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): March 913, 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		The 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 12.~~01 Entry~~02 ~~into~~Results aof ~~Material~~Operations ~~Definitive~~and ~~Agreement~~Financial Condition.

On March 913, 2026, U.S. Energy Corp. (~~the~~ “~~Company~~U.S. Energy”) ~~entered~~or ~~into an underwriting agreement (~~the “~~Underwriting Agreement~~Company”) ~~with~~issued ~~Roth~~a ~~Capital~~press ~~Partners,~~release ~~LLC~~regarding ~~(the~~its ~~“Underwriter”),~~financial ~~relating~~results tofor the ~~previously~~three ~~announced~~and ~~underwritten~~twelve ~~offering~~months ofended ~~8,800,000~~December ~~shares of common stock~~31, ~~par value $0~~2025.01 ~~per~~A ~~share,~~copy of the ~~Company~~press ~~(the~~release ~~“Common~~is ~~Stock”),~~furnished atas aExhibit ~~price~~99.1 to ~~the~~this ~~public~~Form of8-K ~~$1.00~~and ~~per~~incorporated ~~share~~into ~~(such~~this ~~offering,~~item ~~the~~2.02 ~~“Offering”)~~by reference.

The ~~Underwriting~~information ~~Agreement~~contained ~~contains~~in ~~customary~~this ~~representations~~Current ~~and~~Report ~~warranties, agreements~~ and ~~obligations,~~Exhibit ~~closing conditions and termination provisions~~99.1 ~~The~~hereto ~~Company~~shall ~~has~~not ~~agreed~~be todeemed ~~indemnify~~“filed” ~~the~~for ~~Underwriter against~~purposes ~~certain~~of ~~liabilities,~~Section ~~including~~18 ~~liabilities~~of ~~under~~ the Securities Exchange Act of ~~1933~~1934, as amended (the “~~Securities~~Exchange Act”), ~~and~~or tootherwise ~~contribute~~subject to ~~any~~the ~~payment~~liabilities of that ~~the~~section, ~~Underwriters~~nor ~~may~~shall they be ~~required~~deemed toincorporated ~~make~~by ~~because~~reference ofin any filing under the Securities Act of ~~those~~1933, ~~liabilities~~as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The ~~Underwriting~~Company ~~Agreement~~is ~~contains~~making ~~customary~~reference ~~representations and warranties that the parties made~~ to, ~~and~~non-GAAP ~~solely~~financial ~~for~~information ~~the benefit of, the other party~~ in the ~~context~~press ofrelease, ~~all~~presentation ~~of the terms~~ and ~~conditions of that agreement and in~~ the ~~context~~conference ~~of the specific relationship between the parties~~call. ~~The~~A ~~provisions~~reconciliation of ~~the~~these ~~Underwriting~~non-GAAP ~~Agreement,~~financial ~~including~~measures ~~the representations and warranties contained therein, are not for the benefit of any party other than the parties~~ to ~~such agreements and are not intended as documents for investors and~~ the ~~public~~comparable toGAAP ~~obtain~~financial ~~factual~~measures ~~information~~is ~~about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures~~ contained in the ~~Company’s~~attached ~~filings~~press ~~with~~release ~~the U.S. Securities~~ and ~~Exchange Commission (“SEC”)~~presentation.

~~Under~~This Current Report on Form 8-K, including the ~~terms~~press release attached as Exhibit 99.1 to this Current Report on Form 8-K, contains forward-looking statements within the meaning of the ~~Underwriting~~federal ~~Agreement~~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 ~~directors~~other filings with the Securities and ~~executive~~Exchange ~~officers~~Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also ~~agreed~~involve ~~not~~known and unknown risks, which may cause the results of the Company, its divisions and concepts to ~~sell~~be materially different than those expressed or ~~transfer~~implied ~~any~~in ~~Common~~such ~~Stock~~statements, which include, without ~~first~~limitation, ~~obtaining~~risks associated with increased inflation, interest rates and possible recessions; the ~~written~~Company’s ~~consent~~ability to comply with the terms of its senior credit facilities; the ~~Underwriter~~ability of the Company to retain and hire key personnel; the business, ~~subject~~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 including, but not limited to, ~~certain~~estimated ~~exceptions~~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 60the ~~days~~Company’s ~~after~~oil and natural gas production; dependence upon third-party vendors; risks associated with COVID-19, the ~~date~~global efforts to stop the spread of COVID-19, potential downturns in the ~~final~~U.S. ~~prospectus~~and ~~supplement~~global economies due to COVID-19 and the efforts to stop the spread of the virus, and COVID-19 in general; economic uncertainty relating to increased inflation and global conflicts; the ~~Offering~~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; and other risk factors, and others, including those referenced in the press release 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.

~~The~~Item ~~Offering was made pursuant to a shelf registration statement on Form S-3 (File No~~9.01 ~~333-290232)~~Financial ~~(the~~Statements ~~“Registration Statement”) that was filed with the SEC on September 12, 2025~~ and declared effective by the SEC on September 23, 2025, including the prospectus forming a part of the Registration Statement, and a final prospectus supplement, which was filed with the SEC on March 9, 2026, pursuant to Rule 424(b) under the Securities ActExhibits.

The Offering closed on March 10, 2026. The Company intends to use the approximately $8.2 million of net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, for the development of its asset on Kevin Dome in Montana, general corporate purposes, and working capital, or for other purposes that our board of directors, in their good faith, deems to be in the best interest of the Company.

Exhibit No.		Description

99.1*		Press Release of U.S. Energy Corp., dated March 13, 2026
104		Inline XBRL for the cover page of this Current Report on Form 8-K

~~The~~* ~~foregoing~~Furnished summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1herewith.~~1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.~~

A copy of the legal opinion of The Loev Law Firm, PC relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Common Stock, nor shall there be any offer, solicitation or sale of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
1.1		Underwriting Agreement, dated March 9, 2026, by and between U.S. Energy Corp. and Roth Capital Partners, LLC
5.1		Opinion of The Loev Law Firm, PC
23.1		Consent of The Loev Law Firm, PC (included as part of Exhibit 5.1 hereto).
104		Inline XBRL for the cover page of this Current Report on Form 8-K

The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.

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: March 1013, 2026

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