Form 8-K

8-K — US ENERGY CORP

Accession: 0001437749-26-013368

Filed: 2026-04-27

Period: 2026-04-24

CIK: 0000101594

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — useg20260424_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_950842.htm)

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0000101594

2026-04-24

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 24, 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

(Address of principal executive offices)

77057

(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.

On April 24, 2026, U.S. Energy Corp. (“U.S. Energy,” “we,” “us” or the “Company”) entered into a Helium Sales Agreement (the “Helium Sales Agreement”) with an investment-grade industrial gas company with global distribution infrastructure (the “Counterparty”) for the sale of contained helium to be produced at the Company’s helium purification plant being constructed near Oilmont, Montana (the “Plant”), which plant is expected to process helium-bearing gas produced from the Kevin Dome.

The Helium Sales Agreement provides for the sale by the Company, and the purchase by the Counterparty, of one hundred percent (100%) of the contained helium produced by the Plant, subject to a maximum quantity of 1.2 million cubic feet per month. The Counterparty is obligated to take delivery of, or pay for such production volumes made available by the Company each month, subject to customary exceptions for force majeure, non-conforming product and other conditions set forth in the Helium Sales Agreement.

Term. The Helium Sales Agreement has an initial term of five (5) years commencing on the first day of the month in which the Company completes filling of the first tube trailer with product for delivery to the Counterparty from the Plant (the “Commencement Date”). The Company anticipates, but does not guarantee, that the Commencement Date will occur on or about March 1, 2027, with a contractual outside date of July 1, 2027, after which the Counterparty has the right, but not the obligation, to terminate the Helium Sales Agreement if the Commencement Date has not then occurred. The parties have agreed to commence good faith discussions regarding an extension of the term not later than nine (9) months prior to the scheduled expiration of the initial term.

Price. The Helium Sales Agreement provides for a fixed base price of $285.00 per thousand standard cubic feet (“MCF”) of contained helium, EX-WORKS Plant (Incoterms 2020). Title and risk of loss to the product pass to the Counterparty at the Plant upon connection of the Counterparty’s tractor to its tube trailer following filling. As a result, the contract price represents an “all-in” or “bottom-line” price to the Company, with the Counterparty being responsible for picking up the contained helium at the Plant and for all downstream transportation, tolling, processing and distribution costs. Beginning March 1, 2028, and on each March 1 thereafter during the term, the base price will be adjusted annually by the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U, U.S. City Average, all items) from a January 2027 base, as more fully described in the Helium Sales Agreement.

Price Redetermination and Right of First Refusal. Either party may request good faith discussions regarding a redetermination of the price no earlier than 180 days and no later than 90 days prior to the end of the third contract year. If the parties are unable to reach agreement within the negotiation period specified in the Helium Sales Agreement, the Counterparty is required to submit a final good faith offer. If the Company does not accept the Counterparty’s final offer, the Company may solicit third-party offers for the contained helium, in which case the Counterparty has a right of first refusal to match the most favorable third-party offer (including all material terms and conditions) at a five percent (5%) premium, with such matched price and terms becoming effective on the first day of the fourth contract year. If the Counterparty does not exercise its right of first refusal, the Company may either accept the Counterparty’s final offer or terminate the Helium Sales Agreement upon not less than 90 days’ prior written notice. If the Counterparty’s final offer exceeds the most favorable third-party offer, such final offer becomes the price effective as of the first day of the fourth contract year.

Other Terms. The Helium Sales Agreement contains customary provisions regarding product specifications, measurement, take-or-pay obligations (including a 2.5% deminimis threshold before penalties apply and mitigation through third-party resales), billing and payment, warranties (including a disclaimer of implied warranties of merchantability and fitness for a particular purpose), limitation of liability (including a mutual waiver of special, indirect, incidental, exemplary, punitive and consequential damages), confidentiality, force majeure, default and termination, assignment, and dispute resolution. The Helium Sales Agreement is governed by the laws of the State of Texas.

The Company has not filed a copy of the Helium Sales Agreement as an exhibit to this Current Report on Form 8-K. The foregoing description of the Helium Sales Agreement is a summary of the material terms of the Helium Sales Agreement and is qualified in its entirety by reference to the Helium Sales Agreement. The Company intends to file the Helium Sales Agreement as an exhibit to a subsequent periodic report, with such redactions as are permitted under Item 601(b)(10) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On April 27, 2026, the Company issued a press release announcing the entry into the Helium Sales Agreement. 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 Helium Sales Agreement represents the long-term helium offtake agreement previously identified by the Company as a targeted near-term catalyst in connection with the development of its planned Big Sky Carbon Hub. The Company currently anticipates initial helium sales and carbon management operations to commence in the first quarter of 2027, subject to the timely completion of Plant construction and commissioning and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, of which there is no assurance.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1**

Press Release dated April 27, 2026

104

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

** Furnished herewith.

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,” “target,” “project” and other similar expressions. Forward-looking statements in this Current Report include, without limitation, statements regarding the timing of the Commencement Date under the Helium Sales Agreement, the anticipated commencement of Plant operations and initial helium sales, expected Plant production volumes, the timing and scope of any future price redetermination or extension of the Helium Sales Agreement, the development of the Company's planned Big Sky Carbon Hub (including the timing, scope, processing capacity, and capital requirements of any Phase 2 expansion and the Company's ability to obtain additional financing for any such expansion), expected Section 45Q tax credit qualification, the timing and outcome of EPA Monitoring, Reporting, and Verification plan reviews, and the expected benefits to the Company of the Helium Sales Agreement. 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 furnished as Exhibit 99.1 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. 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 authorized.

U.S. ENERGY CORP.

By:

/s/ Ryan Smith

Ryan Smith

Chief Executive Officer

Dated:

April 27, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

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ex_950842.htm

Exhibit 99.1

U.S. Energy Corp. Signs Five-Year Helium Offtake Agreement with Investment-Grade Global Leader in Industrial Gases

Agreement Positions Helium as Initial Contracted Revenue Stream Within Multi-Revenue Platform

HOUSTON, TX, April 27, 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 execution of a five-year helium sales agreement (the “Agreement”) with a global, investment-grade industrial gas company (the “Counterparty”) for the sale of contained helium to be produced at U.S. Energy’s Big Sky Carbon Hub (“Big Sky”) in Montana. The Agreement establishes long-term contracted cash flow supporting Phase 1 commercial operations, which remain targeted for the first quarter of 2027.

•

Investment-Grade Counterparty: Agreement with an investment-grade global industrial gas company and leading helium distributor, demonstrating strong Counterparty credit quality, commercial validation, and secured access to end markets.

•

Five-Year, 100% Take-or-Pay Contract: Counterparty obligated to purchase, or pay for if not taken, 100% of helium production over a five-year initial term, materially reducing volume and demand risk.

•

Fully Contracted Phase 1 Helium Volumes: Up to 1.2 million cubic feet (“MMCF”) per month (14.4 MMCF annually), reflecting expected Phase 1 processing capacity and supporting initial commercial operations. This does not include Phase 2 processing capacity, which is anticipated to deliver 2-3x greater processing capacity and is expected to come online in 2029.

•

Fixed $285/MCF Plant-Gate Pricing: Pricing fixed at $285 per thousand standard cubic feet (“MCF”) of contained helium on an all-in plant-gate basis, with no deductions; Counterparty assumes all transportation, processing and downstream costs.

•

Annual CPI-Linked Price Escalation: Pricing escalates annually beginning March 1, 2028 based on the U.S. Consumer Price Index for All Urban Consumers (CPI-U, U.S. City Average, all items), providing inflation-linked revenue growth over the contract term.

•

Year-Three Price Redetermination with Right of First Refusal: Either party may request a price redetermination in year three. If the Company solicits third-party offers, the Counterparty has the right to match the most favorable offer at a 5% premium and retain the contract, with such matched pricing effective as of the first day of year four.

“The execution of this agreement with an investment-grade industrial gas company with global distribution infrastructure represents a defining milestone for U.S. Energy and validates years of development work at Big Sky,” said Ryan Smith, President and Chief Executive Officer of U.S. Energy. “This contract establishes long-term, contracted helium revenues and meaningfully de-risks Phase 1 commercial operations at Big Sky. It also reflects the strength we’re seeing in the helium market today, where constrained global supply and increasing demand for reliable volumes are supporting a step up in long-term pricing. Under this agreement, U.S. Energy has effectively secured fixed pricing of $285 per MCF on an all-in, plant-gate basis, capturing attractive market pricing with no downstream cost exposure and providing a clean, predictable netback. Combined with the recently expanded senior secured credit facility announced on April 20, 2026, U.S. Energy now has both a fully funded Phase 1 capital stack and long-term contracted cash flow from an investment-grade counterparty supporting commercial operations. With this agreement in place, Big Sky transitions from a development-stage asset to a contracted industrial gas platform, positioning U.S. Energy within the global industrial gas and critical minerals value chain.”

Strategic Significance and Operational Update

The Agreement also complements the Company’s previously announced carbon management strategy at Big Sky. CO₂ recovery, sequestration, and associated Section 45Q tax credit generation remain distinct revenue streams from the helium offtake contracted under the Agreement, and U.S. Energy continues to advance its two Monitoring, Reporting, and Verification (“MRV”) plan submissions with the U.S. Environmental Protection Agency. EPA approvals of those submissions are anticipated during the summer of 2026.

Near-Term Execution Focus

With the Phase 1 capital stack complete following the April 20, 2026 closing of the Company’s expanded senior secured debt facility, and with the Agreement establishing long-term contracted cash flow, the Company’s focus remains on execution of Phase 1 construction at Big Sky, advancement of MRV approvals, and preparation for first commercial operations targeted for the first quarter of 2027.

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. Forward-looking statements in this release include, without limitation, statements regarding the timing of first commercial production and the Commencement Date under the Agreement, expected Plant production volumes, projected contracted revenue, the timing and outcome of any future price redetermination or extension of the Agreement, anticipated Phase 1 and Phase 2 development at Big Sky, the timing, scope, and capital requirements of Phase 2 development at Big Sky, the Company’s ability to obtain additional financing for Phase 2, expected Section 45Q qualification and MRV approvals, and the Company’s expected emergence as a participant in the global industrial gas and critical minerals value chain.

Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, construction and commissioning risks associated with the Big Sky processing facility; the risk that the Commencement Date under the Agreement does not occur by the contractual outside date of July 1, 2027; helium market conditions and pricing; changes in CPI and related escalation outcomes; the outcome of the year-three price redetermination process and the Counterparty’s exercise or non-exercise of its right of first refusal; the timing and outcome of EPA MRV reviews; modifications to the Section 45Q tax credit program; counterparty performance risk; and the other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, its subsequent Quarterly Reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission, which are available at www.sec.gov. The Company undertakes no obligation to update these statements after the date of this release, except as required by law.

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Apr. 24, 2026

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