URANIUM ENERGY CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year endedJuly 31, 2026

or

Commission file number:** 001-33706**

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐ No ☒

As of January 30, 2026, the aggregate market value of the registrant’s common stock, par value $0.001 per share, held by non-affiliates of the registrant was approximately $8.3 billion, based on the closing price of the common stock as reported on the NYSE American.

The registrant had 495,584,665 shares of common stock outstanding as of September 25, 2026.

As used in this Annual Report on Form 10-K for the fiscal year ended July 31, 2026 (this “Annual Report”):

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report, including the documents incorporated herein by reference contains statements and information about our strategy, objectives, plans and expectations for the future that are not statements or information of historical fact. These statements and information are considered to be forward-looking statements, or forward-looking information, within the meaning of and under the protection provided by the safe harbor provisions for forward-looking statements as contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements may be based on a number of estimates and assumptions, of which any one or more may prove to be incorrect. Forward-looking statements may be identifiable by terminology such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”, “project”, “should”, “will”, “would” and similar expressions, including the negative thereof. Examples in this Annual Report include, but are not limited to, such forward-looking statements reflecting or pertaining to:

i

Forward-looking statements, and any estimates and assumptions upon which they are based, are made in good faith and reflect our views and expectations for the future as of the date of this Annual Report, which can change significantly. Forward-looking statements, and any estimates and assumptions upon which they are based, are made as of the date of this Annual Report, and we do not intend or undertake to revise, update or supplement any forward-looking statements to reflect actual results, future events or changes in estimates and assumptions or other factors affecting such forward-looking statements, except as required by applicable securities laws. Should one or more forward-looking statements be revised, updated or supplemented, no inference should be made that we will revise, update or supplement any other forward-looking statements.

Forward-looking statements are subject to known and unknown risks and uncertainties, including those set forth under “Item 1A. Risk Factors” of this Annual Report and in the risk factors disclosed in our other filings with the United States Securities and Exchange Commission (the “SEC”).

Such risks and uncertainties have the potential to cause actual results, performance, achievements or events to be materially different from any future results, performance, achievements or events implied, suggested or expressed by any forward-looking statements made by us or by persons acting on our behalf. Furthermore, there is no assurance that we will be successful in preventing the material adverse effects that any one or more of these material risks and uncertainties may cause on our business, prospects, financial condition and operating results, or that the foregoing list represents a complete list of the material risks and uncertainties facing us. There may be additional risks and uncertainties of a material nature that, as of the date of this Annual Report, we are unaware of or that we consider immaterial that may become material in the future, any one or more of which may result in a material adverse effect on us.

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Notice Regarding Scientific and Technical Information

The mineral resource estimates and other scientific and technical information in this Annual Report have been prepared in accordance with the mining disclosure requirements of the SEC under subpart 1300 of Regulation S-K (17 CFR 229.1300-229.1305) (“S-K 1300”), which govern disclosure of mineral resources and mineral reserves by companies subject to the reporting requirements of the U.S. federal securities laws. S-K 1300 differs in certain respects from the mineral resource and mineral reserve classification and disclosure standards applicable in other jurisdictions, including the Canadian Institute of Mining, Metallurgy and Petroleum classification system incorporated into Canadian National Instrument 43-101 and the Australasian Joint Ore Reserves Committee Code. Accordingly, the mineral resource information in this Annual Report may not be comparable to similar information disclosed by companies reporting under those other standards.

The scientific and technical information in this Annual Report, and in the documents incorporated by reference herein, have been prepared in accordance with S-K 1300. S-K 1300 provides for the disclosure of: (i) “inferred mineral resources” have the lowest level of geological confidence of all mineral resources and thus may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve; (ii) “indicated mineral resources” have a lower level of confidence than that of a “measured mineral resource” and thus may be converted only to a “probable mineral reserve”; and (iii) measured mineral resources have sufficient geological certainty to be converted to a “proven mineral reserve” or to a “probable mineral reserve”.Investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves as defined by S-K 1300. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable, or that an inferred mineral resource will ever be upgraded to a higher category.

CAUTIONARY NOTE REGARDING EXPLORATION STAGE****Issuers

Although we have commenced mining operations at certain of our projects, we are considered an “exploration stage issuer” under S-K 1300 because we have not established, and currently have no known, mineral reserves, as defined under S-K 1300, on any of our mineral properties. We will not have known mineral reserves unless and until an appropriate technical and economic study demonstrating “Proven Mineral Reserves” or “Probable Mineral Reserves”, as defined under S-K 1300, is completed for such properties. There can be no assurance that any of our properties contain or will contain such reserves or, even if such reserves are established, that their quantities would warrant continued operations or that we would be successful in economically recovering them. For additional information, see “Item 1A. Risk Factors” of this Annual Report.

Industry, Market and Other Data

This Annual Report includes market, industry and economic data, estimates, forecasts and other statistical information that we obtained or derived from independent third-party sources, including the International Energy Agency, the World Nuclear Association, the International Atomic Energy Agency, UxC, LLC, the U.S. Energy Information Administration and ICF International Inc., as well as from our own internal research, estimates and assumptions based on our management’s knowledge of, and experience in, the uranium industry. Although we believe the third-party information included in this Annual Report to be reliable, we have not independently verified the data obtained from these third-party sources, and we cannot guarantee its accuracy or completeness. Forecasts, projections and other forward-looking information obtained from these sources are subject to the same qualifications, assumptions and uncertainties described under “Cautionary Note Regarding Forward-Looking Statements” above.

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