CENTRUS ENERGY CORP

Current report

Financial Risks

Current report

We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all, and future sales of our common stock, including under our ATM program, or the incurrence of additional debt could dilute our stockholders.

Current report

We intend to continue to make investments to support the growth of our business, including through the expansion of our uranium enrichment and manufacturing capabilities in Piketon, Ohio and Oak Ridge, Tennessee, and through acquisitions, joint ventures, or other strategic transactions. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. To achieve our growth plans and pursue future opportunities, we may need to raise additional funds through the issuance of equity securities or through the incurrence of additional debt. Additional capital may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate additional capital on terms satisfactory to us, our ability to support our business growth and respond to business opportunities and challenges could be significantly impaired and our business, financial condition, and results of operations could be adversely affected.

Current report

We maintain a sales agreement with our sales agents under which we may offer and sell shares of our Class A Common Stock from time to time in “at the market” offerings, up to an aggregate offering price of $1.0 billion. Shares sold under our ATM program are issued pursuant to our automatic shelf registration statement on Form S-3 (File No. 333-291305), which we filed with the SEC on November 6, 2025 and which became effective on November 6, 2025, and pursuant to which we may offer and sell securities, including common stock, preferred stock, and debt securities, from time to time, and we retain broad discretion over how we use any proceeds. Any shares we sell under our ATM program or any future equity offering will dilute the ownership interests of our existing stockholders. Sales of a substantial number of shares, or the market’s expectation that we will make such sales, could also cause the market price of our Class A Common Stock to decline.

Current report

If we incur additional debt, including additional convertible debt, the debt holders would have rights senior to holders of our Class A Common Stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. Furthermore, if we issue additional equity, including pursuant to our shelf registration statement on Form S-3 or in connection with acquisitions or other strategic transactions, our stockholders will experience dilution, and the new securities could have rights, preferences, or privileges senior to those of our Class A Common Stock. Because our decision to raise capital and the means under which we determine to raise such capital in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our common stock and diluting their interests.

Previous report

General Risk Factors

Previous report

We are integrating AI technologies into our operations, including through strategic partnerships, which may present business, compliance, regulatory and reputational risks.

Previous report

We and our business partners are increasingly incorporating AI-driven software tools across various aspects of the Company's operations and business functions, including to streamline workflows and optimize key business processes. While we believe the adoption of AI-driven technologies will enhance our operational efficiency and competitive positioning, these technologies involve significant risks and uncertainties that may not yield corresponding benefits, and may exacerbate other risks. Flaws, biases, errors, misconfigurations or malfunctions in AI-driven systems could result in operational disruptions or could result in unintended, unexpected, or otherwise unforeseen adverse consequences, including data loss, corruption or the generation of outputs that appear correct but are inaccurate or misleading. Such failures could include potential breaches of contracts, security protocols, unauthorized disclosure of sensitive or classified information and noncompliance with applicable governmental and defense-related or third party requirements.

Previous report

In addition, AI technologies could be improperly utilized by our employees or by personnel of our business partners, potentially leading to the unauthorized use or disclosure of confidential, proprietary or classified information or unintended, unexpected, or otherwise unforeseen adverse consequences, which could harm our reputation and expose us to significant legal, regulatory and contractual liability. AI also presents a new attack surface that cyber threat actors may exploit to scale and automate targeted cyberattacks. The regulatory environment governing AI technologies remains uncertain and developments in regulatory frameworks may adversely affect our ability to use AI technologies, subject us to enhanced governmental or regulatory scrutiny, litigation or enforcement actions or require us to make significant changes to our operations. Our reliance on business partners also subjects us to risks associated with each partner’s ability to comply with applicable legal and regulatory requirements and maintain the security and integrity of its systems.

Previous report

If we fail to successfully integrate AI into our business processes or fail to keep pace with rapidly evolving AI technological developments, we may face competitive disadvantages or experience disruptions to our operations or other unintended, unexpected, or otherwise unforeseen adverse consequences. Any of the foregoing risks could have a material adverse effect on our business, reputation, financial condition, results of operations and prospects.