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U.S. Energy Corp. entered into a 24-month Common Stock Purchase Agreement and Registration Rights Agreement with Roth Principal Investments, LLC that gives the company the option to sell up to $25,000,000 of newly issued common stock at times and in amounts it chooses after certain conditions are met. Sales will use market-based pricing tied to VWAP with a fixed 2.5% discount and may occur as Market Open Purchases or Intraday Purchases. Nasdaq rules cap issuances under the agreement at 7,123,382 shares (approximately 19.99%) unless shareholder approval is obtained or the average price paid equals or exceeds $1.2788. Roth Principal Investments is restricted from entering net short or hedging positions during the term. As consideration, the company paid a $25,000 structuring fee, issued 223,141 commitment shares, and agreed to pay a $180,000 cash commitment fee, plus certain legal fee reimbursements and potential make-whole payments up to $270,000. The company controls timing and amount of any sales and may terminate the agreement after commencement with notice.
U.S. Energy Corp. amended its credit agreement with Firstbank Southwest, effective August 1, 2025, to extend the maturity of its revolving facility to May 31, 2029 and to lower the borrowing base to $10.0 million. The amendment also waived certain technical defaults tied to subsidiary status and the company’s prior reorganization, and updated schedules, addresses and other contractual items.
Revolving loans may be borrowed, repaid and re-borrowed through the new maturity date. Interest is based on the greater of prime or federal funds plus 0.50% plus an applicable margin of 0.25%–1.25% depending on utilization; failure to deliver required reserve reports sets the margin at 1.25%. The facility includes customary covenants and quarterly financial tests, including a total debt to EBITDAX limit of 3.0:1 beginning March 31, 2026 and a current ratio requirement of at least 1.0. The company reports it currently owes $0 under the credit agreement.
U.S. Energy Corp. (USEG) filed a Form 144 notifying the proposed sale of 188,913 common shares, with an aggregate market value of $217,249.95. The shares represent part of an outstanding base of 34,023,549 shares and are to be sold through Charles Schwab & Co. on the Nasdaq with an approximate sale date of 09/04/2025. The filer acquired these shares on 01/28/2021 as board fees from the issuer and the consideration was paid in cash. The filing reports no securities sold in the past three months by the account for which this notice is filed. The notice includes the standard attestation that the seller is not aware of undisclosed material adverse information about the issuer.
U.S. Energy Corp. (USEG) filed a Form 144 notifying a proposed sale of 173,913 common shares through Fidelity Brokerage Services with an aggregate market value of $212,173, approximately to be sold on 08/15/2025 on NASDAQ. The filing lists prior acquisitions by the selling person including multiple open-market purchases and stock awards between 2021 and 2025. The record also shows a sale of 45,000 shares on 06/17/2025 by Keys Randall D generating $103,950. The notice includes the seller’s representation that no undisclosed material adverse information is known.
U.S. Energy Corp. CEO and director Ryan L. Smith reported a purchase of 2,000 common shares on 08/13/2025 at $1.17 per share, bringing his direct holdings to 1,179,039 shares. The Form 4 discloses the transaction under code P and shows no derivative securities were reported. The filing is submitted by one reporting person and identifies Mr. Smith as both CEO and Director.
U.S. Energy Corp. furnished a press release reporting its financial results for the three months ended June 30, 2025, attached as Exhibit 99.1 to this Current Report.
The press release and accompanying presentation include references to non-GAAP financial measures and state that reconciliations to comparable GAAP measures are provided. The Current Report expressly contains customary forward-looking statements and a broad set of identified risks that could affect results, including increased inflation, interest rate pressure, possible recessions, the Company’s ability to comply with senior credit facility terms, oil and natural gas price volatility, uncertainties in reserve and production estimates, operational and drilling risks, acquisition and liquidity risks, and impacts related to COVID-19. The Company disclaims any obligation to update forward-looking statements except as required by law.
U.S. Energy Corp. reported weaker oil and natural gas results in the first half of 2025 driven by lower production and commodity prices. Total revenue for the six months ended June 30, 2025 was $4.22 million versus $11.44 million in the prior year period, producing a net loss of $9.17 million for six months and $6.06 million in the second quarter. Production declined about 56% year-over-year for the quarter to 48,816 BOE, and realized oil prices fell to about $55.14 per barrel in Q2.
The company preserved liquidity through an equity offering that generated approximately $11.9 million net proceeds in January 2025 and ended the period with $6.73 million in cash and $27.96 million of shareholders' equity. U.S. Energy completed a related-party acquisition of 24,000 net acres in Kevin Dome, Montana (consideration totaling about $4.7 million), drilled two industrial gas wells in Q2, recorded a $2.8 million ceiling-test impairment in Q2, and disclosed an expected additional write-down of $0.5 million to $1.5 million in Q3 2025. The company had no borrowings under its credit facility as of June 30, 2025.