ENERGY FUELS INC

As previously reported in a Current Report on Form 8-K dated June 26, 2026 (the "VAC Announcing 8-K"), Energy Fuels Inc. (the "Company" or "Energy Fuels" or "we" or "us" or "our"), entered into an agreement and plan of merger on June 23, 2026 with the parties named in the VAC Announcing 8-K (the "Merger Agreement") pursuant to which Energy Fuels will acquire 100% of VAC Group B.V., Ara VAC TOPCO US LLC and their respective consolidated subsidiaries (collectively, "VAC") from Ara Partners (the "VAC Acquisition").

Consummation of the VAC Acquisition remains subject to the satisfaction or waiver of certain customary closing conditions specified in the Merger Agreement and as described in the VAC Announcing 8-K. If the VAC Acquisition is consummated, we will be required to disclose information regarding the consummation of the VAC Acquisition in a Current Report on Form 8-K as required by Item 2.01.

As previously reported in a Current Report on Form 8-K dated August 28, 2026 (the "ASM Closing 8-K"), a wholly owned subsidiary of Energy Fuels, EFR Critical Materials Pty Ltd. ("Energy Fuels Bidder"), completed the acquisition of all of the ordinary shares of Australian Strategic Materials Limited ("ASM") pursuant to a Scheme Implementation Deed dated January 21, 2026, as amended on March 13, 2026, by and among Energy Fuels, the Energy Fuels Bidder and ASM (the "ASM Acquisition").

The purpose of this Form 8-K is to (i) disclose the entry into the Merger Agreement Amendment (as defined below); (ii) supplement the Company’s material disclosure pertaining to the business and operations of ASM, post-ASM Acquisition; (iii) supplement the Company’s disclosure pertaining to the business and operations of VAC, which would be material to the Company if the VAC Acquisition closes as contemplated; (iv) disclose the planned departure of Energy Fuels’ Chief Legal Officer and Executive Vice President, Global Government Relations; (v) provide certain historical financial statements of VAC, which would be material to the Company if the VAC Acquisition closes as contemplated; and (vi) provide unaudited pro forma financial information of the Company giving effect to the VAC Acquisition and the completed acquisition of ASM, which would be material to the Company if the VAC Acquisition closes as contemplated, as described in the ASM Closing 8-K. The unaudited pro forma financial information included in Exhibit 99.3, as it pertains to ASM, is being provided on a voluntary basis and in conformity with Article 11 of Regulation S-X.

Energy Fuels (inclusive of ASM) and VAC, on the assumption the VAC Acquisition closes as contemplated, are together defined as the “Combined Company” in this Form 8-K.

Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2026 the parties to the Merger Agreement in connection with the VAC Acquisition entered into a First Amendment to Agreement and Plan of Merger (the "Merger Agreement Amendment"), for the purpose of amending and clarifying certain provisions of the Merger Agreement, including with respect to an ongoing dispute with a customer regarding a commercial supply agreement, the potential settlement of such dispute, repayment of certain indebtedness and potential purchase price adjustments related to the foregoing to reflect any loss in value related to such agreement or any debt so repaid.

The foregoing description of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 8.01. Other Events.