EMPIRE PETROLEUM CORP 8-K

What Happened

• On February 19, 2026, Empire Petroleum Corporation announced it issued a Promissory Note for $3,000,000 to Phil E. Mulacek. The funds were advanced to the company on that date and are to be used to repay debt and for general working capital.
• The Note matures May 19, 2026, carries a 5.5% annual interest rate (stepping to 9% on any unpaid principal after maturity), and permits conversion of all or part of the principal into common stock at $2.99 per share.

Key Details

• Principal: $3,000,000 advanced on February 19, 2026.
• Maturity & Interest: Matures May 19, 2026; 5.5% per annum interest; unpaid principal accrues 9% after maturity.
• Conversion: Conversion price $2.99/share; full conversion would equal 1,003,344 shares; accrued interest on converted principal is paid in cash at conversion.
• Prepayment & Listing: Note may be prepaid without penalty with 5 business days’ notice; company will seek NYSE American approval for listing the underlying shares.
• Reporting items: Filed as Item 1.01 (material agreement) and also reflects creation of a direct financial obligation and potential unregistered sale of equity upon conversion.

Why It Matters

• The Note provides Empire with immediate liquidity to address debt and working capital needs but creates a near-term obligation due in ~3 months that will increase interest expense if unpaid.
• Conversion right could dilute existing shareholders by up to about 1.0 million shares if the full principal is converted, so investors should consider potential dilution and the company’s short-term financing needs when assessing the company’s outlook.
• The terms (short maturity, higher default interest rate, and conversion features) are material to holders because they affect the company’s capital structure and near-term cash requirements.