US ENERGY CORP

For the period ended May 8, 2026. Filed Apr 6, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 8, 2026 · Filed Apr 6, 2026

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BSIN$1.33+0.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

U.S. Energy Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

U.S. ENERGY CORP.

1616 Voss, Suite 725

Houston, TX 77057

Notice of 2026 Annual Meeting of Stockholders of

April 6, 2026

Dear Stockholders:

We are pleased to provide you with notice of our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The timing, location and summary of each of the proposals to be voted upon are as follows:

Date:	May 8, 2026	Time:	9:00 AM CDT
Place:	1616 Voss, Suite 725 Houston, TX 77057

Purposes:	1.	To elect two nominees as a Class One directors, as identified in the accompanying Proxy Statement (John A. Weinzierl and D. Stephen Slack)) to serve until the third succeeding annual meeting of stockholders (to be held in 2029) and until each of their successors have been duly elected or appointed and qualified;
	2.	To ratify the appointment of Weaver & Tidwell, L.L.P. as our independent auditor for the fiscal year ending December 31, 2026;
	3.	Advisory vote to approve named executive officer compensation; and
	4.	To approve for purposes of complying with Section 5635(d) of the Listing Rules (the “Nasdaq Listing Rules”) of the Nasdaq Stock Market LLC, the issuance of shares of the Company's common stock, par value $0.01 per share ("Common Stock"), to Roth Principal Investments, LLC ("Roth Principal Investments") pursuant to the terms of that certain Common Stock Purchase Agreement, dated as of October 9, 2025 (the "Common Stock Purchase Agreement"), between the Company and Roth Principal Investments, in an amount that ma equals or exceeds 20% of the total shares of the Company's Common Stock outstanding immediately prior to the entry into the Purchase Agreement (the "Nasdaq 20% Cap Removal Proposal"); and
	5.	To approve such other business as may arise that can properly be conducted at the Annual Meeting, or any adjournment or postponement thereof in accordance with the Bylaws of the Company.

The formal Proxy Statement that follows this letter provides extensive background information about each of the proposals, along with the recommendations of our Board of Directors to vote in favor of each of the proposals.

Only stockholders of record at the close of business on March 9, 2026 are entitled to receive notice of and to vote at the Annual Meeting. The Notice of the 2026 Annual Meeting, this Proxy Statement and a copy of our Annual Report for the fiscal year ended December 31, 2025 and the means to vote by internet are available atwww.proxyvote.com. Please read this information carefully before voting your proxy.

The Securities and Exchange Commission (“SEC” or the "Commission") has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:

●	the full set delivery option; or

●	the notice only option.

A company may use a single method for all of its stockholders, or use full set delivery for some while adopting the notice only option for others.

Under the full set delivery option, a company delivers all proxy materials to its stockholders by mail. In addition to delivery of proxy materials to stockholders, the company must post all proxy materials on a publicly-accessible website and provide information to stockholders about how to access the website.

In connection with the Annual Meeting, we have elected to use the full set option.

Whether or not you plan to attend the meeting, please take the time to vote:

●	Via the internet – Go to the website shown on your proxy card;

●	Via telephone – Call the toll-free number shown on your proxy card; or

●	Via mail – Complete, sign and date your proxy card (if you requested one) and mail it in the postage paid envelope.

If you were a stockholder of record at the close of business on March 9, 2026, you may attend and vote at the Annual Meeting. The names of stockholders of record entitled to vote at the Annual Meeting will be available for review at the Annual Meeting.

If you wish to attend the Annual Meeting and vote in person, but you hold your shares through a broker or other nominee (i.e., your shares are held in “street name”), contact your broker or nominee promptly to obtain a “legal proxy,” which you must bring to the meeting in order to vote in person at the meeting. Thank you for your support for the recommendations of our Board of Directors.

By Order of the Board of Directors

/s/ John A. Weinzierl

Chairman

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