The Houston-based company has now sold more than 6.5 million additional shares under a $25 million equity purchase agreement.

March 5, 2026

U.S. Energy Corp. Raises $7.3 Million Through Ongoing Share Sale to Roth Principal

The Houston-based company has now sold more than 6.5 million additional shares under a $25 million equity purchase agreement.

U.S. Energy Corp. (Nasdaq: USEG), a Delaware-incorporated energy company headquartered in Houston, Texas, has disclosed the sale of an additional 6,525,843 shares of common stock to Roth Principal Investments, LLC, bringing total proceeds from the transaction to approximately $7.3 million.

Background on the Purchase Agreement

The sales were conducted under a common stock purchase agreement originally executed on October 9, 2025, which grants U.S. Energy the sole discretion to sell up to $25 million in shares to Roth Principal Investments over the life of the agreement. The company had previously reported selling roughly 2 million shares for about $2 million in early February 2026.

Details of the Latest Share Issuance

The newly reported shares represent approximately 19.1 percent of the company’s outstanding common stock as of September 30, 2025. A subset of those shares — 1,425,000, or about 4 percent of the outstanding float — were sold at a price contingent on the average per-share cost paid by Roth Principal Investments meeting or exceeding a $1.2788 benchmark. That figure was based on the lower of the Nasdaq closing price just before the agreement was signed or the five-day average closing price preceding execution, adjusted for commitment shares issued to the buyer.

A transaction completed on March 2, 2026, pushed cumulative sales past the 5 percent threshold, triggering regulatory disclosure requirements.

Private Placement and Registration

The shares were issued as a private placement under Section 4(a)(2) of the Securities Act of 1933, which provides an exemption for transactions that do not involve a public offering. Roth Principal Investments represented that it qualifies as an accredited investor and acquired the shares for investment purposes rather than distribution. A registration statement covering the resale of shares sold under the agreement was declared effective by the SEC on December 1, 2025.

Current Share Count

As of the date of the report, U.S. Energy Corp. has 44,269,192 shares of common stock issued and outstanding. The disclosure was signed by Chief Executive Officer Ryan Smith on March 3, 2026.