U.S. Energy Corporation

02/12/2026 | Press release | Distributed by Public on 02/12/2026 11:58

Annual Statement of Changes in Beneficial Ownership (Form 5)

FORM 5
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Batchelor Joshua Lane
2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [USEG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
/ Member of 10% owner group
(Last) (First) (Middle)
2121 SAGE ROAD , SUITE 325
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
2025-12-31
(Street)
HOUSTON TX 77056
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Join/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
(A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Batchelor Joshua Lane
2121 SAGE ROAD
SUITE 325
HOUSTON, TX77056
X X Member of 10% owner group
Sage Road Capital, LLC
2121 SAGE ROAD
SUITE 325
HOUSTON, TX77056
X Member of 10% owner group
Banner Oil & Gas, LLC
2121 SAGE ROAD
SUITE 325
HOUSTON, TX77056
X Member of 10% owner group
Woodford Petroleum, LLC
2121 SAGE ROAD
SUITE 325
HOUSTON, TX77056
Member of 10% owner group
Stamets Benjamin Andrew
2121 SAGE ROAD
SUITE 325
HOUSTON, TX77056
X Member of 10% owner group
Sage Road Energy II, LP
2121 SAGE ROAD
SUITE 325
HOUSTON, TX77056
Member of 10% owner group

Signatures

/s/ Joshua L. Batchelor 2026-02-11
**Signature of Reporting Person Date
/s/ Benjamin A. Stamets 2026-02-11
**Signature of Reporting Person Date
/s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC 2026-02-11
**Signature of Reporting Person Date
/s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC 2026-02-11
**Signature of Reporting Person Date
/s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC 2026-02-11
**Signature of Reporting Person Date
/s/ Joshua L. Batchelor, Manager of Sage Road Energy II, LP 2026-02-11
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On January 27, 2025, the Issuer entered into a Share Repurchase Agreement with Banner Oil & Gas, LLC, Woodford Petroleum, LLC, and Sage Road Energy II, LP (collectively, the "Selling Stockholders"). Pursuant to the Share Repurchase Agreement, the Issuer, in a private transaction repurchased 635,400 shares of common stock held by the Selling Stockholders, for an aggregate of $1,574,362 or $2.47775 per share.
(2) Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnotes (5), (6) and (7).
(3) Represents the price per share of shares of common stock, $0.01 par value per share, of the Issuer sold in the Issuer's January 2025 underwritten public offering, less commissions and discounts.
(4) Represents shares of common stock, $0.01 par value per share of the Issuer (the "Common Stock"), held by SRC Management Company, LP ("SRC"). The shares held by SRC may be deemed to be beneficially owned by Sage Road Capital, LLC ("Sage Road"), which indirectly controls SRC, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.
(5) Represents shares of the Common Stock held by Banner Oil & Gas, LLC ("Banner"). The shares held by Banner may be deemed to be beneficially owned by Sage Road, which indirectly controls Banner and manages certain funds which own a majority interest of Banner, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.
(6) Represents shares of the Common Stock held by Woodford Petroleum, LLC ("Woodford"). The shares held by Woodford may be deemed to be beneficially owned by Sage Road, which indirectly controls Woodford and manages certain funds which own a majority interest of Woodford, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.
(7) Represents shares of the Common Stock held by Sage Road Energy II, PC ("Sage Road Energy"). The shares held by Sage Road Energy may be deemed to be beneficially owned by Sage Road, which indirectly controls Sage Road Energy and manages certain funds which own a majority interest of Sage Road Energy, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.
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