WESTWATER RESOURCES, INC.
For the period ended Mar 31, 2026. Filed May 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 12, 2026
WWR$0.39+2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001104659-25-110396
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001104659-26-059442
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 72 previous paragraphs and 60 current paragraphs.
18 unchanged; 14 reworded; 28 added; 39 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 21 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
SUMMARY OF RECENT DEVELOPMENTS
Current report
applications under applicable federal and state frameworks, including, where required, water discharge permits, wetlands permits, air permits, and other approvals necessary for the construction and operation of the Coosa Graphite Deposit. The results of these studies will support optimization of mine planning, infrastructure layout, and overall project design as Westwater continues to evaluate and develop the Coosa Graphite Deposit for efficient, technically sound, and environmentally responsible natural graphite production.
Current report
As previously announced and since permitting activities commenced in the fourth quarter of 2025, the Company applied for an NPDES permit with ADEM and received “covered project” designation for the Coosa Graphite Deposit under the FAST‑41 Federal Permitting Program. The submitted application includes site-specific engineering, hydrologic, and environmental analyses to support compliance with applicable federal and state water quality standards. FAST‑41, enacted by Congress in 2015, is intended to improve the timeliness, predictability, and transparency of the federal permitting process through publicly available permitting schedules and formal coordination mechanisms.
Current report
During the three months ended March 31, 2026, the Company completed several foundational technical and environmental studies for the Coosa Graphite Project. The Company also continued to work on geotechnical analyses, hydrologic monitoring, and federal and state permitting activities. Ongoing efforts include preparation of the U.S. Army Corps of Engineers Individual Permit application, completion of the U.S. Fish and Wildlife Service habitat assessment and related survey planning, continued FAST‑41 coordination, early‑stage preparation of the ADEM air permit, and evaluation of potential impacts on the county road segment within the Phase I mining area.
Current report
Kellyton Graphite Plant – Construction Update
Current report
During the three months ended March 31, 2026, the Company continued to oversee detailed engineering and manufacturing progress related to long‑lead equipment procured in the fourth quarter of 2025 for the Kellyton Graphite Plant.
Current report
Westwater continued to operate its R&D Lab and its qualification line at the Kellyton Graphite Plant during the first quarter. Both the R&D Lab and qualification line support ongoing product development and optimization with potential customers and provide in-house quality control testing capabilities.
Current report
The Company believes the R&D Lab increases flexibility to refine and produce future samples in accordance with customer specifications. The qualification line has resulted in the Company’s ability to produce aggregate production samples in excess of one metric ton of CSPG, for use in pre-production evaluations and testing. CSPG produced on the qualification line is representative of CSPG material produced in a future commercial setting and the Company expects the continued operation of the qualification line to support the production of bulk CSPG samples in one to ten metric ton batches for customer qualification activities. The qualification line is also being used for operations training and process familiarization, which the Company believes may support a more efficient commissioning and start-up of the Kellyton Graphite Plant. To support these efforts, the Company continues to test the performance of the equipment at the Kellyton Graphite Plant and evaluate ongoing and upcoming equipment needs, potential alternative sources and procurement options for equipment, and costs and timelines.
Current report
Since the inception of the Kellyton Graphite Plant, and inclusive of liabilities as of March 31, 2026, the Company has incurred costs of approximately $129.6 million. The Company continued Phase I construction activities at a measured pace during the first quarter of 2026. With additional financing raised during 2025 and 2026, the Company has ordered certain long-lead equipment items to further advance Phase I in 2026; however, the Company currently intends to maintain a measured approach to capital deployment.
Current report
The Company is maintaining its current cost estimate for Phase I of the Kellyton Graphite Plant of $245 million, of which approximately $115 million has not yet been incurred, including approximately $19 million related to contingency and potential cost escalations.
Current report
in February 2024. This termination followed FCA’s termination on November 3, 2025, of the Offtake Agreement with the Company originally executed in July 2024.
Current report
Financing Update
Current report
In June and August 2025, the Company entered into the Series Purchase Agreements pursuant to which the Company issued and sold in registered public offerings Convertible Notes in the aggregate principal amount of $10.0 million, which are convertible into shares of the Company’s Common Stock.
Current report
During the three months ended March 31, 2026, the Company continued to raise capital through its ATM Sales Agreement and sold 1.0 million shares of Common Stock for net proceeds of $1.2 million.
Current report
Refer toNote 4, Convertible Notes, andNote 7, Stockholders’ Equity, of the Interim Financial Statements for further details.
Current report
We continue to work to advance our plan to secure the remaining financing needed to complete Phase I of the Kellyton Graphite Plant. Consistent with our prior communications, we are prioritizing non-dilutive and lower cost sources of capital where available, including evaluating potential government programs. In support of these efforts, we have engaged advisors and are actively evaluating additional funding structures that may be available to the Company.
Current report
In parallel, we are evaluating project level financing alternatives that may be supported by project assets, including equipment based financing and other structured solutions. While we maintain access to capital markets through our existing equity financing tools, we intend to remain disciplined and thoughtful in how we utilize those tools.
Current report
Until the remaining financing for Phase I is secured, we expect to continue to manage expenditures with a focus on capital preservation, and certain construction and commissioning activities may remain limited. There can be no assurance that we will obtain additional financing in amounts sufficient to meet our needs, or on terms acceptable to the Company, nor can there be assurance regarding the timing of any such financing.
Current report
Consolidated net loss from operations for the three months ended March 31, 2026, was $4.7 million, or $0.04 per share, as compared with $2.7 million, or $0.04 per share for the same period in 2025. The $2.0 million increase in our consolidated net loss from operations was primarily due to costs associated with progressing the permitting of the Coosa Graphite Deposit, an increase in stock-based compensation expenses, and greater product development costs. Additional detail regarding the drivers of these primary cost increases is provided below.
Current report
Product development expenses for the three months ended March 31, 2026, were $0.6 million, an increase of $0.4 million compared to the same period in 2025. The increase was primarily the result of a $0.1 million write-off of deferred
Current report
contract costs related to the previously announced termination of the Procurement Agreement, $0.1 million more raw material inventory used in sample production, and $0.1 million of equipment maintenance and enhancements on our qualification line.
Current report
Exploration Expenses
Current report
Exploration expensesfor the three months ended March 31, 2026, were $0.3 million. The increase of $0.3 million, compared to the same period in 2025 was a result of permitting related activities performed during the first quarter of 2026 to advance the Coosa Graphite Deposit through early stage permitting. Those activities included completing collection of all baseline environmental, geotechnical, cultural, and hydrologic data required to support permitting. All major water management structures needed for the initial mine development footprint and activities (process wastewater, treatment pond, freshwater makeup, and stormwater basin) were fully designed and certified.
Current report
General and administrative expenses for the three months ended March 31, 2026, were $3.5 million, an increase of $1.2 million compared to the same period in the prior year. The increase was primarily driven by $0.6 million of higher stock‑based compensation expenses, resulting from larger and more broadly distributed RSU awards granted in May 2025 compared to prior years, including higher employer payroll taxes on equity awards that vested in the first quarter of 2026, a $0.3 million increase in services provided by third‑parties primarily related to the evaluation of government funding opportunities, investor relations, and legal services, and $0.1 million of commission expense resulting from the termination of the Procurement Agreement.
Current report
Depreciation and amortization for the three months ended March 31, 2026, was $0.2 million and remained relatively flat, as compared to the same period in 2025.
Current report
Other expense, net for the three months ended March 31, 2026, was $0.1 million and remained relatively flat, as compared to the same period in 2025. For the three months ended March 31, 2026, the Company recognized other expense of approximately $1.1 million related to conversions on the Series B-1 Convertible Notes offset by other income of approximately $0.7 million related to changes in fair values of the Convertible Notes and approximately $0.4 million more interest income as a result of a larger cash balance.
Current report
Net cash used in operating activities of $4.0 million for the three months ended March 31, 2026, represents an increase of $1.7 million compared to the same period in 2025. The increase was primarily due to the timing of company-wide short-term incentive payments of $0.9 million. In an effort to manage cash flow, prior year bonus payments were deferred over the second and third quarters of 2025. The increase in cash used was also driven by the timing of payments for certain insurance programs of $0.5 million, and $0.4 million related to permitting activities at the Coosa Graphite Deposit and government relations. These increases were slightly offset by other miscellaneous changes in other working capital.
Current report
Management believes the Company’s current cash balance is sufficient to fund its planned non-discretionary expenditures beyond a year after the date that these Interim Financial Statements were issued. For additional disclosure, refer toNote 2, Liquidityto the Interim Financial Statements for additional information.
Removed paragraphs (39)
Previous report
RECENT DEVELOPMENTS
Previous report
Issuance of Patent for Graphite Purification
Previous report
On September 17, 2025, the Company announced it had received its U.S. Patent related to its graphite purification method. Westwater’s purification process offers a more sustainable alternative to traditional purification techniques often used in China and other countries. Unlike conventional methods that frequently rely on hydrofluoric acid, Kellyton’s Phase I process completely avoids the use of this hazardous substance. Instead, Westwater’s patented process relies on a more environmentally-friendly approach to produce high-purity graphite, which the Company believes positions Westwater as a leader in sustainable production of battery-grade natural graphite. Westwater has another patent application pending in the U.S. Patent & Trademark Office.
Previous report
Kellyton Graphite Plant – Construction and Estimated Cost Update
Previous report
During the nine months ended September 30, 2025, construction activities at the Kellyton Graphite Plant consisted of installing equipment and electrical work to set up the power distribution center, moving off power generators, and tapping into the Alabama power grid. We have installed micronization (sizing) and spheroidization (shaping) mills in the SG building and commissioned and started up one micronization and spheroidization mill. In addition, we continue to install peripheral support equipment surrounding the micronization and spheroidization mills in the SG building. Westwater has constructed and continues to operate its R&D Lab. The R&D Lab allows Westwater to continue product development and optimization with potential customers, and to perform additional quality control tests. It also affords greater flexibility to optimize future samples in accordance with customer specifications.
Previous report
Since inception of the project, and inclusive of liabilities as of September 30, 2025, the Company has incurred costs of approximately $125.1 million. The Company has continued construction activities related to Phase I of the Kellyton Graphite Plant at a measured pace during the third quarter of 2025. With the additional liquidity raised subsequent to the end of the quarter, the Company expects to order long-lead equipment items and further advance the Kellyton Graphite Plant, but maintain a measured approach. Given the updates provided on customer engagement above, efforts are now underway to optimize capital investment in Phase I at the Kellyton Graphite Plant. The intention is to adjust processing capacity to align our existing offtake agreements throughout this initial phase. This strategy is expected to lower the plant’s initial capacity and, in turn, decrease the total capital and reduce the time needed to reach commercial production. The Company expects to provide an update once this optimization evaluation is complete.
Previous report
Qualification Line Development at Kellyton Graphite Plant
Previous report
Since the beginning of the year, Westwater operated its qualification line at the Kellyton Graphite Plant and produced and completed multiple samples of over 1 mt of CSPG for customers for pre-production cell trials and testing. In the third quarter, the Company continued to make improvements to the qualification line to improve cycle times, yield, and graphite flow rates to optimize the capability of the qualification line.
Previous report
Samples produced on the qualification line are representative of CSPG mass production. The Company expects that the operation of the qualification line will allow Westwater to supply its customers bulk samples of CSPG in 1 to 10 mt batches for cell qualification activities. The line will also be used to train Westwater’s operations team which the Company expects will expedite the commissioning and startup of the Kellyton Graphite Plant. During 2025, Westwater commissioned of one of the micronizer mills and one of the shaping mills, which are being used in conjunction with the qualification line to produce additional samples for customers until the mills are eventually used in the mass production line when the Kellyton Graphite Plant is complete and operational.
Previous report
In parallel with permitting activities, the Company plans to conduct additional drilling to further delineate and expand the resource base at Coosa. These results will inform ongoing mine planning and design efforts, as Westwater continues to evaluate and optimize the project for efficient, responsible production of natural graphite.
Previous report
Debt Financing Update
Previous report
During the third quarter, the Company, along with its investment banker, continued to work on completing the syndication of a secured debt facility for approximately $150 million. Due to the unexpected termination of the FCA contract, which supported the syndication process, the syndication process is now on hold.
Previous report
Closing a syndicated debt facility for Phase I of the Kellyton Plant is subject to continuing the syndication process, customary agreement on completing the syndication, obtaining additional offtake agreements to support the syndication, due diligence and investment committee approval by potential lenders, and final loan conditions and terms. No assurance can be given that the Company will ultimately enter into the secured debt facility, or that financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company.
Previous report
In April 2025, Westwater received a letter of interest from Export-Import Bank of the United States (“EXIM”) related to the Kellyton Graphite Plant, under the “Make More in America Initiative” and the “China and Transformational Exports Program.” The letter of interest is separate from the Phase I debt syndication process. The application is still pending with EXIM, but because of the government shutdown, EXIM’s review of the Company’s application and diligence process has been delayed.
Previous report
The progression from a letter of interest to a loan commitment from EXIM requires a formal application, and for EXIM to complete due diligence, underwriting, and finalization of terms and conditions. No assurance can be given that the Company will ultimately enter into a loan transaction with EXIM.
Previous report
In addition to the EXIM loan application, Westwater has engaged advisors to support ongoing efforts to evaluate and attempt to secure other sources of government funding that may be available to the Company.
Previous report
Graphite and Vanadium as Critical Materials
Previous report
Presently, the United States is almost 100% dependent on imports for battery-grade graphite, which is currently the primary anode material in the lithium-ion batteries that power electric vehicles, smartphones, and laptops, and store power generated from intermittent renewable energy sources. Westwater intends to process natural flake graphite into battery-grade graphite, primarily for lithium-ion batteries.
Previous report
The U.S. currently relies on imports of at least 15 critical minerals, including graphite which is currently supplied almost entirely by companies located in China. An executive order effective March 20, 2025, names the Defense Production Act and the U.S. International Development Finance Corporation as mechanisms for supporting an effort to provide financing, loans and other investment support to domestically process critical minerals.
Previous report
Approximately 77% of the global natural flake graphite and approximately 97% of global anode active material is supplied by China (Mining Technology, 2024), which causes China to pose a geopolitical risk, particularly to the EU and U.S. regions. China and the United States have imposed tariffs and export controls on critical minerals, including graphite, indicating the potential for further trade barriers between China and the United States. Evident by the executive orders signed during 2025, while subject to continuing uncertainty, import tariffs on battery natural graphite produced anywhere outside the U.S. are likely to persist. In addition, tariffs are also now in place on CSPG shipped from other countries including Indonesia, South Korea and Japan.
Previous report
Further, the U.S. Department of Commerce (“DOC”) issued a preliminary determination in the anti-dumping investigation of graphite-based anode materials imported from the People’s Republic of China. The July 2025 preliminary determination concluded that Chinese producers have been selling graphite-based anode materials into the U.S. market at unfairly low prices, and as a result, proposed an anti-dumping duty of 93.5% on Chinese graphite-based anode materials. This ruling followed a May 2025 ruling addressing countervailing duties which has been subsequently amended to add a countervailing duty rate of 11.55%. Westwater believes these tariffs, duties and export restrictions continue to highlight
Previous report
the supply-chain risk for the U.S. and other countries related to natural graphite products and could provide an opportunity for Westwater.
Previous report
Westwater has developed patented graphite-purification technologies and advanced product-development processes designed to meet the demands of potential customers for battery-grade graphite materials. Westwater is developing methodologies and constructing facilities intended to produce high purity, battery-grade graphite products at its Kellyton Graphite Plant. These products are being designed to serve all major battery sectors. In addition, we believe the processes we intend to use are environmentally sustainable and permittable in the United States, where a robust regulatory environment complements our core values to reliably deliver safe, well-made products to our customers.
Previous report
Westwater has and will continue to support the efforts by the relevant United States governmental agencies, the State of Alabama and local municipalities to ensure that they remain aware of the importance of natural battery-grade graphite, its importance to the nation’s security, and how the Kellyton Graphite Plant and the Coosa Graphite Deposit fit into the critical minerals-equation.
Previous report
Equity Financings
Previous report
Capital Raises during the three and nine months ended September 30, 2025
Previous report
During the three and nine months ended September 30, 2025, the Company sold 6.7 million and 13.8 million shares of Common Stock for net proceeds of $5.7 million and $10.1 million, respectively, pursuant to the ATM Sales Agreement. During the nine months ended September 30, 2025, the Company sold 5.1 million shares of Common Stock for net proceeds of $3.2 million pursuant to the 2024 Lincoln Park PA. There were no sales of Common Stock for the three months ended September 30, 2025 pursuant to the 2024 Lincoln Park PA.
Previous report
SeeNote 9 Common Stockto the Interim Financial Statements for additional information.
Previous report
Our net loss for the three months ended September 30, 2025, was $9.8 million, or $0.12 per share, as compared with a net loss of $3.1 million, or $0.05 per share for the same period in 2024. The $6.7 million increase in our net loss was primarily due to other expenses for conversions and fair value adjustments of the Convertible Notes, an increase in stock compensation expense, more depreciation expense, and more product development expenses in the current period. These increases were offset by other expenses related to a loss on sales and a write-down of raw material inventory in the prior comparable period.
Previous report
Our net loss for the nine months ended September 30, 2025, was $16.4 million, or $0.21 per share, as compared with a net loss of $9.8 million, or $0.17 per share for the same period in 2024. The $6.6 million increase in our net loss was primarily due to other expenses for issuance costs, conversions, and fair value adjustments of the Convertible Notes, an increase in stock compensation expense, and more depreciation expense. These increases were offset by other expenses related to a loss on sales and a write-down of raw material inventory in the prior comparable period. See below for further details related to these changes.
Previous report
Product development expenses for the three months ended September 30, 2025, were $0.4 million, an increase of $0.1 million compared to the same period in 2024. Product development expenses for the nine months ended September 30, 2025, were $0.8 million and remained essentially flat compared to the same period in 2024. Product development expenses for the three and nine months ended September 30, 2025 and 2024, related primarily to sample production of battery-grade natural graphite products for evaluation by current and potential customers.
Previous report
General and administrative expenses for the three and nine months ended September 30, 2025, increased by $1.0 million and $1.4 million, respectively, compared to the same periods in 2024, primarily due to an increase in stock compensation expense as a result of larger and broader restricted stock unit awards granted throughout the organization in May 2025 compared to awards granted in prior years. SeeNote 10 Stock-Based Compensation for further details.
Previous report
Depreciation and amortization for the three and nine months ended September 30, 2025, increased by $0.2 million and $0.4 million, respectively, compared to the same periods in 2024, due to an increase in depreciation expense resulting from the qualification line, which was placed in service in January of 2025.
Previous report
Other expense, net for the three months ended September 30, 2025, was $5.8 million, compared to other expense, net of $0.4 million for the same period in 2024. Other expense, net for the nine months ended September 30, 2025, was $6.1 million, compared to other expense, net of $1.2 million for the same period in 2024. The change in other expense, net for both periods was primarily due to other expenses for issuance costs, conversions, and fair value adjustments of the Convertible Notes. Other expense related to the conversions and adjustments to the Convertible Notes was impacted by the Company’s higher stock price during the quarter ended September 30, 2025. The increase in other expense in the current periods were partially offset by a loss on sales and a write-down of raw material inventory recognized in the same periods of the prior year.
Previous report
Net cash used in operating activities of $7.9 million for the nine months ended September 30, 2025, represents an increase of $4.2 million compared to the same period in 2024. The increase in cash used in operating activities was primarily due to $3.4 million of cash received on sales of raw material inventory in 2024, and changes in other working capital.
Previous report
to fund the construction of Phase I of the Kellyton Graphite Plant through the equity and debt capital markets or alternative financing sources, the Company may be required to reduce or severely curtail operations, change its planned business development strategies related to the Coosa Graphite Deposit and Phase I of the Kellyton Graphite Plant, alter the construction and commissioning timeline of Phase I of the Kellyton Graphite Plant, put the construction of Phase I of the Kellyton Graphite Plant on hold until additional funding is obtained, or seek strategic alternatives. If the Company is required to abandon construction and development or alter its intended long-term plans related to the Kellyton Graphite Plant, the Company could be required to evaluate the recoverability of its long-lived assets.
Previous report
On September 30, 2025, the Company’s cash balance was approximately $12.9 million. During the nine months ended September 30, 2025, the Company sold 13.8 million shares of Common Stock for net proceeds of $10.1 million pursuant to the ATM Sales Agreement, and sold 5.1 million shares of Common Stock for net proceeds of $3.2 million pursuant to the 2024 Lincoln Park PA.
Previous report
Subsequent to September 30, 2025, the Company sold 22.2 million shares of Common Stock for net proceeds of $43.3 million pursuant to the ATM Sales Agreement. As of November 5, 2025, the Company’s cash balance was approximately $53 million.
Previous report
On October 17, 2025, the Company filed an additional prospectus supplement for the purpose of registering under the Company’s Registration Statement the offer and sale of shares of Common Stock in the aggregate amount of up to $75 million pursuant to the ATM Sales Agreement, which does not include the approximately $55 million of shares of Common Stock that were previously sold pursuant to the ATM Sales Agreement as of the date of the filing of the prospectus supplement.
Reworded paragraphs (14)
Previous wording
The following management’s discussion and analysis of the consolidated financial results and financial condition of Westwater for the three and nine months ended September 30, 2025, has been prepared based on information available to us as of November 12, 2025. This discussion should be read in conjunction with the unaudited Interim Financial Statements and Notes thereto included herewith and the audited consolidated financial statements of Westwater for the period ended December 31, 2024, and the related notes thereto included in our Annual Report, which were prepared in accordance with U.S. GAAP. This management’s discussion and analysis contains forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements” herein.
Current wording
The following discussion and analysis of the consolidated financial results and financial condition of Westwater for the three months ended March 31, 2026 should be read in conjunction with the unaudited Interim Financial Statements and Notes thereto included herewith and the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and the related notes thereto appearing elsewhere in our Annual Report, which were prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See*“Cautionary Note Regarding Forward-Looking Statements”* herein.
Previous wording
Westwater Resources, Inc., originally incorporated in 1977, is an energy technology and critical minerals company focused on developing battery-grade natural graphite materials through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 metric tons (“mt”) per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will eventually provide natural graphite flake concentrate to the Kellyton Graphite Plant.
Current wording
Westwater Resources, Inc. is an energy technology company focused on developing a vertically integrated battery-grade natural graphite business through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 mt per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will eventually provide natural graphite flake concentrate to the Kellyton Graphite Plant.
Previous wording
On October 27, 2025, Westwater announced its plan to progress the permitting process for future mine development at its Coosa Deposit. The Company has retained a third-party engineering firm to lead the permitting process for mine development at the Coosa Deposit and expects to engage with the U.S. Army Corps of Engineers, the Alabama Department of Environmental Management, and other state and local authorities in the coming months. The permitting process is expected to include preparation of key environmental studies and applications under applicable federal and state frameworks, including, but not limited to, water discharge, wetlands and air permits, and other operational and construction-related approvals.
Current wording
On October 27, 2025, Westwater announced plans to progress the permitting process for future mine development at its Coosa Graphite Deposit. The Company has retained a third-party permitting and engineering firm to support and manage permitting activities and is actively engaging with the U.S. Army Corps of Engineers, the Alabama Department of Environmental Management (“ADEM”), and other state and local authorities as the process progresses. The permitting effort is expected to include the preparation and execution of required environmental studies and the submission of
Previous wording
The global landscape for the U.S. supply of critical materials, including natural graphite, continues to evolve. On November 3, 2025, FCA, which is part of the Stellantis group of companies, unexpectedly terminated its Offtake Agreement with the Company. FCA was one of three companies, including SK On and Hiller Carbon, with existing offtake agreements with Westwater.
Current wording
The global landscape for the U.S. supply of critical minerals, including natural graphite, continues to evolve. On March 31, 2026, SK On notified the Company of its decision to terminate the Procurement Agreement originally executed
Previous wording
Both of the offtake agreements with SK On and Hiller Carbon remain in effect. While FCA has indicated they are open to considering a new arrangement with the Company, any future agreement would be based on current market conditions. The Company continues to explore additional offtake opportunities with other prospective customers and are providing them with samples as part of its ongoing engagement.
Current wording
While SK On and FCA have indicated they may be open to considering new arrangements with the Company, any future agreements would be subject to current market conditions and other terms to be negotiated. The Company continues to explore additional offtake opportunities with other prospective customers and, as part of these efforts, has provided and expects to continue providing product samples to support customer evaluation and qualification processes.
Previous wording
Westwater continues to respond to outreaches from prospective customers as they weigh the impact of announced changes and potential changes to global tariffs, export restrictions, domestic content requirements, countervailing and anti-dumping duties, and the potential impacts on the future demand for battery grade natural graphite. Most of these potential customers are the largest lithium-ion battery suppliers or vehicle manufacturers in the world.
Current wording
Westwater continues to respond to inquiries from prospective customers as they evaluate the impact of announced and potential changes to global trade and industrial policy, including tariffs, export restrictions, domestic content requirements, countervailing and antidumping duties, the Section 45X advanced manufacturing production tax credit, and related policy measures that may affect demand for domestic battery-grade natural graphite. Many of these prospective customers include large, global lithium-ion battery manufacturers and original equipment manufacturers (“OEMs”).
Previous wording
Net cash used in investing activities increased by $2.4 million for the nine months ended September 30, 2025, as compared to the same period in 2024. For both periods, the investing activity represents construction capital expenditures as the Company continues a managed approach to construction activity while seeking debt financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant, slightly offset by cash received from sales of assets. SeeNote 5 Property, Plant and Equipment for further details.
Current wording
Net cash used in investing activities for the three months ended March 31, 2026, was $1.6 million, a decrease of $1.4 million as compared to the same period in 2025. For both periods, the investing activity represents construction capital expenditures as the Company continues a managed approach to construction activity while seeking financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant. SeeNote 3 Property, Plant and Equipment for further details.
Previous wording
Net cash provided by financing activities increased by $21.6 million for the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily due to net cash proceeds received for the Convertible Notes issued in the current year and an increase in shares of Common Stock sold under the ATM Sales Agreement and 2024 Lincoln Park PA during the nine months ended September 30, 2025, compared to the same period in 2024.
Current wording
Net cash used in financing activities for the three months ended March 31, 2026, was $1.5 million, compared to net cash provided by financing activities of $4.2 million for the same period in 2025. The increase in net cash used was primarily attributable to $2.4 million higher withholding taxes related to net share settlements of equity awards that vested in the first quarter of 2026, and $3.4 million lower net proceeds from the sale of shares of Common Stock under the ATM Sales Agreement and the 2024 Lincoln Park PA during the three months ended March 31, 2026, compared to the same period in 2025.
Previous wording
Since 2009, the Company has not recorded revenue from operations and, as of September 30, 2025, current liabilities exceeded current assets. As such, Westwater is subject to the risks associated with development stage companies. Management expects to continue to incur cash losses as a result of construction activity at the Kellyton Graphite Plant and general and administrative expenses until operations commence at the Kellyton Graphite Plant. If financing is not available
Current wording
The Company has not recorded revenue from its graphite operations, and as such, Westwater is subject to all the risks associated with a development-stage company. Management expects to continue to incur cash losses to further advance the Coosa Graphite Deposit, to continue construction activity at the Kellyton Graphite Plant and for general and administrative expenses until operations commence at the Kellyton Graphite Plant. Operations at the Kellyton Graphite Plant are dependent on securing the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant.
Previous wording
The Company has relied on equity financings, debt financings and asset sales to fund its operations. During the quarter ended September 30, 2025, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, construction activities have been significantly reduced from anticipated levels until additional funding is secured to advance Phase I of the Kellyton Graphite Plant. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider through the date of such termination. SeeNote 2 Liquidityto the Interim Financial Statements for additional information.
Current wording
During the three months ended March 31, 2026, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, the construction activities have been significantly reduced from anticipated levels until additional funding is secured to advance Phase I of the Kellyton Graphite Plant. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider, including purchases of long lead equipment, through the date of such termination.
Previous wording
As of September 30, 2025, the Company has approximately $26.2 million remaining available for future sales under the 2024 Lincoln Park PA, subject to certain limitations contained within the Convertible Notes. SeeNote 9 Common Stock for further details regarding the Company’s equity financing agreements.
Current wording
On March 31, 2026, the Company’s cash balance was $41.5 million. During the three months ended March 31, 2026, the Company sold 1.0 million shares of Common Stock for net proceeds of $1.2 million pursuant to the ATM Sales Agreement. As of March 31, 2026, the Company had approximately $70.6 million remaining available for future sales under the ATM Sales Agreement and approximately $26.2 million remaining available for future sales under the 2024 Lincoln Park PA, subject to certain limitations contained within the Convertible Notes. SeeNote 7, Stockholders’ Equity to the Interim Financial Statements for further details regarding the Company’s equity financing agreements.
Previous wording
While the Company has advanced its business plan and has been successful in the past raising funds through equity financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, higher interest rates, inflation, electric vehicle production and adoption rates, generally uncertain economic conditions and regulatory policy and enforcement, and unstable geopolitical conditions, including tariffs, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. The Company’s ability to raise additional funds under the ATM Sales Agreement may be limited by the Company’s market capitalization, share price and trading volume.
Current wording
While the Company has advanced its business plan and has been successful in the past raising funds through equity and debt financings, as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, higher interest rates, inflation, electric vehicle production and adoption rates, uncertain economic conditions and regulatory policy and enforcement, tariff policy and import/export restrictions, and unstable geopolitical conditions, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. The Company’s ability to raise additional funds under the ATM Sales Agreement and the 2024 Lincoln Park PA may be limited by the Company’s market capitalization, share price and trading volume.
Previous wording
timing or occurrence of any future drilling or production from the Company’s properties, economic conditions, the strategic goals of the business, costs of any phase of development or operational line at the Kellyton Graphite Plant and estimated construction and commissioning timelines and completion dates, the start date for the mining of the Coosa Graphite Deposit, and the Company’s anticipated cash burn rate and capital requirements. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” “target” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:
Current wording
With the exception of historical matters, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding the adequacy of funding, liquidity, access to capital, financing activities, the timing or occurrence of any future drilling or production from the Company’s properties, economic conditions, the strategic goals of the business, costs of any phase of development or operational line at the Kellyton Graphite Plant and estimated construction and commissioning timelines and completion dates, the start date for the mining of the Coosa Graphite Deposit, and the Company’s anticipated cash burn rate and capital requirements. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” “target” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:
Previous wording
In addition, other factors are described in our Annual Report, and the other reports we file with the SEC. Most of these factors are beyond our ability to predict or control. Future events and actual results could differ materially from those set forth herein, contemplated by or underlying the forward-looking statements. Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements made herein, except as required by law.
Current wording
In addition, other factors are described in our Annual Report, and the other reports we file with the SEC. Most of these factors are beyond our ability to predict or control. There can be no assurance that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. The forward-looking statements in this report are made as of the date of this filing, unless an earlier date is specified. Except as required by law, we assume no obligation to publicly update any forward-looking statements and forward-looking information, whether as a result of new information, future events or otherwise.
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Previous report — wording carried elsewhere
With the exception of historical matters, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding the adequacy of funding, liquidity, access to capital, financing activities, the