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What changed in CENTRUS ENERGY CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CENTRUS ENERGY CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+560 added−516 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-07)

Top changes in CENTRUS ENERGY CORP's 2025 10-K

560 paragraphs added · 516 removed · 373 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

104 edited+57 added−68 removed76 unchanged
Biggest changeThere is no assurance that we will be awarded any task orders under any of our contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain. 21 For further details, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Conditions and Outlook .
Biggest changeOn April 11, 2025, the Company was awarded a time and materials task order with a total award ceiling of approximately $0.5 million. 10 There is no assurance that we will be awarded any additional task orders under any of our contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under any award.
Although the RSA quotas cover most of the LEU that we must order to fulfill our purchase obligations under the TENEX Supply Contract, we expect that a small portion of the Russian LEU that we expect to order during the term of the TENEX Supply Contract will need to be delivered to customers that will use it in non-U.S. reactors.
Although the RSA quotas cover most of the Russian LEU that we must order to fulfill our purchase obligations under the TENEX Supply Contract, we expect that a small portion of the LEU that we expect to order during the term of the TENEX Supply Contract will need to be delivered to customers that will use it in non-U.S. reactors.
A Canadian permit issued to our shipper was extended to March 2027, but for so long as the Canadian sanctions remain in place, the shipper will require further extensions beyond the current validity of the permit for continued shipments of LEU imports.
A Canadian permit issued to our shipper was extended to March 2027, but for so long as the sanctions remain in place, the shipper will require further extensions beyond the current validity of the permit for continued shipments of LEU imports.
With our government and private sector customers, we seek to leverage our domestic enrichment experience, as well as our engineering know-how and precision manufacturing facility to assist customers with a range of engineering, design and advanced manufacturing projects, including the production of fuel for next-generation nuclear reactors and the development of related facilities.
With our government and private sector customers, we seek to leverage our domestic enrichment experience, as well as our engineering know-how and precision manufacturing facility to assist customers with a range of engineering, design and advanced manufacturing projects, including the production of fuel-related components for next-generation nuclear reactors and the development of related facilities.
Centrus operates two business segments: (a) LEU, which supplies various components of nuclear fuel to commercial customers from our global network of suppliers, and (b) Technical Solutions, which provides advanced uranium enrichment for the U.S. government and advanced manufacturing and other technical services to government and private sector customers.
Centrus operates two business segments: (a) LEU, which supplies various components of nuclear fuel to commercial customers from our global network of suppliers, and (b) Technical Solutions, which provides advanced uranium enrichment for the nuclear industry and the U.S. government and advanced manufacturing and other technical services to government and private sector customers.
Further, sanctions or other restrictions by the United States, Russia or other countries may impact our ability and cost to transport, export, import, deliver, take delivery, or make payments related to the LEU we purchase and may require us to increase purchases from non-Russian sources to the extent available.
Further, tariffs, sanctions or other restrictions by the United States, Russia or other countries may impact our ability and the cost to transport, export, import, deliver, take delivery, or make payments related to the LEU we purchase and may require us to increase purchases from non-Russian sources to the extent available.
Prices are payable in a combination of U.S. dollars and euros. 19 We procure LEU from other sources under short-term and long-term contracts and have inventories available that diversify our supply portfolio and provide flexibility to help us meet the needs of our customers.
Prices are payable in a combination of U.S. dollars and euros. We procure LEU from other sources under short-term and long-term contracts and have inventories available that diversify our supply portfolio and provide flexibility to help us meet the needs of our customers.
We also have agreements to borrow SWU that we can use to optimize our purchases and deliveries over time. Market prices for SWU fell substantially in the aftermath of the nuclear incident at Fukushima, Japan in 2011, bottoming out in 2018.
We also have agreements to borrow SWU that we can use to optimize our purchases and deliveries over time. 15 Market prices for SWU fell substantially in the aftermath of the nuclear incident at Fukushima, Japan in 2011, bottoming out in 2018.
Workplace safety is our top priority. We proactively address potential hazards, promote safe practices, and foster a culture of continuous improvement to prevent incidents and injuries while ensuring compliance with health and safety laws and regulations.
Workplace safety is our top priority. We strive to proactively address potential hazards, promote safe practices, and foster a culture of continuous improvement to prevent incidents and injuries while ensuring compliance with health and safety laws and regulations.
Nagarajan holds a Master of Business Administration from Georgetown University’s McDonough School of Business and dual degrees in Economics and International Affairs from The George Washington University. 28 Available Information Our website is www.centrusenergy.com.
Nagarajan holds a Master of Business Administration from Georgetown University’s McDonough School of Business and dual degrees in Economics and International Affairs from The George Washington University. Available Information Our website is www.centrusenergy.com.
Imports of LEU and other uranium products produced in the Russian Federation are subject to restrictions as described below under — Russian Suspension Agreement and Ukraine War ; • Urenco has reported installed capacity at its European and U.S. enrichment facilities of approximately 18 million SWU per year; • CNEIC has emerged as a significant producer primarily focused on supplying domestic requirements in China.
Imports of LEU and other uranium products produced in the Russian Federation are subject to restrictions as described below under — Russian Suspension Agreement and Ukraine War ; • Urenco has reported installed capacity at its European and U.S. enrichment facilities of approximately 17 million SWU per year; • CNEIC has emerged as a significant producer primarily focused on supplying domestic requirements in China.
In addition to limitations targeted specifically at imports of LEU into the U.S. or export of LEU out of Russia, the expanding sanctions or restrictions imposed by the United States and foreign governments on the mechanisms used to make payments to Russia and to obtain services, including transportation, have increased the risk that implementation of the TENEX Supply Contract may be disrupted frequently.
In addition to limitations targeted specifically at imports of LEU into the U.S. or export of LEU out of Russia, the evolving sanctions or restrictions imposed by the United States and foreign governments on the mechanisms used to make payments to Russia and to obtain services, including transportation, have increased the risk that implementation of the TENEX Supply Contract may be disrupted frequently.
In addition to limitations targeted specifically at imports of LEU or exports of natural uranium back to Russia, the expanding sanctions imposed by the United States and foreign governments on the mechanisms used to make payments to Russia and to obtain services, including transportation, have increased the risk that implementation of the TENEX Supply Contract may be disrupted frequently.
In addition to limitations targeted specifically at imports of LEU or exports of natural uranium back to Russia, the evolving sanctions imposed by the United States and foreign governments on the mechanisms used to make payments to Russia and to obtain services, including transportation, have increased the risk that implementation of the TENEX Supply Contract may be disrupted frequently.
Each employee is required to acknowledge receipt, understanding of, and compliance with our standards. 25 Due to the highly specialized nature of our business we need to hire and train skilled and qualified personnel to design, build, operate our state-of-the-art equipment, and to provide a broad range of services to support our country and our customers.
Each employee is required to acknowledge receipt, understanding of, and compliance with our standards. 21 Due to the highly specialized nature of our business we need to hire and train skilled and qualified personnel to design, build, operate our state-of-the-art equipment, and to provide a broad range of services to support our country and our customers.
The used fuel is warm and radioactive and is kept in a deep pool of water for several years. Many utilities have elected to then move the used fuel into steel or concrete and steel casks for interim storage. 16 LEU Backlog Our backlog in the LEU segment extends to 2040.
The used fuel is warm and radioactive and is kept in a deep pool of water for several years. Many utilities have elected to then move the used fuel into steel or concrete and steel casks for interim storage. 13 LEU Backlog Our backlog in the LEU segment extends to 2040.
Currently, our largest supplier of SWU is TENEX followed by the French government-owned company, Orano. 17 Under the TENEX Supply Contract, we purchase SWU contained in LEU, and we deliver natural uranium hexafluoride to TENEX for the LEU’s uranium component. The TENEX Supply Contract extends through 2028.
Currently, our largest supplier of SWU is TENEX followed by the French government-owned company, Orano. 14 Under the TENEX Supply Contract, we purchase SWU contained in LEU, and we deliver natural uranium hexafluoride to TENEX for the LEU’s uranium component. The TENEX Supply Contract extends through 2028.
Under a contract with the DOE, our Technical Solutions segment is deploying uranium enrichment capacity for HALEU production, and other capabilities necessary for production of advanced nuclear fuel to meet the evolving needs of the global nuclear industry and the U.S. government.
Under a contract with the DOE, our Technical Solutions segment is operating uranium enrichment capacity for HALEU production, and other capabilities necessary for production of advanced nuclear fuel to meet the evolving needs of the global nuclear industry and the U.S. government.
Under the HALEU Operation Contract, DOE is contractually obligated to provide the 5B Cylinders necessary to collect the output of the cascade, but supply chain challenges created difficulties for DOE in securing enough 5B Cylinders for the entire production year under Phase 2.
Under the HALEU Operation Contract, the DOE is contractually required to provide the 5B Cylinders necessary to collect the output of the cascade, but supply chain challenges created difficulties for the DOE in securing enough 5B Cylinders for the entire Phase 2 production year.
The ultimate dollar amount under each contract and the potential scale of the expansion supported will depend upon the scope of task orders that DOE may subsequently issue under the contracts for which we will compete.
The ultimate dollar amount under each contract and the potential scale of the expansion supported will depend upon the scope of any further task orders that DOE may subsequently issue under the contracts for which we will compete.
CNEIC’s commercial SWU production capacity was approximately 9 million SWU per year; and • Orano’s gas centrifuge enrichment plant in France began commercial operations in 2011 and the plant has SWU production capacity of approximately 8 million SWU per year.
CNEIC’s commercial SWU production capacity was approximately 11 million SWU per year; and • Orano’s gas centrifuge enrichment plant in France began commercial operations in 2011 and the plant has SWU production capacity of approximately 8 million SWU per year.
We will disclose on the website any amendments to, or waivers from, the COBC that are required to be publicly disclosed. We also make available on our website or upon request, free of charge, our Board of Directors Governance Guidelines and our Board committee charters. 29
We will disclose on the website any amendments to, or waivers from, the COBC that are required to be publicly disclosed. 24 We also make available on our website or upon request, free of charge, our Board of Directors Governance Guidelines and our Board committee charters. 25
According to the WNA, as of 2023, the production capacity for the major LEU suppliers is as follows: • Rosatom/TENEX was approximately 27 million SWU per year.
According to the WNA, as of 2025, the production capacity for the major LEU suppliers is as follows: • Rosatom/TENEX was approximately 27 million SWU per year.
Such additional restrictions could affect our ability to purchase, take delivery of, transport, or re-sell Russian uranium enrichment, engage in transactions with TENEX, or implement the TENEX Supply Contract, which would have a negative material impact on our business and financial condition.
Such additional restrictions, and Russian response thereto, could affect our ability to purchase, take delivery of, transport, or re-sell Russian uranium enrichment, engage in transactions with TENEX, or implement the TENEX Supply Contract, which would have a negative material impact on our business.
Low Enriched Uranium LEU consists of two components: SWU and natural uranium hexafluoride. Revenue from our LEU segment is derived primarily from: • sales of the SWU component of LEU, • sales of natural uranium hexafluoride, uranium concentrates, or uranium conversion, and • sales of enriched uranium product that include both the natural uranium hexafluoride and SWU components of LEU.
Revenue from our LEU segment is derived primarily from: • sales of the SWU component of LEU, • sales of natural uranium hexafluoride, uranium concentrates, or uranium conversion, and • sales of enriched uranium product that include both the natural uranium hexafluoride and SWU components of LEU.
Of the $2.8 billion, approximately $2.0 billion represents contingent LEU sales commitments, with $0.8 billion of the total under definitive agreements and $1.2 billion of the total subject to entering into definitive agreements, in support of potential construction of LEU production capacity at the Piketon, Ohio facility.
Of the $2.9 billion, approximately $2.3 billion represents contingent LEU sales contracts and commitments, with $2.1 billion of the total under definitive agreements and $0.2 billion of the total subject to entering into definitive agreements, in support of potential construction of LEU production capacity at the Piketon, Ohio facility.
The amounts of Russian uranium products that can be shipped to the United States are referred to as export limits in the RSA and import limits in the legislation, but from a practical perspective the terms have identical effect. 23 Ukraine War The war in Ukraine has escalated tensions between Russia and the international community, and particularly with the United States.
The amounts of Russian uranium products that can be shipped to the United States are referred to as export limits in the RSA and import limits in the legislation, but from a practical perspective the terms have identical effect. 19 Ukraine War The war in Ukraine escalated tensions between Russia and the international community.
DOE contemplates issuing the task orders on a time-and-material basis with a two year period of performance for the purpose of describing the technical approach and price in a optimization study to support DOE in establishing the commercial production of HALEU and commercial deconversion of HALEU, respectively.
The requests for proposals contemplated the DOE issuing the task orders on a time-and-material basis with a two year period of performance for the purpose of describing the technical approach and price in an optimization study to support DOE in establishing the commercial production of HALEU and commercial deconversion of HALEU, respectively.
As of December 31, 2024 and 2023, our backlog is approximately $2.8 billion and $1.0 billion, respectively. The backlog is the estimated aggregate dollar amount of revenue for future SWU and uranium deliveries primarily under medium and long-term contracts with fixed commitments.
As of December 31, 2025 and 2024, our backlog is approximately $2.9 billion and $2.8 billion, respectively. The backlog is the estimated aggregate dollar amount of revenue for future SWU and uranium deliveries primarily under medium and long-term contracts with fixed commitments.
Our LEU segment accounted for approximately 79% of our total revenue for the year ended December 31, 2024. The majority of our customers are domestic and international utilities that operate nuclear power plants.
Our LEU segment accounted for approximately 77% of our total revenue for the year ended December 31, 2025. The majority of our customers are domestic and international utilities that operate nuclear power plants.
Such restrictions could affect our ability to purchase, take delivery of, transport, or re-sell Russian uranium enrichment, engage in transactions with TENEX, or implement the TENEX Supply Contract, which would have a negative material impact on our business and financial condition.
Such additional restrictions, and any Russian response thereto, could affect our ability to purchase, take delivery of, transport, or re-sell Russian uranium enrichment, engage in transactions with TENEX, or implement the TENEX Supply Contract, which would have a negative material impact on our business.
On November 6, 2024, DOE issued requests for task order proposals under the HALEU Deconversion Contract and the HALEU Enrichment Contracts, respectively.
On November 6, 2024, DOE issued requests for task order proposals under the HALEU Deconversion Contract and the HALEU Production Contract, respectively.
A summary of our employees by location is as follows: No. of Employees at December 31, Location 2024 2023 Piketon, OH 153 130 Oak Ridge, TN 116 110 Bethesda, MD 53 52 Total Employees 322 292 In May 2024, the Company and the United Steelworkers Local 689-5 union agreed to extend their collective bargaining agreement to October 2026.
A summary of our employees by location is as follows: No. of Employees at December 31, Location 2025 2024 Piketon, OH 250 153 Oak Ridge, TN 165 116 Bethesda, MD 52 53 Total Employees 467 322 In May 2024, the Company and the United Steelworkers Local 689-5 union agreed to extend their collective bargaining agreement to October 2026.
Uranium enrichment is the process by which the concentration of U 235 is increased. Most commercial nuclear power reactors require LEU fuel with a U 235 concentration greater than natural uranium of up to 5% by weight. Future reactor designs currently under development will likely require higher U 235 concentration levels of up to 20%.
Most commercial nuclear power reactors require LEU fuel with a U 235 concentration greater than natural uranium of up to 5% by weight. Future reactor designs currently under development will likely require higher U 235 concentration levels of up to 20%.
During time periods when 5B Cylinders were insufficient, the Company was able to continue operations of the cascade, but did not produce HALEU as it did not have cylinders to store the enriched uranium.
During time periods when 5B Cylinders were insufficient, the Company was not able to produce HALEU as it did not have 5B Cylinders to store the enriched uranium.
A market-related price reset provision in the TENEX Supply Contract, which is our largest supply contract, occurred in 2018 and took effect at the beginning of 2019 – when market prices for SWU were near historic lows – which has significantly lowered our cost of sales and contributed to improved margins since 2019.
A market-related price reset provision in the TENEX Supply Contract, which is our largest supply contract, became effective in 2019 – when market prices for SWU were near historic lows – which has significantly lowered our cost of sales and contributed to improved margins since 2019.
As was the case with the HALEU Demonstration Contract, any facilities or equipment constructed or installed will be owned by the DOE and may be returned to the DOE in an “as is” condition at the end of the lease term. The DOE will be responsible for the D&D of any returned facilities or equipment.
Any facilities or equipment constructed or installed will be owned by the DOE and may be returned to the DOE in an “as is” condition at the end of the lease term. The DOE will be responsible for the D&D of any returned facilities or equipment.
As a result, the United States and other countries have imposed, and may continue imposing, additional sanctions and export controls against certain Russian products, services, organizations and/or individuals, including through the enactment of the Import Ban Act and the issuance of the Russian Decree.
As a result, the United States and other countries imposed, including through the United States’ enactment of the Import Ban Act discussed below, and may continue imposing, additional sanctions, tariffs, and export controls against certain Russian products, services, organizations and/or individuals, and Russia passed the Russian Decree as discussed below.
Phase 1, which was completed in November 2023, included an approximately $30.0 million cost-share contribution from Centrus matched by approximately $30.0 million from the DOE to complete construction of the cascade support systems, begin operations and produce the initial 20 kilograms of HALEU UF 6 .
Phase 1 included an approximately $30.0 million cost-share contribution from Centrus matched by approximately $30.0 million from the DOE to complete construction of the cascade, begin operations and produce the initial 20 kilograms of HALEU UF 6 .
For a discussion of the potential risks and uncertainties facing our business, see Part I, Item 1A, Risk Factors . Backlog The Company’s backlog across both of its segments is $3.7 billion and $2.0 billion as of December 31, 2024 and 2023, respectively, and extends to 2040.
For a discussion of the potential risks and uncertainties facing our business, see Part I, Item 1A, Risk Factors . 11 Backlog The Company’s backlog across both segments was $3.8 billion and $3.7 billion as of December 31, 2025 and 2024, respectively, and extends to 2040.
In connection with a letter agreement that preceded the HALEU Demonstration Contract, the DOE and Centrus amended the lease agreement, which was scheduled to expire by its terms on June 30, 2019. The lease was extended until May 31, 2022.
In connection with a letter agreement that preceded the HALEU Demonstration Contract, the DOE and Centrus amended the lease agreement, which initially was scheduled to expire by its terms on June 30, 2019, but was extended through December 31, 2025.
Through 2027, well over one-half of the LEU that we expect to deliver to customers was sourced under the TENEX Supply Contract. While we have other sources of supply, they are not sufficient to replace the TENEX supply or may not be available for delivery in 2025.
Through 2027, well over one-half of the LEU that we expect to deliver to customers was sourced under the TENEX Supply Contract. While we have other sources of supply, they are not sufficient to replace the TENEX supply.
Russian Suspension Agreement Imports into the United States of LEU and other uranium products produced in the Russian Federation, including LEU imported by Centrus under the TENEX Supply Contract, are subject, through December 31, 2040, to quotas imposed under U.S. legislation enacted into law in September 2008 and December 2020, and under the RSA, as amended in 2008 and 2020.
The LEU supplied to us is subject to the terms of cooperation agreements between the country in which the material is produced and the country of destination or other entities. 18 Russian Suspension Agreement Imports into the United States of LEU and other uranium products produced in the Russian Federation, including LEU imported by Centrus under the TENEX Supply Contract, are subject, through December 31, 2040, to quotas imposed under U.S. legislation enacted into law in September 2008 and December 2020, and under the RSA, as amended in 2008 and 2020.
Our LEU supply to foreign customers is exported under the terms of international agreements governing nuclear cooperation between the United States and the government of the country of destination or other entities, such as the EU or the International Atomic Energy Agency.
However, without Russian supply, the global market would be undersupplied for uranium enrichment. Our LEU supply to foreign customers is exported under the terms of international agreements governing nuclear cooperation between the United States and the government of the country of destination or other entities, such as the EU or the International Atomic Energy Agency.
To date, DOE has not acted on our third waiver request. 18 On November 14, 2024 the government of the Russian Federation passed the Russian Decree, effective through December 31, 2025, that rescinded TENEX’s general license to export LEU to the United States, including to us under the TENEX Supply Contract or to entities registered in the United States.
On November 14, 2024 the government of the Russian Federation passed the Russian Decree, effective through December 31, 2027, that rescinded TENEX’s general license to export LEU to the United States, including to us under the TENEX Supply Contract or to entities registered in the United States.
For further details refer to Part 1, Item 1A, Business - Technical Solutions - Government Contracting. The DOE continues to pursue the availability of HALEU for the ARDP and for the advanced reactor market and the availability of domestically enriched uranium in a quantity that would be sufficient to address a supply disruption and gaps in domestic production and enrichment.
The DOE continues to pursue the availability of HALEU for the ARDP and for the advanced reactor market and the availability of domestically enriched uranium in a quantity that would be sufficient to address a supply disruption and gaps in domestic production and enrichment.
On May 13, 2024, the Import Ban Act was enacted, which bans imports of LEU from Russia into the U.S. beginning August 11, 2024, subject to issuance of waivers by the DOE. The Company has received two waivers.
In response to the war in Ukraine, on May 13, 2024, the U.S enacted the Import Ban Act which banned imports of LEU from Russia into the U.S. beginning August 11, 2024, subject to issuance of waivers by the DOE.
On November 30, 2022 the lease was further amended to ensure all D&D liabilities created under the HALEU Operation Contract reside with the DOE.
On November 30, 2022 the lease was further amended to ensure all D&D liabilities created under the HALEU Operation Contract reside with the DOE. With the DOE exercise of Option 1a of Phase 3 of the HALEU Operation Contract, the lease was further extended to June 30, 2027.
Governments control the timing and availability of highly-enriched uranium released for this purpose, and the release of this material to the market could impact market conditions. Any additional LEU released into the market from down-blended highly-enriched uranium could exert downward pressure on prices for LEU. However, without Russian supply, the global market would be undersupplied for uranium enrichment.
LEU also may be produced by down-blending government stockpiles of highly-enriched uranium. Governments control the timing and availability of highly-enriched uranium released for this purpose, and the release of this material to the market could impact market conditions. Any additional LEU released into the market from down-blended highly-enriched uranium could exert downward pressure on prices for LEU.
On December 11, 2024, the Company filed a third waiver request application to allow for importation of LEU from Russia in 2026 and 2027 for use in future sales to our U.S. customers.
On December 11, 2024, the Company filed a third waiver request application to allow for importation of LEU from Russia in 2026 and 2027 for use in future sales to our U.S. customers. The U.S. ban on imports of Russian LEU, without the grant of additional timely waivers, would have a negative material impact on our business.
The war in Ukraine has escalated tensions between Russia and the international community, and particularly with the United States.
The war in Ukraine escalated tensions between Russia and the international community.
The HALEU Operation Contract also gives DOE the ability to exercise three optional periods to contract for up to nine additional years of production from the cascade beyond Phase 2; those options are at the DOE’s sole discretion and subject to the availability of Congressional appropriations.
Pursuant to an amendment to the Piketon facility lease, the DOE assumed all D&D liabilities arising out of the HALEU Operation Contract. 16 The HALEU Operation Contract also gives DOE the ability to exercise three optional periods to contract for up to nine additional years of production from the cascade beyond the base contract; those options are at the DOE’s sole discretion and subject to the availability of Congressional appropriations.
Vexler spent 20 years at General Electric Company, where he served in a number of leadership positions, including Chief Executive Officer, Chairman of the Board, and Chief Operating Officer of Global Nuclear Fuel, a joint venture of General Electric Company and Hitachi. Kevin J.
Vexler spent 20 years at General Electric Company, where he served in a number of leadership positions, including Chief Executive Officer, Chairman of the Board, and Chief Operating Officer of Global Nuclear Fuel, a joint venture of General Electric Company and Hitachi. Todd M. Tinelli joined Centrus on August 11, 2025. Prior to joining Centrus, Mr.
The ultimate dollar amount under each contract and the potential scale of the expansion supported will depend upon the scope of task orders that DOE may subsequently issue under the contracts for which we will compete.
The ultimate value of the awards to Centrus, and the scale of the expansion supported, will depend upon the scope of task orders that DOE may subsequently issue to Centrus under the contracts for which Centrus intends to compete.
For example, depending on the terms of specific contracts, prices may be adjusted based on escalation using a general inflation index, published SWU price indicators prevailing at the time of delivery, and other factors, all of which are variable. We use external composite forecasts of future market prices and inflation rates in our pricing estimates.
Our backlog estimate is also based on our estimates of selling prices, which may be subject to change. For example, depending on the terms of specific contracts, prices may be adjusted based on escalation using a general inflation index, published SWU price indicators prevailing at the time of delivery, and other factors, all of which are variable.
As discussed above, on October 4, 2024 and October 16, 2024, the DOE selected ACO and other awardees under competitive solicitations aimed at HALEU deconversion and expanding domestic commercial production of HALEU, respectively. On December 10, 2024, DOE selected ACO and other awardees under a commercial solicitation aimed at expanding domestic commercial production of LEU.
On December 10, 2024, DOE selected ACO and other awardees under a competitive solicitation aimed at expanding domestic commercial production of LEU.
For example, depending on the terms of specific contracts, the customer may be able to increase or decrease the quantity delivered within an agreed range. Our backlog estimate is also based on our estimates of selling prices, which may be subject to change.
Our backlog estimate is based partially on customers’ estimates of the timing and size of their fuel requirements and other assumptions that are subject to change. For example, depending on the terms of specific contracts, the customer may be able to increase or decrease the quantity delivered within an agreed range.
As of December 31, 2024 and 2023, our backlog was approximately $0.9 billion and $1.0 billion, respectively. Our backlog includes both funded amounts (services for which funding has been both authorized and appropriated by the customer), unfunded amounts (services for which funding has not been appropriated), and unexercised options in our contracts.
Our backlog includes both funded amounts (services for which funding has been both authorized and appropriated by the customer), unfunded amounts (services for which funding has not been appropriated), and unexercised options in our contracts.
References to “Centrus”, the “Company”, “our”, or “we” include Centrus Energy Corp. and its wholly-owned subsidiaries as well as the predecessor to Centrus, unless the context indicates otherwise. We were incorporated in 1998 as part of the privatization of the U.S. government’s uranium enrichment enterprise.
References to “Centrus”, the “Company”, “our”, or “we” include Centrus Energy Corp. and its wholly-owned subsidiaries as well as the predecessor to Centrus, unless the context indicates otherwise.
On January 9, 2025, we submitted our proposals in response to these requests for task order proposals. Meanwhile, on November 20, 2024, we announced the resumption of centrifuge manufacturing activities and expansion of the manufacturing capacity at our facility in Oak Ridge, Tennessee.
On November 20, 2024, we announced the resumption of centrifuge manufacturing activities and expansion of the manufacturing capacity at our facility in Oak Ridge, Tennessee.
Although we believe that we are well positioned, there is no assurance that we will be awarded any task orders under any of our contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain. The aggregate total appropriated funding for all awardees is $3.4 billion.
There is no assurance that we will be awarded any additional task orders under any of our contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain.
As a result, the United States and other countries have imposed, and may continue imposing, additional sanctions and export controls against certain Russian products, services, organizations and/or individuals.
As a result, the United States and other countries imposed, including through the United States’ enactment of the Import Ban Act discussed below, and may continue imposing, additional sanctions, tariffs, and export controls against certain Russian products, services, organizations and/or individuals, and Russia passed the Russian Decree as discussed below.
If the U.S. government were to prohibit companies and individuals from engaging in transactions with Rosatom and its subsidiaries, including TENEX, the Company and its suppliers could not implement the TENEX Supply Contract absent a license or other authorization from the sanctioning government.
If the U.S. government were to prohibit companies and individuals from engaging in transactions with Rosatom and its subsidiaries, including TENEX, the Company and its suppliers could not implement the TENEX Supply Contract absent a license or other authorization from the sanctioning government. 20 Given all of the foregoing, we continue to monitor the situation closely and assess the potential impact of any new sanctions and how the impact on the Company might be mitigated.
Refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for additional information . Government Contracting On October 31, 2019, we signed the cost-share HALEU Demonstration Contract with the DOE to deploy a cascade of centrifuges to demonstrate production of HALEU for advanced reactors.
Refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for additional information . Government Contracting The Company’s work on HALEU began under the HALEU Demonstration Contract, executed with the DOE in 2019, to construct a cascade of 16 AC100M centrifuges in Piketon, Ohio to demonstrate HALEU production.
Title to natural uranium hexafluoride provided by customers generally remains with the customer until Centrus delivers the LEU, at which time title to the LEU is transferred to the customer, and Centrus takes title to the natural uranium hexafluoride.
Title to natural uranium hexafluoride provided by customers generally remains with the customer until Centrus delivers the LEU, at which time title to the LEU is transferred to the customer, and Centrus takes title to the natural uranium hexafluoride. 12 The following outlines the steps for converting natural uranium into LEU fuel, commonly known as the nuclear fuel cycle: Mining and Milling.
We are also leveraging our unique technical expertise, operational experience, and specialized facilities to expand and diversify our business beyond uranium enrichment, offering new services to existing and new customers in complementary markets. 11 Our Technical Solutions segment is committed to the restoration of America’s domestic uranium enrichment capabilities for LEU and HALEU, in order to play a critical role in meeting U.S. national security and energy security requirements and advancing America’s clean energy, energy security, and national security objectives.
Our Technical Solutions segment is committed to the restoration of America’s domestic uranium enrichment capabilities for LEU and HALEU, in order to play a critical role in meeting U.S. national security and energy security requirements and advancing America’s clean energy, energy security, and national security objectives.
U 3 O 8 is combined with fluorine gas to produce UF 6 , a solid at room temperature and a gas when heated. UF 6 is shipped to an enrichment plant. Enrichment.
Natural, or unenriched, uranium is removed from the earth in the form of ore and then crushed and concentrated. Conversion. U 3 O 8 is combined with fluorine gas to produce UF 6 , a solid at room temperature and a gas when heated. UF 6 is shipped to an enrichment plant. Enrichment.
Phase 2 of the contract includes continued operations and maintenance and production for a full year at an annual production rate of 900 kilograms of HALEU UF 6 . DOE owns the HALEU produced from the demonstration cascade. Under Phase 2, Centrus is being compensated on a cost-plus-incentive-fee basis, with an initial Phase 2 contract value of approximately $90.0 million.
Under Phase 2, Centrus produced and contractually delivered the Phase 2 production target of 900 kilograms of HALEU UF 6 to DOE, and was compensated on a cost-plus-incentive-fee basis, with an initial Phase 2 contract value of approximately $90.0 million.
For further details, refer to Part I, Item 1A, Risk Factors - The current war in Ukraine and related international sanctions and restrictions on trade could have a material adverse impact on our business, results of operations, and financial condition. 24 Other Actions Adversely Affecting International Trade In 2018, in connection with the withdrawal by the United States from a 2015 multilateral agreement known as the Joint Comprehensive Plan of Action, the U.S. government re-imposed sanctions on the Atomic Energy Organization of Iran and a number of its subsidiaries.
Other Actions Adversely Affecting International Trade In 2018, in connection with the withdrawal by the United States from a 2015 multilateral agreement known as the Joint Comprehensive Plan of Action, the U.S. government re-imposed sanctions on the Atomic Energy Organization of Iran and a number of its subsidiaries.
Contracts where we sell both the SWU and natural uranium hexafluoride components of LEU to utilities or where we sell natural uranium hexafluoride to utilities and other nuclear fuel related companies are generally shorter-term, fixed-commitment contracts. 15 Uranium and Enrichment Uranium is a naturally occurring element and is mined from deposits located in Kazakhstan, Canada, Australia, and several other countries, including the United States.
Contracts where we sell both the SWU and natural uranium hexafluoride components of LEU to utilities or where we sell natural uranium hexafluoride to utilities and other nuclear fuel related companies are generally shorter-term, fixed-commitment contracts.
On November 7, 2023, the Company announced that it made its first delivery of HALEU to the DOE, completing Phase 1 by successfully demonstrating its HALEU production process.
On October 11, 2023, the Company began enrichment operations at its HALEU production facility in Piketon, Ohio under its contract with DOE. On November 7, 2023, the Company made its first delivery of HALEU to the DOE, completing Phase 1 by successfully demonstrating its HALEU production process.
All of our current competitors are owned or controlled, in whole or in part, by foreign governments, and operate enrichment technologies developed with the financial support of foreign governments.
All of our current competitors are owned or controlled, in whole or in part, by foreign governments, and operate enrichment technologies developed with the financial support of foreign governments. These competitors may make business decisions in both domestic and international markets that are influenced by political or economic policy considerations rather than exclusively by commercial considerations.
The DOE funded the HALEU Demonstration Contract up to $173.0 million with a period of performance that ended November 30, 2022. Closeout activities on the HALEU Demonstration Contract are ongoing.
The DOE has funded the HALEU Demonstration Contract up to $173.0 million with a period of performance that ended November 30, 2022. On November 10, 2022, the DOE awarded the HALEU Operation Contract to the Company with a base contract value of approximately $150.0 million in two phases through 2024.
In September 2021, the Company and the DOE renewed and extended the lease until December 31, 2025 unless DOE exercises its option to extend the term of the HALEU Operation Contract, in which case the expiration of the lease shall extend to one calendar year beyond the last day of the HALEU Operation Contract period.
DOE may exercise further options to extend the term of the HALEU Operation Contract, in which case the expiration of the lease shall extend to one calendar year beyond the last day of the HALEU Operation Contract period.
On October 18, 2024, the Company submitted an application for a clean energy manufacturing and recycling project associated with re-equipping our manufacturing property at our manufacturing facility in Oak Ridge. This will recreate a viable enrichment supply chain and allow ACO to manufacture centrifuge parts to be used in centrifuge machines to enrich uranium.
The §48C program aims to strengthen U.S. industrial competitiveness and clean energy supply chains. On October 18, 2024, the Company submitted an application for a clean energy manufacturing and recycling project associated with re-equipping our manufacturing property at our manufacturing facility in Oak Ridge.
The Company expects to monetize all credit allocations received from §48C by transferring them to unrelated taxpayers for cash.
The Company expects to monetize all credit allocations received from §48C by transferring them to unrelated taxpayers for cash. It is uncertain how Executive Order 14154 will impact the IRS determination regarding our application request.
Under this law and the RSA, imports of Russian uranium products peaked in 2023 at 24% of the forecasted U.S. demand for enrichment and then began to decline, reaching 15% by 2028. Despite the fact that overall limits will ramp down, the RSA, as amended in 2020, explicitly sets aside sufficient quota in 2021 through 2028 for Centrus.
Under this law and the RSA, import quotas for Russian uranium products peaked in 2023 at an amount equivalent to 24% of the forecasted U.S. demand for enrichment and then began to decline, reaching a quota amount equivalent to 15% by 2028.
Centrus now has two years to provide evidence that the requirements of the credit have been met thus certifying our credit allocation. Upon certification of our credit allocation, we then have two years from that date to notify the DOE that the qualified investment in eligible property is placed in service to receive the credit allocation.
Upon certification of our credit allocation, we then have two years from that date to notify the DOE that the qualified investment in eligible property is placed in service to receive the credit allocation. It is uncertain how Executive Order 14154 will impact the IRS determination regarding our application request.
The additional work is being performed under the DOE’s technical direction or contract modifications. On September 28, 2023, the DOE modified the HALEU Operation Contract to incorporate additional scope, which is not subject to cost-share, for infrastructure and facility repairs, and costs associated with 5B Cylinder refurbishment.
On September 28, 2023, the DOE modified the HALEU Operation Contract to incorporate additional scope for infrastructure and facility repairs, and costs associated with 5B Cylinder refurbishment, for an estimated additional contract value of $5.8 million, without a cost-share provision.
Refer to Part I, Item 1A, Risk Factors , for a discussion of risks related to our backlog.
We use external composite forecasts of future market prices and inflation rates in our pricing estimates. Refer to Part I, Item 1A, Risk Factors , for a discussion of risks related to our backlog.
Our Technical Solutions segment is also focused on repairing broken and vulnerable supply chains, providing clean energy jobs, and supporting the communities in which we operate. Our goal is to deliver major components of the next-generation nuclear fuels that will power the future of nuclear energy as it provides reliable carbon-free power around the world.
Our Technical Solutions segment is also focused on repairing broken and vulnerable supply chains, providing clean energy jobs, and supporting the communities in which we operate.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

100 edited+34 added−19 removed145 unchanged
Biggest changeRisks related to financial factors primarily include: • significant long-term liabilities; • material postretirement health and life benefit obligations; • our revenues and operating results may fluctuate significantly from quarter to quarter and year to year; • possible impairment loss related to our intangible assets; • dependency on intercompany support from Enrichment Corp.; • a small number of holders of our Class A Common Stock may exert significant influence over the direction of the Company; • a small number of Class A stockholders, who also have significant holdings of the Company’s 8.25% Notes, may be motivated by interests that are not aligned with the Company’s other Class A stockholders; and 30 • limited ability to utilize our NOL carryforwards to offset future taxable income.
Biggest changeRisks related to financial factors primarily include: • significant long-term liabilities, including our 0% Convertible Notes and our 2.25% Convertible Notes; • material postretirement health and life benefit obligations; • our revenues and operating results may fluctuate significantly from quarter to quarter and year to year; • possible impairment loss related to our intangible assets; • dependency on intercompany support from Enrichment Corp.; • a small number of holders of our Class A Common Stock may exert significant influence over the direction of the Company; and • limited ability to utilize our NOL carryforwards to offset future taxable income. 26 Risks related to legal and compliance factors primarily include: • our operations being out of compliance with applicable regulations, including those issued by the U.S. government, including the NRC and the DOE, and the States of Ohio and Tennessee; • uncertainty arising from U.S. government administration reliance on executive orders in lieu of federal legislation to implement regulatory policy and objectives; • liability related to our use, transportation and disposal of toxic, hazardous and/or radioactive materials, including liability that may arise without regard to fault or negligence; and • our certificate of incorporation gives us certain rights with respect to equity securities held (beneficially or of record) by foreign persons.
Risks related to the war in Ukraine factors primarily include: • the current war in Ukraine and related international sanctions and restrictions; • market and supply chain complications arising from the Import Ban Act, and the Russian Decree; a nd • financial losses we incur in connection with (i) the impact of government sanctions imposed in response to the invasion of Ukraine and/or (ii) disputes with our counterparties arising from such sanctions or mitigation efforts.
Risks related to the war in Ukraine factors primarily include: • the current war in Ukraine and related international sanctions and restrictions; • market and supply chain complications arising from the Import Ban Act, and the Russian Decree; a nd • financial losses we incur in connection with (i) the impact of government sanctions and tariffs imposed in response to the invasion of Ukraine and/or (ii) disputes with our counterparties arising from such sanctions or mitigation efforts.
Changes to the regulatory requirements also could adversely affect our results of operations and financial condition. 43 In addition, certain of our operations are subject to DOE regulation or contractual requirements. Our technology and manufacturing facility in Oak Ridge is also regulated by the State of Tennessee under the NRC’s Agreement State Program as well as applicable state laws.
Changes to the regulatory requirements also could adversely affect our results of operations and financial condition. In addition, certain of our operations are subject to DOE regulation or contractual requirements. Our technology and manufacturing facility in Oak Ridge is also regulated by the State of Tennessee under the NRC’s Agreement State Program as well as applicable state laws.
Moreover, our competitors may be better positioned to take advantage of improved market conditions and increase capacity to meet any future market expansion. 36 The ability to compete in certain foreign markets may be limited for legal, political, economic, or other reasons. Doing business in foreign markets poses additional risks and challenges.
Moreover, our competitors may be better positioned to take advantage of improved market conditions and increase capacity to meet any future market expansion. The ability to compete in certain foreign markets may be limited for legal, political, economic, or other reasons. Doing business in foreign markets poses additional risks and challenges.
Any of these actions could adversely impact our business and prospects. 48 Our U.S. government contract work is regularly reviewed and audited by the U.S. government and these reviews can lead to withholding or delay of payments to us, non-receipt of award fees, legal actions, fines, penalties and liabilities, and other remedies against us.
Any of these actions could adversely impact our business and prospects. Our U.S. government contract work is regularly reviewed and audited by the U.S. government and these reviews can lead to withholding or delay of payments to us, non-receipt of award fees, legal actions, fines, penalties and liabilities, and other remedies against us.
Further, sanctions or restrictions by the United States, Russia, or other countries on goods and services needed to make imports may directly or indirectly impact performance of the TENEX Supply Contract and our ability to transport, import, take delivery of or make payments or deliveries related to the LEU we purchase.
Further, sanctions, tariffs or restrictions by the United States, Russia, or other countries on goods and services needed to make imports may directly or indirectly impact performance of the TENEX Supply Contract and our ability to transport, import, take delivery of or make payments or deliveries related to the LEU we purchase.
Therefore, we may be unable to sell our Russian material even if we receive a waiver to import such material in 2026 or 2027. We are dependent on purchases from our suppliers and other sources to meet our obligations to customers and rely on third parties to provide essential goods and services.
Therefore, we may be unable to sell our unsold Russian material even if we receive a waiver to import such material in 2026 or 2027. We are dependent on purchases from our suppliers and other sources to meet our obligations to customers and rely on third parties to provide essential goods and services.
Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness, including our 2.25% Convertible Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness, including our 0% Convertible Notes or 2.25% Convertible Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
The DOE awarded ACO the HALEU Production Contract, the HALEU Deconversion Contract and the LEU Production Contract. These IDIQ contracts were awarded to multiple successful bidders, after which the awardees will compete for individual task orders.
The DOE awarded ACO the HALEU Production Contract, the HALEU Deconversion Contract and the LEU Production Contract. These IDIQ contracts were awarded to multiple successful bidders, after which the awardees compete for individual task orders.
Phase 1 included an approximately $30.0 million cost-share contribution from Centrus matched by approximately $30.0 million from the DOE to finish construction, bring the cascade online, and demonstrate production of 20 kilograms of 19.75% enriched HALEU by December 31, 2023. On October 11, 2023, the Company announced that it began enrichment operations in Piketon, Ohio.
Phase 1 included an approximately $30.0 million cost-share contribution from Centrus matched by approximately $30.0 million from the DOE to finish construction, bring the cascade online, and demonstrate production of 20 kilograms of 19.75% enriched HALEU UF 6 by December 31, 2023. On October 11, 2023, the Company announced that it began enrichment operations in Piketon, Ohio.
The adverse impact of this reduced schedule could also lead the carrier to withdraw its ships entirely from routes to or from Russia, leaving us without a carrier to transport the LEU we procure from TENEX. 32 Additional sanctions or other measures could be imposed by the U.S. or foreign governments (including the Russian government) in the future.
The adverse impact of this reduced schedule could also lead the carrier to withdraw its ships entirely from routes to or from Russia, leaving us without a carrier to transport the LEU we procure from TENEX. Additional sanctions, tariffs or other measures could be imposed by the U.S. or foreign governments (including the Russian government) in the future.
The Company has contracts and prospects for alternative sources that it expects to use to mitigate a portion of the near-term impacts.
The Company has contracts and prospects for alternative sources that it expects it could use to mitigate a portion of the near-term impacts.
If the Company’s operation of the Piketon facility were terminated, there can be no assurance that we could regain use of the Piketon facility or obtain a new NRC license in the future at the Piketon site or an alternative site, in which event we would be unable to begin commercial production of HALEU.
If the Company’s operation of the Piketon facility was terminated, there can be no assurance that we could regain use of the Piketon facility or obtain a new NRC license in the future at the Piketon site or an alternative site, in which event we would be unable to begin commercial production of HALEU.
Additional information concerning the 8.25% Notes and 2.25% Convertible Notes, including the terms and conditions, are described in Note 8, Debt , of the Consolidated Financial Statements in Part IV of this Annual Report. The conditional conversion feature of our 2.25% Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Additional information concerning the 0% Convertible Notes and 2.25% Convertible Notes, including the terms and conditions, are described in Note 8, Debt , of the Consolidated Financial Statements in Part IV of this Annual Report. 37 The conditional conversion feature of our 0% Convertible Notes and 2.25% Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
In addition, even if holders do not elect to convert their 2.25% Convertible Notes, we would be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2.25% Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
In addition, even if holders do not elect to convert their notes, we would be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
We may be unable to sell all of the LEU we are required to purchase under supply agreements for prices that cover our costs. In addition, our customers may satisfy their fuel needs for the years for which we have not obtained an import waiver through other suppliers.
We may be unable to sell all of the LEU we are required to purchase under supply agreements for prices that cover our costs. In addition, our potential customers may satisfy their fuel needs for quantities for which we have not obtained an import waiver through other suppliers.
On November 30, 2022, after a competitive selection award, we signed a contract with the DOE to complete and operate the enrichment plant we commenced building in 2019. The HALEU Operation Contract had a base contract value of approximately $150.0 million in two phases through 2024.
On November 30, 2022, after a competitive selection award, we signed a contract with the DOE to complete and operate the enrichment plant we commenced building in 2019. The terms of the HALEU Operation Contract included a base contract value of approximately $150.0 million in two phases through 2024.
If we don’t receive a waiver from DOE in a timely manner to import material in 2026 or 2027, our customers may satisfy their fuel needs for 2026 or 2027 from other suppliers before we can secure a waiver, if we are able to secure a waiver at all.
If we don’t receive a waiver from DOE in a timely manner to import additional material in 2026 or 2027, our potential customers for such additional material may satisfy their fuel needs for 2026 or 2027 from other suppliers before we can secure a waiver, if we are able to secure a waiver at all.
Conversion of our 2.25% Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock. The conversion of some or all of our 2.25% Convertible Notes may dilute the ownership interests of our stockholders.
Conversion of our 0% Convertible Notes and 2.25% Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock. The conversion of some or all of our 0% Convertible Notes or 2.25% Convertible Notes may dilute the ownership interests of our stockholders.
In addition, holders of the 2.25% Convertible Notes will have the right to require us to repurchase their notes for cash upon the occurrence of certain fundamental changes. Upon conversion of the 2.25% Convertible Notes, we will be required to make cash payments in respect of the notes being converted.
In addition, holders of the 0% Convertible Notes and/or 2.25% Convertible Notes will have the right to require us to repurchase their notes for cash upon the occurrence of certain fundamental changes. Upon conversion of the notes, we will be required to make cash payments in respect of the notes being converted.
Accordingly, the situation at this time is evolving and, therefore, there is no assurance that future developments would not have a material adverse effect on the Company’s procurement, payment, delivery, or sale of LEU, or business viability. 33 Economic and Industry Risks Our future prospects are tied directly to the nuclear energy industry worldwide.
Accordingly, the situation is evolving and, therefore, there is no assurance that future developments would not have a material adverse effect on the Company’s procurement, payment, delivery, or sale of LEU, or business viability. Economic and Industry Risks Our future prospects are tied directly to the nuclear energy industry worldwide.
If one or more holders elect to convert their 2.25% Convertible Notes, we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
If one or more holders elect to convert their notes, we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
Upon conversion of the notes, we will pay cash up to the aggregate principal amount of the 2.25% Convertible Notes to be converted, and cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company's election, in respect of the remainder.
Upon conversion of the notes, we will pay cash up to the aggregate principal amount of the notes to be converted, and cash, shares of our common stock or a combination of cash and shares of our Common Stock, at the Company's election, in respect of the remainder.
Risks related to general factors primarily include: • failures to protect classified or other sensitive information, or security breaches of IT systems could result in significant liability; • artificial intelligence risks and challenges that can impact our business, including regulatory risks and operational risks if artificial intelligence is integrated into our operations and cybersecurity risks in the event that artificial intelligence is used by a threat actor in cybersecurity incident; • the inability to attract and retain key personnel; • the potential for the DOE to seek to terminate or exercise its remedies under the 2002 DOE-USEC Agreement and our other agreements with the DOE, or to require modifications to such agreements; • government reviews or audits can lead to withholding or delay of payments to us, non-receipt of award fees, legal actions, fines, penalties and liabilities, and other remedies against us; • our U.S. government contracts and subcontracts are dependent on continued U.S. government funding and government appropriations, which may not be made on a timely basis or at all; • changes to, or termination of, any agreements with the U.S. government, or deterioration in our relationship with the U.S. government; and • the ability to adapt to a rapidly changing competitive environment in the nuclear industry. 31 War in Ukraine Risks The current war in Ukraine and related international or U.S. sanctions and restrictions on trade could have a material adverse impact on our business, results of operations, and financial condition.
Risks related to general factors primarily include: • failures to protect classified or other sensitive information, or security breaches of IT systems could result in significant liability; • artificial intelligence risks and challenges that can impact our business, including regulatory risks and operational risks if artificial intelligence is integrated into our operations and cybersecurity risks in the event that artificial intelligence is used by a threat actor in cybersecurity incident; • the inability to attract and retain key personnel; • the potential for the DOE to seek to terminate or exercise its remedies under the 2002 DOE-USEC Agreement and our other agreements with the DOE, or to require modifications to such agreements; • government reviews or audits can lead to withholding or delay of payments to us, non-receipt of award fees, legal actions, fines, penalties and liabilities, and other remedies against us; • our U.S. government contracts and subcontracts are dependent on continued U.S. government funding and government appropriations, which may not be made on a timely basis or at all; • changes to, or termination of, any agreements with the U.S. government, or deterioration in our relationship with the U.S. government; and • the ability to adapt to a rapidly changing competitive environment in the nuclear industry.
The Russian Decree issued by the Russian Federal that prohibits the export of LEU from Russia to the United States unless TENEX is able to secure a specific license for each shipment.
The Russian Decree issued by the Russian Federation prohibits the export of LEU from Russia to the United States unless TENEX is able to secure a specific license for each shipment.
This contract is currently set to expire at the completion of Phase 2 which was extended to June 30, 2025. The NRC approved our license amendment to increase our material possession limit to accommodate anticipated output under the HALEU Operation Contract and extend our production authorization period under our license.
This contract is currently set to expire at the completion of Option 1a of Phase 3 which was extended to June 30, 2026. The NRC approved our license amendment to increase our material possession limit to accommodate anticipated output under the HALEU Operation Contract and extend our production authorization period under our license.
Even absent such restrictions, some of our U.S. and foreign customers are unable or unwilling to accept Russian SWU and uranium. 35 Geopolitical events, including domestic or international reactions or responses to such events, as well as concerns about national security or other issues, also could lead to U.S. or foreign government or international actions, or actions by the Russian government (including the Russian Decree) or TENEX, that could disrupt our ability to purchase, import, sell, or make deliveries of LEU, SWU, or other uranium products, or even to continue to do business with one or more of our suppliers or their affiliates.
Geopolitical events, including domestic or international reactions or responses to such events, as well as concerns about national security or other issues, also could lead to U.S. or foreign government or international actions, or actions by the Russian government (including the Russian Decree) or TENEX, that could disrupt our ability to purchase, import, sell, or make deliveries of LEU, SWU, or other uranium products, or even to continue to do business with one or more of our suppliers or their affiliates.
In addition, the “Section 382 Rights Agreement” we have adopted with respect to our Common Stock contains limitations on transferability intended to prevent the possibility of experiencing an “ownership change,” but we cannot be certain that these measures will be effective.
In addition, the “Section 382 Rights Agreement” we have adopted with respect to our Common Stock contains limitations on transferability intended to prevent the possibility of experiencing an “ownership change,” but we cannot be certain that these measures will be effective. Additionally, the rights agreement currently expires on June 30, 2026.
For example, the indenture governing the 2.25% Convertible Notes requires us to repurchase the notes for cash upon the occurrence of a fundamental change (as defined in the indenture governing the 2.25% Convertible Notes) and, in certain circumstances, to increase the conversion rate for a holder who converts their 2.25% Convertible Notes in connection with a make-whole fundamental change (as defined in the indenture governing the 2.25% Convertible Notes).
For example, the indentures governing the 0% Convertible Notes and the 2.25% Convertible Notes require us to repurchase the notes for cash upon the occurrence of a fundamental change (as defined in the indentures governing the 0% Convertible Notes and the 2.25% Convertible Notes) and, in certain circumstances, to increase the conversion rate for a holder who converts their 0% Convertible Notes or 2.25% Convertible Notes in connection with a make-whole fundamental change (as defined in the respective indentures).
Although we believe that we are well positioned, there is no assurance that we will be awarded any task orders under any of our contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain.
There is no assurance that we will be awarded any additional task orders under any of our contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain.
In June 2021, the NRC approved an amendment to permit HALEU production as a subset of the larger commercial plant license. We are currently performing work under a contract with the DOE for the construction and operation of a cascade to produce HALEU.
Our license to construct and operate a commercial plant will expire on April 13, 2037. In June 2021, the NRC approved an amendment to permit HALEU production as a subset of the larger commercial plant license. We are currently performing work under a contract with the DOE for the construction and operation of a cascade to produce HALEU.
As of December 31, 2024, based solely on amounts reported in Schedule 13D and 13G filings with the SEC, three stockholders with the largest holdings of our Class A Common Stock collectively owned approximately 18% of our Class A Common Stock.
As of December 31, 2025, based on the information available to the Company, including amounts reported in Schedule 13D and 13G filings with the SEC, three stockholders with the largest holdings of our Class A Common Stock collectively owned approximately 18% of our Class A Common Stock.
A default and bankruptcy filing by one or more customers or suppliers, or events, such as those listed above which prevent or limit our ability to obtain or sell material or services, could have a material adverse effect on our business, financial position, results of operations, or cash flows. 34 Our business, financial and operating performance could be adversely affected by epidemics and other health related issues.
A default and bankruptcy filing by one or more customers or suppliers, or events, such as those listed above which prevent or limit our ability to obtain or sell material or services, could have a material adverse effect on our business, financial position, results of operations, or cash flows.
The financing obtained from Enrichment Corp. funds our general corporate expenses, including interest payments on the 8.25% Notes, which are guaranteed on a limited and subordinated basis by Enrichment Corp. Enrichment Corp. also has pledged its assets as security for the 8.25% Notes.
The financing obtained from Enrichment Corp. contributes to funding our general corporate expenses, including interest payments on the 2.25% Convertible Notes, which were guaranteed on a limited and subordinated basis by Enrichment Corp. Enrichment Corp. also has pledged its assets as security for the 2.25% Convertible Notes.
Inherent in our fair value determinations are certain judgments and estimates, including projections of future cash flows, the discount rate reflecting the risk inherent in future cash flows, the interpretation of current economic indicators and market valuations, and strategic plans with regard to operations.
If impairment is indicated, the asset carrying value will be reduced to its fair value. Inherent in our fair value determinations are certain judgments and estimates, including projections of future cash flows, the discount rate reflecting the risk inherent in future cash flows, the interpretation of current economic indicators and market valuations, and strategic plans with regard to operations.
We continue to have significant long-term liabilities, including the indebtedness under our 2.25% Convertible Notes, which mature in November 2030 and our 8.25% Notes, which mature in February 2027.
We continue to have significant long-term liabilities, including the indebtedness under our 0% Convertible Notes and 2.25% Convertible Notes, which mature in August 2032 and November 2030, respectively.
Our Technical Solutions segment conducts business under various types of contracts, including fixed-price and cost-share contracts, which subjects us to risks associated with cost overruns. The Technical Solutions segment conducts business under various types of contracts, including fixed-price contracts and cost-share contracts, where costs must be estimated in advance of our performance.
The Technical Solutions segment conducts business under various types of contracts, including fixed-price contracts and cost-share contracts, where costs must be estimated in advance of our performance.
The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government, and negatively affected the U.S. and global economies, disrupted supply chains, and resulted in significant travel, transport, and other restrictions.
Our business, financial and operating performance could be adversely affected by epidemics and other health related issues. The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government, and negatively affected the U.S. and global economies, disrupted supply chains, and resulted in significant travel, transport, and other restrictions.
See Part 1, Item 1C, Cybersecurity, for more information on our cybersecurity risk management and governance. 47 The inability to attract and retain key personnel could have an adverse impact on our business. The Company’s LEU and Technical Services segments require people with unique skills and experience in the uranium enrichment industry. It also requires people with U.S. security clearances.
The inability to attract and retain key personnel could have an adverse impact on our business. The Company’s LEU and Technical Services segments require people with unique skills and experience in the uranium enrichment industry. It also requires people with U.S. security clearances.
As a result, a relatively small change in the timing, amount, or other terms of customer orders for LEU due to a change in a customer’s refueling schedule or other reasons may cause operating results to be substantially above or below expectations, which could have an adverse effect on our cash flows. 41 Results of operations could be negatively impacted if adverse conditions or changes in circumstances indicate a possible impairment loss related to our intangible assets.
As a result, a relatively small change in the timing, amount, or other terms of customer orders for LEU due to a change in a customer’s refueling schedule or other reasons may cause operating results to be substantially above or below expectations, which could have an adverse effect on our cash flows.
Activities of our contractors, suppliers or other counterparties similarly may involve toxic, hazardous, and radioactive materials and we may be liable contractually, or under applicable law, to contribute to remedy damages or other costs arising from such activities, including the D&D of third-party facilities. 44 We lease facilities from the DOE near Piketon.
Additionally, we may be responsible for D&D of facilities where we conduct, or previously conducted, operations. Activities of our contractors, suppliers or other counterparties similarly may involve toxic, hazardous, and radioactive materials and we may be liable contractually, or under applicable law, to contribute to remedy damages or other costs arising from such activities, including the D&D of third-party facilities.
Accordingly, TENEX is required to obtain a specific export license from the Russian authorities in order for it to make shipments to Centrus through 2025. Centrus has been informed that TENEX has received three specific licenses to date which allow TENEX to export LEU to the U.S. for our pending orders.
TENEX is required to obtain a specific export license from the Russian authorities in order for it to make shipments to Centrus through 2027. For each of our orders to date, TENEX has received specific licenses to allow TENEX to export LEU to the U.S.
A takeover of us may trigger the requirement that we repurchase the 2.25% Convertible Notes and/or increase the conversion rate, which could make it more costly for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.
A takeover of us may trigger the requirement that we repurchase the 0% Convertible Notes or 2.25% Convertible Notes and/or increase the conversion rate, which could make it more costly for a potential acquirer to engage in such takeover.
We routinely experience various cybersecurity incidents, including threats to our information technology infrastructure, unauthorized attempts to gain access to the Company’s sensitive information, and denial-of-service attacks, as do our customers, suppliers, subcontractors, and other business partners.
Our computer networks and other IT systems are designed to protect this information through the use of classified networks and other procedures. We routinely experience various cybersecurity incidents, including threats to our information technology infrastructure, unauthorized attempts to gain access to the Company’s sensitive information, and denial-of-service attacks, as do our customers, suppliers, subcontractors, and other business partners.
Executive orders or regulatory priorities issued or rescinded by the U.S. federal government administration may require the Company to make additional capital expenditures or incur additional costs, or cause a delay or the abandonment of projects or awarded contracts which could adversely affect the Company’s results of operations or financial condition.
Executive orders or regulatory priorities issued or rescinded by the U.S. federal government administration may require the Company to make additional capital expenditures or incur additional costs, or cause a delay or the abandonment of projects or awarded contracts which could adversely affect the Company’s results of operations or financial condition. 41 Notwithstanding the ability of the NRC and DOE to issue and interpret regulatory requirements, several significant administrative law cases were decided by the U.S.
In 2024, our ten largest nuclear fuel customers represented approximately 75% of total revenue and our two largest customers represented approximately 33% of total revenue.
In 2025, our ten largest nuclear fuel customers represented approximately 77% of total revenue and our two largest customers represented approximately 31% of total revenue.
Accordingly, there are situations in which a foreign stockholder or Contravening Person could lose the right to vote its shares or in which we may redeem or exchange shares held by a foreign person or Contravening Person and in which such redemption or exchange could be at the lesser of fair market value and the person’s purchase price for the shares redeemed or exchanged, which could result in a significant loss for that person. 46 General Risk Factors Failures to protect classified or other sensitive information, or cybersecurity incidents could result in significant liability or otherwise have an adverse effect on our business.
Accordingly, there are situations in which a foreign stockholder or Contravening Person could lose the right to vote its shares or in which we may redeem or exchange shares held by a foreign person or Contravening Person and in which such redemption or exchange could be at the lesser of fair market value and the person’s purchase price for the shares redeemed or exchanged, which could result in a significant loss for that person.
The potential for the DOE to seek to terminate or exercise its remedies under the 2002 DOE-USEC Agreement and our other agreements with DOE, or to require modifications to such agreements that are adverse to our interests, may have adverse consequences on the Company.
The inability to retain appropriately qualified and experienced senior executives could negatively affect our operations, strategic planning, and performance. 45 The potential for the DOE to seek to terminate or exercise its remedies under the 2002 DOE-USEC Agreement and our other agreements with DOE, or to require modifications to such agreements that are adverse to our interests, may have adverse consequences on the Company.
Potential events that could affect either our customers or suppliers under current or future contracts with us or the nuclear industry as a whole, include: • pandemics, armed conflicts (including the war in Ukraine), government actions and other events that disrupt supply chains, production, transportation, payments and importation of nuclear materials or other critical supplies or services; • natural or other disasters (such as the 2011 Fukushima disaster) impacting nuclear facilities or involving shipments of nuclear materials; • changes in U.S. or foreign government policies and priorities; • regulatory actions or changes in regulations by nuclear regulatory bodies applicable to us, our suppliers or our customers; • decisions by agencies, courts or other bodies under trade and other laws applicable to us, our suppliers, or our customers; • disruptions in other areas of the nuclear fuel cycle, such as uranium supplies or conversion; • civic opposition to, or changes in government policies regarding, nuclear operations; • business decisions concerning reactors or reactor operations; • the financial condition of reactor owners and operations; • the need for generating capacity; or • consolidation within the electric power industry.
Potential events that could affect either our customers or suppliers under current or future contracts with us or the nuclear industry as a whole, include: • pandemics, armed conflicts (including between Russia and Ukraine, between Israel and Hamas, and between the United States and Venezuela), government actions and other events that disrupt supply chains, production, transportation, payments and importation of nuclear materials or other critical supplies or services; • natural or other disasters (such as the 2011 Fukushima disaster) impacting nuclear facilities or involving shipments of nuclear materials; • changes in U.S. or foreign government policies and priorities; • regulatory actions or changes in regulations by nuclear regulatory bodies applicable to us, our suppliers or our customers; • decisions by agencies, courts or other bodies under trade and other laws applicable to us, our suppliers, or our customers; • disruptions in other areas of the nuclear fuel cycle, such as uranium supplies or conversion; • civic opposition to, or changes in government policies regarding, nuclear operations; • business decisions concerning reactors or reactor operations; • the financial condition of reactor owners and operations; • the need for generating capacity; or • consolidation within the electric power industry. 29 These events could adversely affect us to the extent they result in a reduction or elimination of customers’ contractual requirements to purchase from us; the suspension or reduction of nuclear reactor operations; the reduction or blocking of supplies of raw materials, natural or enriched uranium or SWU; lower demand; burdensome regulation, disruptions of shipments, production importation or payment (including the blocking or restriction of transportation services or hardware); increased competition from third parties; increased costs or difficulties; or increased liability for actual or threatened property damage or personal injury.
In an extreme case, the DOE could terminate our permit to access classified information resulting in the elimination of our ability to continue American Centrifuge work or performance of DOE contracts, including the HALEU Operation Contract.
In an extreme case, the DOE could terminate our permit to access classified information resulting in the elimination of our ability to continue American Centrifuge work or performance of DOE contracts, including the HALEU Operation Contract and the IDIQ contracts. See Part 1, Item 1C, Cybersecurity , for more information on our cybersecurity risk management and governance.
Factors that impact the price fluctuations include the degree to which enriched uranium may be imported into the United States, and the quantities of enriched uranium available for import into the United States, both of which will impact our ability to make future LEU or SWU sales or ability to finance any build out of our enrichment capacities.
Factors that impact the price fluctuations include the degree to which enriched uranium may be imported into the United States, and the quantities of enriched uranium available for import into the United States, both of which will impact our ability to make future LEU or SWU sales or ability to finance any build out of our enrichment capacities. 30 Operational Risks Restrictions on imports or sales of SWU or uranium that we buy from our Russian supplier and our other sources of supply could adversely affect profitability and the viability of our business.
These rights include requesting information from holders (or proposed holders) of our securities, refusing to permit the transfer of securities by such holders, suspending or limiting voting rights of such holders, redeeming or exchanging shares of our stock owned by such holders on terms set forth in our certificate of incorporation, and taking other actions that we deem necessary or appropriate to ensure compliance with the foreign ownership restrictions.
These rights include requesting information from holders (or proposed holders) of our securities, refusing to permit the transfer of securities by such holders, suspending or limiting voting rights of such holders, redeeming or exchanging shares of our stock owned by such holders on terms set forth in our certificate of incorporation, and taking other actions that we deem necessary or appropriate to ensure compliance with the foreign ownership restrictions. 43 The terms and conditions of our rights with respect to our redemption or exchange right in respect of shares held by foreign persons or Contravening Persons are as follows: • Redemption price or exchange value: Generally, the redemption price or exchange value for any shares of our Common Stock redeemed or exchanged would be their fair market value.
The costs of defending against a claim arising out of a nuclear incident or precautionary evacuation, and any damages awarded as a result of such a claim, could be very high and, even if indemnified, could adversely affect our results of operations and financial condition. 45 Our certificate of incorporation gives us certain rights with respect to equity securities held (beneficially or of record) by foreign persons.
The costs of defending against a claim arising out of a nuclear incident or precautionary evacuation, and any damages awarded as a result of such a claim, could be very high and, even if indemnified, could adversely affect our results of operations and financial condition.
On November 7, 2023, the Company announced that it made its first delivery of HALEU to the DOE, completing Phase 1 by successfully demonstrating its HALEU production process.
On November 7, 2023, the Company announced that it made its first delivery of HALEU to the DOE, completing Phase 1 by successfully demonstrating its HALEU production process. 35 We substantially completed Phase 2 in June 2025 by contractually delivering 900 kilograms of HALEU UF6 to the DOE.
Certain provisions in the indenture governing the 2.25% Convertible Notes may make it more difficult or expensive for a third party to acquire us.
Certain provisions in the indentures governing the 0% Convertible Notes and 2.25% Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us. Certain provisions in the indentures governing the 0% Convertible Notes and the 2.25% Convertible Notes may make it more difficult or expensive for a third party to acquire us.
Our significant long-term liabilities (and other third-party financial obligations) could have important consequences, including: • making it more difficult for us to satisfy our obligations to lenders and other creditors, resulting in possible defaults on, and acceleration of, such indebtedness or breaches of such other commitments; • placing us at a competitive disadvantage by making us more vulnerable to react to adverse economic conditions or changes in the nuclear industry; • hindering our ability to obtain additional financing for future working capital and other general corporate requirements; 39 • reducing our cash resources for payments on our 2.25% Convertible Notes and our 8.25% Notes, thereby limiting our ability to fund our operations, capital expenditures, and future business opportunities; • placing certain restrictions on the ability of our subsidiary, Enrichment Corp., to transfer cash and other assets to us, which could constrain our ability to pay dividends on our Common Stock or to fund our commitments or the commitments of our other subsidiaries, pursuant to the indenture governing our 8.25% Notes, subject to certain exceptions; and • restricting our ability to engage in certain mergers or acquisitions pursuant to the indenture governing our 8.25% Notes which also require us to offer to repurchase all such outstanding notes at 101% of their outstanding principal amount in the event of certain change of control events.
Our significant long-term liabilities (and other third-party financial obligations) could have important consequences, including: • making it more difficult for us to satisfy our obligations to lenders and other creditors, resulting in possible defaults on, and acceleration of, such indebtedness or breaches of such other commitments; • placing us at a competitive disadvantage by making us more vulnerable to react to adverse economic conditions or changes in the nuclear industry; • hindering our ability to obtain additional financing for future working capital and other general corporate requirements; • reducing our cash resources for payments on our 2.25% Convertible Notes, thereby limiting our ability to fund our operations, capital expenditures, and future business opportunities; and • requiring us to repurchase all outstanding 2.25% Convertible Notes and 0% Convertible Notes at 100% of their outstanding principal amount (plus any accrued and unpaid interest thereon) upon the occurrence of a fundamental change (as defined in the indentures governing such notes).
Risks related to operational factors primarily include: • disruptions arising from the Import Ban Act or the Russian Decree restricting imports, exports or sales of SWU or uranium that we buy from our Russian supplier and our other sources of supply; • lack of assurance that we will be awarded any task orders under any of our IDIQ contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain; and • the inability to sell all of the LEU we are required to purchase under supply agreements for prices that cover our costs.
Risks related to operational factors primarily include: • our inability to successfully perform our U.S. government contracts, including any task orders we may be awarded; • our ability to successfully implement our planned expansion projects in Piketon, Ohio and Oak Ridge, Tennessee; • disruptions arising from the Import Ban Act or the Russian Decree restricting imports, exports or sales of SWU or uranium that we buy from our Russian supplier and our other sources of supply; • the inability to sell all of the LEU we are required to purchase under supply agreements for prices that cover our costs. • tariffs and other changes in internal trade policy; • significant competition from foreign governments, and limitations on our ability to compete in foreign markets; • our dependence on our largest customers and suppliers; and • lack of assurance that we will be awarded additional task orders under any of our IDIQ contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain.
In addition, the existence of the 2.25% Convertible Notes may encourage short selling by market participants that engage in hedging or arbitrage activity, and anticipated conversion of the 2.25% Convertible Notes into shares of our common stock could depress the price of our common stock. 40 Certain provisions in the indenture governing the 2.25% Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us.
In addition, the existence of the notes may encourage short selling by market participants that engage in hedging or arbitrage activity, and anticipated conversion of the notes into shares of our common stock could depress the price of our Common Stock.
The NRC has granted us two licenses for the Piketon facility: a license for a Lead Cascade test facility that was granted in February 2004, and a separate license to construct and operate a commercial plant that was granted in April 2007. Our license to construct and operate a commercial plant will expire on April 13, 2037.
Our operations, including the facilities we lease near Piketon, Ohio, are subject to regulation by the NRC. The NRC has granted us two licenses for the Piketon facility: a license for a Lead Cascade test facility that was granted in February 2004, and a separate license to construct and operate a commercial plant that was granted in April 2007.
However, our alternative sources are not sufficient, or may not be available, to replace all or any of the Russian LEU the Company would be permitted to import under the RSA, and to the extent additional supply cannot be obtained, or must be obtained at a higher cost, it will have a material adverse impact on our business, results of operations, and competitive position.
However, our alternative sources are not sufficient, or may not be available, to replace all or any of the Russian LEU the Company would be permitted to import under the RSA, and to the extent additional supply cannot be obtained, or must be obtained at a higher cost, it will have a material adverse impact on our business, results of operations, and competitive position. 28 As a result of the current uncertainty regarding trade with Russia, as well as the actions of Russia in the war against Ukraine, customers may seek to renegotiate existing contracts, refuse to take deliveries of Russian LEU, or take other actions that could have a material adverse impact on our business, results of operations, and competitive position.
If we experience performance issues under any of our U.S. government contracts and subcontracts, the U.S. government retains the right to pursue remedies, which could include termination under any affected contract. Termination of a contract or subcontract could adversely affect our ability to secure future contracts, and could adversely affect our business, financial condition, results of operations, and cash flows.
If we experience performance issues under any of our U.S. government contracts and subcontracts, the U.S. government retains the right to pursue remedies, which could include termination under any affected contract.
Our U.S. government contracts and subcontracts are dependent on continued U.S. government funding and government appropriations, which may not be made on a timely basis or at all, and could have an adverse effect on our business.
Termination of a contract or subcontract could adversely affect our ability to secure future contracts, and could adversely affect our business, financial condition, results of operations, and cash flows. 46 Our U.S. government contracts and subcontracts are dependent on continued U.S. government funding and government appropriations, which may not be made on a timely basis or at all, and could have an adverse effect on our business.
Consequently, if imports of Russian LEU into the United States are restricted or banned, and we cannot obtain replacement materials, we expect reduced revenues and higher costs and expenses, which would have an adverse effect on our business, results of operations, and prospects. 37 There is no assurance that we will be awarded any task orders under any of our IDIQ contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain.
Consequently, if imports of Russian LEU into the United States are restricted or banned, and we cannot obtain replacement materials, we expect reduced revenues and higher costs and expenses, which would have an adverse effect on our business, results of operations, and prospects.
Changes in the competitive landscape may adversely affect pricing trends, change customer spending patterns, or create uncertainty. To address these changes, we may seek to adjust our cost structure and operations, and evaluate opportunities to grow our business organically or through acquisitions and other strategic transactions.
To address these changes, we may seek to adjust our cost structure and operations, and evaluate opportunities to grow our business organically or through acquisitions and other strategic transactions.
If we are required to delease the facility where we are deploying the HALEU cascade under the HALEU Operation Contract and return it, along with the centrifuges and supporting equipment, to the DOE at the expiration of our contract, this would likely result in the termination of our NRC operating license and us laying off our Piketon workforce.
If we do not secure additional options or contracts and funding and if sufficient demand does not emerge, we may not be able to continue operating the demonstration cascade and may not be able to support providing HALEU fuel for the advanced reactors under development If we are required to delease the facility where we are deploying the HALEU cascade under the HALEU Operation Contract and return it, along with the centrifuges and supporting equipment, to the DOE at the expiration of the HALEU Operation Contract, this would likely result in the termination of our NRC operating license and us laying off some or all of our Piketon workforce.
Through 2027, well over one-half of the LEU that we expect to deliver to customers will come from material supplied to us under the TENEX Supply Contract subject to potential supply disruptions from the Imports Ban Act, the Russian Decree or other such restrictions.
Consequently, we may face reduced revenues and difficulty in selling the material we are obligated to buy, which could adversely affect our business, results of o perations, and prospects. 33 Through 2027, well over one-half of the LEU that we expect to deliver to customers will come from material supplied to us under the TENEX Supply Contract subject to potential supply disruptions from the Imports Ban Act, the Russian Decree or other such restrictions.
We completed an offering of $402.5 million in aggregate principal amount of 2.25% Convertible Notes due 2030 in November 2024. In the event the conditional conversion feature of our 2.25% Convertible Notes is triggered, holders of the 2.25% Convertible Notes will be entitled to convert them at any time during specified periods at their option.
In the event the conditional conversion feature of our 0% Convertible Notes or 2.25% Convertible Notes are triggered, holders of the notes will be entitled to convert them at any time during specified periods at their option.
To train employees and obtain the required U.S. security clearances for them can take considerable time and expense. The success of our business depends on key executives, managers, scientists, engineers and other skilled personnel.
To train employees and obtain the required U.S. security clearances for them can take considerable time and expense. The success of our business depends on key executives, managers, scientists, engineers and other skilled personnel. Additionally, we estimate that our planned expansions in Piketon, Ohio and Oak Ridge, Tennessee will require us to hire at least 150 additional employees in 2026.
Legal and consulting costs incurred in connection with debt or equity financing transactions in development are deferred and subject to immediate expensing if such a transaction becomes less likely to occur. If the actions we take in response to industry changes are not successful, our business, results of operations and financial condition may be adversely affected.
Legal and consulting costs incurred in connection with debt or equity financing transactions in development are deferred and subject to immediate expensing if such a transaction becomes less likely to occur.
The current war in Ukraine has led the United States, Russia, and other countries to impose sanctions and other measures that restrict international trade. The situation is continuously changing. The Import Ban Act was enacted on May 13, 2024.
The current war in Ukraine has led the United States, Russia, and other countries to impose sanctions and other measures that restrict international trade. The situation is continuously changing. The Import Ban Act bans imports of LEU from Russia into the U.S. beginning August 11, 2024, subject to issuance of waivers by the DOE.
We have a number of suppliers and indirect suppliers with a wide variety of systems and cybersecurity capabilities and we may not be successful in preventing adversaries from exploiting possible weak links in our supply chain.
Due to the evolving nature of these security threats and the national security aspects of much of the sensitive information we possess, the impact of any future incident cannot be predicted. 44 We have a number of suppliers and indirect suppliers with a wide variety of systems and cybersecurity capabilities and we may not be successful in preventing adversaries from exploiting possible weak links in our supply chain.
A significant delay in, or stoppage, prohibition or termination of, deliveries of material to us under our supply agreements, would adversely affect our ability to make deliveries to customers and could adversely impact our business, results of operations, and prospects.
A significant delay in, or stoppage, prohibition or termination of, deliveries of material to us under our supply agreements, would adversely affect our ability to make deliveries to customers and could adversely impact our business, results of operations, and prospects. 31 We also rely on third parties to provide essential goods and services to the Company, such as the storage and management of inventory, transportation, storage or transportation containers and radiation protection.
For example, there is draft legislation in the U.S. Congress designed to impose sanctions on Rosatom which would effectively prohibit (again, subject to government-issued waivers) transactions with TENEX, a subsidiary of Rosatom. Since the enactment of the Import Ban Act, TENEX continued to implement the TENEX Supply Contract while we pursue waivers from the DOE.
For example, there is draft legislation in the U.S. Congress designed to impose potentially significant tariffs on Russian goods and/or sanctions on Rosatom that would effectively prohibit (again, subject to government-issued waivers) transactions with TENEX, a subsidiary of Rosatom.
Legal and Compliance Risks Our operations are highly regulated by the U.S. government, including the NRC and the DOE as well as the States of Ohio and Tennessee and could be significantly impacted by changes in government policies and priorities. Our operations, including the facilities we lease near Piketon, Ohio, are subject to regulation by the NRC.
In addition, any changes to tax rules and regulations or the interpretation of tax rules and regulations could negatively impact our ability to recognize any potential benefits from our NOLs or NUBILs. 40 Legal and Compliance Risks Our operations are highly regulated by the U.S. government, including the NRC and the DOE as well as the States of Ohio and Tennessee and could be significantly impacted by changes in government policies and priorities.
There is no assurance that we will be awarded such options or that such funding will be available. Further, it is uncertain whether or when demand to support the scale up of the facility will materialize.
Regarding the existing operating HALEU cascade, there is no assurance that DOE will award Centrus additional options or that the U.S. government will enter into other contracts or that additional funding will be available. Further, it is uncertain whether or when demand to support the scale up of the facility will materialize.
Our ability to operate the HALEU enrichment facility we are deploying under the HALEU Operation Contract after the completion of the contract is dependent on our ability to secure additional contracts and funding from the U.S. government or other sources.
Our ability to operate the HALEU demonstration cascade pursuant to our contract with the Department of Energy under the HALEU Operation Contract after its completion is dependent on our ability to secure additional contracts or other funding sources.
Centrus will use the majority of this LEU to satisfy pending orders to a single customer on a delayed basis in reliance on our contractual rights. TENEX has informed Centrus of its plan to seek additional export licenses to meet its delivery obligations under the TENEX Supply Contract for our other pending and f uture orders.
TENEX has informed Centrus of its plan to seek additional export licenses to meet its delivery obligations under the TENEX Supply Contract for our f uture orders.
Changes to, or termination of, any agreements with the U.S. government, or deterioration in our relationship with the U.S. government, could adversely affect results of operations.
If the actions we take in response to industry changes are not successful, our business, results of operations and financial condition may be adversely affected. 47 Changes to, or termination of, any agreements with the U.S. government, or deterioration in our relationship with the U.S. government, could adversely affect results of operations.
The ability to attract and retain these key personnel may be difficult in light of the uncertainties currently facing the business and changes we may make to the organizational structure to adjust to changing circumstances. Changes in senior management could create uncertainty among our employees, customers, suppliers, and other third parties with which we do business.
The ability to attract and retain sufficient key personnel may be difficult in light of the uncertainties currently facing the business and changes we may make to the organizational structure to adjust to changing circumstances and could impact operations including project execution.
We also may decide to pursue transactions even if they would result in an ownership change and impair our ability to use our NOLs. In addition, any changes to tax rules and regulations or the interpretation of tax rules and regulations could negatively impact our ability to recognize any potential benefits from our NOLs or NUBILs.
We also may decide to pursue transactions even if they would result in an ownership change and impair our ability to use our NOLs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−0 removed8 unchanged
Biggest changeThe Board exercises its oversight of material risks from cybersecurity threats through the Board’s newly established Cyber Risk Committee. Per its charter, the Board’s Cyber Risk Committee oversees the Company’s cybersecurity policies, procedures, and plans, including the quality and effectiveness of the related security, confidentiality, availability, recoverability, integrity, and disaster or incident response programs.
Biggest changeThe Board exercises its oversight of material risks from cybersecurity threats through its Cyber Risk Committee. Per its charter, the Board’s Cyber Risk Committee oversees the Company’s cybersecurity policies, procedures, and plans, including the quality and effectiveness of the related security, confidentiality, availability, recoverability, integrity, and disaster or incident response programs.
In addition, the Company maintains a cybersecurity incident response plan, which includes the Company’s processes for monitoring, preventing, detecting, mitigating, remediating, and recovery from cybersecurity incidents that is updated regularly. Disclosure with regard to a cybersecurity incident will be considered by management’s Cybersecurity Risk Committee, with material issues raised with our Board. 51
In addition, the Company maintains a cybersecurity incident response plan, which includes the Company’s processes for monitoring, preventing, detecting, mitigating, remediating, and recovery from cybersecurity incidents that is updated regularly. Disclosure with regard to a cybersecurity incident will be considered by management’s Cybersecurity Risk Committee, with material issues raised with our Board. 49

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−0 removed2 unchanged
Biggest changeThe industrial buildings encompass more than 14 acres under roof and were built to contain uranium enrichment operations using centrifuge technology. Our Oak Ridge, Tennessee and Piketon, Ohio facilities support our Technical Solutions segment. We maintain our facilities in good operating condition and believe they are adequate for our present needs and the foreseeable future.
Biggest changeThe industrial buildings encompass more than 14 acres under roof and were built to contain uranium enrichment operations using centrifuge technology. We also lease 10,000 square feet of office space in Oak Ridge, Tennessee for administrative purposes. Our Oak Ridge, Tennessee and Piketon, Ohio facilities support our Technical Solutions segment.
Added
We maintain our facilities in good operating condition and believe they are adequate for our present needs and the foreseeable future. For details regarding the expansion of the Oak Ridge, Tennessee and Piketon, Ohio facilities, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+5 added−0 removed10 unchanged
Biggest changeThis could act as a constraint on our ability to pay dividends on our Class A Common Stock. On November 7, 2024, the Company issued to several initial purchasers (the “Initial Purchasers”) $402.5 million aggregate principal amount of the Company’s 2.25% Convertible Notes, pursuant to a purchase agreement among the Company and Bank of America Securities, Inc. and J.P.
Biggest changeOn November 7, 2024, the Company issued to several initial purchasers (the “2.25% Convertible Note Initial Purchasers”) $402.5 million aggregate principal amount of the Company’s 2.25% Convertible Notes, pursuant to a purchase agreement among the Company and Bank of America Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the 2.25% Convertible Note Initial Purchasers.
Foreign persons are defined in our certificate of incorporation to include, among others, an individual who is not a U.S. citizen, an entity that is organized under the laws of a non-U.S. jurisdiction, and an entity that is controlled by individuals who are not U.S. citizens or by entities that are organized under the laws of non-U.S. jurisdictions. 54 The occurrence of any one or more of the following events is a “foreign ownership review event” and triggers the board of directors’ right to take various actions under our certificate of incorporation: (1) the beneficial ownership by a foreign person of (a) 5% or more of the issued and outstanding shares of any class of our equity securities, (b) 5% or more in voting power of the issued and outstanding shares of all classes of our equity securities, or (c) less than 5% of the issued and outstanding shares of any class of our equity securities or less than 5% of the voting power of the issued and outstanding shares of all classes of our equity securities, if such foreign person is entitled to control the appointment and tenure of any of our management positions or any director; (2) the beneficial ownership of any shares of any class of our equity securities by or for the account of a foreign uranium enrichment provider or a foreign competitor (referred to as “contravening persons”); or (3) any ownership of, or exercise of rights with respect to, shares of any class of our equity securities or other exercise or attempt to exercise control of us that is inconsistent with, or in violation of, any regulatory restrictions, or that could jeopardize the continued operations of our facilities (an “adverse regulatory occurrence”).
Foreign persons are defined in our certificate of incorporation to include, among others, an individual who is not a U.S. citizen, an entity that is organized under the laws of a non-U.S. jurisdiction, and an entity that is controlled by individuals who are not U.S. citizens or by entities that are organized under the laws of non-U.S. jurisdictions. 53 The occurrence of any one or more of the following events is a “foreign ownership review event” and triggers the Board’s right to take various actions under our certificate of incorporation: (1) the beneficial ownership by a foreign person of (a) 5% or more of the issued and outstanding shares of any class of our equity securities, (b) 5% or more in voting power of the issued and outstanding shares of all classes of our equity securities, or (c) less than 5% of the issued and outstanding shares of any class of our equity securities or less than 5% of the voting power of the issued and outstanding shares of all classes of our equity securities, if such foreign person is entitled to control the appointment and tenure of any of our management positions or any director; (2) the beneficial ownership of any shares of any class of our equity securities by or for the account of a foreign uranium enrichment provider or a foreign competitor (referred to as “contravening persons”); or (3) any ownership of, or exercise of rights with respect to, shares of any class of our equity securities or other exercise or attempt to exercise control of us that is inconsistent with, or in violation of, any regulatory restrictions, or that could jeopardize the continued operations of our facilities (an “adverse regulatory occurrence”).
The graph reflects the investment of $100 on December 31, 2019, in Class A Common Stock, the S&P 500 Index and the S&P A&D Index, and reflects the reinvestment of dividends. The stock price performance included in the graph below is not indicative of future stock performance.
The graph reflects the investment of $100 on December 31, 2020, in Class A Common Stock, the S&P 500 Index and the S&P A&D Index, and reflects the reinvestment of dividends. The stock price performance included in the graph below is not indicative of future stock performance.
There were no other unregistered sales of equity securities by the Company during the years ended December 31, 2024, 2023, or 2022.
There were no other unregistered sales of equity securities by the Company during the years ended December 31, 2025, 2024, or 2023.
There were no repurchases of shares of our Common Stock pursuant to a share repurchase program in 2024. 53 Stock Performance Graph The following graph shows a comparison of cumulative total returns for an investment in the Class A Common Stock of Centrus, the S&P 500 Index, and the S&P Aerospace and Defense (A&D) Index.
There were no repurchases of shares of our Common Stock pursuant to a share repurchase program in 2025. 52 Stock Performance Graph The following graph shows a comparison of cumulative total returns for an investment in the Class A Common Stock of Centrus, the S&P 500 Index, and the S&P Aerospace and Defense (A&D) Index.
Morgan Securities LLC, as representatives of the Initial Purchasers. The 2.25% Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Exchange Act.
Morgan Securities LLC, as representatives of the 0% Convertible Note Initial Purchasers. The 0% Convertible Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Exchange Act.
The 2.25% Convertible Notes are senior unsecured obligations of the Company and will rank senior in right of payment to any of the Company’s unsecured indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively rank junior in right of payment to any of the Company’s secured indebtedness, including the Company’s 8.25% Notes, to the extent of the value of the assets securing such indebtedness; and rank structurally junior to all indebtedness and other liabilities (including trade payables, but excluding intercompany obligations (other than the secured guarantee by United States Enrichment Corporation of the Company’s 8.25% Notes) and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of the Company’s existing and future subsidiaries.
The 0% Convertible Notes are senior unsecured obligations of the Company and will rank senior in right of payment to any of the Company’s unsecured indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively rank junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and rank structurally junior to all indebtedness and other liabilities (including trade payables, but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of the Company’s existing and future subsidiaries.
Additionally, the Company has reserved 1,900,000 shares of Class A Common Stock under its management incentive plan, of which 540,158 shares were available for future awards as of December 31, 2024, including 120,000 shares associated with awards which terminated or were cancelled without being exercised. The Class A Common Stock trades on the NYSE American LLC under the symbol “LEU”.
Additionally, the Company has reserved 1,900,000 shares of Class A Common Stock under its management incentive plan, of which 547,669 shares were available for future awards as of December 31, 2025, including 158,609 shares associated with awards which terminated or were cancelled without being exercised.
As of January 31, 2025, there were approximately 687 holders of record and approximately 49,166 beneficial owners of the Company’s Class A Common Stock. As of January 31, 2025, there were two holders of record of the Company’s Class B Common Stock.
As of February 2, 2026, there were approximately 636 holders of record and approximately 154,351 beneficial owners of the Company’s Class A Common Stock. As of February 2, 2026, there were two holders of record of the Company’s Class B Common Stock.
As of January 31, 2025, the Company has issued 16,765,116 shares of Common Stock, consisting of 16,045,916 shares of Class A Common Stock and 719,200 shares of Class B Common Stock.
As of February 2, 2026, the Company has issued 19,664,565 shares of Common Stock, consisting of 18,945,365 shares of Class A Common Stock and 719,200 shares of Class B Common Stock.
No cash dividends were paid in 2024 or 2023, and we have no intention to pay cash dividends in the foreseeable future. The indenture governing our 8.25% Notes, subject to certain exceptions, places certain restrictions on the ability of Enrichment Corp. to transfer cash and other assets to us.
No cash dividends were paid in 2025 or 2024, and we have no intention to pay cash dividends in the foreseeable future.
Added
The Class A Common Stock currently trades on the New York Stock Exchange (“NYSE”) under the symbol “LEU”. On December 4, 2025, Centrus Energy Corp. transferred the listing of its Class A Common Stock to the NYSE from the NYSE American LLC, where the Class A Common Stock was previously listed.
Added
The 2.25% Convertible Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Exchange Act.
Added
The 2.25% Convertible Notes are senior unsecured obligations of the Company and will rank senior in right of payment to any of the Company’s unsecured indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively rank junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and rank structurally junior to all indebtedness and other liabilities (including trade payables, but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of the Company’s existing and future subsidiaries. 51 On August 18, 2025, the Company issued to several initial purchasers (the “0% Convertible Note Initial Purchasers”) $805.0 million aggregate principal amount of the Company’s 0% Convertible Notes pursuant to a purchase agreement among the Company and Bank of America Securities, Inc. and J.P.
Added
The offer and sale of the 0% Convertible Notes and the shares of the Company’s Class A Common Stock issuable upon conversion of the 0% Convertible Notes, if any, have not been, and will not be, registered under the Exchange Act or the securities laws of any other jurisdiction, and unless so registered, the 0% Convertible Notes and such shares, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
Added
The 0% Convertible Notes will mature on August 15, 2032, unless repurchased, redeemed or converted in accordance with their terms prior to such date.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

148 edited+89 added−54 removed108 unchanged
Biggest changeThe increase was primarily attributable to the HALEU Operation Contract and the transition from Phase 1 (cost-share) to Phase 2 (cost-plus-incentive-fee) in late 2023. 74 Non-Segment Information The following table presents elements of the accompanying Consolidated Statements of Operations that are not categorized by segment (dollar amounts in millions): Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 Year Ended December 31, 2024 2023 $ Change % Change Gross profit $ 111.5 $ 112.1 $ (0.6) (1) % Advanced technology costs 17.2 14.2 3.0 21 % Selling, general and administrative 36.2 35.6 0.6 2 % Amortization of intangible assets 9.8 6.3 3.5 56 % Special charges for workforce reductions 0.3 3.6 (3.3) (92) % Operating income 48.0 52.4 (4.4) (8) % Nonoperating components of net periodic benefit income (14.7) (23.2) 8.5 37 % Interest expense 2.7 1.3 1.4 108 % Investment income (12.9) (8.7) (4.2) (48) % Other income, net (0.1) (1.5) 1.4 93 % Income before income taxes 73.0 84.5 (11.5) (14) % Income tax expense (benefit) (0.2) 0.1 (0.3) (300) % Net income $ 73.2 $ 84.4 $ (11.2) (13) % Amortization of Intangible Assets Amortization of intangible assets was $9.8 million and $6.3 million for the year ended December 31, 2024 and 2023, respectively, an increase of $3.5 million (or 56%).
Biggest changeCosts incurred subsequent to November 2024 have not yet been subject to a fee as this portion of Phase 2 remains undefinitized and is subject to negotiation. 74 Non-Segment Information The following table presents elements of the accompanying Consolidated Statements of Operations that are not categorized by segment (dollar amounts in millions): Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 Year Ended December 31, 2025 2024 $ Change % Change Gross profit $ 117.5 $ 111.5 $ 6.0 5 % Advanced technology costs 16.9 17.2 (0.3) (2) % Selling, general and administrative 36.2 35.0 1.2 3 % Equity-related compensation 5.8 1.5 4.3 287 % Amortization of intangible assets 8.4 9.8 (1.4) (14) % Operating income 50.2 48.0 2.2 5 % Nonoperating components of net periodic benefit loss (income) 6.8 (14.7) 21.5 146 % Interest expense 14.0 2.7 11.3 419 % Investment income (44.7) (12.9) (31.8) (247) % Extinguishment of long-term debt (11.8) — (11.8) n/a Other income, net — (0.1) 0.1 100 % Income before income taxes 85.9 73.0 12.9 18 % Income tax expense (benefit) 8.1 (0.2) 8.3 4,150 % Net income $ 77.8 $ 73.2 $ 4.6 6 % Equity-Related Compensation Equity-related compensation expense was $5.8 million and $1.5 million for the year ended December 31, 2025 and 2024, respectively, an increase of $4.3 million (or 287%).
Centrus operates two business segments: (a) LEU, which supplies various components of nuclear fuel to commercial customers from our global network of suppliers, and (b) Technical Solutions, which provides advanced uranium enrichment for the nuclear industry and the U.S. government and advanced manufacturing and other technical services to government and private sector customers and advanced uranium enrichment for the nuclear industry and the U.S. government.
Centrus operates two business segments: (a) LEU, which supplies various components of nuclear fuel to commercial customers from our global network of suppliers, and (b) Technical Solutions, which provides advanced uranium enrichment for the nuclear industry and the U.S. government and advanced manufacturing and other technical services to government and private sector customers.
This surge in the SWU spot price beginning in 2022 has been driven by primarily by uncertainty created as a result of Russia’s invasion of Ukraine, coupled with growing interest in nuclear power as a source of secure and carbon-free energy.
This surge in the SWU spot price beginning in 2022 has been driven primarily by uncertainty created as a result of Russia’s invasion of Ukraine, coupled with growing interest in nuclear power as a source of secure and carbon-free energy.
For further discussion, refer to Part I, Item 1A, Risk Factors . If funding of gas centrifuge technology by the U.S. government is reduced or discontinued, or we are not awarded the option to continue to operate the cascade, such actions may have a material adverse impact on our ability to deploy the American Centrifuge technology and on our liquidity.
For further discussion, refer to Part I, Item 1A, Risk Factors . 77 If funding of gas centrifuge technology by the U.S. government is reduced or discontinued, or we are not awarded the option to continue to operate the cascade, such actions may have a material adverse impact on our ability to deploy the American Centrifuge technology and on our liquidity.
In addition, an interim remeasurement and recognition of gains or losses may be required for a plan during the year if lump sum payments exceed certain levels. Components of retirement benefit expense/income other than service cost are presented in our Consolidated Statements of Operations as Nonoperating Components of Net Periodic Benefit Income .
In addition, an interim remeasurement and recognition of gains or losses may be required for a plan during the year if lump sum payments exceed certain levels. Components of retirement benefit expense/income other than service cost are presented in our Consolidated Statements of Operations as Nonoperating Components of Net Periodic Benefit Loss (Income) .
Although the Company believes demand for HALEU will emerge over the next several years, there are no guarantees about whether or when government or commercial demand for HALEU will materialize, and there are a number of technical, regulatory and economic hurdles that must be overcome for these fuels and the reactors that will use these fuels to come to the market.
Although the Company believes demand for HALEU will emerge over the next several years, there are no guarantees about whether or when additional government or commercial demand for HALEU will materialize, and there are a number of technical, regulatory and economic hurdles that must be overcome for these fuels and the reactors that will use these fuels to come to the market.
Our ability to deploy LEU and/or HALEU enrichment, and the timing, sequencing, and scale of those capabilities, is subject to the availability of funding and/or offtake commitments. The Energy Act of 2020 (“Energy Act”) requires the DOE to establish a program to support the availability of HALEU for civilian domestic research, development, demonstration, and commercial use.
Our ability to deploy LEU and/or HALEU enrichment, and the timing, sequencing, and scale of those capabilities, is subject to the availability of funding and/or offtake commitments. 59 The Energy Act of 2020 (“Energy Act”) requires the DOE to establish a program to support the availability of HALEU for civilian domestic research, development, demonstration, and commercial use.
Centrus now has two years to provide evidence that the requirements of the credit have been met thus certifying our credit allocation. Upon certification of our credit allocation, we then have two years from that date to notify the DOE that the qualified investment in eligible property is placed in service to receive the credit allocation.
Centrus has two years from that date to provide evidence that the requirements of the credit have been met thus certifying our credit allocation. Upon certification of our credit allocation, we then have two years from that date to notify the DOE that the qualified investment in eligible property is placed in service to receive the credit allocation.
Refer to Note 17, Commitments and Contingencies, of the Consolidated Financial Statements in Part IV of this Annual Report for additional information. In addition, Centrus has entered into multiple inventory loans that we expect to repay in 2025 and 2026. Refer to Note 4, Inventories, of the Consolidated Financial Statements in Part IV of this Annual Report for additional information.
Refer to Note 17, Commitments and Contingencies, of the Consolidated Financial Statements in Part IV of this Annual Report for additional information. In addition, Centrus has entered into multiple inventory loans that we expect to repay in 2026. Refer to Note 4, Inventories, of the Consolidated Financial Statements in Part IV of this Annual Report for additional information.
Centrus has been informed that there is no certainty whether additional licenses will be issued by the Russian authorities and if issued, whether they will be issued in a timely manner and not rescinded prior to the shipment taking place.
However, Centrus has been informed that there is no certainty whether additional licenses will be issued by the Russian authorities and if issued, whether they will be issued in a timely manner and not rescinded prior to the shipment taking place.
To 59 address these changes, we have taken steps to adjust our cost structure; we may seek further adjustments to our cost structure and operations and evaluate opportunities to grow our business organically or through acquisitions and other strategic transactions.
To address these changes, we have taken steps to adjust our cost structure; we may seek further adjustments to our cost structure and operations and evaluate opportunities to grow our business organically or through acquisitions and other strategic transactions.
Such bans on LEU imports or exports from Russia could have a material impact on our operations and liquidity. For further discussion, please see Part I, Item 1A, Risk Factors .
Such bans or tariffs on LEU imports or exports from Russia could have a material impact on our operations and liquidity. For further discussion, please see Part I, Item 1A, Risk Factors .
However, the net impact of any changes in the expected return on benefit plan assets on the final benefit cost recognized for fiscal year 2025 would be $0 since the actual return on assets would effectively be reflected at December 31, 2025, under our mark-to-market accounting methodology. • The present value of pension obligations is calculated by discounting long-term obligations using a market interest rate.
However, the net impact of any changes in the expected return on benefit plan assets on the final benefit cost recognized for fiscal year 2026 would be $0 since the actual return on assets would effectively be reflected at December 31, 2026, under our mark-to-market accounting methodology. • The present value of pension obligations is calculated by discounting long-term obligations using a market interest rate.
These components consist primarily of the return on plan assets, offset by interest cost as the discounted present value of benefit obligations nears payment. Results also reflect claims experience, changes in mortality and healthcare claim assumptions and changes in market interest rates. Service cost is recognized in Cost of Sales (for the LEU segment) and Selling, General and Administrative expense.
These components consist primarily of the return on plan assets, offset by interest cost as the discounted present value of benefit obligations nears payment. Results also reflect claims experience, changes in mortality and healthcare claim assumptions and changes in market interest rates. Service cost is recognized in Cost of Sales (for the LEU segment) and Selling, General and Administrative expenses.
On December 11, 2024, the Company filed a third waiver request application to allow for importation of LEU from Russia in 2026 and 2027 for use in future sales to our U.S. customers. The U.S. ban on imports of Russian LEU, without the grant of additional timely waivers, would have a negative material impact on our business and financial condition.
On December 11, 2024, the Company filed a third waiver request application to allow for importation of LEU from Russia in 2026 and 2027 for use in future sales to our U.S. customers. The U.S. ban on imports of Russian LEU, without the grant of additional timely waivers, would have a negative material impact on our business.
This new law bans imports of LEU from Russia into the U.S. beginning August 11, 2024, subject to issuance of waivers by the DOE.
This law bans imports of LEU from Russia into the U.S. beginning August 11, 2024, subject to issuance of waivers by the DOE.
Notwithstanding our ability to obtain waivers under the Import Ban Act, the Russian Decree, which prohibits the exportation of Russian LEU without a license, may severely limit exportation of LEU from Russia through December 31, 2025. This has drawn attention to the potential for significant tightening of supplies in the market.
Notwithstanding our ability to obtain waivers under the Import Ban Act, the Russian Decree, which prohibits the exportation of Russian LEU without a license, may severely limit exportation of LEU from Russia through December 31, 2027. This has drawn attention to the potential for significant tightening of supplies in the market.
Recent Accounting Pronouncements Refer to Note 1 – Basis of Presentation and Principles of Consolidation in Part IV of the Consolidated Financial Statements on this Annual Report 72 Results of Operations Set forth below are our results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023.
Recent Accounting Pronouncements Refer to Note 1 – Basis of Presentation and Principles of Consolidation in Part IV of the Consolidated Financial Statements on this Annual Report 72 Results of Operations Set forth below are our results of operations for the year ended December 31, 2025 compared with the year ended December 31, 2024.
Russian enrichment plants represent 44% of the world’s capacity, and Russian capacity significantly exceeds its domestic needs. According to data from the WNA, the annual enrichment requirements of reactors worldwide outside of Russia vastly exceeds the available supply of non-Russian enrichment, which potentially threatens the viability of some reactors, including those in the United States.
Russian enrichment plants represent 43% of the world’s capacity, and Russian capacity significantly exceeds its domestic needs. According to data from the WNA, the annual enrichment requirements of reactors worldwide outside of Russia vastly exceeds the available supply of non-Russian enrichment, which potentially threatens the viability of some reactors, including those in the United States.
Further, sanctions or restrictions by the United States, Russia or other countries may impact our ability and cost to transport, export, import, take delivery, or make payments related to the LEU we purchase and may require us to increase purchases from non-Russian sources to the extent available.
Further, tariffs or sanctions by the United States, Russia or other countries may impact our ability and the cost to transport, export, import, take delivery, or make payments related to the LEU we purchase and may require us to increase purchases from non-Russian sources to the extent available.
Our ability to meet this requirement depends on the capacity or willingness of the facilities where natural uranium is supplied to us by customers, to allow us to deliver this natural uranium to TENEX. In 2023, we were notified by one facility that it will no longer receive natural uranium for TENEX.
Our ability to meet this requirement depends on the capacity or willingness of the facilities where natural uranium is supplied to us by customers, to allow us to deliver this natural uranium to TENEX. We were notified by one facility that it will no longer receive natural uranium for TENEX.
The expected return is based on historical returns and expectations of future returns for the composition of the plans’ equity and debt securities. A one-half percentage point decrease in the expected return on plan assets would increase annual pension costs by $0.2 million in 2025.
The expected return is based on historical returns and expectations of future returns for the composition of the plans’ equity and debt securities. A one-half percentage point decrease in the expected return on plan assets would increase annual pension costs by $0.2 million in 2026.
For the year ended December 31, 2024, the net actuarial gain reflected an annuitization in May 2024, favorable investment returns relative to the expected return assumption and an increase in interest rates from approximately 5.2% to 5.65%, partially offset by unfavorable investment returns relative to the expected return assumption.
For the year ended December 31, 2024, the net actuarial gain reflected an annuitization in May 2024, favorable investment returns relative to the expected return assumption and an increase in interest rates from approximately 5.2% to 5.7%, partially offset by unfavorable investment returns relative to the expected return assumption.
On November 14, 2024 the government of the Russian Federation passed the Russian Decree, effective through December 31, 2025, that rescinded TENEX’s general license to export LEU to the United States or to entities registered in the United States.
On November 14, 2024 the government of the Russian Federation passed the Russian Decree, effective through December 31, 2027, that rescinded TENEX’s general license to export LEU to the United States or to entities registered in the United States.
The Qualifying Advanced Energy Project Credit (“§48C”) program aims to strengthen U.S. industrial competitiveness and clean energy supply chains. As the nation builds a net-zero economy, the §48C tax credit program aims to play a critical role to create high-quality jobs, reduce industrial emissions, and increase domestic production of critical clean energy products and materials.
The “§48C” program aims to strengthen U.S. industrial competitiveness and clean energy supply chains. As the nation builds a net-zero economy, the §48C tax credit program aims to play a critical role to create high-quality jobs, reduce industrial emissions, and increase domestic production of critical clean energy products and materials.
Our view of liquidity is dependent on, among other things, conditions affecting our operations, including market, international trade restrictions, sanctions and other conditions, the impact of the May 2024 enactment of the Import Ban Act and our ability to obtain additional waivers thereunder, the impact of the November 2024 Russian Decree and the ability of TENEX to secure export licenses thereunder, the level of expenditures and government funding for our services contracts, and the timing of customer payments.
Our view of liquidity is dependent on, among other things, conditions affecting our operations, including market, international trade restrictions, sanctions and other conditions, the impact of the Import Ban Act and our ability to obtain additional waivers thereunder, the impact of the Russian Decree and the ability of TENEX to secure export licenses thereunder, the level of expenditures and government funding for our services contracts, and the timing of customer payments.
Refer to Note 8, Debt, of the Consolidated Financial Statements in Part IV of this Annual Report regarding the accounting for the 2.25% Convertible Notes.
Refer to Note 8, Debt, of the Consolidated Financial Statements in Part IV of this Annual Report regarding the accounting for the 0% Convertible Notes and 2.25% Convertible Notes.
The majority of our customers are domestic and international utilities that operate nuclear power plants, with international sales constituting approximately 40% of revenue from our LEU segment since 2022. Our agreements with electric utilities are primarily medium and long-term fixed-commitment contracts under which our customers are obligated to purchase a specified quantity of the SWU component of LEU from us.
The majority of our customers are domestic and international utilities that operate nuclear power plants, with international sales constituting approximately 33% of revenue from our LEU segment since 2023. Our agreements with electric utilities are primarily medium and long-term fixed-commitment contracts under which our customers are obligated to purchase a specified quantity of the SWU component of LEU from us.
Nonoperating Components of Net Periodic Benefit Income netted to income of $14.7 million, $23.2 million, and $6.6 million for the year ended December 31, 2024, 2023, and 2022, including a net actuarial gain of $17.9 million for the year ended December 31, 2024, net actuarial gain of $24.6 million for the year ended December 31, 2023, and net actuarial loss of $7.8 million for the year ended December 31, 2022.
Nonoperating Components of Net Periodic Benefit Loss (Income) netted to loss of $6.8 million, income of $14.7 million, and income of $23.2 million for the year ended December 31, 2025, 2024, and 2023, including a net actuarial loss of $2.9 million, gain of $17.9 million, and gain of $24.6 million for the year ended December 31, 2025, 2024, and 2023, respectively.
Published spot price indicators for SWU reached historic highs in April 2009 at $163 per SWU. In the years following the 2011 Fukushima accident in Japan, spot prices declined more than 75%, bottoming out in August 2018 at $34 per SWU. This was followed by a period of price increases, which reached $155 per SWU by December 31, 2023.
Published spot price indicators for SWU reached historic highs in April 2009 at $163 per SWU. In the years following the 2011 Fukushima accident in Japan, spot prices declined more than 75%, bottoming out in August 2018 at $34 per SWU. This was followed by a period of price increases, which reached $195 per SWU by December 31, 2024.
This discount rate is the estimated rate at which the benefit obligations could be effectively settled on the measurement date and is based on yields of high quality fixed income investments whose cash flows match the timing and amount of expected benefit payments of the plan. Discount rates of approximately 5.65% were used as of December 31, 2024.
This discount rate is the estimated rate at which the benefit obligations could be effectively settled on the measurement date and is based on yields of high quality fixed income investments whose cash flows match the timing and amount of expected benefit payments of the plan. Discount rates of approximately 5.6% were used as of December 31, 2025.
We have omitted discussion of 2022 results where it would be redundant to the discussion previously included in Item 7 of our 2023 Annual Report on Form 10-K, filed with the SEC on February 9, 2024.
We have omitted discussion of 2023 results where it would be redundant to the discussion previously included in Item 7 of our 2024 Annual Report on Form 10-K, filed with the SEC on February 7, 2025.
Among the factors that could affect our results are the following: • Our ability to obtain additional waivers to allow us to import LEU from Russia so that we may continue supplying LEU to our customers, given the enactment of the Import Ban Act in May 2024; • The ability of TENEX to obtain, or timely obtain, and the willingness of TENEX to continue to request, additional licenses to export LEU from Russia so that we may continue supplying LEU to our customers, given the enactment of the Russian Decree in November 2024; • Conditions in the LEU and energy markets, including pricing, demand, operations, government restrictions on imports, exports or investments, and regulations of our business and activities and those of our customers, suppliers, contractors, and subcontractors; • Recently enacted sanctions and the potential for additional sanctions and other measures that restrict with whom we may transact or affect the importation, sales or purchases of SWU or uranium or goods or services required for the sale, purchase, transportation or delivery of such SWU or uranium; • Our ability to be awarded any task orders under any of the HALEU Production Contract, LEU Production Contract or HALEU Deconversion Contract; • Insufficient or untimely U.S. government funding and government appropriations to support our IDIQ contracts with the U.S. federal government; • Regulatory uncertainty from new or rescinded executive order or new or changes interpretations of federal regulations; • Armed conflicts, including the war in Ukraine, government actions and other events or third-party actions that disrupt supply chains, production, transportation, payments, and importation of nuclear materials or other critical supplies or services; • The availability and terms of additional purchases or sales of SWU and uranium; • Timing of customer orders, related deliveries, and purchases of LEU or LEU components; • Costs of and future funding and demand for HALEU; • Financial market conditions and other factors that may affect pension and benefit liabilities and the value of related assets; • The outcome of legal proceedings and other contingencies; • Potential use of cash for strategic or financial initiatives; • Actions taken by customers and suppliers, including actions that might affect existing contracts; • The government’s inability to satisfy its obligations, including supplying government furnished equipment under its agreements with the Company or processing security clearances resulting from a shutdown or other reasons; and • Market, international trade, and other conditions impacting Centrus’ customers and the industry. 64 For further discussion of these risks and uncertainties, refer to Part I, Item 1A, Risk Factors .
Among the factors that could affect our results are the following: • Our ability to obtain additional waivers to allow us to import LEU from Russia for future sales to our U.S. customers, given the enactment of the Import Ban Act; 63 • The ability of TENEX to obtain, or timely obtain, and the willingness of TENEX to continue to request, additional licenses to export LEU from Russia so that we may continue supplying LEU to our customers, given the enactment and extension of the Russian Decree; • Conditions in the LEU and energy markets, including pricing, demand, operations, government restrictions on imports, exports or investments, and regulations of our business and activities and those of our customers, suppliers, contractors, and subcontractors; • Recently enacted tariffs and sanctions and the potential for additional tariffs, sanctions and other measures that restrict with whom we may transact or affect the importation, sales or purchases of SWU or uranium or goods or services required for the sale, purchase, transportation or delivery of such SWU or uranium; • Our ability to be awarded any additional task orders under the HALEU Deconversion Contract or HALEU Production Contract; • Insufficient or untimely U.S. government funding and government appropriations to support our IDIQ contracts with the U.S. federal government, including the HALEU Operation Contract and HALEU Production Contract; • Regulatory uncertainty from new or rescinded executive order or new or changes interpretations of federal regulations; • Armed conflicts, including the war in Ukraine, government actions and other events or third-party actions that disrupt supply chains, production, transportation, payments, and importation of nuclear materials or other critical supplies or services; • The availability and terms of additional purchases or sales of SWU and uranium; • Timing of customer orders, related deliveries, and purchases of LEU or LEU components; • Costs of and future funding and demand for HALEU; • Financial market conditions and other factors that may affect pension and benefit liabilities and the value of related assets; • The outcome of legal proceedings and other contingencies; • Potential use of cash for strategic or financial initiatives; • Actions taken by customers and suppliers, including actions that might affect existing contracts; • The government’s inability to satisfy its obligations, including supplying government furnished equipment under its agreements with the Company or processing security clearances resulting from a shutdown or other reasons; and • Market, international trade, and other conditions impacting Centrus’ customers and the industry.
As a consequence of the March 2011 earthquake and tsunami in Japan, over 60 reactors in Japan and Germany were taken offline, and other countries curtailed or slowed their construction of new reactors or accelerated the retirement of existing plants. In Japan, 14 reactors have restarted and an additional 11 reactors are in the process of restart approval.
As a consequence of the March 2011 earthquake and tsunami in Japan, over 60 reactors in Japan and Germany were taken offline, and other countries curtailed or slowed their construction of new reactors or accelerated the retirement of existing plants. In Japan, 15 reactors have restarted and an additional 10 reactors are in the process of restart approval.
Our LEU segment backlog consists primarily of long-term, fixed commitment contracts and contingent sales commitments, and we have visibility on a significant portion of our revenue for 2025-2027, although our revenue is subject to material adverse impacts from the Import Ban Act and the Russian Decree.
Our LEU segment backlog consists primarily of long-term, fixed commitment contracts and contingent sales commitments, and we have visibility on a significant portion of our revenue for 2026 - 2030, although our revenue is subject to material adverse impacts from the Import Ban Act and the Russian Decree.
Part of the momentum has resulted from efforts to lower greenhouse gas emissions to combat climate change and improve health and safety. According to the WNA, as of January 2025, there were approximately 65 reactors under construction worldwide, approximately one-half of which are in China.
Part of the momentum has resulted from efforts to lower greenhouse gas emissions to combat climate change and improve health and safety. According to the WNA, as of January 2026, there were approximately 70 reactors under construction worldwide, approximately one-half of which are in China.
Such additional restrictions could affect our ability to purchase, take delivery of, transport, or re-sell Russian uranium enrichment, engage in transactions with TENEX, or implement the TENEX Supply Contract, which would have a negative material impact on our business.
Such additional restrictions, and any Russian response thereto, could affect our ability to purchase, take delivery of, transport, or re-sell Russian uranium enrichment, engage in transactions with TENEX, or implement the TENEX Supply Contract, which would have a negative material impact on our business.
On June 7, 2024, the Company filed a second waiver request application to allow for importation of LEU from Russia for processing and reexport to the Company's foreign customers. On October 31, 2024, the DOE issued its determination waiving the prohibition of the importation of such material to our foreign customers scheduled in 2025.
On June 7, 2024, the Company filed a second waiver request application to allow for importation of LEU from Russia committed to the Company's foreign customers for processing and reexport. On October 31, 2024, the DOE issued its determination waiving the prohibition of the importation of such material committed to our foreign customers.
These cash inflows were partially offset by approximately $309.0 million of disbursements for operations, of which approximately $245.0 million relates to payments for LEU inventory deliveries and cash outflows for the Technical Solutions segment, with the remaining disbursements including corporate administration, benefit claims, and advance technology costs.
These cash inflows were partially offset by approximately $310.0 million of disbursements for operations, of which approximately $239.0 million relates to payments for LEU inventory deliveries and cash outflows for the Technical Solutions segment, with the remaining disbursements including corporate administration, benefit claims, and advance technology costs.
Under the HALEU Operation Contract, DOE is contractually required to provide the 5B Cylinders necessary to collect the output of the cascade, but ongoing supply chain challenges had created difficulties for DOE in securing enough 5B Cylinders for the entire production year under Phase 2.
Under the HALEU Operation Contract, DOE is contractually obligated to provide the 5B Cylinders necessary to collect the output of the cascade, but supply chain challenges created difficulties for DOE in securing enough 5B Cylinders for the entire Phase 2 production year.
Of the $2.8 billion, approximately $2.0 billion represents contingent LEU sales commitments, with $0.8 billion of the total under definitive agreements and $1.2 billion of the total subject to entering into definitive agreements, in support of potential construction of LEU production capacity at the Piketon, Ohio facility.
Of the $2.9 billion, approximately $2.3 billion represents contingent LEU sales contracts and commitments, with $2.1 billion of the total under definitive agreements and $0.2 billion of the total subject to entering into definitive agreements, in support of potential construction of LEU production capacity at the Piketon, Ohio facility.
Our Technical Solutions segment revenue is derived from the production of HALEU under the HALEU Operation Contract with DOE and technical, manufacturing, engineering, and operations services offered to public and private sector customers, 65 SWU and Uranium Sales Revenue from our LEU segment accounted for approximately 79% of our total revenue for the year ended December 31, 2024.
Our Technical Solutions segment revenue is derived from the production of HALEU under the HALEU Operation Contract with DOE and technical, manufacturing, engineering, and operations services offered to public and private sector customers. SWU and Uranium Sales Revenue from our LEU segment accounted for approximately 77% of our total revenue for the year ended December 31, 2025.
A one-half percentage point reduction in the discount rate would increase the valuation of pension benefit obligations by $1.7 million and postretirement health and life benefit obligations by $3.3 million, and the resulting changes in the valuations would decrease the aggregate service cost and interest cost components of annual pension costs and postretirement health and life benefit costs by $0 and $0.2 million, respectively. • The healthcare costs trend rates are 7% projected in 2025 reducing to a final trend rate of 5% by 2033.
A one-half percentage point reduction in the discount rate would increase the valuation of pension benefit obligations by $1.9 million and postretirement health and life benefit obligations by $3.2 million, and the resulting changes in the valuations would decrease the aggregate service cost and interest cost components of annual pension costs and postretirement health and life benefit costs by $0 and $0.2 million, respectively. • The healthcare costs trend rates are 9% projected in 2026 reducing to a final trend rate of 5% by 2034.
On June 20, 2023, the Company entered into a Fifth Amendment to the Rights Agreement which (i) increased the purchase price for each one one-thousandth (1/1000th) of a share of the Company’s Series A Participating Cumulative Preferred Stock, par value $1.00 per share, from $18.00 to $160.38, and (ii) extended the Final Expiration Date (as defined in the Rights Agreement) from June 30, 2023 to June 30, 2026.
The Fifth Amendment to the Rights Agreement (i) increased the purchase price for each one one-thousandth (1/1000th) of a share of the Company’s Series A Participating Cumulative Preferred Stock, par value $1.00 per share, from $18.00 to $160.38, and (ii) extended the Final Expiration Date (as defined in the Rights Agreement) from June 30, 2023 to June 30, 2026.
Centrus has obligations related to our 8.25% Notes that mature in February 2027 and our 2.25% Convertible Notes that mature in November 2030, as discussed above. We are also obligated to make payments under operating leases that expire at various dates through 2027.
Centrus has obligations related to our 0% Convertible Notes that mature in August 2032 and our 2.25% Convertible Notes that mature in November 2030, as discussed above. We are also obligated to make payments under operating leases that expire at various dates through 2027.
Concurrently, pursuant to an amendment to our lease for the Piketon facility, the DOE assumed all D&D liabilities arising out of the HALEU Operation Contract.
Pursuant to an amendment to the Company’s lease for the Piketon facility, the DOE assumed all D&D liabilities arising out of the HALEU Operation Contract.
Contracts where we sell both the SWU and natural uranium hexafluoride components of LEU to utilities or where we sell natural uranium hexafluoride to utilities and other nuclear fuel related companies are generally shorter-term, fixed-commitment contracts. Individual customer orders for the SWU component of LEU fulfilled in 2024 averaged approximately $9.4 million per order.
Contracts where we sell both the SWU and natural uranium hexafluoride components of LEU to utilities or where we sell natural uranium hexafluoride to utilities and other nuclear fuel related companies are generally shorter-term, fixed-commitment contracts. Individual customer orders for the SWU component of LEU fulfilled in 2025 averaged approximately $10.2 million per order.
Rights Agreement On May 28, 2024, the Company entered into a Sixth Amendment to the Section 382 Rights Agreement, which amends the Rights Agreement, dated as of April 6, 2016, by and among the Company, and Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as amended by (i) the First Amendment to the Rights Agreement dated as of February 14, 2017; (ii) the Second Amendment to the Rights Agreement dated as of April 3, 2019; (iii) the Third Amendment to the Rights Agreement dated as of April 13, 2020; (iv) the Fourth Amendment to the Rights Agreement dated as of June 16, 2021; and (v) the Fifth Amendment to the Rights Agreement dated as of June 20, 2023.
Rights Agreement The Company is party to a Section 382 Rights Agreement, dated as of April 6, 2016, by and among the Company, and Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as amended by (i) the First Amendment to the Rights Agreement dated as of February 14, 2017; (ii) the Second Amendment to the Rights Agreement dated as of April 3, 2019; (iii) the Third Amendment to the Rights Agreement dated as of April 13, 2020; (iv) the Fourth Amendment to the Rights Agreement dated as of June 16, 2021; (v) the Fifth Amendment to the Rights Agreement dated as of June 20, 2023, and (vi) the Sixth Amendment to the Rights Agreement dated as of May 28, 2024.
We have a SWU supply agreement, that commenced in 2023, with prices payable in a combination of U.S. dollars and euros. On occasion, we will accept payment for SWU in the form of natural uranium hexafluoride.
We have a SWU supply agreement, that commenced in 2023, with prices payable in a combination of U.S. dollars and euros but with a contract-defined exchange rate. On occasion, we will accept payment for SWU in the form of natural uranium hexafluoride.
After expenses and commissions paid to the agents, the Company’s 2024, 2023, and 2022, proceeds totaled $55.1 million, $23.4 million, and $3.6 million, respectively. Additionally, the Company recorded direct costs of $0.3 million, $0.2 million, and $0 related to the issuance in 2024, 2023, and 2022, respectively.
After expenses and commissions paid to the agents, the Company’s 2025, 2024, and 2023, proceeds totaled $524.7 million, $55.1 million, and $23.4 million, respectively. Additionally, the Company recorded direct costs of $1.0 million, $0.3 million, and $0.2 million related to the issuance in 2025, 2024, and 2023, respectively.
The net increase was primarily attributable to approximately $348.0 million in cash collections, the majority of which is from customers.
The net increase was primarily attributable to approximately $450.0 million in cash collections, the majority of which was from customers.
As of December 31, 2024, the liability for unrecognized tax benefits, included in Other Long-Term Liabilities on the Consolidated Balance Sheet in Part IV of this Annual Report, was $3.4 million and accrued interest and penalties totaled $0.5 million.
As of December 31, 2025, the liability for unrecognized tax benefits, included in Other Long-Term Liabilities on the Consolidated Balance Sheet in Part IV of this Annual Report, was $3.6 million and accrued interest and penalties totaled $0.8 million.
The shares of Class A Common Stock were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-272984), which became effective on July 10, 2023, and a prospectus supplement dated February 9, 2024 and the Company’s shelf registration statement on Form S-3 (File No. 333-239242), which became effective on August 5, 2020, and two prospectus supplements dated December 31, 2020 and December 5, 2022, respectively.
The shares of Class A Common Stock were issued pursuant to (a) the Company’s automatic shelf registration on Form S-3 (File No. 333-291305) and a prospectus supplement dated November 6, 2025, (b) the Company’s shelf registration statement on Form S-3 (File No. 333-272984), which became effective on July 10, 2023, and a prospectus supplement dated February 9, 2024 and (c ) the Company’s shelf registration statement on Form S-3 (File No. 333-239242), which became effective on August 5, 2020, and two prospectus supplements dated December 31, 2020 and December 5, 2022.
Under a customer contract that commenced deliveries in 2023, prices are payable in a combination of U.S. dollars and euros. Costs of our primary competitors are denominated in other currencies. Our contracts with suppliers are primarily denominated in U.S. dollars.
Under a customer contract with deliveries from 2023 to 2025, prices are payable in a combination of U.S. dollars and euros. Costs of our primary competitors are denominated in other currencies. Our contracts with suppliers are primarily denominated in U.S. dollars.
The Company continues to maintain a partial valuation allowance against its remaining federal and state net deferred tax assets as a result of significant federal and state net operating losses and insufficient future taxable income. As of December 31, 2024, the valuation allowance against the remaining federal and state net deferred tax assets was $365.7 million.
The Company continues to maintain a partial valuation allowance against its remaining federal and state net deferred tax assets as a result of significant federal and state net operating losses and insufficient future taxable income. As of December 31, 2025, the valuation allowance against the remaining federal and state net deferred tax assets was $355.4 million.
The Sixth Amendment was not adopted as a result of or in response to, any effort to acquire control of the Company. 83 Contractual Commitments As of December 31, 2024, Centrus had contractual commitments to repay debt, make interest payments under its debt, make payments under operating leases, settle obligations related to agreements to purchase goods and services and settle tax and other liabilities.
The Section 382 Rights Agreement was not adopted as a result of or in response to, any effort to acquire control of the Company. 83 Contractual Commitments As of December 31, 2025, Centrus had contractual commitments to repay debt, make interest payments under its debt, make payments under operating leases, settle obligations related to agreements to purchase goods and services and settle tax and other liabilities.
For the year ended December 31, 2024 and 2023, cash of $54.7 million and $23.2 million, respectively, was provided from the net proceeds related to the issuance of 933,987 and 722,568 shares, respectively, of Class A Common Stock under ATM offerings. For additional information on the ATM offerings, see Note 16. Stockholders’ Equity.
For the year ended December 31, 2025 and 2024, cash of $523.7 million and $54.7 million, respectively, was provided from the net proceeds related to the issuance of 2,866,261 and 933,987 shares, respectively, of Class A Common Stock under ATM offerings. For additional information on the ATM offerings, see Note 16., Stockholders’ Equity.
Working Capital The following table summarizes the Company’s working capital (in millions): December 31, 2024 2023 Cash and cash equivalents $ 671.4 $ 201.2 Accounts receivable 80.0 49.4 Inventories, net 145.4 222.1 Current debt (6.1) (6.1) Deferred revenue and advances from customers, net of deferred costs (152.5) (165.0) Other current assets and liabilities, net (69.8) (87.3) Working capital $ 668.4 $ 214.3 81 We are managing our working capital to seek to improve the long-term value of our LEU and Technical Solutions segments and are planning to continue funding the Company’s qualified pension plans because we believe these uses of working capital are in the best interest of all stakeholders.
Working Capital The following table summarizes the Company’s working capital (in millions): December 31, 2025 2024 Cash and cash equivalents $ 1,957.2 $ 671.4 Accounts receivable 30.7 80.0 Inventories, net 130.2 145.4 Current debt — (6.1) Deferred revenue and advances from customers, net of deferred costs (90.2) (152.5) Other current assets and liabilities, net (87.1) (69.8) Working capital $ 1,940.8 $ 668.4 We are managing our working capital to seek to improve the long-term value of our LEU and Technical Solutions segments and are planning to continue funding the Company’s qualified pension plans because we believe these uses of working capital are in the best interest of all stakeholders.
Investing Activities For the year ended December 31, 2024 and 2023, investing activities consisted of capital expenditures of $4.1 million and $1.6 million, respectively. Financing Activities For the year ended December 31, 2024, cash of $388.7 million was provided from net proceeds related to the issuance of the 2.25% Convertible Notes.
Investing Activities For the year ended December 31, 2025 and 2024, investing activities consisted of capital expenditures of $19.7 million and $4.1 million, respectively. 80 Financing Activities For the year ended December 31, 2025 and 2024, cash of $782.4 million and $388.7 million was provided from net proceeds related to the issuance of the 0% Convertible Notes and 2.25% Convertible Notes, respectively.
These cash inflows were partially offset by approximately $310.0 million of disbursements for operations, of which approximately $239.0 million relates to payments for LEU inventory deliveries and cash outflows for the Technical Solutions segment, with the remaining disbursements including corporate administration, benefits claims, and advanced technology costs. During 2023, net cash provided by operating activities was $9.1 million.
These cash inflows were partially offset by approximately $401.0 million of disbursements for operations, of which approximately $338.0 million relates to payments for LEU inventory deliveries and cash outflows for the Technical Solutions segment, with the remaining disbursements including corporate administration, benefits claims, and advanced technology costs. During 2024, net cash provided by operating activities was $37.0 million.
Cash Flow The change in cash, cash equivalents and restricted cash from our Consolidated Statements of Cash Flows are as follows on a summarized basis (in millions): Year Ended December 31, 2024 2023 Cash provided by operating activities $ 37.0 $ 9.1 Cash used in investing activities (4.1) (1.6) Cash provided by financing activities 437.1 13.9 Effect of exchange rate changes on cash, cash equivalents and restricted cash 0.2 — Increase in cash, cash equivalents and restricted cash $ 470.2 $ 21.4 80 Operating Activities During 2024, net cash provided by operating activities was $37.0 million.
Cash Flow The change in cash, cash equivalents and restricted cash from our Consolidated Statements of Cash Flows are as follows on a summarized basis (in millions): Year Ended December 31, 2025 2024 Cash provided by operating activities $ 51.0 $ 37.0 Cash used in investing activities (19.7) (4.1) Cash provided by financing activities 1,224.9 437.1 Effect of exchange rate changes on cash, cash equivalents and restricted cash (0.1) 0.2 Increase in cash, cash equivalents and restricted cash $ 1,256.1 $ 470.2 Operating Activities During 2025, net cash provided by operating activities was $51.0 million.
For both the years ended December 31, 2024 and 2023, annual payments of $6.1 million of interest classified as debt are classified as a financing activity. Refer to Note 8, Debt, of the Consolidated Financial Statements in Part IV of this Annual Report regarding the accounting for the 8.25% Notes.
For the year ended December 31, 2025 and 2024, annual payments of $3.5 million and $6.1 million, respectively of interest classified as debt are classified as a financing activity. Refer to Note 8, Debt, of the Consolidated Financial Statements in Part IV of this Annual Report regarding the accounting for the 8.25% Notes.
For details on HALEU Operation Contract accounting, refer to Technical Solutions - Government Contracting above. Gross Profit The Company recognized a gross profit of $111.5 million and $112.1 million for the year ended December 31, 2024 and 2023, respectively, a decrease of $0.6 million (or 1%).
For details on HALEU Operation Contract accounting, refer to Technical Solutions - Government Contracting above. Gross Profit The Company recognized a gross profit of $117.5 million and $111.5 million for the year ended December 31, 2025 and 2024, respectively, an increase of $6.0 million (or 5%).
The customer relationships intangible asset is amortized using the straight-line method over the estimated average useful life of 15 years, with 4 ¾ years of scheduled amortization remaining. The aggregate net balance of identifiable intangible assets was $29.6 million as of December 31, 2024.
The customer relationships intangible asset is amortized using the straight-line method over the estimated average useful life of 15 years, with 3 ¾ years of scheduled amortization remaining. The aggregate net balance of identifiable intangible assets was $21.2 million as of December 31, 2025.
In addition, we expect that any such other uses of working capital will be subject to compliance with contractual restrictions to which the Company and its subsidiaries are subject, including the terms and conditions of our 8.25% Notes.
In addition, we expect that any such other uses of working capital will be subject to compliance with contractual restrictions to which the Company and its subsidiaries are subject.
Through 2027, well over one-half of the LEU that we expect to deliver to customers was sourced under the TENEX Supply Contract. While we have other sources of supply that may be available, they are not sufficient to replace the TENEX supply or may not be available in 2025.
Through 2027, well over one-half of the LEU that we expect to deliver to customers is expected to be sourced under the TENEX Supply Contract. While we have other sources of supply, they are not sufficient to replace the TENEX supply.
In 2024, spot prices continued to increase, reaching $195 per SWU by December 31, 2024, which surpasses the previous historic high. This represents an increase of 26% since the beginning of the year and 474% over the 2018 historic low.
In 2025, spot prices continued to increase, reaching $200 per SWU by December 31, 2025, which surpasses the previous historic high. This represents an increase of 3% since the beginning of the year and 488% over the 2018 historic low.
The proceeds from the 2.25% Convertible Notes will be used for general working capital and corporate purposes, which may include investment in technology development or deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities and purposes. There are no required principal payments prior to the maturity of the 2.25% Convertible Notes.
The proceeds from both the 2.25% Convertible Notes and the 0% Convertible Notes will be used for general working capital and corporate purposes, which may include investment in technology development or deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities and purposes.
The proceeds from the 2.25% Convertible Notes will be used for general working capital and corporate purposes, which may include investment in technology development or deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities and purposes. There are no required principal payments prior to the maturity of the 2.25% Convertible Notes.
The proceeds from both the 2.25% Convertible Notes and the 0.0% Convertible Notes will be used for general working capital and corporate purposes, which may include investment in technology development or deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities and purposes.
DOE Technology License We have a non-exclusive license in DOE inventions that pertain to enriching uranium using gas centrifuge technology. The license agreement with the DOE provides for annual royalty payments based on a varying percentage (1% up to 2%) of our annual revenues from sales of the SWU component of LEU produced by the Company using DOE centrifuge technology.
The license agreement with the DOE provides for annual royalty payments based on a varying percentage (1% up to 2%) of our annual revenues from sales of the SWU component of LEU produced by the Company using DOE centrifuge technology.
While the monthly price indicators have increased for several years, the uranium enrichment segment of the nuclear fuel market remains oversupplied and faces uncertainty about future demand for nuclear power generation. However, without Russian supply, the global market would be undersupplied for uranium enrichment. Changes in the competitive landscape affect pricing trends, change customer spending patterns, and create uncertainty.
While the monthly price indicators have increased for several years, the uranium enrichment segment of the nuclear fuel market remains oversupplied and faces uncertainty about future demand for nuclear power generation. However, without Russian supply, the global market would be undersupplied for uranium enrichment.
The Fifth Amendment had been adopted in order to preserve for the Company’s stockholders the long-term value of the Company’s net operating loss carryforwards for United States federal income tax purposes and other tax benefits.
The Section 382 Rights Agreement was adopted in order to preserve for the Company’s stockholders the long-term value of the Company’s net operating loss carryforwards for United States federal income tax purposes and other tax benefits.
For the year ended December 31, 2022, the net actuarial loss reflected unfavorable investment returns relative to the expected return assumption, partially offset by an increase in interest rates from approximately 2.8% to 5.5%, favorable investment returns relative to the expected return assumption, and healthcare claims assumption, partially offset by changes in mortality, healthcare costs trend assumptions, and claims experience. 70 Changes in actuarial assumptions could impact the measurement of benefit obligations and benefit costs, as follows: • The expected return on benefit plan assets is approximately 6.8% for 2025.
For the year ended December 31, 2023, the net actuarial loss reflected favorable investment returns relative to the expected return assumption, partially offset by a decrease in interest rates from approximately 5.5% to 5.2%. 70 Changes in actuarial assumptions could impact the measurement of benefit obligations and benefit costs, as follows: • The expected return on benefit plan assets is approximately 6.3% for 2026.
The war in Ukraine has escalated tensions between Russia and the international community, and particularly the United States. As a result, the United States and other countries have imposed, including through the U.S.’s enactment of the Import Ban Act discussed below, and may continue imposing, additional sanctions and export controls against certain Russian products, services, organizations and/or individuals.
As a result, the United States and other countries imposed, including through the U.S.’s enactment of the Import Ban Act discussed below, and may continue imposing, additional sanctions, tariffs, and export controls against certain Russian products, services, organizations and/or individuals, and Russia passed the Russian Decree as discussed below.
In the IEA’s 2024 World Energy Outlook , nuclear generation is forecasted to grow by 18% by 2030 and 47% by 2040 under the “Stated Policies” scenario. In the “Net Zero Emissions by 2050” scenario, nuclear generation would grow by 41% by 2030 and more than double by 2040.
In the IEA’s 2025 World Energy Outlook , nuclear generation is forecasted to grow 38% by 2035 and 62% by 2040 under the “Stated Policies” scenario. In the “Net Zero Emissions by 2050” scenario, nuclear generation would grow 70% by 2035 and more than double by 2040.
We continually evaluate alternatives to manage our capital structure, and may opportunistically repurchase, exchange, or redeem Company securities from time to time. 2.25% Convertible Notes On November 7, 2024, the Company issued, in a Rule 144A offering, 2.25% Convertible Notes with an aggregate principal amount of $402.5 million, due November 1, 2030, unless earlier repurchased, redeemed or converted.
We continually evaluate alternatives to manage our capital structure, and may opportunistically repurchase, exchange, or redeem Company securities from time to time. 0% Convertible Notes On August 18, 2025, the Company issued, in a Rule 144A offering, the 0% Convertible Notes with an aggregate principal amount of $805.0 million, due August 15, 2032, unless earlier repurchased, redeemed or converted.
Cash resources and net sales proceeds from our LEU segment fund technology costs that are outside of our customer contracts in the Technical Solutions segment and general corporate expenses, including cash interest payments on our debt.
Liquidity requirements for our existing operations are affected primarily by the timing and amount of customer sales and our inventory purchases. Cash resources and net sales proceeds from our LEU segment fund technology costs that are outside of our customer contracts in the Technical Solutions segment and general corporate expenses, including cash interest payments on our debt.
The development of advanced small and large-scale reactors, the innovation of advanced fuel types, and the commitment of nations to begin deploying nuclear power or to increase the share of nuclear power in their nations has created optimism in the market.
Market Conditions and Outlook The global nuclear industry outlook began to improve after many years of decline and stagnation. The development of advanced small and large-scale reactors, the innovation of advanced fuel types, and the commitment of nations to begin deploying nuclear power or to increase the share of nuclear power in their nations has created optimism in the market.
For the year ended December 31, 2024, income tax expense consists of federal income tax benefit of ($0.6) million, permanent differences of $3.3 million, and state income tax expense of $0.4 million.
For the year ended December 31, 2025, income tax expense consists of federal income tax expense of $8.1 million, permanent differences of $2.6 million, and state income tax expense of ($0.1) million.
Our financial performance over time can be affected significantly by changes in prices for SWU and natural uranium hexafluoride. Market prices for SWU and uranium hexafluoride significantly declined from 2011 until mid-2018, when they began to trend upward. More recently, market uncertainty in the wake of the Russian invasion of Ukraine has driven SWU and uranium hexafluoride prices sharply higher.
Market prices for SWU and uranium hexafluoride significantly declined from 2011 until mid-2018, when they began to trend upward. More recently, market uncertainty in the wake of the war in Ukraine has driven SWU and uranium hexafluoride prices sharply higher.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIn our LEU segment, bids for longer-term contracts typically include assumptions for shipping and handling cost escalations in amounts that historically have been sufficient to cover cost increases over the delivery periods. Foreign Currency Exchange Rate Risk Our contracts with customers and suppliers are denominated primarily in U.S. dollars.
Biggest changeIn our Technical Solutions segment, contracts typically include assumptions for labor, material, and overhead cost escalations and are typically executed on a cost-plus basis. In our LEU segment, bids for longer-term contracts typically include assumptions for shipping and handling cost escalations in amounts that historically have been sufficient to cover cost increases over the delivery periods.
As such, the Company believes any changes in the prices of SWU and uranium do not create material market risk as the Company has a natural hedge in its purchase arrangements. 85
As such, the Company believes any changes in the prices of SWU and uranium do not create material market risk as the Company has a natural hedge in its purchase arrangements. 86
On occasion, we will accept payments in euros for spot sales that may be subject to short-term exchange risk. Half of our Orano Supply Agreement is denominated in euros, exchanged at a fixed rate.
Foreign Currency Exchange Rate Risk Our contracts with customers and suppliers are denominated primarily in U.S. dollars. On occasion, we will accept payments in euros for spot sales that may be subject to short-term exchange risk. Half of our Orano Supply Agreement is denominated in euros, exchanged at a fixed rate.
We have one customer contract that commenced deliveries in 2023 and extends to 2026 where payments are denominated in euros that may be subject to exchange rate risk.
We have one customer contract that commenced deliveries in 2023 and finished deliveries in 2025 where payments were denominated in euros that were subject to exchange rate risk.
These macroeconomic factors have contributed, and we expect will continue to contribute, to increased costs, among other concerns. We cannot predict how long these inflationary pressures will continue, or how they may change over time, but we expect to see continued impacts on the global economy, our customers, our industry and our company.
We cannot predict how long these inflationary pressures will continue, or how they may change over time, but we expect to see continued impacts on the global economy, our customers, our industry and our company. We have generally been able to anticipate increases in costs when pricing our contracts.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We do not use derivative financial instruments for speculative trading purposes, nor do we currently hedge our exposure to any market risk.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We do not use derivative financial instruments for speculative trading purposes, nor do we currently hedge our exposure to any market risk. Interest Rate Risk As of December 31, 2025, we have $391.2 million of debt related to our 2.25% Convertible Notes, with a fair value of approximately $1.1 billion.
The interest rates on our existing long-term debt borrowings are fixed and as a result, interest due on borrowings are not impacted by changes in market-based interest rates. Inflation Risk The global macroeconomic environment has experienced, and continues to experience, extraordinary challenges, including the highest rates of inflation in recent years.
We do not pay interest on our 0% Convertible Notes. The interest rates on our existing long-term debt borrowings are fixed and as a result, interest due on borrowings are not impacted by changes in market-based interest rates.
Removed
Interest Rate Risk As of December 31, 2024, we have $389.0 million and $89.6 million of debt related to our 2.25% Convertible Notes and 8.25% Notes, respectively, with a fair value of approximately $403.8 million and $73.6 million, respectively.
Added
Inflation Risk The global macroeconomic environment has experienced, and continues to experience, extraordinary challenges, including the highest rates of inflation in recent years. These macroeconomic factors have contributed, and we expect will continue to contribute, to increased costs, among other concerns.
Removed
We have generally been able to anticipate increases in costs when pricing our contracts. In our Technical Solutions segment, contracts typically include assumptions for labor, material, and overhead cost escalations and are typically executed on a cost-plus basis.

Other LEU 10-K year-over-year comparisons