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2026-06-03
2026-06-03
BIG SKY INDUSTRIAL INC.--12-31
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): June 3, 2026
U.S. ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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000-06814
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83-0205516
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1616 S. Voss, Suite 725, Houston, Texas
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77057
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (303) 993-3200
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 (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, $0.01 par value
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USEG
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NASDAQ Stock Market LLC (Nasdaq Capital Market)
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Change in Company Name
The Board of Directors (the “Board”) of U.S. Energy Corp. (the “Company”, “we” and “us”), approved an amendment to the Company’s Certificate of Incorporation (the “Charter”), to change the Company’s name to Big Sky Industrial Inc. (the “Name Change”). On June 3, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Charter, which will effect the Name Change effective at 12:01 a.m. on June 8, 2026. Pursuant to Section 242(d)(1) of the General Corporation Law of the State of Delaware (“DGCL”), the Name Change did not require approval of the Company’s stockholders and will not affect the rights of the Company’s security holders. A copy of the Certificate of Amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Additionally, the Board approved an amendment to the Company’s Amended and Restated Bylaws solely to reflect the Name Change (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws will become effective immediately after the Name Change on June 8, 2026. In accordance with the DGCL and the provisions of the Company’s organizational documents, the Board approved the Amended and Restated Bylaws, and stockholder approval was not required for such amendment. A copy of the Amended and Restated Bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.
There were no other changes to the Charter or the Bylaws except as disclosed in this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On June 4, 2026, the Company issued a press release announcing the Name Change and Symbol Change (discussed below). A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “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, and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
New Nasdaq Ticker Symbol
At the market open on June 8, 2026, the trading symbol of the Company’s common stock on The Nasdaq Capital Market is expected to change to “BSIN”, to better reflect the Company’s new name (the “Symbol Change”).
There will be no change in the Company’s CUSIP number in connection with the Name Change.
New Corporate Website
In connection with the Name Change, the Company launched a new corporate website: www.bigskyindustrialinc.com. The Company’s investor relations information, including press releases and links to the Company’s filings with the Securities and Exchange Commission, will now be found on this website. The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the Company’s corporate governance documents, including the charters of the committees of the Board and Code of Ethics and Conduct, are available on this website. Any amendments to or waivers of the Company’s Code of Ethics and Conduct will be disclosed on this website.
Certificates
The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s common stock will continue to be traded on The Nasdaq Capital Market. Following the Name Change, the stock certificates of the Company which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to the Certificate of Incorporation of U.S. Energy Corp. as filed with the Secretary of State of Delaware on June 3, 2026, and effective on June 8, 2026
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3.2
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Amended and Restated Bylaws of Big Sky Industrial Inc. effective June 8, 2026
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99.1
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Press Release, dated June 4, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
Date: June 4, 2026
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U.S. ENERGY CORP.
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By: /s/ Ryan Smith
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Ryan Smith
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Chief Executive Officer
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Exhibit 99.1
U.S. Energy Corp. Announces Corporate Rebrand to Big Sky Industrial Inc.
New Name Reflects Company Shift to Integrated Industrial Gas, Energy and Carbon Management Strategy
HOUSTON, TX., June 4, 2026 — U.S. Energy Corp. (NASDAQ: USEG) (“Big Sky Industrial” or the “Company”), an integrated industrial gas, energy, and carbon management company, today announced the official change of its corporate name and Nasdaq ticker symbol, both effective June 8, 2026, to Big Sky Industrial Inc. (NASDAQ: BSIN). The change aligns the Company’s public market identity with its core operating strategy: the development and commercialization of helium and carbon management assets at its planned wholly owned and operated Big Sky Carbon Hub in Montana’s Kevin Dome region. Effective June 8, 2026, the Company’s new corporate website is www.bigskyindustrialinc.com and its CUSIP number remains unchanged at 911805307.
MANAGEMENT COMMENTARY
“Big Sky Industrial is an industrial gas and carbon management company, and as of today our name says exactly that," said Ryan Smith, President and Chief Executive Officer of Big Sky Industrial. "We are on our way to being an industrial gas producer with contracted cash flow, a carbon management business with meaningful Section 45Q tax credit value, and a low-decline oil operation integrated into our platform as a captive CO₂ outlet. Over the past 18 months we have divested non-core oil and gas assets and redirected the proceeds into the largest organic development project in our history: the Big Sky Carbon Hub. We have reached Final Investment Decision on the processing facility, completed our Phase 1 capital stack, and signed a five-year, 100 percent take-or-pay helium offtake agreement with an investment-grade global industrial gas counterparty. The name makes that identity clear to investors, customers, and partners.”
Mr. Smith continued, “Helium is a federally designated critical mineral with no viable substitute across its most important end markets — semiconductors, medical imaging, rocket propulsion, quantum computing, and fiber optic infrastructure. Global supply is structurally constrained and concentrated in regions with meaningful geopolitical risk. Big Sky Carbon Hub is being built to provide reliable, contracted domestic supply of this critical industrial gas. Our new name reflects that mission and positions us accurately within the global industrial gas and critical minerals value chain.”
NAME AND TICKER CHANGE DETAILS
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Former Corporate Name:
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U.S. Energy Corp.
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New Corporate Name:
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Big Sky Industrial Inc.
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Former Ticker Symbol:
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USEG
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New Ticker Symbol:
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BSIN
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Exchange:
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Nasdaq Capital Market
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Effective Date:
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June 8, 2026
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New Website:
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www.bigskyindustrialinc.com
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CUSIP:
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911805307 (unchanged)
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Transfer Agent:
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Computershare
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No action is required by existing shareholders in connection with the name change. All existing shares of common stock will automatically represent shares of Big Sky Industrial Inc. and are expected to begin trading under the new ticker symbol BSIN on June 8, 2026. The number of authorized shares, shares outstanding, par value, and all other terms of the common stock remain unchanged.
ABOUT BIG SKY INDUSTRIAL INC.
Big Sky Industrial Inc. (NASDAQ: BSIN), formerly U.S. Energy Corp. (NASDAQ: USEG), is a Houston-based industrial gas, carbon management, and energy company with operations focused on the Big Sky Carbon Hub and Cut Bank oil field in Montana’s Kevin Dome region. The Company’s asset base supports three distinct business lines: helium production, carbon management, and low-decline oil production. Big Sky Industrial is focused on developing an integrated platform that leverages helium as a federally designated critical mineral, carbon management opportunities supported by Section 45Q federal tax credits, and conventional oil production from its owned and operated assets. The Company’s operations are designed to generate revenue from multiple independent sources across helium, carbon management, and oil. For more information, please visit www.bigskyindustrialinc.com.
MEDIA CONTACT
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media@bigskyindustrialinc.com
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@BSIN_IR
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Big Sky Industrial Inc
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INVESTOR RELATIONS CONTACT
Mason McGuire
IR@bigskyindustrialinc.com
(303) 993-3200
www.bigskyindustrialinc.com
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, risks relating to: the Company’s ability to complete construction of the Big Sky Carbon Hub on time and on budget; the Company’s ability to comply with the terms of its senior credit facilities; the Company’s access to capital on acceptable terms and potential dilution caused thereby; the volatility of commodity prices, including helium, oil and natural gas; the Company’s success in discovering, estimating, developing and replacing reserves; risks related to the status and availability of gathering, transportation, processing, and storage facilities; risks relating to regulatory changes, including those related to the Section 45Q tax credit, carbon dioxide and greenhouse gas emissions; the business, economic and political conditions in the markets in which the Company operates; actions of competitors or regulators; inflationary risks and changes in interest rates; the potential disruption or interruption of the Company’s operations due to war, accidents, political events, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the Company’s control; and other risk factors included from time to time in documents the Company files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. These reports and filings are available at www.sec.gov.
The Company cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements included in this communication are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. The Company undertakes no obligation to update these statements after the date of this release, except as required by law.