Group 1: Carry Regime and Market Dynamics - The "Carry Bubble" framework suggests that major commodity cycles are influenced by a broader carry cycle, which is characterized by leveraging low-yielding currencies to invest in higher-yielding assets [3][4][5] - Carry trades are reliant on stable conditions and often yield small, steady gains until volatility disrupts the market, leading to significant losses [6][8] - The current market environment reflects a carry regime where large companies and growth stocks outperform value stocks, driven by low rates and low volatility [8][9][10] Group 2: Transition from Carry to Anti-Carry - Carry regimes are inherently unstable and tend to unwind abruptly, often triggered by shifts in monetary policy or significant increases in volatility [12][13][14] - Historical patterns indicate that major shifts in monetary regimes have consistently ended carry bubbles and initiated bull markets in resource equities [17][18][19] - The current administration's approach to monetary policy suggests a potential regime shift, which could lead to a rotation from carry-dependent assets to undervalued resource equities [19][20] Group 3: Natural Resource Equities - Natural resource equities typically struggle during carry regimes but may become attractive as the market transitions to an anti-carry environment [10][12] - The shift from carry to anti-carry could lead to a resurgence in resource equities, as capital flows back to assets with real scarcity and cash flow [25][24] - Historical examples show that after previous carry bubbles, resource equities gained significant market share, indicating a potential for similar outcomes in the current cycle [23][18] Group 4: Gold and Oil Market Dynamics - Gold has been a strong performer, with prices rising significantly, while the market is beginning to see a shift towards oil as a new opportunity [30][36] - The current gold-oil ratio indicates that oil is undervalued compared to historical standards, suggesting potential for a rally in oil prices [54][56] - The supply dynamics for oil are tightening, with non-OECD production growth slowing, which could lead to a significant price increase in the near future [56][62] Group 5: Commodity Price Trends - Commodity prices showed modest rebounds in the third quarter of 2025, with the Goldman Sachs Commodity Index rising by 1.3% and the North American Natural Resource Index advancing by 10.9% [58] - Precious metals, particularly gold and silver, have outperformed other commodities, with gold prices increasing by 16% and silver by 30% in the third quarter [75] - The agricultural sector has seen mixed price movements, with corn prices expected to face downward pressure despite a potential bottoming out in the market [94][96][102]

Tariff Policy and Market Reactions - President Trump proposed a $2,000 "tariff dividend" for low-income Americans, funded by tariffs, aimed at providing financial relief and reducing national debt, though details remain unclear [2][3] - The proposal could potentially increase U.S. debt by $600 billion, which is double the projected tariff revenue for 2025, raising concerns about inflation [3] - The administration announced a rollback of 40% tariffs on Brazilian agricultural products to combat rising U.S. food prices, creating a contradiction in tariff policy [4] China Trade Relations - A looming 155% tariff on Chinese imports previously caused significant declines in major U.S. indices, but a deal was reached to lower tariffs on certain imports related to fentanyl by 10 percentage points [5] - The market reacted swiftly to these tariff changes, reflecting the volatility and unpredictability of trade relations under the current administration [5] Pharmaceutical Industry Developments - President Trump announced deals with Eli Lilly and Novo Nordisk to reduce prices of weight loss drugs from $500-$1,000 to $149-$350 per month for government programs and cash payers [6] - Eli Lilly's stock rose after reaching a $1 trillion market value, while Novo Nordisk experienced initial stock declines but later showed recovery due to FDA approval news [7][9] - Analysts predict a low single-digit negative impact on Novo Nordisk's global sales growth due to price cuts, but potential volume increases in the mid- to long-term [9] Offshore Drilling Initiatives - The Trump administration announced plans for new offshore oil drilling off Florida's Gulf Coast and California, reversing previous policies to enhance U.S. energy security [10] - This initiative has drawn bipartisan criticism from environmental groups and local politicians, indicating potential political and regulatory challenges ahead [11] Market Indices Performance - Major U.S. stock indices have shown significant volatility in response to tariff announcements and other policy changes, with notable sell-offs following threats of high tariffs on China [12] - The market's reaction to policy changes is characterized by rapid movements, often leading to a "buy the rumor, sell the news" phenomenon [12] Conclusion on Market Dynamics - The impact of President Trump's policies on the stock market remains dynamic and unpredictable, with swift market reactions to announcements across various sectors [13] - Investors are navigating a landscape marked by constant change, where a single statement can lead to significant sector movements [13]

Market Volatility - The markets have experienced significant volatility, with the S&P 500 down over 5% from its all-time high and the Dow Jones Industrial Average swinging 1,100 points in a single day [2] - Major tech stocks, including Nvidia, have also faced declines, reflecting the unpredictable nature of the current market environment [2] Tariff Impacts - President Trump's announcement of a 100% tariff on Chinese goods led to a severe market reaction, with the S&P 500 dropping 2.7% and the Dow losing 878 points on October 10, 2025 [3][4] - The average U.S. tariff on Chinese goods has fluctuated dramatically, impacting U.S. households with estimated costs of $1,200 in 2025 and $1,600 in 2026 [4] Pharmaceutical Sector Concerns - The pharmaceutical industry is facing anxiety due to a 100% tariff on branded or patented products, which could lead to increased costs and supply disruptions [5] - Analysts predict that prescription prices will rise, contributing to inflationary pressures in the sector [5] Energy Policy Developments - The Trump administration's plans for new offshore oil drilling aim to enhance U.S. energy security, but the market reaction has been mixed, with potential benefits for fossil fuel stocks and setbacks for renewable energy investments [6][7] - Analysts suggest that increased crude supplies could lead to lower oil prices, impacting oil stocks negatively [7] Federal Reserve Independence - President Trump's public criticism of Federal Reserve Chair Jerome Powell has created uncertainty regarding the Fed's independence, leading to market instability [8][9] - The potential for Powell's dismissal has caused fluctuations in major stock indexes, highlighting the sensitivity of markets to political statements [9] Geopolitical Influences - Trump's proposed peace plan for Russia and Ukraine has positively affected the Russian stock market, with the Moscow Exchange Index rising 2.4% [11] - However, the global market remains focused on broader economic challenges, indicating a disconnect between regional and global market reactions [11] Conclusion on Market Dynamics - The current market environment is characterized by unpredictability, driven by tariff threats, central bank independence concerns, and geopolitical maneuvers [12][13] - Investors are advised to brace for continued volatility as the political landscape evolves, impacting market stability [13]

Production and Sales - U.S. Energy reported total hydrocarbon production of approximately 35,326 BOE in Q3 2025, with oil production accounting for 75% of total production[15] - Total oil and gas sales for Q3 2025 were approximately $1.7 million, a decrease from $5.0 million in Q3 2024, primarily due to the company's divestiture program[15] - Total revenue for Q3 2025 was $1,738,000, compared to $4,957,000 in Q3 2024, representing a decrease of 65%[27] Financial Performance - The company's adjusted EBITDA was ($1.3) million in Q3 2025, compared to $1.9 million in Q3 2024, with a net loss of $3.3 million or $0.10 per diluted share[18] - Adjusted EBITDA for Q3 2025 was $(1,334,000), compared to $1,846,000 in Q3 2024, indicating a decline in operational performance[31] - Operating loss for Q3 2025 was $(3,379,000), compared to $(4,152,000) in Q3 2024, reflecting a 19% improvement[27] - Net loss for the nine months ended September 30, 2025, was $12,510,000, compared to a net loss of $13,758,000 for the same period in 2024, showing an improvement of 9%[28] Assets and Liabilities - Total assets as of September 30, 2025, were $46,497,000, down from $49,667,000 at December 31, 2024, a decrease of 4%[25] - Total current liabilities decreased to $8,468,000 as of September 30, 2025, from $12,348,000 at December 31, 2024, a reduction of 31%[27] - Proved oil and natural gas properties decreased to $135,552,000 as of September 30, 2025, from $142,029,000 at December 31, 2024, a decline of 5%[25] Liquidity and Cash Flow - U.S. Energy ended Q3 2025 with approximately $11.4 million in available liquidity, providing flexibility for growth initiatives[12] - Cash and equivalents decreased to $1,415,000 as of September 30, 2025, from $7,723,000 at the beginning of the period[28] Resource Development - The company achieved a combined peak rate of 12.2 MMcf/d from three industrial gas wells, with flows restricted to ~8.0 MMcf/d to preserve reservoir value[9] - The current industrial gas resource report indicates 1.28 BCF of net helium resources and 443.8 BCF of net CO2 resources contingent upon future development[10] - The company plans to drill one additional industrial gas well in Spring 2026 and has finalized the design for an initial gas processing facility[9] Regulatory and Environmental Initiatives - The EPA Monitoring, Reporting, and Verification plan was submitted in October 2025, with approval expected by Spring-Summer 2026, enabling the capture of federal carbon credits[9] Shareholder Information - The company reported a total of 32,793,272 basic and diluted weighted average shares outstanding for Q3 2025, compared to 28,052,356 for Q3 2024[27] Impairment - The company incurred impairment of oil and natural gas properties amounting to $3,628,000 for the nine months ended September 30, 2025, compared to $6,843,000 for the same period in 2024[28]

Financial Performance - Total revenue for Q3 2025 was $1,738,000, a decrease of 65% compared to $4,957,000 in Q3 2024[18] - Net loss for Q3 2025 was $3,341,000, compared to a net loss of $2,247,000 in Q3 2024, representing an increase in loss of 48.6%[18] - Oil revenue for Q3 2025 was $1,587,000, a decrease of 63.7% from $4,375,000 in Q3 2024[18] - Operating loss for Q3 2025 was $3,379,000, compared to an operating loss of $4,152,000 in Q3 2024, a decrease in loss of 18.6%[18] - Basic and diluted loss per share for Q3 2025 was $0.10, compared to $0.08 in Q3 2024, reflecting a 25% increase in loss per share[18] - For the nine months ended September 30, 2025, the net loss was $12,510,000, a decrease from a net loss of $13,758,000 in the same period of 2024, representing a 9.1% improvement[20] - Total revenue for the nine months ended September 30, 2025, was $5.959 million, a decrease of $10.435 million or 64% compared to $16.394 million in the same period of 2024, driven by a 60% decline in production quantities[141] - Oil revenue dropped by 64% to $5.201 million, while natural gas and liquids revenue fell by 58% to $758 thousand for the nine months ended September 30, 2025[141] Assets and Liabilities - Total current assets decreased to $2,799,000 as of September 30, 2025, down from $9,724,000 as of December 31, 2024, a decline of 71.2%[16] - Total liabilities decreased to $21,458,000 as of September 30, 2025, down from $25,846,000 as of December 31, 2024, a reduction of 17.0%[17] - Total assets decreased to $46,497,000 as of September 30, 2025, down from $49,667,000 as of December 31, 2024, a decline of 4.4%[16] - Accumulated deficit increased to $(210,428,000) as of September 30, 2025, compared to $(197,918,000) as of December 31, 2024, an increase of 6.3%[17] - The Company had asset retirement obligations totaling $13.031 million as of September 30, 2025, down from $14.083 million at the beginning of the year[74] Cash Flow and Financing - Net cash used in operating activities was $(6,281,000) for 2025, compared to $2,891,000 provided in 2024, indicating a significant decline in cash flow from operations[20] - The company reported cash and equivalents of $1,415,000 at the end of the period, an increase from $1,155,000 at the end of the same period in 2024[20] - The company’s net cash provided by financing activities was $9,641,000 in 2025, a significant increase compared to $(5,778,000) in 2024, indicating improved financing conditions[20] - Cash used in operating activities was $6.3 million for the nine months ended September 30, 2025, primarily due to a net loss of $12.5 million[166] - Cash used in investing activities was $9.7 million for the nine months ended September 30, 2025, compared to cash provided of $0.7 million in the same period of 2024[167] - Cash provided by financing activities was $9.6 million for the nine months ended September 30, 2025, driven by the equity offering[168] Capital Expenditures and Investments - The company incurred $7,653,000 in industrial gas capital expenditures in 2025, a substantial increase from $1,599,000 in 2024, reflecting a focus on expansion[20] - The acquisition of industrial gas properties amounted to $2,128,000 in 2025, down from $2,368,000 in 2024, indicating a slight reduction in acquisition spending[20] - The Company anticipates capital expenditures of approximately $9.8 million for the acquisition and development of industrial gas properties during the nine months ended September 30, 2025[163] Shareholder Activities - The company completed a related party acquisition of 24,000 net operated acres for a total consideration of $4.7 million, which included $2 million in cash and 1,400,000 shares of common stock[36][38] - On January 27, 2025, the Company repurchased a total of 635,400 shares of common stock for an aggregate of $1.574 million, averaging approximately $2.48 per share, representing an 8.2% premium to the closing price on that date[62] - The ongoing share repurchase program was extended for up to $5.0 million, now scheduled to expire on June 30, 2026[69] - The Company repurchased a total of 3,514,370 shares under its ongoing share repurchase program, which is authorized for up to $5.0 million and set to expire on June 30, 2026[187] Operational Highlights - The company operates primarily in the exploration and production segment of the oil and natural gas industry, with significant properties in the Rockies, Mid-Continent, and Gulf Coast regions[26] - The Company drilled 2 new industrial gas wells in Montana during the first half of 2025, with first production anticipated in 2026[120] - The Company plans to seek additional opportunities in the oil, natural gas, and industrial gas sectors, including acquisitions and partnerships for exploration and development projects[125] Risk Factors - A prolonged U.S. federal government shutdown could adversely impact the company's business, operations, and financial condition due to delays in regulatory approvals and contract awards[181] - The company faces risks from tariffs and trade barriers imposed by the U.S. or foreign governments, which may lead to higher costs for raw materials and components[183] - Continued global trade tensions could materially affect the company's business, financial condition, results of operations, and cash flows[184] Internal Controls and Compliance - The company has identified a material weakness in internal control over financial reporting as of December 31, 2024, due to deficiencies in its accounting system[173] - The company plans to assess controls over a new accounting system implemented in January 2025 to remediate the identified material weakness by year-end 2025[175] - As of September 30, 2025, the company was in compliance with all financial covenants related to its credit facility[153]

Core Insights - U.S. Energy Corporation reported operational progress in Q3 2025, particularly in advancing its Montana industrial gas project, with a focus on upstream development, infrastructure, and carbon management [2][3] - The company aims to unlock new revenue streams through the construction of a gas processing facility and carbon initiatives, enhancing oil recovery and maximizing value realization [2][3] Upstream Development - The company drilled two additional industrial gas wells in Q3 2025, totaling three high-deliverability wells in the Duperow Formation, achieving a combined peak rate of 12.2 million cubic feet per day (MMcf/d) [7] - The wells have a composition of approximately 0.5% helium and 85% CO₂, with flows restricted to preserve reservoir value until infrastructure is operational [7] Infrastructure Development - The design for the initial gas processing facility is complete, with construction expected to begin in early 2026 [7] - The company acquired 80 acres in Toole County, MT for $240,000 to serve as the facility site, with construction of the infill gathering system scheduled for early 2026 [7] Carbon Management Initiatives - The company submitted an EPA Monitoring, Reporting, and Verification (MRV) plan in October 2025, with approval anticipated by Spring-Summer 2026, enabling the capture of federal carbon credits [7] - The company is progressing with near-term enhanced oil recovery (EOR) projects using recycled CO₂ on legacy oil assets [7] Financial Results - U.S. Energy reported total hydrocarbon production of approximately 35,326 barrels of oil equivalent (BOE) in Q3 2025, with total oil and gas sales of approximately $1.7 million, down from $5.0 million in Q3 2024 [13] - Lease operating expenses (LOE) for Q3 2025 were approximately $1.0 million, or $29.36 per BOE, compared to $3.1 million, or $28.95 per BOE, in the prior year [14] - The company reported a net loss of $3.3 million, or a loss of $0.10 per diluted share, in Q3 2025, compared to an adjusted EBITDA of ($1.3) million [16][24] Resource Report - An industrial gas resource report indicated 1.28 billion cubic feet (BCF) of net helium resources and 443.8 BCF of net CO₂ resources in the Kevin Dome asset [8] - The report reflects gas concentrations of 0.4% - 0.5% helium and 84% - 85% CO₂, consistent with the company's recent development activities [8] Balance Sheet and Liquidity - As of September 30, 2025, U.S. Energy had approximately $11.4 million in available liquidity, providing flexibility for growth initiatives [10] - The company ended the third quarter with a cash balance of $1.4 million and no outstanding debt [10][11]

Market Overview - Analysts expect markets to remain firm, driven by positive global cues, macro-economic data, and domestic Q2 earnings [1][13] - GIFT Nifty traded higher by 55 points, or 0.21%, at 26,145, indicating a positive start for Dalal Street [2][13] U.S. Market Performance - All three major U.S. stock indexes reached record closing highs, with Nvidia shares rising due to its announcement of building AI supercomputers for the U.S. Department of Energy [3][13] - Nvidia has $500 billion in bookings for its AI chips, reflecting strong demand in the technology sector [3][13] Asian Market Trends - Asian stocks opened higher, supported by Wall Street's optimism regarding AI's impact on technology profits and expectations of a Federal Reserve interest-rate cut [7][13] Currency and Economic Indicators - The U.S. dollar is near a one-week low against major peers ahead of a widely anticipated interest rate cut from the Federal Reserve [8][13] - The Indian rupee depreciated by 8 paise to close at 88.27 against the U.S. dollar, influenced by weak domestic stock markets and foreign fund outflows [12][13]

Table of Contents As filed with the Securities and Exchange Commission on October 9, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. Energy Corp. (Exact name of registrant as specified in its charter) | Delaware | 1311 | 83-0205516 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification C ...

Core Insights - Fermi Ord Shs (NASDAQ:FRMI) experienced a significant price increase following its Nasdaq debut, closing at $35.50 after-hours, a 9.14% rise from the previous day [1] - The company debuted at $25, reflecting a 19% increase from its initial public offering (IPO) price of $21, resulting in a valuation of $14.8 billion [2] Company Overview - Fermi, a data center real estate investment trust (REIT), sold 32.5 million shares at $21 each, after initially pricing them between $18 and $22 [3] - Founded in January 2025, Fermi achieved a $12.5 billion IPO valuation shortly after issuing convertible bonds at a $3 billion valuation, marking it as a rare pre-revenue company with a valuation exceeding $10 billion [4] Project and Future Plans - Co-founded by Rick Perry, Fermi aims to build an energy and data complex powered by nuclear, natural gas, and solar energy, with Project Matador expected to deliver 1.1 gigawatts by the end of 2026 and plans to scale up to 11 gigawatts [5] - The company has entered a non-binding 20-year letter of intent with its first tenant, with revenue anticipated to start in 2027 [5] Market Sentiment - Despite the positive debut, Benzinga's Edge Stock Rankings indicate that FRMI has a negative price trend across all time frames [6]

Core Insights - Fermi America, a real estate investment trust focused on data centers, went public on Nasdaq, creating at least three new billionaires, including CEO Toby Neugebauer, with the stock closing 55% higher at $32.53, valuing the company at $19 billion despite no sales yet [3][4][5] Company Overview - Fermi was founded in January and has reported a loss of $6.4 million in its first six months, with no customers yet [6] - The company is targeting potential clients in the AI sector, citing Musk's xAI, OpenAI, and Anthropic as potential tenants [6] - Fermi aims to deliver up to 11 gigawatts of energy from its 5,236-acre site in Amarillo, Texas, with plans to bring 1.1 gigawatts online by the end of 2026 [8][9] Business Model - The firm has signed a letter of intent for its first gigawatt of power with an unnamed investment-grade tenant, estimating potential revenues of $1.5 billion from a lease for 1 gigawatt of capacity [6] - Fermi's business plan includes a mix of natural gas, nuclear, and solar energy, with initial reliance on natural gas [10][11] Competitive Landscape - Fermi will compete with established data center operators like Coreweave, which has seen significant stock growth and has a valuation of $60 billion [7] Leadership and Stakeholders - Toby Neugebauer holds a 28% stake worth $6 billion, while Griffin Perry and Steven Meisel hold stakes worth $2.3 billion and $1.8 billion, respectively [4][5][17] - Rick Perry, a cofounder, has a stake valued at approximately $540 million [5][18]