SEC Form DEFA14A filed by U.S. Energy Corp.

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

Filed by the Registrant ☒  

Filed by party other than the registrant ☐ 

Check the appropriate box:

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

EXPLANATORY NOTE

On April 17, 2025, U.S. Energy Corp. (the “Company”) filed its definitive Proxy Statement (“Proxy Statement”) and form of proxy relating to the solicitation of proxies by the Company in connection with its 2025 Annual Meeting of Stockholders to be held on May 16, 2025.

On April 22, 2025, the Company filed a Current Report on Form 8-K announcing the resignation of Joshua Batchelor as a member of the Board of Directors of the Company, which event occurred after the filing of the Proxy Statement (the “Form 8-K”). The information included in the Form 8‑K under “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” supplements certain information in the Proxy Statement and should be read in conjunction therewith.

Except as supplemented herein, all information in the Proxy Statement remains accurate and should be considered in casting your vote before or at the Annual Meeting.

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 16, 2025

U.S. ENERGY CORP.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Director

On April 16, 2025, Joshua Batchelor, notified U.S. Energy Corp.’s (the “Company’s”) Board of Directors (“Board”) of his decision to not stand for re-election at the Company’s 2025 Annual Meeting of Stockholders to be held on May 16, 2025.

Subsequently on April 21, 2025, Mr. Batchelor resigned from the Board, effective immediately as of such date.

Mr. Batchelor served on the Operations Committee of the Board until his resignation. Mr. Batchelor’s decision to not stand for re-election and to resign from the Board is related to fund management operations at Sage Road Capital, which entity he co-manages, and is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Board is expected to reduce the size of the Board to six members effective at the time of the 2025 Annual Meeting.

Mr. Batchelor was the nominee of Banner Oil & Gas, LLC, Woodford Petroleum, LLC and Llano Energy LLC (collectively, “Banner’s”) pursuant to that certain Amended and Restated Nominating and Voting Agreement dated September 16, 2022, as described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 17, 2025, under the heading “Corporate Governance— Nominating and Voting Agreement and Board Appointment Rights”. Banner is not expected to nominate a replacement nominee to the Board at this time.

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.