Joshua L. Batchelor - 31 Dec 2025 Form 5 Insider Report for US ENERGY CORP (USEG)

Role
Director, Member of 10% owner group, 10%+ Owner
Signature
/s/ Joshua L. Batchelor
Issuer symbol
USEG
Transactions as of
31 Dec 2025
Net transactions value
-$1,574,394
Form type
5
Filing time
12 Feb 2026, 12:58:02 UTC
Previous filing
28 Oct 2025
Next filing
04 Mar 2026
SEC
View on sec.gov

Reporting Owners (6)

Name Relationship Address Signature Signature date CIK
Batchelor Joshua Lane Director, Member of 10% owner group, 10%+ Owner 2121 SAGE ROAD, SUITE 325, HOUSTON /s/ Joshua L. Batchelor 11 Feb 2026 0001903548
Sage Road Capital, LLC Member of 10% owner group, 10%+ Owner 2121 SAGE ROAD, SUITE 325, HOUSTON /s/ Benjamin A. Stamets 11 Feb 2026 0001903543
Banner Oil & Gas, LLC Member of 10% owner group, 10%+ Owner 2121 SAGE ROAD, SUITE 325, HOUSTON /s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC 11 Feb 2026 0001903556
Woodford Petroleum, LLC Member of 10% owner group 2121 SAGE ROAD, SUITE 325, HOUSTON /s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC 11 Feb 2026 0001903542
Stamets Benjamin Andrew Member of 10% owner group, 10%+ Owner 2121 SAGE ROAD, SUITE 325, HOUSTON /s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC 11 Feb 2026 0001904963
Sage Road Energy II, LP Member of 10% owner group 2121 SAGE ROAD, SUITE 325, HOUSTON /s/ Joshua L. Batchelor, Manager of Sage Road Energy II, LP 11 Feb 2026 0001696210

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USEG Common Stock Disposed to Issuer $1,323,195 -534,020 -9.5% $2.48 5,089,101 27 Jan 2025 Direct F1, F2, F3, F5
transaction USEG Common Stock Disposed to Issuer $102,157 -41,229 -9.5% $2.48 392,901 27 Jan 2025 Direct F1, F2, F3, F6
transaction USEG Common Stock Disposed to Issuer $149,042 -60,151 -9.5% $2.48 573,224 27 Jan 2025 Direct F1, F2, F3, F7
holding USEG Common Stock 148,913 31 Dec 2025 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnotes (5), (6) and (7).
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.