US ENERGY CORP SEC Filings

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.

U.S. Energy Corp.’s CEO Ryan Lewis Smith reported a tax-related share withholding. On 01/05/2026, 20,834 shares of U.S. Energy Corp common stock were withheld at $0.99 per share under transaction code F, which indicates shares were used to pay tax withholding on exempt stock grants. After this transaction, Smith directly beneficially owned 1,162,205 shares of U.S. Energy Corp common stock.

U.S. Energy Corp. (USEG) filed a Form 8-K to provide newly dated expert consents connected to its previously filed registration statement on Form S-1. The company obtained an updated consent from Weaver and Tidwell, L.L.P., its independent registered public accounting firm, allowing their audit report on the December 31, 2024 and 2023 consolidated financial statements, originally included in the Form 10-K, to be incorporated by reference into the Form S-1. U.S. Energy Corp. also obtained a new consent from On Point Resources, Inc. for the use of its report on certain estimated proved oil and natural gas reserves and related future net income disclosures as of December 31, 2024. Both firms additionally consent to being named under the “Experts” section of the Form S-1 prospectus, and these consents are filed as Exhibits 23.1 and 23.2.

U.S. Energy Corp. (USEG) reported that it furnished a press release with its financial results for the three and nine months ended September 30, 2025. The press release is attached as Exhibit 99.1 to this current report on Form 8-K and includes reconciliations for any non-GAAP financial measures.

The company states that the information in this report and Exhibit 99.1 is furnished, not filed, and is therefore not subject to Section 18 liability. The filing also includes a customary forward-looking statements caution, referencing risks such as commodity price volatility, operational execution, capital needs, and regulatory changes.

U.S. Energy Corp. (USEG) reported a weaker Q3 2025. Revenue was $1.74 million, down from $4.96 million a year ago, driven by lower oil volumes/prices and asset sales. The company recorded a net loss of $3.34 million versus a $2.25 million loss last year, as impairments and operating costs outweighed reduced sales.

For the nine months, revenue was $5.96 million (from $16.39 million) with a net loss of $12.51 million. Operating cash flow was negative $6.28 million. Cash and equivalents were $1.42 million, and shareholders’ equity was $25.04 million at September 30, 2025. The company recorded a $0.9 million ceiling test write-down in Q3 and expects an additional $0.8–$1.8 million write-down in Q4 due to lower commodity prices.

USEG raised approximately $11.9 million net in an underwritten offering in January and extended its credit facility maturity to May 31, 2029 while the borrowing base was reduced to $10.0 million; there were no borrowings outstanding at quarter-end. Subsequent to quarter-end, the company borrowed $1.0 million and established a discretionary equity facility of up to $25.0 million, with a 4.99% beneficial-ownership blocker and a 19.99% issuance cap.

U.S. Energy Corp. (USEG) reported insider ownership changes tied to a non-cash distribution on October 28, 2025. The filing was made jointly by John A. Weinzierl and Katla Energy Holdings LLC, with Mr. Weinzierl listed as a Director and 10% Owner.

Synergy Offshore LLC distributed 1,400,000 shares of Common Stock to its parent and then to members, including 796,761 shares to Katla, at a price of $0 (transaction code J). Following the transactions, Katla held 5,650,326 shares directly. The John Alfred Weinzierl 2020 Trust held 3,124,893 shares indirectly, and Mr. Weinzierl held 497,826 shares directly, which include 40,000 restricted shares scheduled to vest on January 1, 2026.

The remarks note a Nominating and Voting Agreement under which certain parties may be deemed a Section 13(d) “group” that beneficially owns more than 10% in aggregate; the reporting persons disclaim beneficial ownership beyond their pecuniary interests.

US Energy Corp (USEG) insider filing: On 10/28/2025, Synergy Offshore LLC distributed 1,400,000 shares of common stock to its parent Synergy Producing Properties, LLC, which then distributed those shares to its members. King Oil & Gas Company, Inc. received 332,329 shares in this in‑kind distribution, recorded at $0 consideration (transaction code J).

Following these transactions, Mr. Duane H. King and King Oil each report beneficial ownership of less than 10% of USEG, and Synergy Offshore LLC reports no remaining shares. The filing also notes that 20,000 restricted shares held by Mr. King remain subject to time‑based vesting on January 1, 2026, contingent on continued service.

US Energy Corp (USEG) insiders reported open‑market sales of common stock on multiple dates. Transactions occurred on 10/23/2025, 10/24/2025, and 10/27/2025 at weighted average prices of $1.2594, $1.2538, and $1.2504, respectively. Footnotes state price ranges of $1.23–$1.325, $1.24–$1.29, and $1.23–$1.27.

Reported holdings are shown across affiliated entities, including SRC Management Company, LP, Banner Oil & Gas, LLC, Woodford Petroleum, LLC, and Sage Road Energy II, LP, with Mr. Joshua L. Batchelor and Mr. Benjamin A. Stamets identified as co‑Managing Partners of Sage Road Capital, LLC. The filing notes a Voting Agreement among certain parties that may constitute a Section 13(d) group, and includes customary beneficial ownership disclaimers.

U.S. Energy Corp. is registering up to 24,100,000 shares of common stock for resale by Roth Principal Investments, LLC under a committed equity facility. The shares consist of 23,876,859 Purchase Shares the company may sell to Roth over time and 223,141 Commitment Shares already issued as consideration for Roth’s $25,000,000 purchase commitment.

The company is not selling shares directly in this offering and will receive no proceeds from Roth’s resales. It may, however, raise up to $25,000,000 in gross proceeds by selling Purchase Shares to Roth at a 2.5% discount to market VWAP under the Purchase Agreement, subject to pricing, volume, a 4.99% beneficial ownership cap, and a 19.99% Nasdaq “Exchange Cap” unless stockholders approve more issuance or price conditions are met.

As of October 9, 2025, U.S. Energy had 35,634,729 shares outstanding. If all 24,100,000 registered shares were issued, they would represent about 40% of shares outstanding and nearly 59% of the non-affiliate float, meaning potential substantial dilution. The company plans to use any net proceeds from sales to Roth primarily to develop its recent Montana industrial gas acquisition, and for general corporate purposes and working capital.