U.S. Energy details $7.3M equity sales to Roth

U.S. Energy Corp. reported additional unregistered equity sales under its existing Common Stock Purchase Agreement with Roth Principal Investments.

Rhea-AI Filing Summary

U.S. Energy Corp. reported additional unregistered equity sales under its existing Common Stock Purchase Agreement with Roth Principal Investments. Since its prior February 10, 2026 report, the company issued and sold an additional 6,525,843 shares of common stock to Roth for total proceeds of $7,300,223, representing approximately 19.1% of shares outstanding as of September 30, 2025. Within this amount, 1,425,000 shares, about 4.0% of those shares outstanding, were sold once the average price paid by Roth reached at least $1.2788, as determined by the agreement. A sale completed on March 2, 2026 pushed cumulative issuances above the 5% threshold that triggers this disclosure. These shares were sold in a private placement relying on Section 4(a)(2) of the Securities Act, and a Form S-1 for Roth’s resale of these shares is already effective. Following these transactions, U.S. Energy has 44,269,192 common shares issued and outstanding.

Positive

• None.

Negative

• Significant dilution of existing shareholders: U.S. Energy issued 6,525,843 new shares under the Roth equity line, equal to about 19.1% of its common shares outstanding as of September 30, 2025, materially increasing the share count.
• Ongoing capacity for further issuance: The Purchase Agreement permits sales of up to $25,000,000 of stock, so additional equity issuance beyond the $7,300,223 already raised remains available and could further expand the share base.

Insights

Capital structure analyst

U.S. Energy has materially increased its share count via an equity line with Roth.

U.S. Energy Corp. used its Common Stock Purchase Agreement with Roth Principal Investments to raise $7,300,223 by issuing 6,525,843 additional shares. This represents about 19.1% of the company’s common shares outstanding as of September 30, 2025, a sizable expansion of the equity base.

The agreement allows the company, at its discretion, to sell up to $25,000,000 of stock, so more issuances remain possible. One tranche of 1,425,000 shares, about 4.0% of prior shares outstanding, was triggered once Roth’s average purchase price reached at least $1.2788, tying part of the issuance to pricing conditions in the contract.

A Form S-1 registering Roth’s resale of these shares is already effective, which means these privately placed shares can be resold into the market. Subsequent disclosures in future reports will show whether the company continues to draw on this facility and how the total share count evolves.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

FAQ

What did U.S. Energy Corp. (USEG) disclose in this 8-K?

U.S. Energy disclosed additional unregistered stock sales to Roth Principal Investments under a Common Stock Purchase Agreement, issuing 6,525,843 new shares for $7,300,223 in proceeds and updating its total common shares outstanding to 44,269,192.

How many shares did U.S. Energy (USEG) issue to Roth Principal Investments?

U.S. Energy issued 6,525,843 additional common shares to Roth Principal Investments. This block represents approximately 19.1% of the company’s common stock that was outstanding as of September 30, 2025 under the ongoing purchase agreement.

How much capital did U.S. Energy (USEG) raise through these new share sales?

The company raised total gross proceeds of $7,300,223 from selling 6,525,843 shares of common stock to Roth Principal Investments, under its previously signed Common Stock Purchase Agreement that authorizes up to $25,000,000 in potential issuances.

What pricing condition applied to part of U.S. Energy’s recent share sales?

For 1,425,000 of the issued shares, U.S. Energy sold them once Roth’s average purchase price for all shares under the agreement equaled or exceeded $1.2788, a threshold tied to Nasdaq closing prices around the Purchase Agreement’s execution.

Why did U.S. Energy (USEG) file this 8-K under Item 3.02?

A sale completed on March 2, 2026 caused the cumulative issuance under the agreement to exceed 5% of prior outstanding shares. Crossing this 5% level triggered the need to disclose the unregistered equity sales under Item 3.02.

How many U.S. Energy (USEG) shares are now outstanding after these issuances?

Following the described share issuances to Roth Principal Investments, U.S. Energy reported that it has 44,269,192 shares of common stock issued and outstanding as of the date of the report filed under Form 8-K.

How were U.S. Energy’s new shares to Roth Principal Investments registered for resale?

The shares were initially sold in a private placement relying on Section 4(a)(2) of the Securities Act. U.S. Energy then filed a Form S-1 registration statement for Roth’s resale of these shares, which was declared effective on December 1, 2025.

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Accepted by SEC EDGAR 03/03/2026 - 09:55 PM Learn about SEC filing dates

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US ENERGY CORP

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): March 2, 2026

U.S. ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware		000-06814		83-0205516
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1616 S. Voss, Suite 725, Houston, Texas		77057
(Address of principal executive offices)		(Zip Code)

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):

☐	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 exchange on which registered
Common Stock, $0.01 par value		USEG		The NASDAQ Stock Market LLC (Nasdaq Capital Market)

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 3.02 Unregistered Sales of Equity Securities.

As previously reported in the Current Report on Form 8-K filed by U.S. Energy Corp. (the “Company”, “we” and “us”) with the Securities and Exchange Commission (the “Commission”) on October 9, 2025 (the “October 2025 Form 8-K”), on October 9, 2025, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) dated as of October 9, 2025, with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, in its sole discretion, to sell to Roth Principal Investments up to $25,000,000 of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement.

Since the Current Report on Form 8-K filed by the Company on February 10, 2026, to report the sale of 2,022,539 shares of Common Stock to Roth Principal Investments pursuant to the Purchase Agreement, for aggregate gross proceeds of $2,002,509, the Company has issued and sold an aggregate of an additional 6,525,843 shares of Common Stock to Roth Principal Investments pursuant to the Purchase Agreement, representing approximately 19.1% of the Company’s outstanding shares of common stock as of September 30, 2025 for total proceeds of $7,300,223. Of such shares, 1,425,000 shares, representing approximately 4.0% of the Company’s outstanding shares of common stock as of September 30, 2025, were sold at a price determined in accordance with the Purchase Agreement at the time the average price per share paid by Roth Principal Investments for all of the shares of Common Stock that we directed Roth Principal Investments to purchase from us pursuant to the Purchase Agreement equaled or exceeded $1.2788 (representing the lower of (a) the official closing price of our Common Stock on Nasdaq immediately preceding the execution of the Purchase Agreement and (b) the average official closing price of our Common Stock on Nasdaq for the five consecutive trading days immediately preceding the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account, among other things, our issuance of the Commitment Shares to Roth Principal Investments). A sale transaction completed on March 2, 2026, resulted in the 5% threshold being exceeded and triggering the disclosure requirements of Item 3.02 of Form 8-K.

The shares were issued in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering. Roth Principal Investments represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and that it acquired the shares for investment purposes and not with a view to distribution. The Company filed a Form S-1 Registration Statement to register the resale of the shares sold under the Purchase Agreement as discussed above, which was declared effective with the Commission on December 1, 2025.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit10.1 to the October 2025 Form 8-K, and is incorporated herein by reference.

As a result of the issuances described above, as of the date of this Report, we have 44,269,192 shares of common stock issued and outstanding.

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.

	U.S. ENERGY CORP.
	By:	/s/ Ryan Smith
		Ryan Smith
		Chief Executive Officer

Dated: March 3, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB