,018 | 1,246 | ||||||||||
| DD&A | 2,794 | 2,576 | 2,596 | 7,596 | 6,763 | ||||||||||
| Accretion | 534 | 534 | 510 | 1,594 | 1,487 | ||||||||||
| Amortization<br> of right-of-use assets | 117 | 120 | 136 | 358 | 407 | ||||||||||
| EBITDA | $ | (11 | ) | $ | (1,492 | ) | $ | (203 | ) | $ | (2,555 | ) | $ | (2,102 | ) |
| Adjustments: | |||||||||||||||
| Stock-based<br> compensation | 238 | 486 | 335 | 1,255 | 1,637 | ||||||||||
| Loss (gain)<br> on commodity derivatives | — | — | (470 | ) | — | 389 | |||||||||
| Settlement<br> on or purchases of derivative instruments | — | — | 282 | — | 18 | ||||||||||
| Loss (gain)<br> on financial derivatives | (97 | ) | — | — | (97 | ) | 998 | ||||||||
| Loss (gain)<br> on sale of oil and natural gas properties | 7 | (175 | ) | — | (168 | ) | — | ||||||||
| Gain<br> on sale of other fixed assets | — | — | — | (32 | ) | — | |||||||||
| Adjusted<br> EBITDA | $ | 137 | $ | (1,181 | ) | $ | (56 | ) | $ | (1,597 | ) | $ | 940 |
11