Zajac Mark L. 4

What Happened

• Mark L. Zajac, Chief Financial Officer of US Energy Corp. (USEG), received a grant of 375,000 nonqualified stock options on March 4, 2026. The Form 4 shows the grant as a derivative acquisition (value reported as $0 on the form); the options vest in two equal installments (187,500 on Jan 2, 2027 and 187,500 on Jan 2, 2028) and were issued as compensation for services as an officer.
• Separately, on February 13, 2026, Zajac had 20,490 shares disposed of at $1.00 per share for a total of $20,490 to satisfy tax withholding obligations (reported with code F).

Key Details

• Transaction dates and amounts:
  • Feb 13, 2026 — 20,490 shares disposed @ $1.00 = $20,490 (tax withholding; code F)
  • Mar 4, 2026 — 375,000 nonqualified stock options granted (derivative; reported acquisition A; form shows $0)
• Vesting: Options vest 50% on Jan 2, 2027 (187,500) and 50% on Jan 2, 2028 (187,500), contingent on continued service (Footnote F2).
• Purpose: Options issued for services as an officer (Footnote F3); Feb 13 disposition was to cover tax withholding from exempt stock gains (Footnote F1).
• Shares owned after the transactions: Not specified in the excerpt of this filing.
• Filing timeliness: Form 4 filed Mar 6, 2026. The Feb 13 tax-withholding disposition appears to have been reported late (more than two business days after the transaction); the Mar 4 option grant was reported on Mar 6 (within the typical 2-business-day window).
• Transaction codes explained: A = award/grant, F = payment of exercise price or tax liability.

Context

• The Mar 4 entry is a compensation-related option grant, not an immediate cash purchase of shares; options vest over time and require future action to convert to stock.
• The Feb 13 sale was a routine tax-withholding disposition and is generally considered administrative rather than a signal of the insider’s view on the stock.