CENTRUS ENERGY CORP

Centrus Energy Corp. operates in the nuclear fuel industry, supplying nuclear fuel components for the nuclear power industry and providing enrichment and technical services for public and private customers. The company operates two business segments: the Low-Enriched Uranium (LEU) segment, which supplies various components of nuclear fuel to commercial customers from a global network of suppliers, and the Technical Solutions segment, 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. The enrichment industry market for commercial nuclear reactors powered by LEU is currently about 50 million SWU per year ¹. The four largest LEU suppliers comprising over 95% of market share combined are Rosatom/TENEX, Urenco, CNEIC, and Orano ². According to the WNA, as of 2025, the production capacity for Rosatom/TENEX was approximately 27 million SWU per year ³, Urenco has reported installed capacity of approximately 17 million SWU per year ⁴, CNEIC's commercial SWU production capacity was approximately 11 million SWU per year ⁵, and Orano's plant has SWU production capacity of approximately 8 million SWU per year ⁶.

Centrus's global market share of enrichment for the LEU market is less than 5% ⁷. The company's primary competitors named in the filing are Rosatom/TENEX, Urenco, CNEIC, and Orano, all of which are owned or controlled, in whole or in part, by foreign governments ⁸. Centrus's competitive advantages include being the only company with a license from the NRC actively enriching up to 20% U-235 assay HALEU and operating a small scaled HALEU production facility, uniquely positioning it to fill a critical gap in the supply chain ⁹. The company's AC100M centrifuge currently is the only deployment-ready U.S. uranium enrichment technology that can meet national security requirements ¹⁰. Centrus also has a diverse base of firm and prospective supply including existing inventory, long-term contracts with enrichment producers, purchases and loans from secondary sources, and spot purchases ¹¹.

Centrus generates revenue through two business segments. The LEU segment provides most of the company's revenue and involves the sale of LEU, the fissile component of nuclear fuel, primarily to utilities that operate commercial nuclear power plants ¹². The majority of these sales are for the enrichment component of LEU, which is measured in SWU ¹³. Centrus also sells natural uranium hexafluoride, uranium concentrates, uranium conversion, or LEU with the natural uranium hexafluoride and SWU components combined into one sale ¹⁴. The Technical Solutions segment is focused on uranium enrichment for the nuclear industry and the U.S. government and advanced manufacturing, engineering and other technical services to government and private sector customers ¹⁵. Revenue from the LEU segment accounted for approximately 77% of total revenue for the year ended December 31, 2025 ¹⁶.

The LEU segment supplies various components of nuclear fuel to commercial customers from a global network of suppliers ¹⁷. Revenue from this 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 ¹⁸. The majority of customers are domestic and international utilities that operate nuclear power plants, with international sales constituting approximately 33% of revenue from the LEU segment since 2023 ¹⁹. Agreements with electric utilities are primarily medium and long-term, fixed-commitment contracts under which customers are obligated to purchase a specified quantity of the SWU component of LEU ²⁰. The LEU segment backlog includes medium and long-term sales contracts and contingent sales commitments with major utilities through 2040 ²¹. As of December 31, 2025, the LEU segment backlog was approximately $2.9 billion ²², of which approximately $2.3 billion represents contingent LEU sales contracts and commitments ²³, with $2.1 billion of the total under definitive agreements and $0.2 billion of the total subject to entering into definitive agreements ²⁴. The LEU segment backlog also includes approximately $0.1 billion of deferred revenue and advances from customers as of December 31, 2025 ²⁵.

The Technical Solutions segment is focused on uranium enrichment for the nuclear industry and the U.S. government and advanced manufacturing, engineering and other technical services to government and private sector customers ²⁶. Under a contract with the DOE, this segment is operating uranium enrichment capacity for HALEU production ²⁷. On October 11, 2023, the Company began enrichment operations at its HALEU production facility in Piketon, Ohio under its contract with DOE ²⁸. 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 ²⁹. The HALEU Demonstration Contract executed with the DOE in 2019 was to construct a cascade of 16 AC100M centrifuges in Piketon, Ohio to demonstrate HALEU production ³⁰. The DOE funded the HALEU Demonstration Contract up to $173.0 million ³¹. 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 ³². Phase 1 included an approximately $30.0 million cost-share contribution from Centrus matched by approximately $30.0 million from the DOE ³³. As of December 31, 2025, DOE has increased the Phase 2 contract value and related funding to $170.1 million ³⁴. On June 17, 2025, the DOE amended the HALEU Operation Contract to divide the first three-year option period into a first option period of one year (Option 1a) and a second option period of two years (Option 1b), establishing a target cost and fee for Option 1a of approximately $99.3 million and $8.7 million, respectively, and a target cost and fee for Option 1b of $163.5 million and $15.2 million, respectively ³⁵. The DOE exercised Option 1a and extended the period of performance to June 30, 2026, and as of December 31, 2025, Option 1a is funded for the contract value of $108.2 million ³⁶. The Technical Solutions segment backlog was approximately $0.9 billion as of both December 31, 2025 and 2024 ³⁷.

On September 25, 2025, Centrus announced plans for a major expansion of its uranium enrichment capacity in Piketon, Ohio, including plans for large-scale production of both LEU and HALEU ³⁸. In December 2025, the Company initiated design work on a 150,000 square foot training, operations and maintenance Facility in Piketon, Ohio ³⁹ and began domestic centrifuge manufacturing to support commercial LEU enrichment activities at its Piketon, Ohio, facility ⁴⁰. On November 20, 2024, the Company announced the resumption of centrifuge manufacturing activities and expansion of the manufacturing capacity at its facility in Oak Ridge, Tennessee ⁴¹. On January 23, 2026, the Company announced plans to invest more than $560.0 million over the next several years to transition the facility to a high-rate manufacturing plant and support the production of thousands of advanced centrifuges in Oak Ridge, Tennessee ⁴². The Company is investing an additional $60.0 million over an 18 month period to lay the groundwork to support a potential large-scale expansion of uranium enrichment in Piketon, Ohio ⁴³. On October 18, 2024, the Company submitted an application for a clean energy manufacturing and recycling project requesting an allocation of $62.4 million based on a qualified investment in eligible property of $208.0 million ⁴⁴. On January 10, 2025, the Company was informed that the IRS granted our request for a $62.4 million credit allocation for this facility ⁴⁵. On November 7, 2024, the Company issued 2.25% Convertible Notes with an aggregate principal amount of $402.5 million ⁴⁶. On August 18, 2025, the Company issued 0% Convertible Notes with an aggregate principal amount of $805.0 million ⁴⁷. Pursuant to a notice of redemption issued on February 24, 2025, on March 26, 2025, the Company redeemed all 8.25% Notes at a redemption price equal to 100% of the $74.3 million aggregate principal amount ⁴⁸. The Company recorded a gain of $11.8 million related to the extinguishment of the long-term debt ⁴⁹. The Company sold through ATM offerings an aggregate of 2,866,261 shares of its Class A Common Stock for a total of $533.6 million in 2025 ⁵⁰. On January 5, 2026, the DOE announced that ACO was selected for award a $900.0 million task order to expand its uranium enrichment facility in Piketon, Ohio, to include commercial-scale production of HALEU, with options for up to $170.0 million to produce and deliver HALEU to the DOE ⁵¹. On February 9, 2026, ACO entered into an engineering, procurement and construction contract with Fluor Federal Services, Inc. for the commercial expansion and deployment of LEU and HALEU production capability at the American Centrifuge Plant in Piketon, Ohio ⁵².

Total revenue for the year ended December 31, 2025 was $448.7 million ⁵³, compared to $442.0 million ⁵⁴ in 2024. Net income was $77.8 million ⁵⁵ for 2025, compared to $73.2 million ⁵⁶ in 2024. Diluted EPS was $3.90 ⁵⁷ for 2025 versus $4.47 ⁵⁸ in the prior year. Gross profit was $117.5 million ⁵⁹ for 2025, compared to $111.5 million ⁶⁰ in 2024. Operating income was $50.2 million ⁶¹ for 2025, compared to $48.0 million ⁶² in 2024. Cash provided by operating activities was $51.0 million ⁶³ for 2025, compared to $37.0 million ⁶⁴ in 2024. As of December 31, 2025, the Company had a consolidated cash and cash equivalents balance of $1,957.2 million ⁶⁵.

Management's discussion focuses on strategic initiatives and market conditions rather than providing forward-looking financial targets.

A primary growth vector is the major expansion of uranium enrichment capacity in Piketon, Ohio, including plans for large-scale production of both LEU and HALEU to meet commercial and government requirements ⁶⁶. The Company initiated design work on a 150,000 square foot training, operations and maintenance Facility in Piketon, Ohio in December 2025 ⁶⁷ and began domestic centrifuge manufacturing to support commercial LEU enrichment activities at its Piketon, Ohio, facility ⁶⁸. The Company plans to invest more than $560.0 million over the next several years to transition the Oak Ridge facility to a high-rate manufacturing plant and support the production of thousands of advanced centrifuges ⁶⁹. The first new centrifuges produced in Oak Ridge are expected to come online in Ohio in 2029 ⁷⁰. Centrus plans to leverage its multi-billion-dollar uranium enrichment expansion to meet its growing backlog of $2.3 billion in contingent LEU sales to U.S. and international customer contracts ⁷¹. On January 5, 2026, the DOE announced that ACO was selected for award of a $900.0 million task order to expand its uranium enrichment facility in Piketon, Ohio, to include commercial-scale production of HALEU, with options for up to $170.0 million to produce and deliver HALEU to the DOE ⁷².

Another growth vector is the Technical Solutions segment's focus on HALEU production and government contracting. The DOE exercised Option 1a of the HALEU Operation Contract, extending the period of performance to June 30, 2026, with a contract value and related funding of $108.2 million ⁷³. The Company is also positioned to compete for additional task orders under the HALEU Deconversion Contract, HALEU Production Contract, and LEU Production Contract, each of which carries a $2.0 million contract minimum for each awardee ⁷⁴. On April 11, 2025, the Company was awarded a time and materials task order with a total award ceiling of approximately $0.5 million under the LEU Production Contract ⁷⁵. The Company is also exploring the opportunity to deploy LEU enrichment alongside HALEU enrichment to meet a range of commercial and U.S. government requirements, which would bring cost synergies while increasing revenue opportunities ⁷⁶.Management discusses that the company's purchase prices under the TENEX Supply Contract were adjusted to reflect lower market prices that prevailed in 2018, reducing the cost for purchases from 2019 through 2028 ⁷⁷. Similarly, SWU purchases under the long-term contract with Orano reflect the lower market prices that prevailed in 2018 ⁷⁸. The company expects to increase its capital expenditures by approximately several hundred million, driven by ongoing investments and a strategic shift towards its manufacturing readiness plan and Ohio expansion ⁷⁹.

The Company is pursuing several expansion initiatives, including the expansion of manufacturing capacity at its facility in Oak Ridge, Tennessee and a major expansion of its uranium capacity in Piketon, Ohio ⁸⁰. In December 2025, the Company initiated design work on a 150,000 square foot training, operations and maintenance Facility in Piketon, Ohio ⁸¹ and began domestic centrifuge manufacturing to support commercial LEU enrichment activities at its Piketon, Ohio, facility ⁸². The Company plans to invest more than $560.0 million over the next several years to transition the Oak Ridge facility to a high-rate manufacturing plant ⁸³. The Company is investing an additional $60.0 million over an 18 month period to lay the groundwork to support a potential large-scale expansion of uranium enrichment in Piketon, Ohio ⁸⁴. The Company estimates that its planned expansions in Piketon, Ohio and Oak Ridge, Tennessee will require it to hire at least 150 additional employees in 2026 ⁸⁵.

The Company raised $782.4 million under the issuance of the 0% Convertible Notes in 2025 ⁸⁶ and $388.7 million under the issuance of the 2.25% Convertible Notes in 2024 ⁸⁷. The Company raised $523.7 million and $54.7 million in 2025 and 2024, respectively, under the Company's ATM program ⁸⁸. The Company filed an automatic shelf registration statement on Form S-3 with the SEC on November 6, 2025, pursuant to which the Company may offer and sell up to $1.0 billion in securities, in aggregate ⁸⁹. The Company expects to monetize all credit allocations received from Section 48C by transferring them to unrelated taxpayers for cash ⁹⁰. The Company expects to increase its capital expenditures by approximately several hundred million, driven by ongoing investments and a strategic shift towards its manufacturing readiness plan and Ohio expansion ⁹¹.

A significant headwind is the war in Ukraine and related sanctions and restrictions. 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 ⁹². Through 2027, well over one-half of the LEU that the Company expects to deliver to customers was sourced under the TENEX Supply Contract ⁹³. The Russian Decree, effective through December 31, 2027, rescinded TENEX's general license to export LEU to the United States, requiring TENEX to obtain a specific export license for each shipment ⁹⁴. The Company 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 or rescinded prior to the shipment taking place ⁹⁵. Additionally, a Canadian permit issued to the Company's 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 ⁹⁶.

Another constraint is the uncertainty regarding government funding and contract awards. The Company's ability to deploy LEU and/or HALEU enrichment, and the timing, sequencing, and scale of those capabilities, is subject to the continued ability to obtain public and private funding ⁹⁷. There is no assurance that the Company will be awarded any additional task orders under any of its IDIQ contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain ⁹⁸. Executive Order 14154, issued on January 20, 2025, directed executive agencies of the U.S. federal government to pause the distribution of federal funding, including funding appropriated under the IRA, pending a review of programs ⁹⁹. A reduction or elimination of federal funding supporting such solicitations could significantly limit the scope of the Company's contract or number of task orders available to win ¹⁰⁰.

The most material risk is the company's dependence on the TENEX Supply Contract for well over one-half of the LEU expected to be delivered to customers through 2027 ¹⁰¹, which is subject to disruption from the Import Ban Act banning imports of Russian LEU into the U.S. and the Russian Decree requiring specific export licenses for each shipment from Russia ¹⁰². The company has other sources of supply, but they are not sufficient to replace the TENEX supply ¹⁰³. A second critical risk is the uncertainty of government funding and contract awards; the company's ability to deploy LEU and/or HALEU enrichment is subject to continued ability to obtain public and private funding ¹⁰⁴, and there is no assurance that additional task orders will be awarded under the IDIQ contracts ¹⁰⁵. A third risk is the significant concentration of revenue among a few customers, as the ten largest nuclear fuel customers represented approximately 77% of total revenue in 2025 and the two largest customers represented approximately 31% of total revenue ¹⁰⁶. A fourth risk is the company's significant long-term liabilities, including $805.0 million in 0% Convertible Notes due 2032 and $402.5 million in 2.25% Convertible Notes due 2030 ¹⁰⁷, which could make it more difficult to satisfy obligations and hinder the ability to obtain additional financing ¹⁰⁸.

Management's message emphasizes the company's strategic transformation and expansion plans. The filing states that Centrus is 'pioneering U.S. production of HALEU, enabling the deployment of a new generation of HALEU-fueled reactors' ¹⁰⁹. Management highlights that 'the war in Ukraine, along with the Import Ban Act and the Russian Decree, have contributed to a significant increase in market prices for enrichment and have prompted calls for public and private investment in new, domestic uranium enrichment capacity' ¹¹⁰. The key strategic priorities emphasized are: (1) the major expansion of uranium enrichment capacity in Piketon, Ohio for large-scale production of both LEU and HALEU, (2) the resumption of centrifuge manufacturing activities and expansion of manufacturing capacity at the Oak Ridge facility, and (3) securing government contracts and funding, including the HALEU Operation Contract, HALEU Production Contract, and LEU Production Contract. Management states that 'Centrus plans to leverage its multi-billion-dollar uranium enrichment expansion to meet its growing backlog of $2.3 billion in contingent LEU sales to U.S. and international customer contracts, and targets future commercial-scale production of HALEU, as well' ¹¹¹. The filing also notes that 'on September 25, 2025, we announced plans for a major expansion of our uranium enrichment capacity in Piketon, Ohio, including plans for large-scale production of both LEU and HALEU' ¹¹².