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Standard Nuclear, Inc.

Filed Jun 18, 2026.

View on SEC.gov

About this filing

A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.

period unavailable · Filed Jun 18, 2026

STDN$12.16+5.7%Stored close · as of Nov 6, 2026
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Selected Defined Terms

SELECT DEFINED TERMS

The following are abbreviations, acronyms, and definitions of certain terms used in this prospectus:

“2025 Stock Plan” means the Standard Nuclear, Inc. 2025 Equity Incentive Plan, as amended prior to the completion of this offering.

“2026 Plan” means our 2026 Equity Incentive Plan.

“Bonus Plan” means our 2026 Executive Incentive Bonus Plan.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Class B Conversion” means the conversion by the holders thereof of all outstanding shares of Class B common stock not beneficially owned by Mr. Hendrix into shares of Class A common stock immediately prior to the completion of this offering.

“Class B Equity Exchange Agreement” means the equity exchange right agreement to be entered into between the Company and Mr. Hendrix, which gives Mr. Hendrix a right (but not an obligation) to require us to exchange any shares of Class A common stock received by Mr. Hendrix upon the exercise, vesting, and/or settlement of certain equity awards held by Mr. Hendrix for an equivalent number of shares of Class B common stock.

“Class B Exchange Agreement” means the exchange agreement to be entered into among the Company and Standard Nuclear Trust, an entity affiliated with Mr. Hendrix, pursuant to which, upon the Effective Time, all of the outstanding shares of our Class A common stock beneficially owned by Standard Nuclear Trust as of the Effective Time will be exchanged for an equivalent number of newly issued shares of our Class B common stock.

“Class B Stock Exchange” means the exchange of all of the outstanding shares of Class A common stock beneficially owned by Standard Nuclear Trust as of the Effective Time for an equivalent number of newly issued shares of our Class B common stock in accordance with the Class B Exchange Agreement.

“DGCL” means the Delaware General Corporation Law.

“DOE” means the United States Department of Energy.

“Effective Time” means the time of effectiveness of the filing of our amended and restated certificate of incorporation, to be in effect upon the completion of this offering, with the Secretary of State of the State of Delaware.

“enrichment” means the enrichment of uranium hexafluoride, which involves increasing the proportion of fissile isotope U-235 to higher concentrations by separating it from the more abundant Uranium-238 through gas centrifuge or gaseous diffusion methods, which exploit the mass difference between the isotopes.

“ESPP” means our 2026 Employee Stock Purchase Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FOAK” means “first-of-a-kind,” which refers to any initial design, deployment, construction, manufacturing or operating configuration that has not yet benefited from repeat deployment, standardized execution or learning-curve efficiencies. See also “NOAK.”

“Framatome, Inc.” means Framatome, Inc., a Delaware corporation that is a U.S. company and a subsidiary of Framatome SAS headquartered in France.

“Fuel Fabrication” means the process of converting enriched uranium (like HALEU) into finished fuel forms (like TRISO fuel).

“GAAP” means U.S. generally accepted accounting principles.

“GWe” means “gigawatt electric,” a unit of electric generating capacity equal to one billion watts of electric output. We and others in the electric power generation industry use GWe to describe installed or expected electric generating capacity from any reactor or other source of electric power generation. By estimating the anticipated MTU of TRISO fuel that we believe would be necessary to output one GWe of electric energy, management is able to translate expected Advanced Reactor deployments for which target GWe output has been announced into estimated annual TRISO fuel demand.

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“GWh” means “gigawatt hour,” a unit for measuring energy used to express the quantity of energy produced or consumed by a piece of equipment with power of one gigawatt for one hour.

“HALEU” means High-Assay Low-Enriched Uranium, which is uranium enriched to between 10% and 20% U-235. HALEU is a feedstock, not a fuel form. It is used to manufacture advanced fuels, like TRISO fuel.

“HTGRs” means high-temperature gas-cooled reactors.

“Idaho Facility” means the Company’s fuel line facility to be built in Idaho on DOE property in Idaho pursuant to the OTA, which we refer to as our “SN-ID” facility.

“IRS” means the United States Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“kgU” means kilogram of uranium, which is a unit for measuring uranium mass quantity. It is a common measurement for fuel pricing and sales agreements. See also “MTU.”

“LEU+” means Low-Enriched Uranium Plus, which is uranium enriched above 5% but below 10% U-235. It is being explored as an interim fuel option for some Advanced Reactors.

“MTU” means metric ton of uranium, which is a unit for measuring uranium mass quantity. It is a common measurement for fuel pricing and sales agreements. 1 MTU = 1,000 kgU.

“NOAK” means “nth-of-a-kind,” which refers to later in time designs, deployments, construction, manufacturing or operating configurations that follow the FOAK and one or more additional deployments and approach design or operational maturity. NOAK deployments are expected to benefit from learning derived from prior repeat execution, standardization, operating experience and learning-curve efficiencies. See also “FOAK.”

“NRC” means the United States Nuclear Regulatory Commission.

“NYSE” means New York Stock Exchange.

“OTA” means the Other Transaction Agreement for Fuel Production Line Authorization, dated as of September 26, 2025, between the Company and the DOE.

“Oak Ridge SN-0” refers to the Company’s existing fuel line facility in Oak Ridge, TN that is currently operational.

“Oak Ridge SN-TN” refers to the Company’s new production facility in Oak Ridge, TN that is anticipated to become operational in the second half of 2026.

“Oak Ridge SN-TN20” refers to the Company’s planned supplemental production facility in Oak Ridge, TN that is targeted to have annual throughput capacity of up to 20 MTU. See also “throughput.”

“Oak Ridge Facilities” refers to Oak Ridge SN-0 and Oak Ridge SN-TN facilities, collectively.

“R&D” means research and development.

“restated bylaws” means our amended and restated bylaws which will become effective immediately prior to the completion of this offering.

“restated certificate of incorporation” means our amended and restated certificate of incorporation which will become effective immediately prior to the completion of this offering.

“Richland SN-F Facility” means Framatome’s NRC-licensed nuclear fuel cycle facility in Richland, Washington.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

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“SMRs” means small modular reactors.

“throughput” refers to the quantity of a material that is able to be processed through a manufacturing facility over a specified period of time. We use throughput to describe how much TRISO fuel we are or expect to be able to process through a given production facility over a given time frame, commonly expressed in KgU or MTU of finished TRISO fuel per year, based on our current process yield from our manufacturing processes. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Indicators.”

“TRISO” stands for “tristructural-isotropic” and refers to poppyseed-sized fuel particles made from enriched uranium and coated in ceramic layers and used to fuel many Advanced Reactors.

“TWh” means terawatt-hours. One terawatt is equal to 1,000 gigawatts. See also “GWh.”

“U-235” means Uranium-235, which is a naturally occurring isotope of uranium that can sustain a nuclear chain reaction, making it essential for nuclear fuel.

“USNC” refers to Ultra Safe Nuclear Corporation and its subsidiaries, from whom we purchased specific nuclear fuel-related assets through a Section 363 auction process under the U.S. Bankruptcy Code.

“Voting Threshold Date” means the first date falling after 11:59 p.m. (Eastern Time) on the date on which the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our then-outstanding Class A common stock and Class B common stock entitled to vote generally in the election of directors.

“Wood Mackenzie Report” means the report prepared by Wood Mackenzie titled “U.S. Demand for TRISO Fuel,” dated March 5, 2026, which was commissioned by us in connection with this offering.

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