URANIUM ENERGY CORP

Our long-term incentive program (the "LTIP") provides for, among other awards, the granting of stock options, performance stock options ("PSOs"), restricted stock units ("RSUs") and performance based restricted stock units ("PRSUs") to executive officers to both motivate executive performance and retention, as well as to align executive officer performance to stockholder value creation. In awarding long-term incentives, we compare our long-term incentive program to our Peer Group and evaluate such factors as the number of shares available for awards under our 2024 Stock Incentive Plan, as ratified by our stockholders on July 16, 2024 (the "2024 Stock Incentive Plan"), and the number of awards outstanding relative to the number of shares outstanding.

Each LTIP grant is based on the level of the position held and overall market competitiveness. Our Compensation Committee takes into consideration previous grants when it considers new grants of equity awards. Our Compensation Committee administers the granting of equity awards in accordance with our 2024 Stock Incentive Plan.

In each of Fiscals 2023 and 2024 performance based long-term equity incentive plan awards were awarded to our executive officers in the form of PRSUs. The PRSUs granted in Fiscal 2023 and 2024 vest on July 31, 2026 and July 26, 2027, respectively. As originally designed, the PRSUs were measured on our three-year TSR relative to the Global X Uranium ETF, cliff vesting and settling based on the performance achieved at the end of the 36-month period. The number of units eligible to vest ranged from 0% to 200% of target, contingent on the level of performance, subject to one limit: regardless of our relative TSR versus the Global X Uranium ETF, if our absolute TSR over the measurement period was negative, the maximum number of PRSUs that could vest was capped at 100%.

In Fiscal 2025, our Compensation Committee engaged GGA to conduct a stress test and review of the Global X Uranium ETF benchmark and the relative TSR methodology. The review identified two areas for potential change. First, as the uranium sector has matured in the public markets, a broader range of benchmark indices and comparable peers has become available against which to evaluate performance. Second, as the Company has grown, measuring TSR on a relative basis-point methodology was found to produce volatile and erratic performance multiplier ranges that would change materially on a daily basis. The committee determined that this did not reliably reflect the stockholder experience (see 3-year UEC Share Price Performance versus Total NEO Compensation below). Under the stress testing a TSR ranking methodology was compared, and it was concluded that the ranking-based methodology best aligned with the stockholder experience. The ranking methodology, by contrast, offers greater stability and a closer tie to the relative total stockholder return experience.

Acting on these findings, the Compensation Committee amended the Fiscals 2023 and 2024 PRSU grants to address volatility in the multiplier design that could misalign payouts with stockholder returns and produce outcomes — whether rewards or penalties — disproportionate to the value actually delivered to stockholders. The Compensation Committee concluded that a measure blending absolute TSR with TSR performance relative to an established performance peer group would more faithfully reflect both the value delivered to stockholders and the Company's performance against the companies with which it genuinely competes for capital and talent.

These adjustments were not intended to increase payout opportunities or to shield executives from the economic consequences of our performance. Rather, they were intended to correct a benchmark and design that the GGA stress test indicated was no longer aligning incentives with their intended outcomes: a single-commodity sector fund, whose movements track the uranium spot price, does not consistently reflect either management's performance or — more importantly — the stockholder experience over the performance period. By anchoring the measure instead to absolute returns and to a performance peer group, the Compensation Committee believes the amended design preserved the integrity of the program and strengthened its rigor by more closely aligning pay with performance.

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The following table summarizes our Fiscals 2023 and 2024 PRSU vesting schedules.

The following table summarizes the payouts earned by our NEOs in Fiscal 2025 pursuant to PRSUs granted in Fiscal 2022. The TSR for our Shares outperformed the Global X Uranium ETF by 1,659 basis points for the applicable performance period (being from July 29, 2022 to July 29, 2025). During such performance period, the absolute TSR was also positive. Accordingly, the PRSUs granted in Fiscal 2022 achieved payouts at 166% of target pursuant to the applicable performance period as summarized below.

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In Fiscal 2025 our Compensation Committee reviewed the market prevalence of long-term equity incentive plans within our Peer Group and determined that PRSUs and RSUs were the most appropriate form of long-term equity incentive to grant in Fiscal 2025 due to market practice. The LTIP awards awarded to our executive officers in Fiscal 2025 are more particularly described below in the "- Grants of Plan Based Awards" table.

In Fiscal 2025 performance based long-term equity incentive plan awards were awarded to our executive officers in the form of PRSUs. The PRSUs accrue over 36 months but will not settle until the end of the 36-month period and are contingent on the level of performance achieved. Each vested PRSU represents the opportunity to receive a Share or its cash equivalent at the discretion of our Compensation Committee. The PRSUs are measured based on our TSR relative to a Performance Peer Group. The Performance Peer Group was determined after reviewing the constituents comprising the Sprott Uranium Miners Index and the Global X Uranium ETF as of the grant date. Our TSR will be ranked against the selected constituents. The PRSUs are evaluated using relative TSR over three annual periods and one 36-month period. The measurement periods are weighted as to 15% in each of years one, two and three and 55% over a 36-month period. The number of PRSUs that may accrue at the end of each annual period and at the end of the 36-month period is contingent on the level of performance achieved over each measurement period and ranges from 0% to 200% of the PRSU target number of weighted units.

The following table summarizes our Fiscal 2025 PRSU vesting schedule.

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The following table sets forth our Performance Peer Group for Fiscal 2025 PRSUs.