[8-K] US ENERGY CORP Reports Material Event

Rhea-AI Filing Summary

U.S. Energy Corp. filed a current report to share a new February 2026 investor presentation and to highlight its upcoming appearance at the Emerging Growth Conference. The materials describe an integrated industrial gas, energy, and carbon management platform built around the Big Sky Carbon Hub and Cut Bank oil field in Montana.

The company emphasizes three independent revenue streams—helium, carbon management, and oil—from a fully owned and operated asset base. Management notes that approximately $22 million has already been invested and that wells are drilled with key milestones underway, positioning 2026 as a focused execution year aimed at reaching meaningful cash flow beginning in 2027.

false 0000101594 0000101594 2026-02-25 2026-02-25

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 25, 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		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 7.01. Regulation FD Disclosure.

On February 25, 2026, U.S. Energy Corp. (the "Company") posted a February 2026 investor presentation on its website. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

In addition, on February 26, 2026, the Company is scheduled to present at The Emerging Growth Conference at 12:00 PM Eastern Time. Interested parties may register to attend the presentation at https://emerginggrowth.com/conference/. A copy of the press release announcing the Company's participation in the conference is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.

The information responsive to Item 7.01 of this Form 8-K and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for 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 expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1*		February 2026 U.S. Energy Investor Presentation
99.2**		U.S. Energy Corp. Press Release
104		Inline XBRL for the cover page of this Current Report on Form 8-K

* Furnished herewith

** Furnished herewith

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, contain forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release and presentation as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements, which include, without limitation, risks associated with changes in inflation and interest rates and possible recessions; the ability of the Company to retain and hire key personnel; the business, economic and political conditions in the markets in which the Company operates; fluctuations in oil and natural gas prices, uncertainties inherent in estimating quantities of oil and natural gas reserves and projecting future rates of production and timing of development activities; competition; operating risks; drilling, completions, workovers and other activities and the anticipated costs and results of such activities; the Company’s anticipated operational results for 2026 including, but not limited to, estimated or anticipated production levels, capital expenditures and drilling plans; acquisition risks; liquidity and capital requirements; the effects of governmental regulation; anticipated future production and revenue; drilling plans including the timing of drilling, commissioning, and startup and the impact of delays thereon; adverse changes in the market for the Company’s oil and natural gas production; dependence upon third-party vendors; economic uncertainty relating to increased inflation and global conflicts; the lack of capital available on acceptable terms to finance the Company’s continued growth; the review and evaluation of potential strategic transactions and their impact on stockholder value; the process by which the Company engages in evaluation of strategic transactions; the outcome of potential future strategic transactions and the terms thereof; political conditions in or affecting oil and natural gas producing regions and/or pipelines, including in Eastern Europe, the Middle East and South America; the Company’s ability to maintain the listing of its common stock on Nasdaq; and others, including those referenced in the press release and presentation and the Company’s filings with the Securities and Exchange Commission. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and in the “Investors” – “SEC Filings” section of the Company’s website at https://usnrg.com. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.  

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 25, 2026

Exhibit 99.1

Exhibit 99.2

U.S. Energy Corp. Highlights Integrated Platform in New Investor Presentation and Emerging Growth Conference Appearance.

HOUSTON, February 25, 2026 — U.S. Energy Corp. (NASDAQ: USEG) (“U.S. Energy” or the “Company”), an integrated energy company advancing a diversified industrial gas, energy, and carbon management platform, today released a new investor presentation highlighting its vertically integrated strategy, differentiated asset base, and operational milestones through 2027. The Company also announced its upcoming participation in the Emerging Growth Conference.

"Our new investor presentation highlights what we believe is a differentiated opportunity in the public markets — a fully integrated helium and carbon management platform with three independent revenue streams, firm federal policy support, and a clear path to meaningful cash flow beginning in 2027," said Ryan Smith, President and Chief Executive Officer. "With $22 million already invested, wells drilled, and key milestones actively in progress — including the advancement of our CO₂-EOR program at our Cut Bank oil field — 2026 represents a focused execution year as we continue advancing the platform towards its next stage of value creation."

New Investor Presentation

U.S. Energy’s new investor presentation provides additional detail for investors that are new to the U.S. Energy story, highlighting the Company’s differentiated positioning within the industrial gas and carbon management landscape, operational execution across its asset base, the value of its vertically integrated platform, and defined development roadmap. Highlights from the presentation include:

● One asset. Three revenue streams. The Big Sky Carbon Hub controls 1.3 BCF of certified helium and 444 BCF of CO₂ resources, integrated with the wholly owned Cut Bank oil field, creating three monetization pathways: helium sales, Section 45Q-backed carbon management, and CO₂-enhanced oil recovery. The asset base is 100% owned and operated with a 50+ year reserve life and minimal third-party dependencies.

● $92 million of projected Phase 1 Section 45Q tax credits. As an early mover in U.S. CCUS, the Company expects to qualify for $85 per metric ton of CO₂ captured, utilized, and sequestered under Section 45Q, providing a policy-supported, commodity-independent revenue stream.

● Compelling valuation relative to forward cash flow. At an enterprise value of approximately $40 million, the Company trades at approximately 2.5x estimated 2027 EBITDA based on management forecasts, representing a substantial discount to its internally estimated Phase 1 net asset value and to trading multiples typically observed in comparable industrial gas and carbon infrastructure companies.

● Execution momentum. $22 million invested to date; development wells drilled; MRV applications filed with the EPA; plant FID targeted for Q2 2026; and initial helium sales, carbon management operations, and CO₂-EOR activity expected to commence in Q1 2027.

● Multiple near-term catalysts in 2026. Execution of a long-term helium offtake agreement, anticipated EPA MRV approvals, and continued advancement of CO₂-EOR development represent independent operational milestones expected within the coming quarters.

● Aligned leadership. Management and insiders own approximately 36% of outstanding shares, directly aligning leadership with shareholder interests.

The new investor presentation is available in at the Company’s website at www.usnrg.com, or directly at USEG Investor Presentation

Upcoming Conference Participation

U.S. Energy invites investors, analysts, and members of the financial community to attend its live, interactive presentation at the Emerging Growth Conference on February 26, 2026, at 12:00 p.m. Eastern Time.

President and CEO Ryan Smith will provide a company overview and discuss the Company’s strategy, asset base, and near-term milestones, followed by a question-and-answer session.

Participants may submit questions in advance to Questions@EmergingGrowth.com.

Registration is available at: Presentation Registration Link.

A replay of the presentation will also be made available in the Investor Relations section of the Company’s website following the event.

ABOUT U.S. ENERGY CORP.

U.S. Energy Corp. (NASDAQ: USEG) is building an integrated energy and carbon management platform. The Company owns and operates the Big Sky Carbon Hub and Cut Bank oil field in Montana, generating three independent revenue streams — helium, carbon management, and oil — from a fully owned and operated asset base. U.S. Energy is positioned at the intersection of critical supply, domestic energy production, and federal energy policy. More information can be found at www.usnrg.com.

INVESTOR RELATIONS CONTACT

Mason McGuire

IR@usnrg.com

(303) 993-3200

www.usnrg.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: (1) the ability of the Company to grow and manage growth profitably and retain its key employees; (2) the ability of the Company to close previously announced transactions and the terms of such transactions; (3) risks associated with the integration of recently acquired assets; (4) the Company’s ability to comply with the terms of its senior credit facilities; (5) the ability of the Company to retain and hire key personnel; (6) the business, economic and political conditions in the markets in which the Company operates; (7) the volatility of oil and natural gas prices; (8) the Company’s success in discovering, estimating, developing and replacing oil and natural gas reserves; (9) risks of the Company’s operations not being profitable or generating sufficient cash flow to meet its obligations; (10) risks relating to the future price of oil, natural gas and NGLs; (11) risks related to the status and availability of oil and natural gas gathering, transportation, and storage facilities; (12) risks related to changes in the legal and regulatory environment governing the oil and gas industry, and new or amended environmental legislation and regulatory initiatives; (13) risks relating to crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; (14) technological advancements; (15) changing economic, regulatory and political environments in the markets in which the Company operates; (16) general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict; (17) actions of competitors or regulators; (18) 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; (19) pandemics, governmental responses thereto, economic downturns and possible recessions caused thereby; (20) inflationary risks and recent changes in inflation and interest rates, and the risks of recessions and economic downturns caused thereby or by efforts to reduce inflation; (21) risks related to military conflicts in oil producing countries; (22) changes in economic conditions; limitations in the availability of, and costs of, supplies, materials, contractors and services that may delay the drilling or completion of wells or make such wells more expensive; (23) the amount and timing of future development costs; (24) the availability and demand for alternative energy sources; (25) regulatory changes, including those related to carbon dioxide and greenhouse gas emissions; (26) uncertainties inherent in estimating quantities of oil and natural gas reserves and projecting future rates of production and timing of development activities; (27) risks relating to the lack of capital available on acceptable terms to finance the Company’s continued growth; (28) the review and evaluation of potential strategic transactions and their impact on stockholder value and the process by which the Company engages in evaluation of strategic transactions; and (29) other risk factors included from time to time in documents U.S. Energy files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly filed reports, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and future annual reports and quarterly reports. These reports and filings are available at www.sec.gov. Unknown or unpredictable factors also could have material adverse effects on the Company’s future results.

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. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. 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. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 11.4 KB
• EX-99.2 EXHIBIT 99.2 22.7 KB

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