useg20260302_424b5.htm

424B5 1 useg20260302_424b5.htm FORM 424B5 useg20260302_424b5.htm

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-290232

PROSPECTUS SUPPLEMENT

(To Prospectus dated September 23, 2025)

U.S. Energy Corp.

8,800,000 Shares of Common Stock

U.S. Energy Corp. (“U.S. Energy,” the “Company,” “we,” “our” or “us”) is offering 8,800,000 shares of its common stock, $0.01 par value per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying base prospectus. We are offering all of the shares of Common Stock offered by this prospectus on a firm commitment underwritten basis.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “USEG.” On March 6, 2026, the last reported sale price for our Common Stock on the Nasdaq Capital Market was $1.15 per share.

As of March 6, 2026, the aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $34.9 million, which was calculated based on 30,373,375 shares of outstanding Common Stock held by non-affiliates, at a price per share of $1.15, the closing price of our Common Stock on March 6, 2026, the highest closing price of the Company’s Common Stock on the Nasdaq Capital Market during the preceding sixty (60) day trading period. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the securities described in this prospectus in a public primary offering with a value exceeding more than one-third (1/3) of the aggregate market value of our Common Stock held by non-affiliates in any twelve (12)-month period, so long as the aggregate market value of our outstanding Common Stock held by non-affiliates remains below $75,000,000. During the twelve (12) calendar months prior to and including the date of this prospectus supplement, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3.

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information in the section titled “Risk Factors” beginning on page S-7 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus.

	Per Share of Common Stock		Total
Public offering price	$	1.00000	$	8,800,000.00
Underwriting discounts and commissions⁽¹⁾	$	0.05750	$	506,000.00
Proceeds, before expenses, to us	$	0.94250	$	8,294,000.00

(1)

We have agreed to pay the underwriter underwriting discounts and commissions equal to 5.75% of the aggregate gross proceeds in this offering from the sale of the shares of Common Stock. See “Underwriting” beginning on page S-14 for additional information regarding the compensation payable to the underwriter.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.

Delivery of the securities offered hereby is expected to be made on or about March 10, 2026, subject to the satisfaction of certain closing conditions.

Roth Capital Partners

The date of this prospectus supplement is March 9, 2026.

ABOUT THIS PROSPECTUS SUPPLEMENT	S-1
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS	S-2
PROSPECTUS SUPPLEMENT SUMMARY	S-5
THE OFFERING	S-7
RISK FACTORS	S-9
USE OF PROCEEDS	S-15
DIVIDEND POLICY	S-15
CAPITALIZATION	S-15
DILUTION	S-16
DESCRIPTION OF SECURITIES WE ARE OFFERING	S-17
UNDERWRITING	S-17
LEGAL MATTERS	S-30
EXPERTS	S-30
INTERESTS OF NAMED EXPERTS AND COUNSEL	S-31
WHERE YOU CAN FIND MORE INFORMATION	S-31
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	S-31

About This Prospectus	1
Incorporation of Certain Documents by Reference	2
Prospectus Summary	4
Securities Registered Hereby That We May Offer	5
Risk Factors	7
Forward-Looking Statements	7
Use of Proceeds	9
Description of Common Stock	9
Description of Preferred Stock	14
Description of Debt Securities	15
Description of Warrants	24
Description of Units	28
Legal Ownership of Securities	29
Plan of Distribution	32
PROSPECTUS SUPPLEMENTS	35
LEGAL MATTERS	35
Experts	35
Where You Can Find More Information	36

	●	Deploy our Capital in a Conservative and Strategic Manner and Review Opportunities to Bolster our Liquidity. In the current industry environment, maintaining liquidity is critical. Therefore, we plan to be highly selective in the projects we evaluate and plan to review opportunities to bolster our liquidity and financial position through various means.

	●	Evaluate and Pursue Value-Enhancing Transactions. We plan to continue to evaluate strategic alternative opportunities with the goal of enhancing shareholder value.

Common Stock Offered by Us		8,800,000 shares of Common Stock.

Offering Price		The offering price for each share of Common Stock is $1.00.

Shares Outstanding Immediately Prior to this Offering		44,269,192 shares of Common Stock.

Shares Outstanding Immediately After this Offering		53,069,192 shares of Common Stock.

Use of Proceeds		We estimate that net proceeds from this offering will be approximately $8.2 million, after deducting underwriting discounts and commissions and our estimated expenses related to the offering.

		We currently intend to use the net proceeds from this offering for the development of our 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. See the section titled “Use of Proceeds.”

Risk Factors		Investment in our securities involves a high degree of risk. You should read the section titled “Risk Factors” in this prospectus supplement and in the documents incorporated by reference into this prospectus supplement for a discussion of factors to consider before deciding to purchase our securities offered in this offering.

Nasdaq Capital Market Symbol		The Common Stock is traded on Nasdaq under the symbol “USEG.”

	●	16,500 shares of Common Stock issuable upon the exercise of options with a weighted average exercise price of $10.00 per share; and

	●	4,404,255 shares of Common Stock which are reserved and available for issuance under our 2021 Equity Incentive Plan and the 2022 Equity Incentive Plan.

	●	on an actual basis;

	●	on an as adjusted basis, giving effect to the issuance and sale by us of 8,800,000 shares of Common Stock in this offering at the public offering price of $1.00 per share, after deducting underwriting discounts, commissions and fees and estimated offering expenses payable by us.

	As of September 30, 2025 (unaudited) (in thousands)

	Actual			As Adjusted
Cash, cash equivalents and marketable securities	$	1,415		$	9,599
Stockholder’s equity:
Common stock		343			431
Additional paid-in capital		235,124			243,220
Accumulated deficit		(210,428	)		(210,428	)
Total stockholders’ equity	$	25,039		$	33,223

Offering price per share of Common Stock			$	1.00
Net tangible book value per share as of September 30, 2025	$	0.70
Increase in net tangible book value per share attributable to this offering	$	0.05
As adjusted net tangible book value per share as of September 30, 2025, after giving effect to this offering			$	0.75
Dilution per share to investors purchasing Common Stock in this offering			$	0.25

Underwriters	Number of Shares of Common Stock
Roth Capital Partners, LLC		8,800,000
Total		8,800,000

Section 96 (1) (a)		the offer, transfer, sale, renunciation or delivery is to:

		(i) persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as principal or agent; (ii) the South African Public Investment Corporation; (iii) persons or entities regulated by the Reserve Bank of South Africa; (iv) authorised financial service providers under South African law; (v) financial institutions recognised as such under South African law; (vi) a wholly owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorised portfolio manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law); or (vii) any combination of the person in (i) to (vi); or

Section 96 (1) (b)		the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.

(b)	The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on May 12, 2025, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 12, 2025 and Quarterly Report on Form 10-Q for the period ended September 30, 2025, as filed with the SEC on November 12, 2025;

(c)	The Company’s Current Reports on Form 8-K and Form 8-K/A (other than information furnished rather than filed) filed with the SEC on January 10, 2025; January 23, 2025; January 29, 2025; April 22, 2025, May 20, 2025, September 19, 2025, October 9, 2025, November 26, 2025, February 13, 2026, and March 3, 2026;

(d)	The Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 17, 2025 (subject to any provisions thereof which expressly provide that they are not incorporated by reference into filings under the Securities Act or Exchange Act); and

(e)	the description of our capital stock contained in our registration statement on Form 10 filed under the Exchange Act with the SEC on January 29, 1973, as the description therein has been updated and superseded by the description of capital stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2022, including any amendments or reports filed for the purpose of updating the description.

	●	this prospectus, which provides general information, some of which may not apply to your securities;

	●	a prospectus supplement or supplements (including any free writing prospectus), which describes the terms of the securities, some of which may not apply to your securities and which may not include information relating to the prices of the securities being offered; and

	●	if necessary, a pricing supplement, which describes the pricing terms of your securities.

	●	the pricing supplement, if any;

	●	the prospectus supplement(s) (including any free writing prospectus); and

	●	this prospectus.

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), as filed with the SEC on March 13, 2025;

(b)	The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on May 12, 2025 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 12, 2025;

(c)	The Company’s Current Reports on Form 8-K and Form 8-K/A (other than information furnished rather than filed) filed with the SEC on January 10, 2025; January 23, 2025; January 29, 2025; April 22, 2025 and May 20, 2025;

(d)	The Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 17, 2025 (subject to any provisions thereof which expressly provide that they are not incorporated by reference into filings under the Securities Act or Exchange Act); and

(e)	the description of our capital stock contained in our registration statement on Form 10 filed under the Exchange Act with the SEC on January 29, 1973, as the description therein has been updated and superseded by the description of capital stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2022, including any amendments or reports filed for the purpose of updating the description.

	●	common stock;

	●	preferred stock, in one or more series;

	●	debt securities;

	●	warrants to purchase shares of common stock, shares of preferred stock or debt securities; or

	●	any combination of the foregoing securities, in units.

	●	designation or classification;

	●	aggregate offering price;

	●	rates and times of payment of dividends, if any;

	●	redemption, conversion or sinking fund terms, if any;

	●	voting or other rights, if any;

	●	conversion prices, if any; and

	●	important federal income tax considerations.

	●	the names of those agents, underwriters or dealers;

	●	applicable fees, discounts and commissions to be paid to them;

	●	details regarding over-allotment options, if any; and

	●	the net proceeds to us.

	■	any merger or consolidation involving the corporation or any direct or indirect majority owned subsidiary of the corporation and the interested stockholder or any other corporation, partnership, unincorporated association, or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation the transaction is not excepted as described above;

	■	any sale, transfer, pledge, or other disposition (in one transaction or a series) of 10% or more of the assets of the corporation involving the interested stockholder;

	■	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

	■	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

	■	the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges, or other financial benefits by or through the corporation.

	●	the title and stated or par value of the preferred stock;

	●	the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;

	●	the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;

	●	whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;

	●	the provisions for a sinking fund, if any, for the preferred stock;

	●	any voting rights of the preferred stock;

	●	the provisions for redemption, if applicable, of the preferred stock and any restriction on the repurchase or redemption of shares by the Company while there is any arrearage in the payment of dividends or sinking fund installments;

	●	any listing of the preferred stock on any securities exchange;

	●	the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock or preferred stock, including the conversion price or the manner of calculating the conversion price and conversion period;

	●	if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and

	●	any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.

	●	the title and form of the debt securities;

	●	any limit on the aggregate principal amount of the debt securities or the series of which they are a part;

	●	the person to whom any interest on a debt security of the series will be paid;

	●	the date or dates on which we must repay the principal;

	●	the rate or rates at which the debt securities will bear interest;

	●	the date or dates from which interest will accrue, and the dates on which we must pay interest;

	●	the place or places where we must pay the principal and any premium or interest on the debt securities;

	●	the terms and conditions on which we may redeem any debt security, if at all;

	●	any obligation to redeem or purchase any debt securities, and the terms and conditions on which we must do so;

	●	the denominations in which we may issue the debt securities;

	●	the manner in which we will determine the amount of principal of or any premium or interest on the debt securities;

	●	the currency in which we will pay the principal of and any premium or interest on the debt securities;

	●	the principal amount of the debt securities that we will pay upon declaration of acceleration of their maturity;

	●	the amount that will be deemed to be the principal amount for any purpose, including the principal amount that will be due and payable upon any maturity or that will be deemed to be outstanding as of any date;

	●	if applicable, that the debt securities are defeasible and the terms of such defeasance;

	●	if applicable, the terms of any right to convert debt securities into, or exchange debt securities for, shares of our debt securities, common stock, or other securities or property;

	●	whether we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for the global securities and the terms of the global securities;

	●	the subordination provisions that will apply to any subordinated debt securities;

	●	any addition to or change in the events of default applicable to the debt securities and any change in the right of the trustee or the holders to declare the principal amount of any of the debt securities due and payable;

	●	any addition to or change in the covenants in the indentures; and

	●	any other terms of the debt securities not inconsistent with the applicable indentures.

	●	the title of the series of debt securities;

	●	any limit upon the aggregate principal amount that may be issued;

	●	the maturity date or dates;

	●	the form of the debt securities of the series;

	●	the applicability of any guarantees;

	●	whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

	●	whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;

	●	if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined;

	●	the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

	●	our right, if any, to defer payment of interest and the maximum length of any such deferral period;

	●	if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;

	●	the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;

	●	the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;

	●	any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series;

	●	whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities;

	●	if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option and/or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;

	●	if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

	●	any changes in or additions to the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;

	●	additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and accrued interest, if any, with respect to such securities to be due and payable;

	●	additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;

	●	additions to or changes in the provisions relating to satisfaction and discharge of the indenture;

	●	additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;

	●	the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;

	●	whether interest will be payable in cash or additional debt securities at our or the holder’s option and the terms and conditions upon which the election may be made;

	●	the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes;

	●	any restrictions on transfer, sale or assignment of the debt securities of the series; and

	●	any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations.

	●	if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose;

	●	if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any;

	●	if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and

	●	if specified events of bankruptcy, insolvency or reorganization occur.

	●	the direction so given by the holder is not in conflict with any law or the applicable indenture; and

	●	subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

	●	the holder has given written notice to the trustee of a continuing event of default with respect to that series;

	●	the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the trustee to institute the proceeding as trustee; and

	●	the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

	●	to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;

	●	to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale”;

	●	to provide for uncertificated debt securities in addition to or in place of certificated debt securities;

	●	to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;

	●	to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;

	●	to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;

	●	to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;

	●	to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or

	●	to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.

SEC Form 424B5 filed by U.S. Energy Corp.