Form 8-K

8-K — US ENERGY CORP

Accession: 0001437749-26-012760

Filed: 2026-04-20

Period: 2026-04-17

CIK: 0000101594

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — useg20260417_8k.htm (Primary)

EX-10.4 — EXHIBIT 10.4 (ex_947429.htm)

EX-99.1 — EXHIBIT 99.1 (ex_947576.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: useg20260417_8k.htm · Sequence: 1

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0000101594

2026-04-17

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): April 17, 2026

U.S. ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

000-06814

(Commission File Number)

83-0205516

(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:

Common Stock, $0.01 par value

Title of each class

USEG

Trading Symbol(s)

The NASDAQ Stock Market LLC

(Nasdaq Capital Market)

Name of exchange on which registered

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 1.01 Entry into a Material Definitive Agreement.

As previously reported in the Current Reports on Form 8-K filed by U.S. Energy Corp. (“U.S. Energy”, “we”, “us” or the “Company”) with the Securities and Exchange Commission (the “SEC” or the “Commission”) on January 10, 2022 and September 19, 2025, on January 5, 2022, the Company entered into a credit agreement (as amended and modified from time to time, the “Credit Agreement”) with Firstbank Southwest (“Firstbank”), as administrative agent for one or more lenders (the “Lenders”), and the Lenders, which provided for a revolving line of credit, subject to adjustment as discussed in the Credit Agreement, and a maximum credit amount of $100,000,000. The Credit Agreement was previously amended by (i) that certain Borrowing Base Increase Letter Agreement dated July 26, 2022 (the “Borrowing Base Increase Letter”), between the Company and Firstbank, as administrative agent for the Lenders, and (ii) that certain First Amendment to Credit Agreement and Limited Waiver dated September 16, 2025 and effective August 1, 2025 (the “First Amendment”), among the Company, Firstbank, as administrative agent for the Lenders, and the Lenders.

On April 17, 2026, the Company entered into a Second Amendment to Credit Agreement with Firstbank, as administrative agent for the Lenders, and the Lenders (the “Second Amendment”).

Pursuant to the Second Amendment, the Credit Agreement was amended to:

(a) Increase the borrowing base under the Credit Agreement from $10,000,000 to $20,000,000;

(b) Amend the applicable margin used to calculate the interest rate on outstanding borrowings under the Credit Agreement to a fixed 2.00% per annum (as further described below);

(c) Suspend testing of the financial covenants under the Credit Agreement until the fiscal quarter ending March 31, 2027; and

(d) Make certain other changes to the Credit Agreement as described in greater detail in the Second Amendment.

The Second Amendment includes customary representations and warranties of the Company.

The First Amendment includes certain post-closing conditions of the Company and customary representations and warranties of the Company.

As a result of the First Amendment and Second Amendment, revolving loans under the Credit Agreement may be borrowed, repaid and re-borrowed until May 31, 2029, when all outstanding amounts must be repaid.

Following the effectiveness of the Second Amendment, interest on the outstanding amounts under the Credit Agreement will accrue at an interest rate equal to the alternate base rate (which is the greatest of (i) the prime rate in effect on such day, and (ii) the Federal Funds rate in effect on such day (as determined in the Credit Agreement) plus 0.50%) (the “ABR”), plus an applicable margin of 2.00% per annum.

In the event that certain events of default (as described in greater detail under the Credit Agreement) occur, the outstanding amounts will bear an additional 2.00% interest per annum. Accrued interest on each revolving loan is payable in arrears on the last day of each March, June, September and December.

The Company generally has the right to make prepayments of the borrowings at any time without penalty or premium under the Credit Agreement. A commitment fee of 0.50% accrues on the average daily amount of the unused portion of the borrowing base and is payable in arrears on the last business day of March, June, September and December of each year and on the maturity date.

We are also required to make certain mandatory repayments under the Credit Agreement, in the event the borrowing base decreases below the aggregate amount of loans made by the Lenders and/or if as of the last business day of any calendar month, certain required debt ratios required under the Credit Agreement are not met, there are outstanding amounts owed to the Lenders, and the Company has consolidated cash on hand in excess of $5 million, and in some cases we are also required to pay cash to the agent to be held as collateral.

The Credit Agreement contains customary indemnification requirements, representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, transactions with affiliates, and dividends and other distributions. In addition, the Credit Agreement contains financial covenants, tested quarterly, that limit the Company’s ratio of total debt to EBITDAX (as defined in the Credit Agreement) to 3:1 and require its ratio of consolidated current assets to consolidated current liabilities (as each is described in the Credit Agreement) to remain at 1:1 or higher. As amended by the Second Amendment, compliance with such financial covenants will first be tested as of the fiscal quarter ending March 31, 2027.

We currently have $2,500,000 outstanding under the Credit Agreement as of the date of this Report.

The foregoing summary description of the Credit Agreement, the Borrowing Base Increase Letter, the First Amendment and the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, the Borrowing Base Increase Letter, the First Amendment and the Second Amendment, which are incorporated by reference herein as Exhibits 10.1, 10.2 and 10.3 and attached hereto as Exhibit 10.4 to this Current Report on Form 8-K, respectively, and are incorporated by reference in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 in its entirety.

Item 7.01 Regulation FD Disclosure.

On April 20, 2026, the Company issued a press release announcing the entry into the Second Amendment and certain other matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the 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, and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

The availability of funds under the Credit Agreement, as amended, together with proceeds from the Company’s March 2026 equity offering, are expected to provide funding visibility into Phase 1 construction of the Company’s planned Big Sky Carbon Hub (for carbon capture, utilization and sequestration), with initial commercial operations targeted for Q1 2027.

Following the entry into the Second Amendment, the Company has determined to suspend further use of its October 9, 2025, Common Stock Purchase Agreement entered into with Roth Principal Investments, LLC (the “Purchase Agreement”), pursuant to which the Company has the right, in its sole discretion, to sell to Roth Principal Investments, LLC, up to $25,000,000 of shares of the Company’s common stock, subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement.

With the Phase 1 capital stack expected now in place for the Company’s planned Big Sky Hub, the Company’s focus is shifting to plant construction and the near-term operational milestones previously outlined, including initial helium sales and carbon management operations targeted to commence in Q1 2027. The execution of a long-term helium offtake agreement in advance of commercial operations remains a targeted near-term catalyst.

The Company also continues to advance the two Monitoring, Reporting, and Verification (“MRV”) plans previously submitted to the U.S. Environmental Protection Agency for its Class II injection wells, the first such submissions in the State of Montana. Based on the current progression of the EPA review process, decisions are anticipated during the summer of 2026, which if approved, will represent an important regulatory milestone supporting the Section 45Q tax credit framework central to the Company’s Big Sky economic model.

Item 9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

10.1#

Credit Agreement dated as of January 5, 2022, among U.S. Energy Corp., as borrower, Firstbank Southwest, as Administrative Agent and the Lenders party thereto (Filed as Exhibit 10.6 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 10, 2022 (File No. 000-06814) and incorporated by reference herein)

10.2

Borrowing Base Increase Letter Agreement dated July 26, 2022, between U.S. Energy Corp. and Firstbank Southwest, as Administrative Agent (Filed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 28, 2022 (File No. 000-06814) and incorporated by reference herein)

10.3#

First Amendment to Credit Agreement and Limited Waiver dated September 16, 2025, among U.S. Energy Corp., as borrower, Firstbank Southwest, as Administrative Agent and the Lenders party thereto

10.4#*

Second Amendment to Credit Agreement dated April 17, 2026, among U.S. Energy Corp., as borrower, Firstbank Southwest, as Administrative Agent and the Lenders party thereto

99.1

Press Release dated April 20, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Filed herewith.

Furnished herewith.

# Certain schedules, exhibits, annexes, and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that U.S. Energy Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including Exhibit 99.1, 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 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, as discussed in Exhibit 99.1 attached hereto. 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.

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:

April 20, 2026

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: ex_947429.htm · Sequence: 2

ex_947429.htm

Exhibit 10.4

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 17, 2026 (the “Second Amendment Effective Date”), is among U.S. ENERGY CORP., a Delaware corporation (the “Borrower”), FIRSTBANK SOUTHWEST, as administrative agent (in such capacity, the “Administrative Agent”), each Guarantor party hereto and the financial institutions party hereto as Lenders.

RECITALS

A. The Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of January 5, 2022 (as the same has been or may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).

B. The Borrower has requested, and the Administrative Agent and the Lenders have agreed, subject to the terms hereof, to certain amendments or modifications to the terms of the Credit Agreement as more fully set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Section 2. Amendments to Credit Agreement.

(a) Each of the following definitions is hereby added to Section 1.02 of the Credit Agreement, in proper alphabetical order, to read in its entirety as follows:

“Financial Covenant Holiday Period” means the period commencing on the Second Amendment Effective Date and ending on March 30, 2027.

“Second Amendment Effective Date” means April 17, 2026.

(b) The following definition in Section 1.02 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“Applicable Margin” means, for any date, with respect to any ABR Loan, or with respect to the Commitment Fee Rate, the applicable rate per annum set forth below based upon the Borrowing Base Utilization Percentage then in effect:

Level 1

Level 2

Level 3

Level 4

Level 5

Borrowing Base

Utilization Percentage

<25%

≥25% and

<50%

≥50% and

<75%

≥75% and

<90%

≥90%

ABR Loans

0.25%

0.50%

0.75%

1.00%

1.25%

Commitment Fee Rate

0.50%

SECOND AMENDMENT – Page 1

provided that, notwithstanding the foregoing, at all times during the Financial Covenant Holiday Period only, with respect to any ABR Loan, the Applicable Margin shall be a rate equal to (x) the applicable rate per annum set forth in the grid above plus (y) 2.00%. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change in the Borrowing Base Utilization Percentage and ending on the date immediately preceding the effective date of the next such change, provided, that if at any time the Borrower fails to deliver a Reserve Report pursuant to Section 8.12(a), then until delivery of such Reserve Report, the “Applicable Margin” shall mean the rate per annum set forth on the grid when the Borrowing Base Utilization Percentage is at its highest level.

Section 9.01 Financial Covenants.

(a) Ratio of Total Debt to EBITDAX. The Borrower will not, as of the last day of any Test Period, permit its ratio of Total Debt as of such time to EBITDAX for the Test Period then ended to be greater than 3.0 to 1.0, provided that notwithstanding the foregoing, such covenant shall not be measured during the Financial Covenant Holiday Period, but shall re-commence with the Test Period ending March 31, 2027.

(b) Current Ratio. The Borrower will not, as of the last day of any Test Period, permit its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding non-cash assets under ASC 815) to (ii) consolidated current liabilities (excluding non-cash obligations under ASC 815, reclamation obligations to the extent classified as current liabilities under GAAP, and current maturities under this Agreement) to be less than 1.0 to 1.0, provided that notwithstanding the foregoing, such covenant shall not be measured during the Financial Covenant Holiday Period, but shall re-commence with the Test Period ending March 31, 2027.

Section 3. Effectiveness. Upon the satisfaction of the following conditions precedent, this Amendment shall become effective as of the Second Amendment Effective Date:

(a) the Administrative Agent shall have received counterparts to this Amendment duly executed by a duly authorized officer of the Borrower, each Guarantor and each Lender;

(b) the Administrative Agent shall have received certificates of the appropriate State agencies, as requested by the Administrative Agent, with respect to the existence, qualification and good standing of each Loan Party in each jurisdiction where any such Loan Party is organized or owns Borrowing Base Properties;

(c) the Administrative Agent shall be satisfied that filing a UCC financing statement with the Delaware Department of State will perfect its security interest in certain of the Borrower’s assets under the Security Instruments;

SECOND AMENDMENT – Page 2

(d) The Administrative Agent shall have received payment of an upfront fee in connection with the increase in the Borrowing Base evidenced hereby in the amount of $100,000.

(e) the Administrative Agent shall have received reimbursement for all of its costs and expenses incurred by it prior to or in connection with this Amendment and any other documents prepared in connection herewith, including, without limitation, the fees, charges and disbursements of counsel to the Administrative Agent; and

(f) Administrative Agent shall have received such other certificates, documents, consents or opinions as the Administrative Agent may reasonably require.

Section 4. Borrowing Base.

(a) The parties hereto agree that (i) this Amendment shall serve as (A) the Proposed Borrowing Base Notice pursuant to the requirements of Section 2.07(c)(ii) of the Credit Agreement and (B) the New Borrowing Base Notice pursuant to the requirements of Section 2.07(d) of the Credit Agreement, and (ii) the adjustment set forth herein constitutes the Scheduled Redetermination to occur on or about April 1, 2026 pursuant to Section 2.07(b) of the Credit Agreement.

(b) Effective as of the Second Amendment Effective Date, the Borrowing Base is hereby increased to $20,000,000. The Borrowing Base as adjusted hereby will remain in effect until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the date next adjusted in accordance with the Credit Agreement.

Section 5. Post-Closing Obligations. Within 45 days after the Second Amendment Effective Date (or such later date to which Administrative Agent may agree in writing), the Borrower shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent:

(a) Mortgages or Mortgage amendments, in each case, executed by the applicable Loan Parties covering Oil and Gas Properties of such Loan Parties such that the Mortgaged Properties represent at least 90% of the PV-10 of the Borrowing Base Properties evaluated in the most recently delivered Reserve Report; and

(b) Title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties such that in the aggregate the Administrative Agent shall have had the opportunity to review satisfactory title information on Hydrocarbon Interests constituting at least 90% of the PV-10 of the Borrowing Base Properties evaluated by the most recently delivered Reserve Report.

Section 6. Representations and Warranties. Before and after giving effect to this Amendment, the Borrower hereby confirms that (a) the representations and warranties of each Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) as of such earlier date, and (b) no Default or Event of Default shall have occurred and be continuing. The execution, delivery, and performance by each Loan Party of this Amendment and compliance with the terms and provisions hereof have been duly authorized by all requisite action on the part of such Person and do not violate any contractual or other obligation by which such Person is bound.

SECOND AMENDMENT – Page 3

Section 7. Acknowledgment and Ratification. As a material inducement to Administrative Agent and the Lenders to execute and deliver this Amendment, each Loan Party acknowledges and agrees that (a) the execution, delivery, and performance of this Amendment shall, except as expressly provided herein, in no way release, diminish, impair, reduce, or otherwise affect the obligations of such Person under the Loan Documents to which such Person is a party, (b) each Loan Document to which such Person is a party shall remain in full force and effect and shall each continue to be the legal, valid and binding obligations of such Person enforceable against such Person in accordance with its terms, and (c) it has no claims or offsets against, or defenses or counterclaims to, any of the Loan Documents. To induce the Administrative Agent and Lenders to agree to the terms of this Agreement, each Loan Party represents and warrants that as of the Second Amendment Effective Date, there are no claims or offsets or defenses or counterclaims to such Person’s obligations under the Loan Documents, and in accordance therewith each such Person: (i) waives any and all such claims, offsets, defenses or counterclaims, whether known or unknown, arising under the Loan Documents prior to the Second Amendment Effective Date; and (ii) releases and discharges the Administrative Agent and each Lender and its respective officers, directors, employees, agents, shareholders, affiliates and attorneys (the “Released Parties”) from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or other demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which such Person ever had, now has or claims to have or may have against any Released Party arising prior to the Second Amendment Effective Date and from or in connection with the Loan Documents or the transactions contemplated thereby, except those resulting from the gross negligence or willful misconduct of the Released Party.

Section 8. Effect of Amendment. Without limiting the generality of the foregoing, the consent, waiver and modifications set forth herein shall be limited precisely as set forth above, and nothing in this Amendment shall be deemed (i) to constitute a waiver of compliance or consent to noncompliance by any of the Loan Parties to, or an amendment of, any other term, provision, condition or covenant of the Credit Agreement or other Loan Documents, other than as specifically set forth herein; or (ii) to prejudice any right or remedy that the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as affected hereby. This Amendment shall constitute a Loan Document for all purposes.

Section 9. Confirmation of Security and Guaranty. Each Loan Party hereby confirms and agrees that all of the Security Instruments that presently secure the Secured Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Secured Obligations as described in the Credit Agreement as modified by this Amendment. Each Loan Party further confirms and agrees that the Guaranty Agreement that presently guarantees the Secured Obligations shall continue to guarantee, in the same manner and to the same extent provided therein, the payment and performance of the Secured Obligations as described in the Credit Agreement as modified by this Amendment.

Section 10. Incorporation of Certain Provisions by Reference. The provisions of Section 12.09 of the Credit Agreement captioned “GOVERNING LAW; JURISDICTION; ETC.” are incorporated herein by reference for all purposes.

SECOND AMENDMENT – Page 4

Section 11. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

Section 12. Entirety. This Amendment and all of the other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature pages follow.]

SECOND AMENDMENT – Page 5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

BORROWER:

U.S. ENERGY CORP.,

a Delaware corporation

By:

Name:

Ryan Smith

Title:

President and Chief Executive Officer

GUARANTORS:

ENERGY ONE LLC,

a Wyoming limited liability company

By:

Name:

Ryan Smith

Title:

President and Chief Executive Officer

NEW HORIZON RESOURCES LLC,

a North Dakota limited liability company

By:

Name:

Ryan Smith

Title:

President and Chief Executive Officer

COYOTE RESOURCES, LLC,

a Montana limited liability company

By:

Name:

Ryan Smith

Title:

President and Chief Executive Officer

SECOND AMENDMENT – Signature Page

ADMINISTRATIVE AGENT:

FIRSTBANK SOUTHWEST,

as Administrative Agent

By:

Name:

Dustin Hansen

Title:

Executive Vice President

LENDERS:

FIRSTBANK SOUTHWEST,

as a Lender and Issuing Bank

By:

Name:

Dustin Hansen

Title:

Executive Vice President

SECOND AMENDMENT – Signature Page

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_947576.htm · Sequence: 3

ex_947576.htm

Exhibit 99.1

U.S. Energy Corp. Closes Expanded Senior Secured Debt Facility, Completing Phase 1 Capital Stack for Big Sky Carbon Hub; Formally Suspends Use of Equity Line of Credit

HOUSTON, TX., April 20, 2026 -- U.S. Energy Corp. (NASDAQ: USEG) (“U.S. Energy” or the “Company”), an integrated energy company advancing a diversified industrial gas, energy, and carbon management platform, today announced the closing of an expanded senior secured debt facility (the “Facility”) that, together with proceeds from the Company’s March 2026 equity offering, is expected to complete the Phase 1 capital stack for the planned Big Sky Carbon Hub (“Big Sky”). Concurrently, the Company announced that it is formally suspending further use of its existing equity line of credit (“ELOC”).

•

Phase 1 Capital Stack Complete: The Facility, together with proceeds from the Company’s March 2026 equity offering, provides funding visibility into Phase 1 construction of Big Sky, with initial commercial operations targeted for Q1 2027.

•

Facility Structure: The $20 million facility is priced at the existing borrowing base grid plus 200 basis points (ABR + 2.25% to 3.25% depending on utilization), with no financial covenant testing until March 31, 2027, a final maturity of May 31, 2029, and no prepayment penalties.

•

ELOC Formally Suspended: The ELOC has not been drawn since March 2, 2026. The Company is formally suspending further use of the facility, which addresses a perceived dilution overhang associated with the ELOC.

•

Near-Term Execution Focus: With the Phase 1 capital stack in place, the Company’s focus shifts to plant construction and the near-term operational milestones previously outlined, including initial helium sales and carbon management operations targeted to commence in Q1 2027.

“The closing of this expanded facility completes the Phase 1 capital stack for Big Sky through a combination of the March 2026 equity offering and project-oriented senior secured debt,” said Ryan Smith, President and Chief Executive Officer. “We appreciate the continued support of our banking partners. The terms achieved here provide meaningful flexibility, with no financial covenant testing until March 31, 2027 and no prepayment penalties. The closing also allows us to formally suspend further use of our ELOC, which has not been drawn since March 2, 2026. Today’s announcement is intended to address a perceived dilution overhang tied to the ELOC and to allow investors to refocus on Phase 1 execution and the operational milestones ahead.”

Expanded Senior Secured Debt Facility

The expanded $20 million facility builds on the Company’s existing senior secured credit structure and is expected to provide the remainder of the development capital required to complete Phase 1 infrastructure at Big Sky. Key terms include:

•

Increased Facility Size: $20 million

•

Pricing: Existing borrowing base grid plus 200 basis points, ranging from ABR + 2.25% to ABR + 3.25% depending on utilization

•

Financial Covenants: No financial covenant testing until March 31, 2027

•

Maturity: May 31, 2029

•

Prepayment: No prepayment penalties

Together with the proceeds of the Company’s equity capital markets activity completed in early March 2026, the facility is expected to complete the funding required to deliver Phase 1 of Big Sky into commercial operations.

The Facility includes customary hedging requirements, which the Company has satisfied. Additional detail regarding the Company’s hedge position will be provided in its upcoming quarterly results.

Equity Line of Credit – Formal Suspension

The Company maintains an existing equity line of credit, which has served as a flexible capital tool during earlier stages of the Big Sky development program. The ELOC was last utilized on March 2, 2026, with issuances on that date executed at an average price of $1.16 per share. No issuances have been made on the facility at any point thereafter.

With the Phase 1 capital stack now in place through the Facility and the March 2026 equity offering, the Company is formally suspending further use of the ELOC and does not anticipate drawing on it in connection with Phase 1.

Operational Update

The Company continues to advance commercial discussions with potential helium offtake partners for Big Sky against a tight global helium supply backdrop. Execution of a long-term helium offtake agreement in advance of commercial operations remains a targeted near-term catalyst.

The Company continues to advance the two Monitoring, Reporting, and Verification (“MRV”) plans previously submitted to the U.S. Environmental Protection Agency for its Class II injection wells, the first of such submissions in the State of Montana. Based on the current progression of the EPA review process, approvals are anticipated during the summer of 2026, representing an important regulatory milestone supporting the Section 45Q tax credit framework central to the Big Sky economic model.

ABOUT U.S. ENERGY CORP.

U.S. Energy Corp. (NASDAQ: USEG) is building an integrated energy and carbon management platform. The Company owns and operates the Big Sky Carbon Hub and Cut Bank oil field in Montana, generating three independent revenue streams — helium, carbon management, and oil — from a wholly owned and operated asset base. U.S. Energy is positioned at the intersection of critical supply, domestic energy production, and federal energy policy. More information can be found at www.usnrg.com.

INVESTOR RELATIONS CONTACT

Mason McGuire

IR@usnrg.com

(303) 993-3200

www.usnrg.com

FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.

Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, risks relating to: the Company’s ability to complete construction of the Big Sky Carbon Hub on time and on budget; the Company’s ability to comply with the terms of its senior credit facilities; the Company’s access to capital on acceptable terms; the volatility of commodity prices, including helium, oil and natural gas; the Company’s success in discovering, estimating, developing and replacing reserves; risks related to the status and availability of gathering, transportation, processing, and storage facilities; risks relating to regulatory changes, including those related to the Section 45Q tax credit, carbon dioxide and greenhouse gas emissions; the business, economic and political conditions in the markets in which the Company operates; actions of competitors or regulators; inflationary risks and changes in interest rates; the potential disruption or interruption of the Company’s operations due to war, accidents, political events, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the Company’s control; and other risk factors included from time to time in documents the Company files with the Securities and Exchange Commission, including, but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. These reports and filings are available at www.sec.gov.

The Company cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements included in this communication are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. The Company undertakes no obligation to update these statements after the date of this release, except as required by law.

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