Us Energy Corp To Offer Up To 24.1 Million Shares By Selling Stockholder- Sec Filing

U.S. Energy Corp. (USEG) filed a Form 8K - Other Events - with the U.S Securities and Exchange Commission on November 26, 2025.

This Current Report on Form 8-K is being filed solely to file a newly dated consent of Weaver and Tidwell, L.L.P., the independent registered public accounting firm of U.S. Energy Corp. (the "Company"), dated November 26, 2025, to the incorporation by reference of their report dated March 13, 2025, relating to the December 31, 2024 and 2023 consolidated financial statements of the Company, which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 13, 2025 (the "Form 10-K"), into the Company's Registration Statement on Form S-1 (No. 333- 290807)(the "Registration Statement"), and a newly dated consent of On Point Resources, Inc., dated November 26, 2025, to the incorporation by reference of their report dated January 8, 2025, relating to certain estimated quantities of the Company's proved reserves of oil and natural gas, future net income and discounted future net income, effective December 31, 2024, which appears in the Form 10-K, into the Registration Statement. The consents also provide for the consent of each of Weaver and Tidwell, L.L.P. and On Point Resources, Inc., to be listed under the heading "Experts" in the prospectus which forms part of the Registration Statement.

The updated consents discussed above are filed as Exhibits 23.1 and 23.2 hereto, and are incorporated by reference into this Item 8.01

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/101594/000143774925036454/useg20251125_8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/101594/000143774925036454/0001437749-25-036454-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

U.S. Energy Corp. (USEG) filed a Form 8K - Operations and Financial Condition - with the U.S Securities and Exchange Commission on November 12, 2025.

On November 12, 2025, U.S. Energy Corp. ("U.S. Energy" or the "Company") issued a press release regarding its financial results for the three months and nine ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated into this item 2.02 by reference.

The information contained in this Current Report and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in the press release, presentation and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release and presentation.

This Current Report on Form 8-K, including the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, contains forward-looking statements within the meaning of the federal 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 other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements, which include, without limitation, risks associated with increased inflation, interest rates and possible recessions; the Company's ability to comply with the terms of its senior credit facilities; the ability of the Company to retain and hire key personnel; the business, 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 for 2025 including, but not limited to, estimated 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 the Company's oil and natural gas production; dependence upon third-party vendors; risks associated with COVID-19, the global efforts to stop the spread of COVID-19, potential downturns in the U.S. and 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 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 full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/101594/000143774925034244/useg20250825_8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/101594/000143774925034244/0001437749-25-034244-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.