U.S. Energy Corp. (USEG) sells 2,022,539 shares to Roth Principal under stock purchase deal

Rhea-AI Filing Summary

U.S. Energy Corp. reported an unregistered sale of equity under its Common Stock Purchase Agreement with Roth Principal Investments, LLC. Since its last Form 10-Q, the company issued and sold 2,022,539 shares of common stock for aggregate gross proceeds of $2,002,509.10.

These issuances equal approximately 5.7% of the company’s outstanding common shares as of September 30, 2025, with a February 10, 2026 sale pushing issuances above the 5% disclosure threshold. The shares were sold privately under Section 4(a)(2), and their resale is covered by an effective Form S-1 registration statement.

Insights

Equity capital markets analyst

U.S. Energy raised about $2.0 million through a 5.7% equity issuance under its existing purchase agreement.

U.S. Energy Corp. used its Common Stock Purchase Agreement with Roth Principal Investments to issue 2,022,539 shares of common stock, generating gross proceeds of $2,002,509.10. This taps a larger facility that permits sales of up to $25,000,000 of common stock over time.

The disclosed issuance represents roughly 5.7% of shares outstanding as of September 30, 2025, indicating modest dilution in exchange for added capital. Because the shares were sold privately under Section 4(a)(2) and their resale is registered on an effective Form S-1, future trading activity will depend on Roth Principal Investments’ decisions and broader market conditions.

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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): February 10, 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 Company’s last periodic report on Form 10-Q filed with the Commission on November 12, 2025, the Company has issued and sold an aggregate of 2,022,539 shares of Common Stock to Roth Principal Investments pursuant to the Purchase Agreement, for aggregate gross proceeds of $2,002,509.10. These issuances represent approximately 5.7% of the Company’s outstanding shares of common stock as of September 30, 2025, with a sale transaction completed on February 10, 2026 resulting 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.

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: February 13, 2026

FAQ

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

U.S. Energy Corp. disclosed an unregistered sale of common stock to Roth Principal Investments under a previously signed Common Stock Purchase Agreement, issuing 2,022,539 shares for gross proceeds of $2,002,509.10 and crossing the 5% issuance threshold that triggers Item 3.02 reporting.

How many shares did U.S. Energy Corp. issue to Roth Principal Investments?

U.S. Energy Corp. issued and sold an aggregate of 2,022,539 shares of its common stock to Roth Principal Investments. These shares were sold under the existing Common Stock Purchase Agreement and represent approximately 5.7% of the company’s outstanding common shares as of September 30, 2025.

How much capital did U.S. Energy Corp. raise in this unregistered equity sale?

The company raised aggregate gross proceeds of $2,002,509.10 from selling 2,022,539 common shares to Roth Principal Investments. This capital was raised under a broader Purchase Agreement that allows U.S. Energy to sell up to $25,000,000 of common stock over its term.

Why did the U.S. Energy Corp. transaction trigger Item 3.02 of Form 8-K?

Item 3.02 was triggered because the aggregate shares issued since the last Form 10-Q reached approximately 5.7% of outstanding common stock as of September 30, 2025. A sale completed on February 10, 2026 caused the issuance to exceed the 5% threshold requiring this specific disclosure.

Under what securities law exemption did U.S. Energy Corp. issue these shares?

U.S. Energy Corp. relied on Section 4(a)(2) of the Securities Act of 1933, treating the issuance as a private offering. Roth Principal Investments represented that it is an accredited investor and acquired the shares for investment purposes, not with a view to distribution.

Is the resale of the U.S. Energy Corp. shares to Roth Principal Investments registered?

Yes. U.S. Energy Corp. filed a Form S-1 registration statement to register the resale of shares sold under the Purchase Agreement. That registration statement was declared effective by the Securities and Exchange Commission on December 1, 2025, allowing Roth Principal Investments to resell those shares.

Filing Exhibits & Attachments

4 documents

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• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
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