SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Batchelor Joshua Lane

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							148,913	D⁽⁴⁾
Common Stock	01/27/2025		D4	534,020⁽¹⁾⁽²⁾	D	$2.4778⁽³⁾	5,089,101⁽²⁾	D⁽⁵⁾
Common Stock	01/27/2025		D4	41,229⁽¹⁾⁽²⁾	D	$2.4778⁽³⁾	392,901⁽²⁾	D⁽⁶⁾
Common Stock	01/27/2025		D4	60,151⁽¹⁾⁽²⁾	D	$2.4778⁽³⁾	573,224⁽²⁾	D⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Batchelor Joshua Lane

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

1. Name and Address of Reporting Person^*

Sage Road Capital, LLC

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Banner Oil & Gas, LLC

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Woodford Petroleum, LLC

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Stamets Benjamin Andrew

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Sage Road Energy II, LP

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

Explanation of Responses:

1. On January 27, 2025, the Issuer entered into a Share Repurchase Agreement with Banner Oil & Gas, LLC, Woodford Petroleum, LLC, and Sage Road Energy II, LP (collectively, the "Selling Stockholders"). Pursuant to the Share Repurchase Agreement, the Issuer, in a private transaction repurchased 635,400 shares of common stock held by the Selling Stockholders, for an aggregate of $1,574,362 or $2.47775 per share.

2. Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnotes (5), (6) and (7).

3. Represents the price per share of shares of common stock, $0.01 par value per share, of the Issuer sold in the Issuer's January 2025 underwritten public offering, less commissions and discounts.

4. Represents shares of common stock, $0.01 par value per share of the Issuer (the "Common Stock"), held by SRC Management Company, LP ("SRC"). The shares held by SRC may be deemed to be beneficially owned by Sage Road Capital, LLC ("Sage Road"), which indirectly controls SRC, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.

5. Represents shares of the Common Stock held by Banner Oil & Gas, LLC ("Banner"). The shares held by Banner may be deemed to be beneficially owned by Sage Road, which indirectly controls Banner and manages certain funds which own a majority interest of Banner, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.

6. Represents shares of the Common Stock held by Woodford Petroleum, LLC ("Woodford"). The shares held by Woodford may be deemed to be beneficially owned by Sage Road, which indirectly controls Woodford and manages certain funds which own a majority interest of Woodford, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.

7. Represents shares of the Common Stock held by Sage Road Energy II, PC ("Sage Road Energy"). The shares held by Sage Road Energy may be deemed to be beneficially owned by Sage Road, which indirectly controls Sage Road Energy and manages certain funds which own a majority interest of Sage Road Energy, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.

Remarks:

Mr. Batchelor served as a director of the Issuer from January 5, 2022 through April 21, 2025. By virtue of being party to an Amendment and Restated Nominating and Voting Agreement, dated as of September 16, 2022 (the "Voting Agreement"), Banner, Woodford, and Sage Road and Mr. Batchelor and Mr. Stamets, due to their control of such entities, may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities reported herein with the other parties who are bound by the Voting Agreement and their control persons, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of common stock of the Issuer. In addition to Banner and Woodford, the parties to the Voting Agreement are Llano Energy LLC, which is indirectly controlled by Sage Road, but which holds no shares of the Issuer's common stock; the Issuer; Lubbock Energy Partners LLC; Synergy Offshore LLC; Banner Oil & Gas, LLC; King Oil & Gas Company, Inc.; WDM Family Partnership, LP; and Katla Energy Holdings LLC. Separately, the control persons of the other parties to the Voting Agreement may also be part of the Section 13(d) "group". The reporting persons disclaim beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 5 shall not be deemed an admission that any of the reporting persons and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, none of the reporting persons have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons). For a description of the Voting Agreement, see the Form 8-K filed by the Issuer on Sept 16, 2022.

	/s/ Joshua L. Batchelor	02/11/2026
	/s/ Benjamin A. Stamets	02/11/2026
	/s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC	02/11/2026
	/s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC	02/11/2026
	/s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC	02/11/2026
	/s/ Joshua L. Batchelor, Manager of Sage Road Energy II, LP	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 5 filed by Batchelor Joshua Lane