CENTRUS ENERGY CORP
For the period ended Mar 31, 2026. Filed May 6, 2026.
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Mar 31, 2026 · Filed May 6, 2026
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Notes to Conde nsed Consolidated Financial Statements
- BASIS OF PRESENTATION
Basis of Presentation and Principles of Consolidation
The unaudited condensed consolidated financial statements (the “Financial Statements”) of Centrus (the “Company”), which include the accounts of the Company, its principal subsidiary, Enrichment Corp., and its other subsidiaries, as of March 31, 2026, and for the three months ended March 31, 2026, and 2025, have been prepared pursuant to the rules and regulations of the SEC. The unaudited condensed Consolidated Balance Sheet as of December 31, 2025, was derived from audited Consolidated Financial Statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, the Financial Statements reflect all adjustments, including normal recurring adjustments, necessary for a fair statement of the financial results for the interim period. Certain prior year amounts have been reclassified for consistency with the current year presentation. Certain information and notes normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. All material intercompany transactions have been eliminated. The Company’s components of comprehensive income for the three months ended March 31, 2026 and 2025, are insignificant.
Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The Financial Statements should be read in conjunction with the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2025.
Significant Accounting Policies
The accounting policies of the Company are set forth in Note 1, Summary of Significant Accounting Policies, of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There has not been a material change to the Company’s accounting policies since that report.
New Accounting Standards
Accounting Standards Effective in Future Periods
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. This pronouncement is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and early adoption is permitted. The Company is evaluating the impact this pronouncement will have on its Financial Statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832), Accounting for Government Grants Received by Business Entities, to establish authoritative guidance on the accounting for government grants received by business entities. The amendments in this pronouncement establish the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. A grant related to an asset is a government grant, or part of a government grant, that is conditioned on the purchase, construction, or acquisition of an asset (for example, a long-lived asset or inventory). A grant related to income is a government grant, or part of a government grant, other than a grant related to an asset (for example, a grant that reimburses a business entity for operating expenses). This pronouncement is effective for annual reporting periods beginning after December 15, 2028, and for interim periods within those annual periods, and early adoption is permitted. The Company is evaluating the impact this pronouncement will have on its Financial Statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements to clarify the applicability of Topic 270 and the form and content of interim financial statements. The amendments in this pronouncement require entities to disclose material events occurring since the last annual reporting period. This pronouncement is effective for interim periods beginning January 1, 2028, and can be applied on a prospective or retrospective basis. The Company is evaluating the impact this pronouncement will have on its Financial Statements.
- REVENUE AND CONTRACTS WITH CUSTOMERS
Revenue for the LEU segment is derived from the sales of the SWU component of LEU, from sales of both the SWU and uranium components, and from sales of UF 6 and U 3 O 8, to electric utility customers and other nuclear fuel related companies. Technical Solutions revenue is derived from advanced manufacturing and other technical services provided to the U.S. government and private sector customers.
LEU Segment
SWU and uranium revenue is recognized when the customer obtains control of the SWU or uranium components. The SWU component of LEU typically is sold under contracts with deliveries over several years. The Company’s agreements for natural uranium hexafluoride and uranium concentrate sales generally are shorter-term, fixed-commitment contracts. Most ofthe Company’s customer contracts provide for fixed purchases of SWU during a given year. Depending on the terms of specific contracts, the customer may be able to increase or decrease the quantity delivered within an agreed range.
Disaggregation of Revenue
The following table presents revenue from SWU and uranium sales disaggregated by geographical region based on the billing addresses of customers (in millions):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| United States | $17.3 | $51.3 |
| Foreign | 27.3 | — |
| Revenue - SWU and uranium | $44.6 | $51.3 |
Refer to Note 12, Segment Information, for disaggregation of revenue by segment.
Technical Solutions Segment
Revenue for the Technical Solutions segment, representing the Company’s uranium enrichment, advanced manufacturing, and other technical services offered to public and private sector customers, is recognized over time as the performance obligation is satisfied or at the point in time in which each performance obligation is fully satisfied.
The Company’s work on HALEU began under the HALEU Demonstration Contract, signed with the DOE in 2019, to construct a cascade of 16 centrifuges to demonstrate production of HALEU for advanced reactors. Following the HALEU Demonstration Contract, in November 2022, the DOE awarded the HALEU Operation Contract to the Company with an initial base contract value of approximately $150.0 million in two phases through 2024, with three optional periods for up to nine additional years of production beyond the base contract. Those options are at the DOE’s sole discretion and subject to the availability of Congressional appropriations.
In November 2023, the Company announced that it made its first contractual delivery of HALEU to the DOE, completing Phase 1 of the HALEU Operation Contract. As a result of delays in obtaining 5B Cylinders DOE is contractually obligated to provide under the HALEU Operation Contract, Phase 2 of the HALEU Operation Contract was extended through June 2025, when Centrus contractually delivered 900 kilograms of HALEU UF 6 to DOE, completing Phase 2. The fee for the Phase 2 period of performance that was extended beyond November 30, 2024 was not definitized and is subject to negotiation.
On June 17, 2025, the DOE issued an amendment to the HALEU Operation Contract that split the first three-year option period into a first option period of one year (“Option 1a”) and a second option period of two years (“Option 1b”). The amendment established a target cost and fee for Option 1a of approximately $99.3 million and $8.7 million, respectively, and a target cost and fee for Option 1b of $163.5 million and $15.2 million, respectively. In conjunction with the amendment, the DOE exercised Option 1a and extended the period of performance to June 30, 2026. As of March 31, 2026, Option 1a is funded for the contract value of $108.2 million.
Costs under the HALEU Operation Contract include program costs, including direct labor and materials and associated indirect costs that are classified as Cost of Sales, and an allocation of corporate costs supporting the program that are classified as Selling, General and Administrative Expenses. The HALEU Operation Contract is funded incrementally, and as of March 31, 2026, DOE is obligated for costs up to $317.0 million in the aggregate for Phase 1, Phase 2, Option 1a of Phase 3, and the additional scope work. The Company has received aggregate cash payments under the HALEU Operation Contract of $247.8 million through March 31, 2026.
The Company does not have a contractual obligation to perform work in excess of the funding provided by the DOE. If the DOE does not commit to additional costs above the existing funding, the Company may incur material additional costs or losses in future periods that could have an adverse impact on its financial condition and liquidity. The DOE owns any HALEU produced from the demonstration cascade. Pursuant to an amendment to the Company’s lease for the Piketon facility, the DOE assumed all D&D liabilities arising out of the HALEU Operation Contract.
Remaining Performance Obligations
The Company’s remaining performance obligations represent the aggregate amount of the total contract transaction price that is unsatisfied or partially unsatisfied. Performance obligations are recognized as revenue in future periods as work is performed or deliveries of SWU and uranium are made. The Company’s total remaining performance obligations were $0.8 billion and $0.6 billion as of March 31, 2026, and December 31, 2025, respectively, and extend to 2030.
The remaining performance obligations in the LEU segment, primarily related to medium and long-term contracts with fixed commitments, were approximately $0.7 billion and $0.6 billion as of March 31, 2026 and December 31, 2025, respectively, and extend to 2030. The remaining performance obligations represent the estimated aggregate dollar amount of revenue for future SWU and uranium deliveries and include approximately $112.8 million and $131.1 million of Deferred Revenue and Advances from Customers at March 31, 2026, and December 31, 2025, respectively. The remaining performance obligations are partially based on customer estimates of the timing and size of the customers’ fuel requirements and other assumptions that are subject to change. Theremaining performance obligations include estimates of selling prices, which may be subject to change. Depending on the terms of specific contracts, prices may be adjusted based on escalation using a general inflation index, published SWU price indicators prevailing at the time of delivery, and other factors, all of which are variable. The Company uses external composite forecasts of future market prices and inflation rates in its pricing estimates.
The remaining performance obligations in the Technical Solutions segment were approximately $48.1 million and $79.1 million, as of March 31, 2026, and December 31, 2025, respectively, and extend through 2026. The remaining performance obligations in Technical Solutions include both funded (services for which funding has been both authorized and appropriated by the customer) and unfunded (services for which funding has not been appropriated) amounts. The Company does not include unexercised options or potential services under indefinite-delivery, indefinite-quantity agreements in its remaining performance obligations. If any of the Company’s contracts were to be terminated, its remaining performance obligations would be reduced by the expected value of the cancelled performance obligations of such contracts.
Accounts Receivable
The following table presents the components of accounts receivable (in millions):
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Accounts receivable: | ||
| Billed | $22.7 | $19.9 |
| Unbilled * | 19.1 | 10.8 |
| Accounts receivable | $41.8 | $30.7 |
| * Billings under certain contracts in the Technical Solutions segment are invoiced based on approved provisional billing rates. Unbilled revenue represents the difference between actual costs incurred and invoiced amounts. The Company expects to invoice and collect the unbilled amounts after actual rates are submitted to and approved by the customer. Unbilled revenue also includes unconditional rights to payment that are not yet billable under applicable contracts due to timing of invoice processing or pending the compilation of supporting documentation. | ||
Contract Liabilities
The following table presents changes in contract liability balances (in millions):
| March 31, 2026 | December 31, 2025 | Year-To-Date Change | |
|---|---|---|---|
| Deferred revenue - current | $112.8 | $131.1 | $(18.3) |
Previously deferred sales and advances from customers recognized in revenue totaled $18.5 million and $0 in the three months ended March 31, 2026 and 2025, respectively.
- CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table summarizes the Company’s cash, cash equivalents and restricted cash as presented on the Condensed Consolidated Balance Sheets to amounts on the Condensed Consolidated Statements of Cash Flows (in millions):
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Cash and cash equivalents | $1,868.2 | $1,957.2 |
| Deposits for financial assurance - current (a) | 0.2 | 0.2 |
| Deposits for financial assurance - noncurrent | 32.8 | 2.7 |
| Total cash, cash equivalents and restricted cash | $1,901.2 | $1,960.1 |
(a) Deposits for financial assurance - current is included within Other Current Assets in the Condensed Consolidated Balance Sheets.
The Company has $0.1 million denominated in euros as of both March 31, 2026 and December 31, 2025 and recorded $0.3 million in transaction losses in the three months ended March 31, 2026 and $0.1 million in transaction losses in the three months ended March 31, 2025.
The following table provides additional detail regarding the Company’s deposits for financial assurance (in millions):
| March 31, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Current | Long-Term | Current | Long-Term | |
| Escrow | $— | $30.1 | $— | $— |
| Workers Compensation | — | 2.6 | — | 2.6 |
| Other | 0.2 | 0.1 | 0.2 | 0.1 |
| Total deposits for financial assurance | $0.2 | $32.8 | $0.2 | $2.7 |
The Company occasionally deposits cash into escrow accounts for financial assurance according to sales contracts and other contracts. In February 2026, the Company entered into an engineering, procurement and construction (“EPC”) contract with Fluor Federal Services, Inc. (“Fluor”), a third-party contractor, for the commercial expansion and deployment of LEU and HALEU production capability at the American Centrifuge Plant (“ACP”) in Piketon, Ohio.
The Company has provided financial assurance to states in which it was previously self-insured for workers’ compensation in accordance with each state’s requirements in the form of a surety bond or deposit that is fully cash collateralized by the Company. Each surety bond or deposit is subject to reduction and/or cancellation, as each state determines the likely reduction of workers’ compensation obligations pertaining to the period of self-insurance.
- INVENTORIES
Centrus holds uranium at licensed locations (e.g., fabricators) in the form of natural uranium hexafluoride and as the uranium component of LEU in transit to meet book transfer requests by customers and suppliers. Centrus also holds SWU as the SWU component of LEU at licensed locations or in transit to meet book transfer requests by customers and suppliers. Fabricators process LEU into fuel for use in nuclear reactors. Inventories are valued at the lower of cost or net realizable value. The components of the Company’s inventories are as follows (in millions):
| March 31, 2026 · December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| CurrentAssets | CurrentLiabilities (a) | Inventories, Net | CurrentAssets | CurrentLiabilities(a) | Inventories, Net | |
| Separative work units | $30.1 | $10.5 | $19.6 | $21.1 | $17.8 | $3.3 |
| Uranium | 305.9 | 160.3 | 145.6 | 301.8 | 174.9 | 126.9 |
| Total | $336.0 | $170.8 | $165.2 | $322.9 | $192.7 | $130.2 |
(a)This includes inventories owed to suppliers for advances of uranium.
The Company may borrow SWU or uranium from customers, suppliers or fabricators, in which case the Company will record the SWU and/or uranium and the related liability for the borrowing using the projected and forecasted purchase price over the borrowing period.
In the three months ended March 31, 2025, the Company repaid SWU inventory loans borrowed from a customer valued at $26.5 million, by utilizing advances of SWU from the fabricator under an existing optimization agreement. In the three months ended March 31, 2026, the Company repaid $35.8 million of advances of SWU owed to the fabricator related to these SWU inventory loans.
The Company performs quarterly revaluations of Long-Term Inventory Loans reflecting an updated projection of the timing and sources of inventory to be used for repayment. These revaluations were recorded to Cost of Sales and resulted in a decrease to the related liability of $0.6 million and an increase to the related liability of $2.1 million, for the three months ended March 31, 2026 and 2025, respectively.
- INTANGIBLE ASSETS
Intangible assets originated from the Company’s reorganization and application of fresh start accounting as of the date the Company emerged from bankruptcy, September 30, 2014. The intangible asset related to the LEU segment backlog is amortized as the backlog, existing at emergence, is reduced, as a result of deliveries to customers. The intangible asset related to customer relationships is amortized using the straight-line method over the estimated average useful life of 15 years. Amortization expense is presented below gross profit on the Condensed Consolidated Statements of Operations and Comprehensive Income. Intangible asset balances are as follows (in millions):
| March 31, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Amount | Gross Carrying Amount | Accumulated Amortization | Net Amount | |
| Backlog | $54.6 | $51.3 | $3.3 | $54.6 | $50.6 | $4.0 |
| Customer relationships | 68.9 | 52.8 | 16.1 | 68.9 | 51.7 | 17.2 |
| Total | $123.5 | $104.1 | $19.4 | $123.5 | $102.3 | $21.2 |
- DEBT
The principal amounts of our long-term debt consists of thefollowing (in millions):
| Maturity · Interest Rate · March 31, 2026 · December 31, 2025 | ||||
|---|---|---|---|---|
| 2030 | 2.25% | $402.5 | $402.5 | |
| 2032 | 0% | 805.0 | 805.0 | |
| Total | 1,207.5 | 1,207.5 | ||
A summary of interest expense and amortization of debt issuance costs is as follows (in millions):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Contractual interest expense | $2.3 | $2.3 |
| Amortization of debt issuance costs and discount | 1.3 | 0.5 |
| Total interest expense on debt | $3.6 | $2.8 |
Convertible Notes
In November 2024, the Company issued $402.5 million of 2.25% Convertible Notes due 2030 and in August 2025, the Company issued $805.0 million of 0% Convertible Notes due 2032. There are no required principal payments prior to the maturity of the 2.25% Convertible Notes or the 0% Convertible Notes. The 2.25% Convertible Notes bear interest at an annual rate of 2.25%, payable semi-annually in arrears on May 1 and November 1 of each year. The 0% Convertible Notes will not bear regular interest and the principal amount will not accrete.
For calendar quarters in which the Convertible Notes became convertible at the option of the holders, the Company provided notice to the holders of the Convertible Notes that the notes became convertible beginning on the first day of the respective subsequent quarter, and ending at the close of business on the last day of said quarter. As of April 30, 2026, no notes were converted during those periods. Additional terms and conditions of the 2.25% Convertible Notes and 0% Convertible Notes are described in Note 8, Debt, of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
8.25% Notes
Pursuant to a notice of redemption issued on February 24, 2025, on March 26, 2025, the Company redeemed all 8.25% Notes at a redemption price equal to 100% of the $74.3 million aggregate principal amount, together with any accrued and unpaid interest. The Company recorded a gain of $11.8 million related to the extinguishment of the long-term debt. As of both December 31, 2025 and March 31, 2026, none of the 8.25% Notes remained outstanding.
- FAIR VALUE
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value of assets and liabilities, the following hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable:
Level 1 assets include investments with quoted prices in active markets that the Company has the ability to liquidate as of the reporting date.
Level 2 assets include investments in U.S. government agency securities, corporate and municipal debt whose estimates are valued based on observable inputs, other than quoted prices.
Level 3 assets include investments with unobservable inputs, such as third-party valuations, due to little or no market activity.
Financial Instruments Recorded at Fair Value (in millions):
| March 31, 2026 | December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Assets: | ||||||||
| Cash and cash equivalents | $1,868.2 | $— | $— | $1,868.2 | $1,957.2 | $— | $— | $1,957.2 |
| Deferred compensation asset (a) | 0.5 | — | — | 0.5 | 0.5 | — | — | 0.5 |
| Liabilities: | ||||||||
| Deferred compensation obligation (a) | $0.5 | $— | $— | $0.5 | $0.5 | $— | $— | $0.5 |
(a) The deferred compensation obligation represents the balance of deferred compensation plus net investment earnings. The deferred compensation plan is funded through a rabbi trust. Trust funds are invested in mutual funds for which unit prices are quoted in active markets and are classified within Level 1 of the valuation hierarchy.
There were no transfers between Level 1, 2 or 3 during the periods presented.
Other Financial Instruments
As of March 31, 2026, and December 31, 2025, the Condensed Consolidated Balance Sheets carrying amounts for Accounts Receivable, Accounts Payable and Accrued Liabilities (excluding the deferred compensation obligation described above), and Payables under Inventory Purchase Agreements approximate fair value because of their short-term nature.
The carrying value and estimated fair value of long-term debt were as follows (in millions):
| March 31, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Carrying Value | Estimated Fair Value (a) | Carrying Value | Estimated Fair Value (a) | |
| 2.25% Convertible Notes | $391.7(b) | $816.1 | $391.2(c) | $1080.4 |
| 0% Convertible Notes | $784.5(c) | $849.3 | $783.7(c) | $1089.8 |
(a) Estimated fair value is based on bid/ask quotes as of or near the balance sheet date, which are considered Level 2 inputs.
(b)As of March 31, 2026 and December 31, 2025, the carrying value of the 2.25% Convertible Notes is net of $10.8 million and $11.3 million of unamortized debt issuance costs, respectively. Refer to Note 6, Debt.
(c)As of March 31, 2026 and December 31, 2025, the carrying value of the 0% Convertible Notes is net of $20.5 million and $21.3 million of unamortized debt issuance costs, respectively. Refer to Note 6, Debt.
- PENSION AND POSTRETIREMENT HEALTH AND LIFE BENEFITS
The Company provides retirement benefits to certain employees and retirees. The Company has one qualified defined benefit pension plan, one postretirement health and life benefit plan and two nonqualified plans.
The components of net periodic benefit costs (credits) for the defined benefit pension plans were as follows (in millions):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Service costs | $0.1 | $0.1 |
| Interest costs | 0.4 | 0.4 |
| Expected return on plan assets (gains) | (0.5) | (0.5) |
| Net periodic benefit costs (credits) | $— | $— |
The components of net periodic benefit costs for the postretirement health and life benefit plan were as follows (in millions):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Interest costs | $1.1 | $1.1 |
| Net periodic benefit costs | $1.1 | $1.1 |
The Company reports service costs for its defined benefit pension plans and its postretirement health and life benefit plans in Cost of Sales and Selling, General and Administrative Expenses. The remaining components of net periodic benefit costs (credits) are reported as Nonoperating Components of Net Periodic Benefit Loss (Income).
- NET INCOME PER SHARE
Basic net income per share is calculated by dividing net income allocable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. In calculating diluted net income per share, the number of shares is increased by the weighted average number of potential common shares related to stock compensation awards, including restricted stock units, restricted stock, and stock options and shares issuable under convertible notes. No dilutive effect is recognized in a period in which a net loss has occurred.
On November 7, 2024, Centrus issued $402.5 million aggregate principal amount 2.25% Convertible Notes due 2030. On August 18, 2025, Centrus issued $805.0 million aggregate principal amount 0% Convertible Notes due 2032. The dilutive impact of both the 2.25% Convertible Notes and 0% Convertible Notes on the calculation of diluted income per share is considered using the if-converted method. However, because the principal amount of the 2.25% Convertible Notes and 0% Convertible Notes must be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any, of the 2.25% Convertible Notes and 0% Convertible Notes.
The weighted average number of common and common equivalent shares used in the calculation of basic and diluted net income per share are as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Numerator (in millions): | ||
| Net income | $10.0 | $27.2 |
| Denominator (in thousands): | ||
| Average common shares outstanding - basic | 19,773 | 16,982 |
| Potentially dilutive shares related to equity-compensation awards | 46 | 66 |
| Potentially dilutive shares related to 2.25% Convertible Notes | 2,459 | — |
| Potentially dilutive shares related to 0% Convertible Notes | 168 | — |
| Average common shares outstanding - diluted | 22,446 | 17,048 |
| Net income (loss) per share (in dollars): | ||
| Basic | $0.51 | $1.60 |
| Diluted | $0.45 | $1.60 |
- STOCKHOLDERS’ EQUITY
Common Stock Issuance
Pursuant to a sales agreement with its agents, the Company sold through ATM offerings an aggregate of 258,197 shares of its Class A Common Stock at the market price in the three months ended March 31, 2025 for a total of $26.1 million. After expenses and commissions paid to the Agents, the Company’s proceeds totaled $25.4 million in the three months ended March 31, 2025. Additionally, the Company recorded direct costs of $0.1 million in the three months ended March 31, 2025 related to the issuance. As of June 30, 2025, the ATM offering was completed. The Company did not issue any shares of its Class A Common Stock under the ATM offerings in the three months ended March 31, 2026.
The shares of Class A Common Stock were issued pursuant to the Company’s 2023 shelf registration statement on Form S-3 (File No. 333-272984), which was filed with the SEC on June 28, 2023 and became effective on July 10, 2023. This filing was supplemented by prospectus supplements dated February 9, 2024 and May 9, 2025, respectively. Pursuant to this shelf registration statement, the Company may offer and sell up to an aggregate of $200.0 million in securities.
Unless otherwise specified in any prospectus supplement, the Company has used and/or intends to use the net proceeds from the sale of its securities offered under these prospectuses for working capital and general corporate purposes including, but not limited to, capital expenditures, working capital, investment in technology development and deployment, repayment of indebtedness, potential acquisitions and other business opportunities. Pending any specific application, the Company may initially invest funds in short-term marketable securities or apply them to the reduction of indebtedness.
Awards under Equity Incentive Plan
Under the Company’s 2014 Equity Incentive Plan, as amended, participating employees are eligible to receive grants of equity awards such as restricted stock, restricted stock units (“RSUs”), notional stock units and SARs, and other stock-based awards.
In March 2022, 2023, and 2024 and in February 2025, RSUs were granted to participating executives with a vesting period ending in March 2025, 2026, 2027, and 2028, respectively. The RSU awards are time based and payable in shares of the Company’s Class A Common Stock, subject to the Company achieving a threshold level of cumulative net income over the respective vesting period. The grant-date fair value is included in Excess of Capital Over Par Value as the value is amortized over the vesting period.
The Class A Common Stock issued for the 2022-2024 performance period were issued in March 2025. The Class A Common Stock issued for the 2023-2025 performance period were issued in March 2026. Under the terms of the incentive plan, the Company withheld $0.3 million of shares for the shares issued in both March 2025 and March 2026 to fund the tax withholding obligations of the share recipients.
The Company has also issued time-based restricted stock units periodically in connection with onboarding new executive officers.
- COMMITMENTS AND CONTINGENCIES
Commitments under SWU Purchase Agreements
TENEX
The Russian government-owned entity TENEX is a major supplier of SWU to the Company. Under the 2011 TENEX Supply Contract, the Company purchases SWU contained in LEU received from TENEX, and the Company delivers natural uranium hexafluoride to TENEX for the LEU’s uranium component. The LEU that the Company obtains from TENEX is subject to quotas and other restrictions applicable to commercial Russian LEU. Further, the ability of the Company or TENEX to perform under the TENEX Supply Contract is vulnerable to (i) sanctions or restrictions that have been or might be imposed by Russia, the United States, or other countries as a result of the war in Ukraine, or otherwise, (ii) customers and other parties who may object to receiving or handling Russian LEU or SWU, or (iii) suppliers and service providers seeking to limit their involvement with business related to Russia.
The TENEX Supply Contract was originally signed with commitments through 2022 but was modified in 2015 to give the Company the right to reschedule certain original commitments of SWU quantities into the period 2023 and beyond, in return for the purchase of additional SWU quantities in those years. The Company has exercised this right to reschedule SWU quantities in each year through December 31, 2024. As a result of exercising this right, the Company has purchase commitments that could extend to 2028.
The TENEX Supply Contract provides that the Company must pay for all SWU in its minimum purchase obligation each year, even if it fails to submit orders for such SWU. In such a case, the Company would be required to pay for the SWU and required to take the unordered SWU in the following year.
Under the TENEX Supply Contract, pricing terms for SWU are based on a combination of market-related price points and other factors. This formula was subject to an adjustment at the end of 2018 that reduced the unit costs of SWU under this contract in 2019 and for the duration of the contract.
Orano
In 2018, the Company entered into the Orano Supply Agreement with a French state-owned company, Orano Cycle, for the long-term supply of SWU contained in LEU. The Orano Supply Agreement was subsequently assigned by Orano Cycle to its affiliate, Orano CE. Under the amended Orano Supply Agreement, the supply of SWU runs through 2030. The Orano Supply Agreement provides significant flexibility to adjust purchase volumes, subject to annual minimums and maximums in fixed amounts that vary year by year. The pricing for the SWU purchased by the Company is determined by a formula that uses a combination of market-related price points and other factors and is subject to certain floors and ceilings.
Engineering, Procurement and Construction Contract
On February 9, 2026, ACO entered into an EPC contract with Fluor Federal Services, Inc. (“Fluor”), a third-party contractor, for the commercial expansion and deployment of LEU and HALEU production capability at the American Centrifuge Plant (ACP) in Piketon, Ohio. The contract provides for compensation on a time and materials basis at agreed labor rates and extends until the completion of performance.
Under the contract, Fluor’s services will include design, engineering, procurement, construction and construction management, and related services to support full commercial HALEU and LEU operations. Fluor will be paid a reimbursable amount for all costs incurred in connection with the relevant work (such as labor, equipment, materials, and other direct costs), plus other agreed upon margins. ACO will fund the services by establishing a zero-balance and escrow general disbursement account that will be administered in accordance with agreed-upon procedures. ACO will authorize funds incrementally in accordance with stage gates and Fluor’s performance is limited by the authorized funding. The Company has not incurred any costs under the contract and has not deposited any funds into the escrow account. The total price paid to the Contractor will depend on the scope of the services authorized by the ACO, in accordance with the terms of the contract.
The contract may be terminated or suspended by ACO or Fluor for cause, or by ACO for convenience, in which case Fluor is entitled to compensation for services and any applicable fee provided through termination. In the event of cancellation by ACO for reasons other than Fluor’s default, Fluor is also entitled to a cancellation fee in the initial amount of$24.0 million on February 9, 2026, subsequently decreasing by$2.0 million per month until reaching$0.
Milestones Under the 2002 DOE-USEC Agreement
The Company’s predecessor, USEC Inc., and DOE signed the 2002 DOE-USEC Agreement dated June 17, 2002, pursuant to which the parties made long-term commitments directed at resolving issues related to the stability and security of the domestic uranium enrichment industry. This agreement requires Centrus to develop, demonstrate and deploy advanced enrichment technology in accordance with milestones, including the deployment of a commercial American Centrifuge Plant, and provides for remedies in the event of a failure to meet a milestone under certain circumstances, including terminating the agreement, revoking Centrus’ access to DOE’s centrifuge technology that is required for the success of the Company’s ongoing work with the American Centrifuge technology, requiring Centrus to transfer certain rights in the American Centrifuge technology and facilities to DOE, and requiring Centrus to reimburse DOE for certain costs associated with the American Centrifuge technology. The agreement further provides that if a delaying event beyond the control and without the fault or negligence of Centrus occurs that could affect Centrus’ ability to meet the American Centrifuge Plant milestones under the agreement, DOE and the Company will jointly meet to discuss in good faith possible adjustments to the milestones as appropriate to accommodate the delaying event. In 2014, the 2002 DOE-USEC Agreement and other agreements between the Company and DOE were assumed by Centrus subject to an express reservation of all rights, remedies and defenses by DOE and the Company under those agreements. DOE and the Company have agreed that all rights, remedies and defenses of the parties with respect to any missed milestones and all other matters under the 2002 DOE-USEC Agreement continue to be preserved, and that the time limits for each party to respond to any missed milestones continue to be tolled.
Legal Matters
From time to time, the Company is involved in various pending legal proceedings, including the pending legal proceedings described below.
In 1993, USEC-Government entered into a lease for the Paducah and Portsmouth GDPs with the DOE. As part of that lease, DOE and USEC-Government also entered into a memorandum of understanding (“Power MOU”) regarding power purchase agreements between DOE and the providers of power to the GDPs. Under the Power MOU, DOE and USEC-Government agreed upon the allocation of rights and liabilities under the power purchase agreements. In 1998, USEC-Government was privatized and became Enrichment Corp., now a principal subsidiary of the Company. Pursuant to legislation authorizing the privatization, the lease for the GDPs, which included the Power MOU as an Appendix, was transferred to Enrichment Corp., and Enrichment Corp. was given the right to purchase power from DOE. The Paducah GDP was shut down in 2013 and deleased by Enrichment Corp. in 2014. On August 4, 2021, DOE informally informed Enrichment Corp. that the Joppa Power Plant, which had supplied power to the Paducah GDP, was planned to undergo D&D. According to DOE, the power purchase agreement with Electric Energy Inc. requires DOE to pay for a portion of the D&D costs of the Joppa Power Plant, and DOE has asserted that a portion of DOE’s liability is the responsibility of Enrichment Corp. under the Power MOU in the amount of approximately $9.6 million. The Company is assessing DOE’s assertions including whether all or a portion of any such potential liability had been previously settled. The Company has not formed an opinion on the merits of DOE’s claim nor is it able to estimate its potential liability, if any, for such claim and no expense or liability has been accrued.
On May 26, 2019, the Company, Enrichment Corp., and six other DOE contractors who have operated facilities at the Portsmouth GDP (including, in the case of the Company, the American Centrifuge Plant site located on the premises) were named as defendants in a class action complaint filed by Ursula McGlone, Jason McGlone, Julia Dunham, and K.D. and C.D., minor children by and through their parent and natural guardian Julia Dunham (collectively, the “McGlone Plaintiffs”) in the U.S. District Court in the Southern District of Ohio, Eastern Division. The complaint seeks damages for alleged off-site contamination allegedly resulting from activities on the Portsmouth GDP site. The McGlone Plaintiffs are seeking to represent a class of (i) all current or former residents within a seven-mile radius of the Portsmouth GDP site; and (ii) all students and their parents at the Zahn’s Corner Middle School from 1993-present. The complaint was amended on December 10, 2019, and on January 10, 2020 to add additional plaintiffs and new claims. On July 31, 2020, the court granted in part and denied in part the defendants’ motion to dismiss the case. The court dismissed ten of the fifteen claims and allowed the remaining claims to proceed to the next stage of the litigation process. On August 18, 2020, the McGlone Plaintiffs filed a motion for leave to file a third amended complaint and notice of dismissal of three of the individual plaintiffs. On March 18, 2021, the McGlone Plaintiffs filed a motion for leave to file a fourth amended complaint to add new plaintiffs and allegations. On March 19, 2021, the court granted the McGlone Plaintiffs’ motion for leave to amend the complaint to include Price-Anderson Act and eight other state law claims. On May 24, 2021, the Company, Enrichment Corp., and the other defendants filed their motion to dismiss the complaint. On March 31, 2022, the court granted the Company’s motion in part by dismissing claims brought on behalf of the minor children but allowed the other claims to proceed. As such, the discovery stage of litigation is continuing. On April 28, 2022, the Company, Enrichment Corp., and the other defendants filed their answer to the fourth amended complaint. The Company believes that its operations at the Portsmouth GDP site were fully in compliance with the NRC’s regulations. Further, the Company and Enrichment Corp. believe that any such liability should be indemnified under the Price-Anderson Act. The Company and Enrichment Corp. have provided notifications to DOE required to invoke indemnification under the Price-Anderson Act and other contractual provisions.
On June 8, 2022, the Company, Enrichment Corp., and six other DOE contractors who operated facilities at the Portsmouth GDP were named as defendants in a complaint filed by Brad Allen Lykins, as administrator of the estate of Braden Aaron Lee Lykins in the U.S. District Court in the Southern District of Ohio, Eastern Division (the “Lykins Complaint”). In March 2021, Brayden Lykins, who was thirteen years old, passed away from leukemia. The complaint alleges that the defendants released radiation into the environment in violation of the Price-Anderson Act causing Lykins’ death and seeks monetary damages. On August 30, 2022, the Company, Enrichment Corp., and the other defendants filed their answer to the Lykins Complaint. The Company and Enrichment Corp. believe that their operations at the Portsmouth GDP site were fully in compliance with the NRC’s regulations. Further, the Company and Enrichment Corp. believe that any such liability should be indemnified by DOE under the Price-Anderson Act. The Company and Enrichment Corp. have provided notifications to DOE required to invoke indemnification under the Price-Anderson Act and other contractual provisions.
On March 8, 2023, the Company, Enrichment Corp., and six other DOE contractors that operated facilities at the Portsmouth GDP were named as defendants in a complaint filed by Christian Rose in the U.S. District Court in the Southern District of Ohio, Eastern Division (the “Rose Complaint”). Christian Rose was diagnosed with cancer in June 2022. Although Mr. Rose is an adult, he attended the Zahn’s Corner Middle School, which was closed a few years ago due to contamination and is in the vicinity of the plant. The Rose Complaint alleges that the defendants released radiation into the environment in violation of the Price-Anderson Act causing death – even though the plaintiff is still alive – and seeks monetary damages in the nature of past and future medical expenses, pain and suffering and punitive damages, among others. On May 15, 2023, the Company, Enrichment Corp. and the other defendants filed their answers to the Rose Complaint. The Company and Enrichment Corp. believe that their operations at the Portsmouth GDP site were fully in compliance with the NRC’s regulations. Further, the Company and Enrichment Corp. believe that any such liability should be indemnified under the Price-Anderson Act. The Company and Enrichment Corp. have provided notifications to the DOE required to invoke indemnification under the Price-Anderson Act and other contractual provisions.
On November 27, 2023, the Company, Enrichment Corp. and six other DOE contractors who operated facilities at the Portsmouth GDP were named as defendants in a complaint filed by Joshua Shaw in the U.S. District Court in the Southern District of Ohio, Eastern Division (the “Shaw Complaint”). Joshua Shaw was diagnosed with Acute Myeloid Leukemia (“AML”) in August 2008 and after going through chemotherapy continues to experience aftereffects of AML, including anxiety and fatigue. The Shaw Complaint alleges that the defendants released radiation into the environment exposing Mr. Shaw to radiation in violation of the Price-Anderson Act and causing Mr. Shaw’s AML and other injuries. Mr. Shaw seeks monetary damages in the nature of past and future medical expenses for treatment and care, pain and suffering and punitive damages, among others. On February 26, 2024, the Company, Enrichment Corp. and the other defendants filed their motion to dismiss the Shaw Complaint, which was thereafter amended on March 14, 2024. On March 28, 2024, the Company, Enrichment Corp. and the other defendants filed their motion to dismiss the amended Shaw Complaint, and, on May 31, 2024 filed their reply to support their motion to dismiss the amended Shaw Complaint. On March 31, 2025, the Court did not grant the Company’s motion to dismiss the Complaint for being time-barred. On April 14, 2025, the Company, Enrichment Corp., and the other defendants filed their answer to the amended complaint. The Company and Enrichment Corp. believe that their operations at the Portsmouth GDP site were fully in compliance with the NRC’s regulations. Further, the Company and Enrichment Corp. believe that any such liability should be indemnified under the Price-Anderson Act. The Company and Enrichment Corp. have provided notifications to the DOE required to invoke indemnification under the Price-Anderson Act and other contractual provisions.
On November 24, 2025, the Company, Enrichment Corp., and five other DOE contractors who operated facilities at the Portsmouth GDP were named as defendants in a complaint filed by Julia Dunham in the U.S. District Court in the Southern District of Ohio, Eastern Division (“Dunham Complaint”). In November 2015, Cheyenne Dunham, who was nineteen years old, passed away due to complications following a bone marrow transplant. The complaint alleges that the defendants released radiation into the environment in violation of the Price-Anderson Act causing Ms. Dunham’s death and seeks monetary damages. On March 23, 2026, the Company, Enrichment Corp. and the other defendants filed their motion to dismiss the Dunham Complaint, which motion is now pending. The Company and Enrichment Corp. believe that their operations at the Portsmouth GDP site were fully in compliance with the NRC’s regulations. Further, the Company and Enrichment Corp. believe that any such liability should be indemnified by DOE under the Price-Anderson Act. The Company and Enrichment Corp. have provided notifications to the DOE required to invoke indemnification under the Price-Anderson Act and other contractual provisions.
Centrus is subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, Centrus does not believe that the outcome of any of these legal matters, individually and in the aggregate, will have a material adverse effect on its cash flows, results of operations, or consolidated financial condition.
- SEGMENT INFORMATION
Gross profit is the Company’s measure for segment reporting. Total revenues for each of the Company’s business segments in the following tables exclude intersegment sales as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment. Sales between segments are recorded as if the sales were to third parties, that is, at contractual or market prices at the time of the sale. Such intercompany operating income is eliminated in consolidation, so that the Company’s total sales and total operating income reflect only those transactions with external customers. Refer to Note 2, Revenue and Contracts with Customers, for additional details on revenue for each segment. The following table presents the Company’s segment information (in millions):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Revenue | ||
| LEU segment: | ||
| Separative work units | $41.6 | $51.3 |
| Uranium | 3.0 | — |
| Intersegment revenue, eliminated on consolidation | 6.8 | — |
| Total | 51.4 | 51.3 |
| Technical Solutions segment | 32.1 | 21.8 |
| Total | 83.5 | 73.1 |
| Elimination of intersegment revenue | (6.8) | — |
| Total revenue | $76.7 | $73.1 |
| Cost of Sales | ||
| LEU segment: | ||
| Separative work units and uranium | $16.7 | $20.1 |
| Intersegment cost of sales, eliminated on consolidation | 4.6 | — |
| Total | 21.3 | 20.1 |
| Technical Solutions segment | 28.5 | 20.1 |
| Total | 49.8 | 40.2 |
| Elimination of intersegment cost of sales | (4.6) | — |
| Total cost of sales | $45.2 | $40.2 |
| Segment Gross Profit | ||
| LEU segment: | ||
| LEU segment | $27.9 | $31.2 |
| Intersegment gross profit (loss), eliminated on consolidation | 2.2 | — |
| Total | 30.1 | 31.2 |
| Technical Solutions segment: | ||
| Technical Solutions | 3.6 | 1.7 |
| Total | 3.6 | 1.7 |
| Elimination of intersegment gross profit (loss) | (2.2) | — |
| Gross profit | $31.5 | $32.9 |
| Reconciliation to Income before income taxes | ||
| Advanced technology costs | $18.9 | $3.0 |
| Selling, general and administrative | 10.0 | 8.3 |
| Amortization of intangible assets | 1.8 | 1.1 |
| Nonoperating components of net periodic benefit loss | 1.0 | 0.9 |
| Interest expense | 4.0 | 3.4 |
| Investment income | (17.0) | (7.3) |
| Extinguishment of long-term debt | — | (11.8) |
| Other expense, net | 0.3 | 0.1 |
| Income before income taxes | $12.5 | $35.2 |
The Company’s total assets are not presented for each reportable segment as they are not reviewed by, nor otherwise regularly provided to the chief operating decision maker (“CODM”), the CEO. The CODM uses revenue, cost of sales and gross profit to allocate resources (including personnel and financial or capital resources) for each segment, predominantly in the annual budget and quarterly financial review and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis using revenue, cost of sales and gross profit when making decisions about allocating capital and personnel to the segments. Centrus’ long-term or long-lived assets, which include property, plant and equipment and other assets reported on the Condensed Consolidated Balance Sheet, were located in the United States as of March 31, 2026 and December 31, 2025.
Revenue from Major Customers (10% or More of Total Revenue)
In the three months ended March 31, 2026, three customers in the LEU segment individually represented $18.5 million, $14.2 million, and $8.8 million of revenue, respectively. One customer in the Technical Solutions segment individually represented $31.5 million of revenue in the three months ended March 31, 2026.
In the three months ended March 31, 2025, one customer in the LEU segment individually represented $47.6 million of revenue and one customer in the Technical Solutions segment individually represented $21.7 million of revenue.
- GOVERNMENT INCENTIVES
On January 5, 2026, the DOE announced that Centrus subsidiary, ACO, was awarded a $900.0 million task order to expand its uranium enrichment facility in Piketon, Ohio, to include commercial-scale production of HALEU. The award also includes options, at the DOE’s discretion, for up to $170.0 million to produce and deliver HALEU to the DOE. The task order is subject to negotiation of a definitive agreement and there are no guarantees about whether or when funding by the DOE for such expansion would be awarded.
- SUBSEQUENT EVENT
In April 2026, Centrus announced that it has selected Geiger Brothers, Inc. (“Geiger Brothers”) as the construction contractor for the expansion of our uranium enrichment capacity in Piketon, Ohio. Fluor is serving as the project’s EPC contractor, while Geiger Brothers will conduct the on-the-ground construction work in Ohio.
The contract provides for compensation on a time and materials basis at agreed labor rates with a performance period through January 2031. The total price paid to the Geiger Brothers will depend on the scope of the services authorized by the Company in accordance with the terms of the contract.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.