US Energy (NASDAQ: USEG) CFO awarded 375,000 options, disposes shares for taxes

Rhea-AI Filing Summary

US Energy Corp CFO Mark L. Zajac reported mixed equity transactions involving company stock and options. He received a grant of 375,000 stock options with a right to buy shares at an exercise price of $0.0000 per share, issued as consideration for services as an officer. These nonqualified stock options were granted under the U.S. Energy Corp. 2022 Equity Incentive Plan and vest in two equal installments of 187,500 options on January 2, 2027 and 187,500 options on January 2, 2028, contingent on his continued service. In a separate transaction on common stock, 20,490 shares were disposed of at $1.0000 per share to satisfy tax withholding obligations from exempt stock gains, leaving him with 299,446 common shares held directly after that tax-related disposition.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zajac Mark L.

(Last) (First) (Middle)

C/O U.S. ENERGY CORP.

1616 S. VOSS, SUITE 725

(Street)

HOUSTON TX 77057

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		F(1)		20,490	D	$1	299,446	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$1.11	03/04/2026		A		375,000		(2)	03/04/2036	Common Stock	375,000	$0(3)	375,000	D

Explanation of Responses:

1. Represents payment of tax withholding from exempt stock gains.

2. Nonqualified Stock Options granted on March 4, 2026 pursuant to the U.S. Energy Corp. 2022 Equity Incentive Plan. The options vest in two equal annual installments of 50% each: 187,500 options on January 2, 2027 and 187,500 options on January 2, 2028, subject to the Reporting Person's continued service with the Issuer on such vesting dates.

3. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as an officer of the Issuer.

	/s/ Mark L. Zajac	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did USEG CFO Mark L. Zajac report on this Form 4?

Mark L. Zajac reported two transactions: a grant of 375,000 stock options and a tax-related disposition of 20,490 common shares. The options were granted for officer services and the share disposition covered tax withholding from exempt stock gains.

How many US Energy (USEG) stock options were granted to the CFO and on what terms?

The CFO received 375,000 nonqualified stock options with an exercise price of $0.0000 per share. They were granted under the 2022 Equity Incentive Plan as consideration for services rendered and to be rendered as an officer of US Energy Corp.

What is the vesting schedule for the 375,000 US Energy (USEG) stock options?

The 375,000 options vest in two equal annual installments, 187,500 options on January 2, 2027 and 187,500 options on January 2, 2028. Vesting is conditioned on Mark L. Zajac’s continued service with US Energy on each vesting date.

Why did the USEG CFO dispose of 20,490 common shares and at what price?

He disposed of 20,490 common shares at $1.0000 per share to pay tax withholding arising from exempt stock gains. This was reported with transaction code F, indicating shares delivered for tax obligations rather than an open-market sale.

What is Mark L. Zajac’s direct common share ownership in USEG after the reported transactions?

After the tax-withholding disposition of 20,490 common shares, Mark L. Zajac directly holds 299,446 common shares of US Energy Corp. This reflects his remaining direct ownership following the Form 4 transactions disclosed.

Under which plan were the US Energy (USEG) stock options granted to the CFO?

The 375,000 nonqualified stock options were granted under the U.S. Energy Corp. 2022 Equity Incentive Plan. They were issued as compensation for services rendered and agreed to be rendered by Mark L. Zajac in his role as an officer.