LIGHTBRIDGE Corp

Note 1. Basis of Presentation, Summary of Significant Accounting Policies, and Nature of Operations

The Company was formed on October 6, 2006, when Thorium Power, Ltd., which was incorporated in the state of Nevada on February 2, 1999, merged with Thorium Power, Inc. (TPI), which was incorporated in the state of Delaware on January 8, 1992. On September 29, 2009, the Company changed its name from Thorium Power, Ltd. to Lightbridge Corporation and began its focus on developing and commercializing metallic nuclear fuels. The Company is a nuclear fuel technology company focused on developing and commercializing its metallic nuclear fuel, Lightbridge Fuel™.

Basis of Consolidation

These consolidated financial statements included the accounts of Lightbridge, a Nevada corporation, and the Company’s wholly-owned subsidiaries, TPI and Lightbridge International Holding LLC, a Delaware limited liability company. These wholly-owned subsidiaries are inactive. All intercompany transactions and balances have been eliminated in consolidation. In January 2026, Lightbridge International Holding LLC was formally dissolved.

Basis of Presentation and Use of Estimates and Assumptions

The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America (GAAP), requires management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets, liabilities, and equity at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions were periodically reviewed and the effects of revisions were reflected in the consolidated financial statements in the period they are determined to be necessary. These estimates include, but are not limited to, valuation of intangible assets, fair value measurements, deferred tax assets and liabilities, and stock‑based compensation.

Certain amounts in the prior year have been reclassified to conform with the current year presentation. These reclassifications had no impact on the previously reported statement of financial position, results of operations, changes in stockholders’ equity, or changes in net cash provided by (used in) operating, investing, or financing activities on the statement of cash flows.

Certain Risks and Uncertainties

Based on the Company’s cash position as of December 31, 2025 and current operating plans, management believes the Company has sufficient capital to fund operations for at least 12 months from the issuance of these financial statements.

Beyond this period, the Company will need additional funding and/or in-kind support via a combination of strategic alliances, government grants, further offerings of equity securities, or an offering of debt securities in order to support its future research and development (R&D) activities required to further enhance and complete the development and commercialization of its fuel products.

There can be no assurance that the Company will be able to successfully continue to conduct its operations if there is a lack of financial resources available in the future to continue its fuel development activities, and a failure to do so would have a material adverse effect on the Company’s future R&D activities, financial position, results of operations, and cash flows. Also, the success of the Company’s operations is subject to other numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, contingent liabilities, potential competition with other nuclear fuel developers, including those entities developing accident tolerant fuels (ATFs), changes in government regulations, risks related to the R&D of our nuclear fuel, regulatory approval of the Company’s fuel, support for nuclear power, changes in accounting and taxation standards, inability to achieve overall short-term and long-term R&D milestones toward commercialization, future impairment charges to the Company’s assets, and global or regional catastrophic events. The Company may also be subject to various additional political, economic, and other uncertainties.

The Company is engaged in significant R&D activities to advance its nuclear fuel technology at Idaho National Laboratory (INL). For the year ended December 31, 2025, R&D expenses associated with activities conducted at INL accounted for approximately 31% of the Company’s total R&D expenditure. The Company currently primarily relies on INL for developing, testing and evaluating its nuclear fuel. Any disruption in access to INL’s resources, including changes in government policies, facility downtime, regulatory constraints, or unforeseen operational challenges could have a material adverse effect on the Company’s current ability to advance its R&D activities.

Fair Value of Financial Instruments

The Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between unaffiliated market participants at the measurement date.

The Company has established a fair value hierarchy that prioritizes the inputs used to measure fair value. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The hierarchy gives the highest priority to active markets for identical assets and liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy were as follows:

Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that were observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that were not active and inputs other than quoted prices that were observable for the asset or liability; and

Level 3 - Unobservable inputs that reflect management’s assumptions.

For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that was significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may have affected the placement within the fair value hierarchy levels. See Note 2.Fair Value Measurements, to the Consolidated Financial Statements for further detail.

Cash and Cash Equivalents

The Company may at times invest its excess cash in interest bearing accounts and U.S. treasury bills. It classifies all highly liquid investments with original stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities. At December 31, 2025 and 2024, the Company held cash balances totaling $199.5 million and $39.7 million, respectively, in excess of the federally insured limits of $250,000. The Company deemed this credit risk not to be significant as cash was held by two prominent financial institutions during these periods.

Deferred Issuance Costs

The Company capitalizes incremental and direct costs incurred in connection with equity offerings, including legal, accounting, registration, and other professional fees. These costs are recorded as prepaid assets until the related securities are issued. Upon issuance, the deferred costs are charged against additional paid‑in capital on a pro‑rata basis in the period in which the shares are sold. If an offering is abandoned, the related deferred costs are expensed in the period of termination.

Trademarks

Costs for filing and legal fees for trademark applications are capitalized. Trademarks are considered intangible assets with an indefinite useful life and therefore are not amortized. The Company performs an impairment test in the fourth quarter of each year or more frequently if events or circumstances indicate that an impairment loss may have been incurred. For the fourth quarter of 2025, based on qualitative assessments performed, the Company concluded that it was more likely than not that the fair value of the Trademarks substantially exceeded its carrying value and therefore, further quantitative analysis was not required. As a result, no impairment was recorded. As of December 31, 2025 and 2024, the carrying value of trademarks was approximately $0.1 million.

Leases

The Company recognizes operating lease right of use assets and liabilities at commencement date based on the present value of the future minimum lease payments over the lease term. However, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet in accordance with the short-term lease recognition exemption. The Company also applies the practical expedient to not separate non-lease components for all leases that qualify. The Company has only one short-term lease for office space for which lease expense is recognized on a straight-line basis over the lease term.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, it considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

In July 2025, the One Big Beautiful Bill Act (the Act) was signed into law. Among other provisions, the Act enacted new Section 174A of the Internal Revenue Code, which permanently allows an immediate deduction for domestic research and development expenditures for tax years beginning after December 31, 2024. The Act also provides transition rules permitting taxpayers to deduct unamortized domestic R&E expenditures paid or incurred in 2022 through 2024. As the Company maintains a full valuation allowance against its net deferred tax assets, the enactment of the Act did not have a material impact on the Company’s consolidated financial statements as of December 31, 2025.

The Company records uncertain tax positions in accordance with ASC 740, Accounting for Income Taxes, on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits, if any, on the income tax expense line in the accompanying consolidated statement of operations.

Research and Development Expenses

The Company conducts significant R&D activities related to the design, testing, and commercialization of its proprietary nuclear fuel technology. R&D costs include salaries and benefits for R&D personnel, stock-based compensation, consulting and engineering services, materials consumed in R&D activities, facility and equipment usage costs, external testing and analysis, and certain travel expenses. The Company also incurs costs for the purchase of a high-performance computer (HPC), development of specialized engineering models, computer simulations, and software code used solely to support specific R&D programs. A significant portion of the Company’s R&D activities is conducted through third-party research institutions, national laboratories, and engineering service providers.

R&D costs are expensed as incurred. Expenditures for materials, equipment, facilities, and software that are acquired or constructed for a particular R&D project and that have no alternative future use in other projects or operations are expensed in the period in which the costs are incurred (generally when paid). However, third-party consulting or engineering services paid for in advance of performance are recorded as prepaid assets and recognized as R&D expense as the services are rendered. Equipment or other assets acquired for R&D activities that have future alternative uses are capitalized and depreciated over their estimated useful lives in accordance with ASC 360,Property, Plant, and Equipment. The Company does not currently have any assets acquired for R&D with future alternative use.

During the years ended December 31, 2025 and 2024, the Company incurred $9.2 million and $4.6 million, respectively, in R&D expenses.

Stock-Based Compensation

The Company grants options to purchase shares of the Company’s common stock, common stock awards, restricted stock awards (RSAs), and performance-based restricted stock awards (PSAs) to employees and directors. The Company also grants stock-based awards or common stock to consultants for services performed, which are accounted for in the same manner as stock-based awards and common stock issued to employees.

Stock-based compensation expense is based on the fair value of the awards measured at their grant dates. The Company uses a Black-Scholes pricing model to determine the fair value of stock options, as further described in Note 8.Stock-Based Compensation, to the Consolidated Financial Statements. For common stock awards, RSAs and PSAs, the fair value of the awards is based on the fair value of the Company’s common stock on the date of grant.

The Company has elected to account for forfeitures as they occur and has recorded compensation cost assuming all option holders will have completed the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, the Company reverses compensation expense previously recognized in the period the award was forfeited.

Awards with service-based vesting conditions only are expensed on a straight-line basis over the requisite service period of the award. Awards with performance-based vesting conditions are assessed each reporting period and expensed using a graded attribution method through the estimated date of achievement, only when achievement of the performance-based condition is deemed probable. If achievement of the performance-based condition is no longer probable, previously recorded compensation expense is reversed. Stock-based compensation expense is allocated to G&A or R&D in the Consolidated Statement of Operations based on the proportion of participant hours recorded to each function.

Shares that are issued to employees upon the exercise of stock options or upon the vesting of RSAs and PSAs are issued net of the number of shares with a fair value equal to the amount required to satisfy applicable tax withholding requirements. As a result, the actual number of shares issued with tax withholding obligations are less than the actual number of shares exercised under the stock option or vested under the RSA or PSA. The Company uses a “net settlement” approach for settling restricted stock awards. Under a “net settlement” approach, the Company withholds shares equal in value to the statutory withholding obligations and pays the tax withholding amount from its own cash reserves. The tax payment under the “net settlement” approach is reflected as a financing activity on the Consolidated Statements of Cash Flows. The shares withheld become available for reissuance under the related stock incentive plan.

Related Party Transactions

Related party transactions are approved by the Board of Directors or designated committee. During 2025 and 2024, the cash retainers paid to one independent director totaling $70,000 and $65,000, respectively, were paid to an entity controlled by such director, at the director’s election. The terms and conditions of this cash payment were the same as quarterly retainer fees paid to the other independent directors.

Recent Adopted Pronouncements

Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid (ASU 2023-09). ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign taxes and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The Company has adopted ASU 2023-09 for the year ended December 31, 2025 and has retrospectively adjusted disclosures for the year ended December 31, 2025. Otherwise, the adoption of ASU 2023-09 had no impact on the Company’s consolidated balance sheets, statements of operations, or statements of cash flows.

Recent Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which required disclosure of certain costs and expenses on an interim and annual basis in the notes to the consolidated financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance is to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

The Company has evaluated other recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these consolidated financial statements and does not believe the future adoption of any such standards will have a material impact on the consolidated financial statements and related disclosures.

Note 2. Fair Value Measurements

The Company’s financial instruments consist principally of cash and cash equivalents, accounts payable and accrued liabilities. The carrying amounts of cash, accounts payable, and accrued liabilities are considered to be a Level 1 measurement, because of the short-term nature of those instruments. Cash equivalents are primarily composed of U.S. Treasury instruments having maturity dates of 30-90 days. At December 31, 2025, the Company held US. Treasury bills with an amortized cost basis of $2.0 million on its balance sheet. The Company did not hold any cash equivalents at December 31, 2024.

The Company reviewed its U.S. treasury instruments held at the end of each reporting period to determine whether the securities were of the most recent issuance of that security with the same maturity (referred to as “on-the-run,” which is the most liquid version of the maturity band). If a U.S. treasury instrument held at the end of the reporting period is from the most recent issuance it is classified as Level 1. Otherwise, it is referred to as “off-the-run” and is classified as Level 2. As of December 31, 2025, the Company held $2.0 million in fair value of U.S. treasury bills classified as Level 2.

The following table summarizes the valuation of the Company’s cash equivalents within the fair value hierarchy (in millions) at December 31, 2025:

Note 3. Prepaid and Other Assets

In 2022, the Company entered into two agreements with Battelle Energy Alliance, LLC (BEA), the Department of Energy’s (DOE) operating contractor for INL to support the development of Lightbridge Fuel™. Under these agreements, as modified from time to time, the Company may make advance payments to support specific contracted project work. These advance payments are recorded as prepaid assets on the balance sheet, and classified as short-term or long-term, depending on the associated performance period remaining. As of December 31, 2025, $0.1 million in advance payments were reported in prepaid expenses and other current assets on the Consolidated Balance Sheet. No advance payments were classified as short-term as of December 31, 2024. As of December 31, 2025 and 2024, $1.1 million and $0.5 million, respectively, in advance payments were reported as prepaid project costs and other long-term assets on the Consolidated Balance Sheet.

Note 4. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following (rounded in millions):

Note 5. Commitments and Contingencies

The Company has entered into initial project task statements (PTS) with BEA related to R&D work being conducted under the Strategic Partnership Project Agreement (SPPA) and Cooperative Research and Development Agreement (CRADA) at INL. Performance of work under these agreements may be terminated at any time by either party, without any liability, after the effective date of termination, upon giving a thirty-day written notice under the SPPA and a sixty-day written notice under the CRADA. In the event of termination, the Company shall be responsible for BEA’s costs (including the closeout costs), through the effective date of termination, but in no event shall the Company’s cost responsibility exceed the total estimated cost stated in each PTS and any subsequent modification to the PTS. As of December 31, 2025, the total remaining costs reimbursable from the Company to BEA, if and when incurred, would not exceed $14.2 million.

Note 6. Income Taxes

The components of net loss before income tax expense are as follows (in thousands):

The Company has not recorded a provision for federal or state income taxes during the years ended December 31, 2025 and 2024, as the Company incurred operating losses and maintains a full valuation allowance against its net deferred tax assets.

The reconciliation of the Company’s statutory tax rate and effective tax rate is as follows (in thousands):

The components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

As of December 31, 2025, the Company had $89.5 million of U.S. federal net operating loss carryforwards, all of which have an unlimited carryforward period. As of December 31, 2025, the Company had $81.3 million of state net operating loss carryforwards, which includes$0.2 million that begin to expire at various dates from 2043 through 2045 and $81.1 million that have an unlimited carryforward period.

As of December 31, 2025, the Company had $0.3 million of U.S. federal research and development tax credits that expire in 2036 through 2040.

The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient taxable income. The Company assesses the realizability of its deferred tax assets at each balance sheet date. In assessing the realization of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment. After consideration of all available evidence, both positive and negative, the Company determined that it is not more likely than not that its net deferred tax assets will be realized in the foreseeable future. As a result, the Company increased its valuation allowance by $4.2 million as of December 31, 2025.

The future realization of the Company’s net operating loss carryforwards and other tax attributes may also be limited by the change in ownership rules under the U.S. Internal Revenue Code (the Code) Section 382. Under Section 382, if a corporation undergoes an ownership change, the corporation’s ability to utilize its net operating loss carryforwards and other tax attributes to offset income may be limited. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes.

The Company records uncertain tax positions as liabilities in accordance with ASC 740-10,Income Taxes, and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Since there is complexity in some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

The Company files income tax returns in the U.S. where it is subject to tax examination by U.S. federal and state tax authorities. The Company is not currently under examination for income taxes and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by local tax authorities to the extent utilized in a future period. The statute of limitations for the Company has expired for tax years prior to 2022.

As of December 31, 2025, the Company has not recorded an unrecognized tax benefit. As of December 31, 2025, the Company has not recorded any accrued interest and penalties.

For the years ended December 31, 2025 and 2024 there were no income taxes paid (net of refunds received).

Note 7. Stockholders’ Equity

On May 8, 2025, the Company held the 2025 annual meeting of stockholders at which the Company’s stockholders approved an increase in the number of authorized shares of common stock from 25,000,000 shares to 100,000,000 shares. The increase became effective upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of Nevada on May 8, 2025.

At December 31, 2025 and 2024, the Company had 33,407,495 and 18,783,912 common shares outstanding, respectively (including outstanding RSAs and PSAs totaling 2,090,946 and 781,864 shares, respectively). No preferred shares were outstanding at December 31, 2025 and 2024.

Issuance and Redemption of Series X Preferred Stock

During 2025, the Company issued and subsequently redeemed one share of a Series X of preferred stock for nominal consideration. The transaction did not have a material impact on the Company’s consolidated financial statements.

Common Stock Equity Offerings

At-the-Market (ATM) Offerings

The Company has entered into sales agreements with agents pursuant to which the Company may issue and sell shares of its common stock in “at-the-market” (ATM) equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company records its ATM sales on a settlement date basis. The sales commissions and expenses related to each ATM program are considered direct and incremental costs and are charged against “Additional paid-in capital” on the Consolidated Balance Sheet in the period in which the corresponding shares are issued and sold.

Sales Agreement with Stifel, Nicolaus & Company, Incorporated (Stifel)

On May 28, 2019, the Company entered into an at-the-market equity offering sales agreement with Stifel, which was amended on April 9, 2021 and May 8, 2024 (the Stifel ATM Agreement), pursuant to which the Company may issue and sell shares of its common stock from time to time through Stifel as the Company’s sales agent. Under this amended agreement, the Company paid Stifel a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the agreement.

The Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC) on March 29, 2024, registering the sale of up to $75.0 million of the Company’s securities that was declared effective on April 19, 2024. On May 10, 2024, the Company filed a prospectus supplement, which was further supplemented on July 19, 2024 and August 9, 2024 (collectively, the “First Prospectus Supplement”), pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $12.6 million from time to time through the Stifel ATM Agreement. On November 22, 2024, the Company filed a prospectus supplement (the “Second Prospectus Supplement”) to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $45.0 million from time to time through the Stifel ATM Agreement. The Company exhausted all sales under both prospectus supplements during 2025, issuing 4,261,384 shares of common stock for $36.4 million in net proceeds, less commissions and expenses. The Company sold 4,547,207 shares under the Stifel ATM Agreement for the year ended December 31, 2024 resulting in net proceeds (less sales commissions and expenses) of $21.4 million. The Stifel ATM Agreement was terminated on May 30, 2025.

Sales Agreement with Jefferies, LLC (Jefferies)

On May 23, 2025, the Company filed a shelf registration statement on Form S-3, which was declared effective on June 4, 2025. On June 5, 2025, the Company entered into an Open Market Sale Agreement with Jefferies (the Jefferies ATM Agreement) to offer and sell the Company’s common stock from time to time in one or more ATM offerings and also filed a prospectus supplement to the base prospectus forming a part of the Company’s shelf registration statement registering $75.0 million of common stock for sale under the Jefferies ATM Agreement. Under the Jefferies ATM Agreement, the Company pays Jefferies a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the agreement. On September 26, 2025, the Company filed a prospectus supplement to the base prospectus forming a part of the Company’s shelf registration statement registering an additional $75.0 million of common stock for sale under the Jefferies ATM Agreement.

On November 28, 2025, the Company filed a new automatic shelf registration statement on Form S-3, which included a new prospectus supplement (the November 2025 Prospectus Supplement) pursuant to which the Company may issue and sell from time to time an additional $150 million of its shares of common stock under the Jefferies ATM Agreement.

During 2025, the Company sold and issued 8,334,211 shares of common stock for $139.6 million in net proceeds (less sales commissions and expenses), under the Jefferies ATM Agreement pursuant to these shelf registration statements and related prospectuses and prospectus supplements. As of December 31, 2025, approximately $142.1 million of the Company’s common stock remained available for issuance and sale pursuant to the November 2025 Prospectus Supplement.

The Company sold an aggregate of 12,595,595 shares under the ATM agreements with Stifel and with Jefferies for the year ended December 31, 2025, resulting in aggregate net proceeds of $176.0 million. The Company sold 4,547,207 shares under the ATM agreement with Stifel for the year ended December 31, 2024 resulting in net proceeds of $21.4 million.

Note 8. Stock-Based Compensation

2020 Omnibus Incentive Plan

The Company maintains the 2020 Omnibus Incentive Plan (the 2020 Plan), under which eligible participants may be awarded various types of stock-based compensation, including stock options, restricted stock awards, and other stock-based and cash-based awards. On April 19, 2024 and May 8, 2025, the shareholders approved increases of 700,000 and 2,500,000 shares, respectively, to the authorized number of shares under the 2020 Plan, bringing the total authorized shares for issuance to 5,000,000. As of December 31, 2025, there were 1,825,729 shares of common stock reserved and available for issuance under the 2020 Plan. Any shares issued under the 2020 Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

Stock Options

Stock options granted under the 2020 Plan must have an exercise price equal to at least the fair market value of the Company’s common stock on the date of grant, become exercisable as established by the Board of Directors or the Compensation Committee, and expire no later than 10 years following the date of grant. The Company recognizes stock-based compensation expense associated with such stock option awards on a straight-line basis over the award’s requisite service period, which is generally 3 years for employees and directors, or upon grant for certain consultants with immediate vesting (unless accelerated in connection with a change in control event under specified conditions as set forth in accordance with provisions of the 2020 Plan).

Stock options issued to the Company’s employees, directors and consultants are summarized as follows for the year ended December 31, 2025:

Net proceeds received from the exercise of stock options are presented as financing activities in the Company’s Statement of Cash Flows. During the year ended December 31, 2025, the Company received approximately $2.4 million of net proceeds from the exercise of stock options. Net proceeds from the exercise of stock options in 2024 were not material.

The weighted-average grant-date fair value per share of the stock options granted for the years ended December 31, 2025 and 2024, was $6.85 and $2.91, respectively. The fair value was determined using the Black-Scholes pricing model, which requires the input of certain assumptions, including the expected term, expected stock price volatility, risk free interest rate, and expected dividend yield. The Company estimates the term over which participants are expected to hold their awards by using the simplified method allowed for “plain-vanilla” stock options. For expected volatility, the Company concluded that historical volatility using a simple average calculation over the award’s expected holding term was appropriate, given insufficient or unreliable implied volatility estimates. For the risk-free interest rate, the Company used U.S. Treasury Note rates maturing at approximately the same time as the award’s expected term. The expected dividend yield is zero, as the Company has not, and does not intend to, declare dividends in the foreseeable future.

The following assumptions were used in the Black-Scholes pricing model to determine the fair value of stock options granted during the years ended December 31, 2025 and 2024:

An aggregate of 19,000 and 64,275 stock options, each with an aggregate grant date fair value of $0.1 million, vested during the years ended December 31, 2025 and 2024, respectively. For each of the years ended December 31, 2025 and 2024, the Company recognized approximately $0.1 million in stock-based compensation expense from stock options. As of December 31, 2025, total unrecognized compensation cost related to option awards was not material.

Common Stock Awards

From time to time, the Company grants equity in the form of common stock issuances to certain consultants and to members of its Board of Directors. The fair value of the shares issued is valued based on the closing market price of the Company’s stock on the date of grant. Stock-based compensation is generally recognized over the respective service period (generally one year) on a straight-lined basis, or immediately for services already rendered.

During the years ended December 31, 2025 and 2024, the Company awarded 26,837 common shares and 89,914 common shares, respectively, to consultants at a weighted average fair value of $13.41 per share and $2.67 per share, respectively. These shares were issued and are not forfeitable. The aggregate grant date fair value of these awards was $0.4 million and $0.2 million during the years ended December 31, 2025 and 2024, respectively, but may in part relate to future services. During December 31, 2025 and 2024, the Company recognized $0.3 million and $0.1 million, respectively, in stock-based compensation expense related to these equity awards. As of December 31, 2025, approximately $0.2 million was recorded under “Prepaid Expense and other current assets” on the Consolidated Balance Sheet and is expected to be recognized over a remaining service period of 0.7 years.

During the year ended December 31, 2024, the Company awarded 85,915 shares of common stock to its directors at a weighted average fair value of $5.82 per share. These shares vested immediately, with an aggregate grant date fair value of $0.5 million vested during the year ended December 31, 2024. During the year ended December 31, 2024, the Company recognized $0.5 million in stock-based compensation related to these director equity awards. The shares awarded to the directors for the year ended December 31, 2024 were settled in January 2025 and reflected under the year ended December 31, 2025 in the Company’s Statement of Stockholders’ Equity. No shares of common stock were awarded to directors during the year ended December 31, 2025.

Restricted Stock Awards

A restricted stock award (RSA) is an award of the Company’s common stock that is legally issued and outstanding. However, it is subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions or, in the case of performance-based restricted stock awards (PSAs, as separately disclosed further below), if certain performance conditions are not met. Stock-based compensation expense related to RSAs is based on the closing market price of the Company’s common stock on the date of grant. The Company recognizes stock-based compensation expense associated with RSAs with only service conditions on a straight-line basis over the award’s requisite service period, which is generally 3 years (unless accelerated in connection with a change in control event under specified conditions as set forth in accordance with provisions of the 2020 Plan).

The following summarizes the Company’s RSA activity (limited to those with only service conditions) for the year ended December 31, 2025:

The weighted-average grant-date fair value per share of RSAs granted for the years ended December 31, 2025 and 2024 was $14.75 and $5.82, respectively. During the year ended December 31, 2025,461,075 RSAs with an aggregate fair value of $6.5 million vested, and the Company withheld 149,025 shares to satisfy tax obligations, resulting in 312,050 net shares issued. During the year ended December 31, 2024,253,425 RSAs with an aggregate fair value of $1.4 million vested, and the Company withheld 100,514 shares to satisfy tax obligations, resulting in 152,911 net shares issued.

In March 2025, the Company accelerated the vesting of 70,710 RSAs in connection with a separation agreement with a former employee, resulting in approximately $0.5 million of stock-based compensation expense, including $0.3 million of incremental fair value. For the years ended December 31, 2025 and 2024, the Company recognized approximately $3.4 million and $1.4 million, respectively, in total stock-based compensation expense from RSAs. As of December 31, 2025, total unrecognized compensation cost related to RSAs was $10.0 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.6 years.

Performance-based Restricted Stock Awards

In 2025, the Company began granting PSAs under the 2020 Plan. A PSA is a restricted stock award that is subject to both service-based and performance-based vesting conditions. Stock-based compensation expense related to PSAs is based on the closing market price of the Company’s common stock on the date of grant and recognized over the period in which the service-based and performance-based conditions are expected to be achieved.

The following summarizes the Company’s PSA activity for the year ended December 31, 2025:

The weighted-average grant-date fair value per share of PSAs granted for the year ended December 31, 2025 was $13.40. During the year ended December 31, 2025, no PSAs vested. For the year ended December 31, 2025, the Company recognized approximately $2.0 million in stock-based compensation expense from PSAs. As of December 31, 2025, total unrecognized compensation cost related to PSAs was $7.2 million, which is expected to be recognized over a remaining weighted-average vesting period of 1.9 years.

In April 2025, the Company granted 300,000 PSAs (the April 2025 PSAs) to certain executives, key employees, and consultants with a related performance condition requiring the successful insertion of the Company’s fuel material coupon samples into the Advanced Test Reactor (ATR) at INL by December 31, 2026 and certification by the Compensation Committee of the Board of Directors. The April 2025 PSAs are also subject to the participant’s continuous service over a three-year period from the grant date. In November 2025, the Company announced the start of irradiation testing of the Company’s enriched uranium-zirconium alloy fuel material coupon samples in the ATR at INL, marking the achievement of the April 2025 PSAs’ performance condition. Therefore, stock-based compensation expense shall continue to be recorded over the remaining service period. During the year ended December 31, 2025, the Company recognized $1.0 million in stock-based compensation expense related to the April 2025 PSAs.

Since August 2025, the Company has also granted 846,226 PSAs to certain executives, directors, and employees, having three specific R&D fuel milestones relating to key technical development and commercialization objectives of the Company’s R&D fuel program and one specific financial milestone. Vesting occurs in unequal tranches depending on which milestone is certified (the Tranche-based PSAs). Each milestone applies only to a separate portion of the Tranche-based PSAs. The respective portions of each tranche will vest upon the later of achievement and Board of Directors or Compensation Committee certification of the performance milestone and is subject to (i) the grantee’s continued service through the certification date and (ii) the grantee having completed at least twelve months of continuous service with the Company as of the performance milestone achievement date. The performance period for achieving these milestones extends from the grant date to December 31, 2028. As of December 31, 2025, management concluded that only certain performance milestones were probable of achievement. During the year ended December 31, 2025, the Company recognized $1.0 million in stock-based compensation expense related to those milestones under the Tranche-based PSAs that were deemed probable of achievement.

Stock-Based Compensation Expense

Total non-cash stock-based compensation expense recorded related to stock options, common stock awards, RSAs and PSAs for the years ended December 31, 2025 and 2024 are as follows (rounded in millions):

The total stock-based compensation expense recorded in R&D and general and administrative expenses in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024 are as follows (rounded in millions):

Note 9. Net Loss Per Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the reporting period, except that it does not include unvested common shares subject to repurchase or cancellation, such as the Company’s RSAs and PSAs. The participants receiving RSAs have all rights as a shareholder with respect to these shares, whether vested or unvested, including, without limitation, rights to vote the shares, receive dividends, etc. The outstanding RSAs and PSAs are included in common stock issued and outstanding, but are considered contingently issuable in the calculation of weighted-average shares outstanding for purposes of calculating basic and diluted earnings per share.

Diluted net loss per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and unvested RSAs and PSAs. For the years ended December 31, 2025 and 2024, there was no difference in the number of shares used to calculate basic and diluted shares outstanding as the inclusion of the potentially dilutive securities would be antidilutive.

The outstanding securities in the table below have been excluded from the computation of diluted weighted shares outstanding for the years noted below, as they would have been anti-dilutive due to the Company’s losses at December 31, 2025 and 2024 and also because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock.

Note 10. Defined Contribution 401K Retirement Plan

The Company has an established 401k retirement plan for its employees. The Company matches employee contributions to the plan 100%, with immediate vesting. The Company contributed approximately $0.3 million to the 401k plan for each of the years ended December 31, 2025 and 2024.

Note 11. Segment Reporting

Operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and assessing performance. The Company has one reportable business segment: nuclear fuel technology. This segment consists of the research and development and commercialization of its nuclear fuel. The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the segment based on net loss as reported on the consolidated statement of operations. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances its nuclear fuel through all the stages of its development and commercialization. In addition, the measure of segment assets is reported on the consolidated balance sheet as total assets.

The CODM uses segment net loss to allocate resources in the annual budget and forecasting process and uses that measure as a basis for evaluating progress toward R&D milestones. The CODM uses cash forecast models in deciding how to invest into the segment. Research and development expenses and general and administrative expenses are included in segment net loss and used to monitor budget versus actual results. Budgeted versus actual results are used in assessing both the performance of the segment and establishing management’s incentive compensation.

The table below summarizes the significant expense categories regularly provided to the CODM for the years ended December 31, 2025 and 2024 (rounded in millions):

Note 12. Subsequent Events

ATM Sales

From January 1, 2026 to February 26, 2026, sales of common stock under the Jefferies ATM Agreement totaled 664,189 shares, which resulted in total net proceeds of approximately $10.9 million.