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Standard Nuclear, Inc.

For the period ended Jun 30, 2026. Filed Aug 27, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 27, 2026

STDN$12.16+5.7%Stored close · as of Nov 6, 2026
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Notes to the Unaudited Condensed Consolidated Financial Statements

  1. Basis of Presentation and Principles of Consolidation

The Unaudited Condensed Consolidated Financial Statements of Standard Nuclear, Inc. (the “Company”), which include the accounts of the Company and its wholly-owned subsidiary, Standard Property Holdings I, LLC, as of June 30, 2026, and for the three and six months ended June 30, 2026 and 2025, have been prepared pursuant to the rules and regulations of the SEC. The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and, therefore, do not include all information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The 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. All material intercompany transactions have been eliminated. The accompanying Condensed Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern. Historically, the Company has incurred significant losses from operations and negative operating cash flows. Management believes that the Company's current cash on hand, together with the net proceeds received from its IPO, completed in July 2026 (see Note 14, Subsequent Events), will be sufficient to fund the Company's operations and meet its obligations for at least the twelve months from the date of issuance of these financial statements.

Operating results for the three months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The Unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 2025 included in the Registration Statement.

Significant Accounting Policies

The accounting policies of the Company are set forth in Note 2, Summary of Significant Accounting Policies, of the Company’s audited Consolidated Financial Statements for the year ended December 31, 2025, included in the Registration Statement. There has not been a material change to the Company’s accounting policies since that report, except as noted below.

Deferred Transaction Costs

Deferred Transaction costs consist of specific incremental legal, accounting and other direct third-party costs directly attributable to the Company’s IPO. Deferred transaction costs were $2.1 million as of June 30, 2026. Deferred transaction costs as of December 31, 2025 werenot significant. Upon completion of the IPO in July 2026, subsequent to June 30, 2026, these deferred transaction costs were reclassified as a reduction of the gross proceeds of the offering within additional paid-in capital. See Note 14, Subsequent Events, for additional discussion.

Stock Split

On July 6, 2026, the Company effected a 2-for-1 stock split of its capital stock. All share, per-share, and related information for all periods presented — including shares underlying equity awards and applicable exercise prices, and shares issuable upon conversion of preferred stock — has been retrospectively adjusted to reflect the stock split. The par value per share remained $0.00001. The stock split did not affect total stockholders' deficit.

  1. Bases of Presentation and Principles of Consolidation(cont.)

Accounting Pronouncements Recently Issued or Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses(“ASU 2024-03”). ASU 2024-03 requires additional footnote disclosure of the details of certain income statement expense line items as well as additional disclosure about selling expenses. This standard is effective for fiscal years beginning after December 15, 2026, and early adoption is permitted. The guidance is to be applied prospectively, with the option for retrospective application. The Company is currently evaluating the impact the adoption of this standard will have on its disclosures.

  1. Revenue Recognition

The Company recognizes revenue at a point in time or over time consistent with how it satisfies its performance obligations and transfers control to its customers.

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of promised goods or services transfers to the customer in an amount reflecting the consideration the Company expects to receive. The Company's revenue recognition policies are consistent with those described in Note 2, Summary of Significant Accounting Policies, to the audited consolidated financial statements included in the Company's Registration Statement, except as described below with respect to product revenue, which the Company began recognizing during the three months ended June 30, 2026.

Services Revenue

The Company provides fuel development, engineering, testing, and other technical services under contracts structured as time-and-materials or fixed-price, milestone-based arrangements. These services are typically accounted for as a single performance obligation satisfied over time. The Company measures progress using a cost-to-cost input method, except for time-and-materials arrangements, for which it applies the right-to-invoice practical expedient under ASC 606-10-55-18.

Product Revenue

The Company also generates revenue from the sale of TRISO fuel and related products under contracts that represent distinct performance obligations satisfied at a point in time. The Company recognizes revenue from product sales at the point in time at which control of the product transfers to the customer, which generally occurs upon shipment or delivery of the product to the customer, or over time as the product is produced, in accordance with the terms specified in the applicable customer contract.

A receivable is recorded when the Company has an unconditional right to receive payment based on the satisfaction of performance obligations. The Company’s unbilled contract assets are recorded when revenue has been recognized for performance obligations for which the Company does not yet have an unconditional right to payment because contractual billing conditions remain unsatisfied. Accounts receivable and unbilled contract assets consist of the following:

June 30, 2026December 31, 2025
Accounts receivable$7,635,277$2,090,087
Unbilled accounts receivable48,037—
Unbilled contract assets445,503201,582
Accounts receivable and contract assets, net$8,128,817$2,291,669
  1. Revenue Recognition(cont.)

The Company receives payments from customers based on billing schedules, as established in its contracts. Deferred revenue relates to payments received in advance of performance under the contract and is recognized as revenue as, or when, the related performance obligations are satisfied.

Deferred revenue was $4.0 million and $1.1 million at June 30, 2026 and December 31, 2025, respectively. Revenue recognized during the six months ended June 30, 2026 that was included in deferred revenue at December 31, 2025, was$1.0 million. The increase in unbilled contract assets was primarily due to additional amounts recognized in revenue in advance of billing. Deferred revenue increased due to advance billings and customer payments received under new and ongoing contracts.

Customer Owned Material

The Company provides TRISO fabrication services where it converts customers’ uranium feedstock into TRISO fuel at its facility in Oak Ridge, Tennessee. Under these arrangements, customers deliver uranium feedstock to the Company several months in advance for processing and fabrication into TRISO fuel that it returns to the customer upon completion.

In accordance with ASC 330, Inventory, the Company does not recognize customer-supplied uranium feedstock or work-in-process TRISO fuel as inventory on its balance sheet. Title to both the feedstock and the resulting TRISO fuel remains with the customer or the applicable government authority at all times; no title passes to the Company at any point during receipt, processing, or delivery.

The Company maintains a custodial memorandum ledger to track the receipt, processing stage, and disposition of all customer-owned nuclear material held at its facility. This material is not included in the Company's inventory or total assets.

Disaggregated Revenue

The Company’s revenues disaggregated by revenue type are as follows:

Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
Product revenue$3,100,000$—$3,101,741$—
Fixed price contracts1,628,442171,1842,220,503242,051
Time and materials contracts7,349381,7557,349688,814
Total$4,735,791$552,939$5,329,593$930,865
  1. Revenue Recognition(cont.)

The Company’s revenue disaggregated by geographic region are as follows:

Three Months EndedJune 30, 2026Three Months EndedJune 30, 2025Six Months EndedJune 30, 2026Six Months EndedJune 30, 2025
United States$4,711,632$552,939$5,187,945$930,865
France4,409—121,898—
Canada19,750—19,750—
Total$4,735,791$552,939$5,329,593$930,865

The Company has elected the practical expedient in ASC 606-10-50-14 that exempts it from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. The Company has also elected the practical expedient in ASC 606-10-55-18 that allows revenue to be recognized in the amount to which the Company has the right to invoice when that amount corresponds directly with the value transferred to the customer. Accordingly, the Company has not disclosed the value of remaining performance obligations for contracts qualifying for those practical expedients.

Significant Customers

For the three and six months ended June 30, 2026 and 2025, customers that each accounted for more than 10% of total revenue were as follows (in millions):

Three Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Customer A$3.2$0.1$3.4$0.1
Customer B—0.4—0.7
Customer C1.0—1.0—

Allowance for Credit Losses

The Company accounts for expected credit losses on financial assets in accordance with ASC 326, Financial Instruments — Credit Losses. The Company’s methodology for estimating expected credit losses is consistent with that described in the audited Consolidated Financial Statements annual financial statements for the year ended December 31, 2025 included in the Registration Statement. In developing its estimate, the Company considers historical credit loss experience, the aging of receivables, customer-specific facts and circumstances, current economic conditions, and reasonable and supportable forecasts of future collectability.

As of June 30, 2026 and December 31, 2025, the Company concluded that expected credit losses were not material based on the composition of its customer base, historical collection experience, the short-term nature of the receivables, and the absence of significant collection issues. Accordingly, no allowance for credit losses was recorded as of June 30, 2026 and December 31, 2025.

  1. Property and Equipment, net

Property and equipment, net consisted of the following:

June 30, 2026December 31, 2025
Machinery and equipment$16,798,233$8,030,173
Land1,442,3381,267,338
Building and improvements813,967814,893
Asset Retirement Obligation Asset673,000673,000
IT and office equipment460,819182,556
Construction-in-progress12,058,9851,933,087
Total property and equipment, gross32,247,34212,901,047
Accumulated depreciation(872,304)(273,423)
Total property and equipment, net$31,375,038$12,627,624

Depreciation expense recognized for the three months ended June 30, 2026 was $0.4 million and was insignificant for the three months ended June 30, 2025. Depreciation expense recognized for the six months ended June 30, 2026 and 2025 was $0.6 million and $0.1 million, respectively. Depreciation expense is included within cost of revenue in the Consolidated Statements of Operations. Construction-in-progress is primarily comprised of building and building improvement construction not yet placed-in-service.

On July 21, 2026, Standard Property Holdings I, LLC completed the acquisition of real property located at 100 Europia Avenue, Oak Ridge, Tennessee. See Note 14, Subsequent Events.

  1. Equity Method Investment

On September 16, 2025, the Company and Framatome formed Standard Nuclear x Framatome LLC (the “Joint Venture”), a Delaware limited liability company, with the purpose of establishing a facility on Framatome’s U.S. NRC -licensed site in Richland, Washington to manufacture and commercialize TRISO, Fully Ceramic Microencapsulated fuel (“FCM”), and other TRISO-based advanced fuel products.

Pursuant to the Joint Venture’s LLC Operating Agreement, the Company agreed to contribute cash of $66,667 in exchange for a 66.667% membership interest and Framatome agreed to contribute cash of $33,333 in exchange for a 33.333% membership interest. In addition to the initial capital contributions, the Company will provide intellectual property licensing related to advanced fuel product technology and manufacturing know-how and to lease specialized fuel-manufacturing equipment to the Joint Venture. Framatome has agreed to provide access to its Richland site physical plant space and licensed nuclear infrastructure, to lease its specialty fuel building to the Joint Venture, and to license its manufacturing and operational expertise.

As of June 30, 2026 and December 31, 2025, the carrying amount of the Company’s equity method investment in Standard Nuclear x Framatome LLC was $2.5 million and $1.1 million, respectively. During the three and six months ended June 30, 2026, the Company made $1.4 million of additional contributions to the Joint Venture. The Company’s share of the Joint Venture net gain or loss was not material. The Joint Venture remained in its pre-operational phase as of June 30, 2026, and had not commenced commercial production or generated revenue. The Company reevaluated its accounting conclusions related to the Joint Venture during the three months ended June 30, 2026, and determined that the Joint Venture continues to be accounted for under the equity method and continues to be a VIE for which the Company is not the primary beneficiary. As of June 30, 2026, the Company’s maximum exposure to loss was approximately $2.5 million, consisting of the carrying

Notes to the Unaudited Condensed Consolidated Consolidated Financial Statement

  1. Equity Method Investments(cont.)

amount of its investment and any contractual funding commitments under the Joint Venture’s LLC Operating Agreement, and the Company has not provided any credit enhancements or other forms of financial support to the Joint Venture beyond those described above.

  1. Fair Value Measurements

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the Consolidated Balance Sheets, primarily due to their short-term nature.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and consideration of factors specific to the asset or liability. Changes in assumptions or in market conditions could significantly affect the estimates. The Company determines whether transfers have occurred between levels in the fair value hierarchy by reassessing the inputs used in determining fair value at the end of each reporting period.

As of June 30, 2026 and December 31, 2025, the Company hadno liabilities measured at fair value on a recurring basis. During the six months ended June 30, 2025, the Company’s SAFE Notes were converted to temporary equity and, accordingly, no SAFE liability remained outstanding as of June 30, 2026. As a result, the Company recordedno fair value adjustment related to SAFE Notes during the six months ended June 30, 2026. There were no transfers between levels of the fair value hierarchy during the six months ended June 30, 2026.

  1. Fair Value Measurements (cont.)

The Company’s SAFE Notes were classified within Level 3 of the fair value hierarchy as their valuation incorporated significant unobservable inputs and relied on Company-specific assumptions. Subsequent changes in fair value of the SAFE Notes represented the movement in the fair value for SAFE Notes at each balance sheet date and were reported in other expense on the Consolidated Statements of Operations. During the six months ended June 30, 2026 and 2025, the Company recorded a change in the fair value of SAFE Notes of $0 and $7.7 million, respectively.

Amount
Level 3 Rollforward – SAFE Notes
Ending balance, December 31, 2024$57,619,980
Additional proceeds received1,508,020
Balance refunded(1,000,000)
Gain on extinguishment of debt(853,000)
Fair value adjustment during the period7,725,000
Balance reclassified to Mezzanine Equity during the period(65,000,000)
Ending balance, June 30, 2025$—
  1. Commitments and Contingencies

Indemnification

In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representation, failure to perform, or claims and losses arising from certain events as outlined within the particular contract. The Company has also entered into indemnification agreements with certain of its officers and directors.

The Company’s maximum exposure under such indemnities is unknown and has not been estimated, as this would involve future claims that may be made against the Company that have not occurred. To date, the Company hasnot made any payments related to these indemnities and believes the risk of material obligations under these indemnities to be remote. Accordingly, the Company hasnot accrued any liabilities related to such indemnification obligations in the Consolidated Financial Statements.

Legal Matters

From time to time, the Company may become involved in certain legal proceedings and claims incidental to the normal course of its business. As of June 30, 2026, and December 31, 2025, management was not aware of any pending or threatened litigation that could have a material adverse effect on the Consolidated Financial Statements.

  1. Redeemable Preferred Stock

The Company has issued redeemable convertible preferred stock in four series: Series Seed, Series Seed-1, Series A, and Series A-2. Except as described below, there were no material changes during the three and six months ended June 30, 2026 to the rights, preferences, privileges, or liquidation provisions of the Company's redeemable convertible preferred stock from those disclosed in Note 8, Redeemable Preferred Stock, to the audited Consolidated Financial Statements for the year ended December 31, 2025.

  1. Redeemable Preferred Stock(cont.)

Issuance of Series SEED Preferred Stock

On February 13, 2025, the Company issued 9,999,994 shares of Series Seed preferred stock at a purchase price of $1.00 per share to certain investors for aggregate proceeds of approximately $10,000,000. The proceeds included the application of $2.5 million previously recorded as Short-term Cash Advance and Short-term Cash Advance from Related Party on the Company’s Consolidated Balance Sheet at December 31, 2024.

SAFE Settlement for Series Seed-1 Preferred Stock

On February 13, 2025, the Company settled the SAFE instruments through conversion into shares of Series Seed-1 Preferred Stock. Pursuant to the financing, the Company issued and sold preferred stock at a fixed pre-money valuation to the SAFE investors. The SAFE instruments automatically converted into 65,000,000 shares of Series Seed-1 Preferred Stock at a purchase price of $0.50 per share. Additionally, one investor requested a rescission of their $1.0 million investment in the SAFE instruments, and the Company issued a refund to the investor in January 2025. Refer to Note 10, Related Party Transactions-SAFE Notes, in the audited Consolidated Financial Statements for the year ended December 31, 2025 included in the Registration Statement, for additional discussion.

Series A Funding

On August 14, 2025, the Company entered into a Series A Preferred Stock Purchase Agreement, pursuant to which it issued 26,948,464 shares of Series A Preferred Stock at a purchase price of $2.5976 per share, resulting in aggregate gross proceeds of approximately $70.0 million. The Company intends to use the proceeds from this financing to expand annual TRISO production.

Series A-2 Preferred Stock Financing

On January 23, 2026, the Company entered into a Series A-2 Preferred Stock Purchase Agreement pursuant to which it issued 14,193,030 shares of Series A-2 redeemable convertible preferred stock at a purchase price of $4.932 per share for aggregate gross proceeds of approximately $70.0 million. The Company intends to use the proceeds primarily to expand annual TRISO production.

Other Terms

Except as provided by law or by the Company’s certificate of incorporation, holders of redeemable convertible preferred stock are entitled to vote together with holders of common stock as a single class on an as-converted basis. Except as described above, the voting, dividend, conversion, liquidation, and protective provisions of the Company's redeemable convertible preferred stock were unchanged during the three and six months ended June 30, 2026, from those disclosed in the audited annual financial statements for the year ended December 31, 2025. No dividends were declared during the three and six months ended June 30, 2026. As of June 30, 2026, each share of redeemable convertible preferred stock was convertible intoone share of Class A common stock, subject to customary anti-dilution adjustments.

Because the 2-for-1 stock split effected July 6, 2026 applied proportionately to all classes of the Company's capital stock, the conversion ratio of each series of redeemable convertible preferred stock into Class A common stock was not adjusted as a result of the split.

  1. Redeemable Preferred Stock(cont.)

Classification

The Company classifies its redeemable convertible preferred stock outside of permanent equity as mezzanine equity on the condensed consolidated balance sheets. Management evaluated the redeemable convertible preferred stock under ASC 480, ASC 815-40, and ASC 480-10-S99-3A, and concluded that liability classification is not required. Because the redeemable convertible preferred stock includes liquidation and deemed liquidation features that may require settlement in circumstances not solely within the Company's control, the shares are presented in temporary equity. The carrying amount of the redeemable convertible preferred stock was subject to adjustment to its redemption value when and if such adjustment became required.

A summary of the Company’s preferred stock was as follows:

As of June 30, 2026
Preferred StockSharesAuthorizedSharesIssued andOutstandingCarryingAmountAggregateLiquidationPreference
Series Seed9,999,9949,999,994$9,999,994$9,999,994
Series Seed-165,000,00065,000,00065,000,00065,000,000
Series A26,948,46426,948,46469,999,98369,999,983
Series A-214,193,03014,193,03070,000,02070,000,020
Total116,141,488116,141,488$214,999,997$214,999,997
As of December 31, 2025
Preferred StockSharesAuthorizedSharesIssued andOutstandingCarryingAmountAggregateLiquidationPreference
Series Seed9,999,9949,999,994$9,999,994$9,999,994
Series Seed-165,000,00065,000,00065,000,00065,000,000
Series A26,948,46426,948,46469,999,98369,999,983
Total101,948,458101,948,458$144,999,977$144,999,977
  1. Stockholders’ Equity

All share amounts have been retrospectively adjusted to reflect the stock split described in Note 1, Basis of Presentation and Principles of Consolidation.

The Company’s authorized capital stock consists of Class A common stock, Class B common stock and preferred stock. As of June 30, 2026, the Company was authorized to issue 175,000,000 shares of Class A common stock,35,615,000 shares of Class B common stock and 116,141,488 shares of preferred stock, each with a par value of $0.00001 per share. As of June 30, 2026, there were 14,504,000 shares of Class A common stock and 13,630,998 shares of Class B common stock issued and outstanding.

The rights, preferences and privileges of the Company’s Class A common stock, Class B common stock and preferred stock are described in Note 9, Stockholders’ Equity, to the audited Consolidated Financial Statements for the year ended December 31, 2025. There were no material changes to the rights, preferences or privileges of the Company’s capital stock during the three and six months ended June 30, 2026.

Subject to the rights of the holders of preferred stock, holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, unless otherwise required by law or the Company’s certificate of incorporation. Each holder of Class A common stock is entitled toone vote per share, and each holder of Class B common stock is entitled toten votes per share. See Note 14, Subsequent Events, for a description of changes to the Company's dual-class voting and conversion structure that became effective in connection with the IPO.

Each share of Class B common stock is convertible at the option of the holder at any time intoone share of Class A common stock. Each share of Class B common stock will also automatically convert intoone share of Class A common stock upon (i) the approval of holders of a majority of the outstanding shares of Class B common stock or (ii) a non-permitted sale, assignment or transfer of such share.

Subject to the preferential rights of any outstanding series of preferred stock, holders of Class A common stock and Class B common stock are entitled to share equally, on a per-share basis, in any dividends declared by the Board of Directors from legally available funds. In the event of any liquidation, dissolution or winding up of the Company, after payment of all debts and subject to the preferential rights of any outstanding series of preferred stock, the holders of Class A common stock and Class B common stock are entitled to share ratably, on a per-share basis, in the remaining assets of the Company available for distribution. The common stock is not redeemable at the option of the holder.

During the three and six months ended June 30, 2026, the Company issued 134,998 shares of Class B common stock from exercises of stock options. During the three and six months ended June 30, 2025, the Company didnot issue any shares of common stock. The Company didnot declare or pay any dividends during the three and six months ended June 30, 2026 and 2025.

On July 16, 2026, the Company completed its IPO of 10.0 million shares of Class A common stock at a public offering price of $15.00 per share. The offering resulted in estimated net proceeds to the Company of approximately $137.7 million, after deducting underwriting discounts and commissions and offering expenses. See Note 14, Subsequent Events, for additional discussion.

  1. Related Party Transactions

SAFE Notes

During the fourth quarter of 2024, the Company received $33.5 million in funding commitments from various investors pursuant to SAFE Notes, including related parties through one Company executive who exerts significant influence over certain SAFE investors. The related party SAFE investors are entities affiliated with a member of the Company’s Board of Directors who also served as CEO Director. The SAFE Notes were classified as liabilities and remeasured to fair value at each reporting period.

On February 13, 2025, the Company completed its Series Seed Preferred Stock equity financing, which triggered the automatic conversion of all outstanding SAFE Notes. The related party SAFE Notes converted into shares of Series Seed-1 Preferred Stock on the same terms and conditions as all other SAFE investors, including the same valuation cap of $20.0 million and discount rate of 50%. The conversion was effected at a price of $0.50 per share, and the related-party SAFEs converted into an aggregate of 9,850,000 shares of Series Seed-1 Preferred Stock. Refer to Note 7, Redeemable Preferred Stock, for further discussion of the conversion mechanics and the remeasurement of SAFE liabilities to fair value at the conversion date.

As of June 30, 2026 and December 31, 2025, no SAFE Notes remained outstanding to related parties or otherwise. The remeasurement gain recognized in the Consolidated Statements of Operations for the period from January 1, 2025, through the conversion date attributable to the related-party SAFE Notes was $853,000. This amount was recognized as a gain on debt extinguishment as a result of the rescission.

Advances from Related Parties

During 2024, the Company received non-interest-bearing cash advances from Decisive Point — Standard Nuclear II, a related party. As the advances were non-interest-bearing, the amount payable equaled the amount received.

In connection with the Series Seed Preferred Stock financing, on February 13, 2025, the Company reclassified a short-term cash advance of $1,263,500 from a related party, Decisive Point — Standard Nuclear II, together with a separate non-related-party short-term cash advance of $1,231,333, from liabilities to equity. The total reclassification of $2,494,833 was applied as additional consideration for Series Seed preferred equity. As of June 30, 2026 and December 31, 2025, no short-term cash advance liabilities remained outstanding.

Professional Services Agreement

During the second quarter of 2026, the Company approved a professional services agreement with a related party, who is the spouse of an officer, and at the time also a Company director, to provide project and schedule management support services for the Company’s manufacturing operations. The agreement has a performance period from April 1, 2026 through June 30, 2026 and provides for compensation of $13,600 per month, plus reimbursement of certain pre-approved expenses. The Company reported $40,800 of consulting expenses for the three and six months ended June 30, 2026.

Related-Party Participation in Equity Financings

In connection with the Series Seed Preferred Stock financing that closed on February 13, 2025, related-party SAFE investors received an aggregate of 9,850,000 shares of Series Seed-1 Preferred Stock upon automatic conversion of their SAFE Notes, as described above. The conversion terms were identical to those applicable to all other SAFE investors.

On August 14, 2025, the Company completed its Series A Preferred Stock financing, issuing 26,948,464 shares of Series A Preferred Stock at $2.5976 per share for aggregate gross proceeds of approximately $70.0 million. Two entities within the Decisive Point affiliated group participated in the Series A Preferred Stock Financing on the same terms and conditions as all unrelated investors.

The related-party Series A investment of approximately $8.8 million represents 12.6% of the total $70.0 million Series A round. Both entities purchased Series A Preferred Stock at the same price per share ($2.5976), with the same rights, preferences, privileges, and restrictions as all other Series A investors, as set forth in the Series A Preferred Stock Purchase Agreement dated August 14, 2025.

On January 23, 2026, the Company completed its Series A-2 Preferred Stock financing, issuing 14,193,030 shares of Series A-2 Preferred Stock at $4.932 per share for aggregate gross proceeds of approximately $70.0 million. Two entities within the Decisive Point affiliated group participated in the Series A-2 Preferred Stock Financing on the same terms and conditions as all unrelated investors.

The related-party Series A-2 investment of approximately $5.0 million represents 7.1% of the total Series A-2 Preferred Stock round. Both entities purchased Series A-2 Preferred Stock at the same price per share ($4.932), with the same rights, preferences, privileges, and restrictions as all other Series A-2 investors, as set forth in the Series A-2 Preferred Stock Purchase Agreement dated January 23, 2026.

Standard Nuclear x Framatome LLC

The Joint Venture is a related party of the Company. Under the Joint Venture's LLC Operating Agreement, the Company licenses intellectual property related to advanced fuel product technology and manufacturing know-how to the Joint Venture and leases specialized fuel-manufacturing equipment to the Joint Venture. During the three and six months ended June 30, 2026 and 2025, the Company didnot recognize any license income or equipment lease income from the Joint Venture. As of June 30, 2026 and December 31, 2025, $0.9 million and $0 million, respectively, were due to the Joint Venture, included in Accounts Payable. See Note 4, Equity Method Investment, for additional discussion.

Neutroelectric, LLC

In September 2025, the Company entered into a Master Services Agreement with Neutroelectric, LLC (“Neutroelectric”), pursuant to which Neutroelectric provides engineering and other services to the Company on a project basis under individually negotiated statements of work. Neutroelectric is owned and operated by the spouse of a company officer and director. The Master Services Agreement has atwo-year term and provides for Neutroelectric to furnish services to the Company as an independent contractor, with compensation determined on a per-project basis as set forth in each statement of work. As of June 30, 2026, the Company has incurred expenses of approximately $350,000 in the aggregate under the Master Services Agreement and related statements of work.

Container Technologies Industries, LLC Subrecipient Agreement

In April 2026, the Company entered into a subrecipient agreement (the "Subrecipient Agreement") with Container Technologies Industries, LLC ("CTI") in connection with a cooperative agreement awarded by the DOE to CTI, as prime recipient, for the design, development, and licensing of a fuel transportation container for HALEU nuclear fuels (the "Container Project"). At the time the Subrecipient Agreement was entered into, the President of CTI was the spouse of an officer and director of the Company, and CTI was accordingly a related party of the Company. That individual resigned as President of CTI effective June 30, 2026, and CTI ceased to be a related party of the Company as of that date. The transactions described below occurred, and the Subrecipient Agreement was entered into, while CTI was a related party.

Under the Subrecipient Agreement, the Company leads, funds, and controls all NRC licensing activities for the container and will be the holder and owner of the resulting NRC license, is solely responsible for its allocated cost share under the DOE-approved budget and for all NRC licensing costs, and submits itemized invoices to CTI monthly, with CTI obligated to reimburse the Company for 50% of allowable expenditures within five days of CTI's receipt of the corresponding DOE funds. Following successful design and licensing of the container, the Company intends to procure production units from CTI, subject to mutual agreement on final commercial terms.

During the three and six months ended June 30, 2026, the Company incurred $0.1 million of costs under the Container Project. The costs are recorded in research and development expenses, net of $56,036 invoiced to CTI. No reimbursements were received from CTI during the period, and $56,036 was due from CTI and included in accounts receivable as of June 30, 2026. There were no comparable transactions during the three and six months ended June 30, 2025.

Promissory Notes

In June 2025, the Company issued to Keeley Marrocco, its Chief Operating Officer,2,160,000 shares of Class B common stock at a purchase price of $0.21 per share for a total purchase price of $453,600 pursuant to a Restricted Stock Purchase Agreement. The Company concurrently issued to Kurt Terrani, its Chief Executive Officer (“CEO”),3,425,000 shares of Class B common stock at a purchase price of $0.21 per share for a total purchase price of $719,250. In June 2025, in connection with the restricted stock purchases by Ms. Marrocco and Mr. Terrani, the Company loaned each of them the full purchase price of their respective shares ($453,600 and $719,250, respectively) under promissory notes bearing interest at 4.07% per annum, compounded annually. In May 2026, in connection with Kevin Harrill's restricted stock purchase, the Company loaned Mr. Harrill the full purchase price of his shares undertwo promissory notes in the aggregate original principal amount of $1,538,898, bearing interest at 4.08% per annum, compounded annually. See Note 10, Share-Based Compensation. Each promissory note is secured by a pledge of the shares purchased thereunder, is 50% recourse to the applicable officer personally and 50% nonrecourse (secured solely by the pledged shares), and was due in full on the ninth anniversary of issuance or earlier upon the occurrence of certain events, including termination of employment or completion of the Company's IPO. As of June 30, 2026, the aggregate outstanding principal under these promissory notes was $2,711,748. See Note 14, Subsequent Events, for a discussion of the repayment of the promissory notes, including accrued interest, in connection with the completion of the Company's IPO.

Investors' Rights Agreement

The Company is party to an Amended and Restated Investors' Rights Agreement, dated as of January 23, 2026 (the "Investor Rights Agreement"), by and among the Company and certain of its stockholders, including Kurt Terrani, the Company's CEO, Thomas Hendrix, the Company's Founder and Executive Chairman, Keeley Marrocco, the Company's Chief Operating Officer, and entities affiliated with Decisive Point Group, LLC, Welara Capital Partners, Fundomo, and Washington Harbour Partners, each of which beneficially owns more than 5% of the Company's capital stock. The Investor Rights Agreement grants the parties thereto demand, piggyback, and Form S-3 registration rights with respect to their shares. Upon completion of the IPO in July 2026, all provisions of the Investor Rights Agreement terminated other than the registration rights, which survive forfive years from the date of the Company's final IPO prospectus or, with respect to any particular stockholder, until earlier eligibility for unrestricted resale under Rule 144. See Note 14, Subsequent Events, and Exhibit 4.2 to this Quarterly Report.

  1. Share-Based Compensation

All share and per-share amounts, including option and restricted stock quantities and exercise prices, have been retrospectively adjusted to reflect the stock split described in Note 1, Basis of Presentations and Principles of Consolidation.

In May 2025, the Company adopted the 2025 Stock Plan which authorized the issuance of incentive stock options, or non-statutory stock options, and restricted stock to employees and consultants.

Under the 2025 Stock Plan, the Company granted awards that are subject to annual, cliff-based vesting. The awards typically vest throughout four years of service. Share-based awards are payable in common stock at the discretion of the Board of Directors. Share-based awards are accounted for as compensation costs and are amortized on a straight-line basis over the vesting period. Additional information regarding the Company share-based compensation is included in Note 11, Share-Based Compensation, in the Company’s audited Consolidated Financial Statements for the year ended December 31, 2025, included in the Registration Statement. The Company’s share-based compensation expense for the periods presented was as follows:

Three Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Cost of Revenue$477,803$80,304$950,635$80,304
General and administrative costs1,670,40295,3982,706,86795,398
Total share-based compensation expense$2,148,205$175,702$3,657,502$175,702

Share-Based Compensation (cont.)

For the three months ended June 30, 2026, the Company approved equity awards under its 2025 Stock Plan, including restricted stock purchase rights to an officer to purchase 941,222 shares of Class B common stock at $1.635 per share and stock options for an aggregate of 305,790 shares of Class B common stock, generally at an exercise price of $1.635 per share. The restricted stock awards generally vest over four years, subject to continued service. The stock options generally vest over four years, with certain awards, subject to alternative vesting terms and/or certain acceleration provisions.

The summary of stock options and restricted stock under the Company’s 2025 Stock Plan as of June 30, 2026, and changes for the six months then ended are presented as follows:

Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Stock OptionsNumber ofOptionsWeightedAverageExercise PriceNumber ofOptionsWeightedAverageExercise Price
Outstanding at the beginning of the period6,459,000$0.21—$—
Granted7,060,972$0.966,534,000$0.21
Exercised(134,998)$0.21—$—
Forfeited/expired(1,058,418)$0.58—$—
Outstanding at the end of the period12,326,556$0.616,534,000$0.21
Exercisable at the end of the period2,154,647$0.23—$—
Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Restricted StockNumber of SharesWeightedAverage Grant Date Fair ValueNumber of SharesWeightedAverage Grant Date Fair Value
Outstanding at the beginning of the period5,585,000$0.97—$—
Granted1,808,222$7.285,585,000$0.97
Vested(1,978,020)$0.97—$—
Forfeited/expired—$——$—
Outstanding at the end of the period5,415,202$3.085,585,000$0.97

The weighted average unrecognized compensation cost at June 30, 2026, for stock options and restricted stock was as follows:

AmountWeightedAverageRemainingRecognitionPeriod (Years)
Stock options$17,438,2963.32
Restricted stock16,002,4693.91
Total compensation cost$33,440,7653.54

Share-Based Compensation (cont.)

Assumptions used in determining the fair value of stock options granted for the three and six months ended June 30, 2026 were as follows:

AssumptionThree Months Ended June 30, 2026Six Months Ended June 30, 2026
Expected volatility110.0%110.0%
Expected term (years)7.07.0
Risk-free interest rate4.50%4.29% - 4.5%
Expected dividend yield0.0%0.0%
Weighted Average Grant-Date Fair Value$2.71$2.59

Assumptions used in determining the fair value of stock options granted for the three and six months ended June 30, 2025 were as follows:

AssumptionThree Months Ended June 30, 2025Six Months Ended June 30, 2025
Expected volatility110.0%110.0%
Expected term (years)7.07.0
Risk-free interest rate4.17%4.17%
Expected dividend yield0.0%0.0%
Weighted Average Grant-Date Fair Value$0.921$0.921

At June 30, 2026, the Company reserved 22,119,000 shares of common stock for future issuance under the 2025 Stock Plan and had 4,377,242 shares of common stock available for issuance. On July 1, 2026, the Company's board of directors adopted, and on July 6, 2026 the Company's stockholders approved, the 2026 Plan, which became effective immediately prior to the completion of the IPO and terminated the 2025 Stock Plan. On July 1, 2026, the Company’s board of directors adopted and on July 2, 2026, the Company’s stockholders approved the 2026 Employee Stock Purchase Plan (“ESPP”), which became effective immediately prior to the effectiveness of the Registration Statement. See Note 14, Subsequent Events, for additional discussion.

  1. Income Taxes

The Company accounts for income taxes in interim periods under ASC 740-270, Income Taxes – Interim Reporting, which generally requires us to apply an estimated annual consolidated effective tax rate to consolidated pre-tax income. The estimated annual effective tax rates for the three months and six months ended June 30, 2026 and 2025, were 0% and 0%, respectively. The difference between the Company's effective tax rate and the statutory rate is primarily driven by the valuation allowance established against U.S. federal and state deferred income tax assets. The Company recordedno income tax expense or benefit for the three and six months ended June 30, 2026 and 2025, respectively.

The Company didnot have any material income taxes paid in 2026 or for the period from July 15, 2024 (inception) through June 30, 2025.

  1. Net Loss per Share

Net loss per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. In calculating diluted net loss 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 and stock options, and the number of shares of common stock that would be issued upon conversion of the preferred stock units. For further details, refer to Note 10, Share-Based Compensation.

All share and per-share amounts used in the calculation of basic and diluted net loss per share, including shares excluded as anti-dilutive, have been retrospectively adjusted to reflect the 2-for-1 stock split described in Note 1, Basis of Presentation and Principles of Consolidation.

The weighted-average number of common stock and common stock equivalent shares used in the calculation of basic and diluted net loss per share were as follows:

Three Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Numerator:
Net loss$(3,417,785)$(1,627,935)$(11,132,736)$(9,913,724)
Denominator:
Average common shares outstanding – basic *28,001,80228,000,00028,000,90628,000,000
Average common shares outstanding, – diluted28,001,80228,000,00028,000,90628,000,000
Net loss per common share – basic and diluted$(0.12)$(0.06)$(0.40)$(0.35)
*Weighted-average shares outstanding includes vested restricted stock awards from the date of vesting.

The two-class method does not change the net loss per share calculation because Class A and Class B have identical economic rights.

Fully diluted average common stock outstanding for the three and six months ended June 30, 2026 excludes 116,141,488 shares of common stock that are issuable upon conversion of preferred stock and 17,741,758 shares of common stock issuable under the Company’s 2025 Stock Plan, as the Company reported a net loss for the period. Fully diluted average common stock outstanding for the three and six months ended June 30, 2025, excludes 74,999,994 shares of common stock that are issuable upon conversion of preferred stock and 12,119,000 shares of common stock issuable under the Company’s 2025 Stock Plan, as the Company reported a net loss for the period.

  1. Segment Information

For the three and six months ended June 30, 2026 and 2025, the Company determined that it operates as a single operating and reportable segment, as it is engaged in a single business activity of TRISO production. The Consolidated Statements of Operations is presented to the Company’s CODM without further disaggregation.

Notes to the Unaudited Consolidated Financial Statements

  1. Segment Information(cont.)

The Company’s CODM is its CEO, who is responsible for making strategic operating decisions, allocating resources, and assessing financial performance. Specifically, the CODM uses revenue and net income at a consolidated level, as key financial metrics to make operating decisions and identify growth opportunities as management believes that such information is the most relevant in evaluating operating performance relative to other entities that operate within these industries.

The Company's revenue is disaggregated between product revenue and service revenue on the face of the Consolidated Statements of Operations. The revenue categories, significant expense categories, and assets regularly provided to the CODM on a consolidated basis are consistent with the amounts presented in the Company's Consolidated Statements of Operations and Balance Sheets, respectively. In addition, all the Company’s long-lived assets, consisting of property and equipment, are located in the United States.

  1. Subsequent Events

2026 Equity Incentive Plan

On July 1, 2026, the Company's board of directors adopted, and on July 6, 2026 the Company's stockholders approved, the 2026 Plan, which became effective immediately prior to the completion of the IPO. The 2026 Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and stock bonuses to employees, directors, and independent contractors. In connection with the effectiveness of the 2026 Plan, the Company's 2025 Stock Plan was terminated; awards previously granted under the 2025 Stock Plan remain outstanding in accordance with their terms. The Company reserved 18,125,474 shares of Class A common stock for issuance under the 2026 Plan, including 9,134,602 shares subject to awards granted in connection with the IPO.

2026 Employee Stock Purchase Plan

On July 1, 2026, our board of directors adopted and on July 2, 2026, the Company’s stockholders approved the ESPP, which became effective immediately prior to the effectiveness of the Registration Statement. The ESPP provides an opportunity to employees and eligible service providers to purchase shares of Class A common stock. The Company reserved 5,437,642 shares of Class A common stock for issuance under the ESPP.

IPO

On July 16, 2026, the Company’s Class A common stock began trading on the New York Stock Exchange under the symbol “STDN” and the offering closed on July 17, 2026. The offering consisted of the issuance and sale of 10.0 million shares of Class A common stock at a public offering price of $15.00 per share, resulting in estimated net proceeds to the Company of approximately $137.7 million, after deducting underwriting discounts, commissions, and offering expenses. In connection with the completion of the IPO, total deferred transaction costs of $3.3 million, consisting of the $2.1 million capitalized as of June 30, 2026 and an additional $1.2 million of costs incurred subsequent to that date, were reclassified as a reduction of additional paid-in capital.

Immediately prior to the completion of the IPO, the Company had 132,604,428 shares of Class A common stock outstanding and 11,578,308 shares of Class B common stock outstanding. Class A common stock included the conversion of all 116,141,488 outstanding shares of the Company's redeemable convertible preferred stock into 116,141,488 shares of Class A common stock. Class A common stock also included the conversion of 7,876,000 shares of the Company’s Class B common stock, not beneficially owned by Mr. Hendrix, into Class A common stock, pursuant to the Class B Conversion. In addition, pursuant to the Class B

  1. Subsequent Events(cont.)

Stock Exchange, all 5,824,308 outstanding shares of Class A common stock beneficially owned by Standard Nuclear Trust were exchanged for an equivalent number of newly issued shares of Class B common stock. The Company also entered into the Class B Equity Exchange Agreement with Thomas Hendrix, the Company's Founder and Executive Chairman, which grants Mr. Hendrix the right to require the Company to exchange up to an aggregate of 4,194,545 shares of Class A common stock (consisting of shares subject to his equity awards and shares he may receive in a distribution of up to 1,459,858 shares from Decisive Point Group, LLC, of which Mr. Hendrix is a member) for an equivalent number of shares of Class B common stock. All other outstanding shares of Class B common stock converted to Class A common stock.

In connection with the completion of the IPO, the Company's restated certificate of incorporation became effective, under which each share of Class B common stock is entitled to 20 votes per share (compared toten votes per share previously), voting together with Class A common stock as a single class on all matters submitted to a vote of stockholders, except as otherwise required by law. Each share of Class B common stock will convert automatically intoone share of Class A common stock upon any transfer, whether or not for value, occurring after the completion of the IPO, other than certain permitted transfers, and will also convert automatically upon the earliest of: (i) 12 months following the death or disability of Thomas Hendrix, the Company's Founder and Executive Chairman; (ii) the first trading day on which outstanding shares of Class B common stock represent less than 5% of the Company's aggregate then-outstanding common stock; or (iii) the first trading day on which Mr. Hendrix is no longer providing services to the Company as an officer, employee, or consultant and is not a director of the Company as a result of his voluntary resignation or a request or agreement not to be renominated. Each of the events described in clauses (i) through (iii) may be extended by up to 18 months upon the affirmative approval of a majority of the Company's independent directors.

Repayment of Officer Promissory Notes

On July 10, 2026, Ms. Marrocco and Mr. Terrani repaid their promissory notes in full, including accrued interest, in the amounts of $473,405 (consisting of $453,600 in principal and $19,805 in accrued interest) and $750,654 (consisting of $719,250 in principal and $31,404 in accrued interest), respectively. On July 13, 2026, Mr. Harrill repaid his promissory notes in full, including accrued interest, in the aggregate amount of $1,550,236 (consisting of $1,538,898 in principal and $11,338 in accrued interest). In total, the Company received $2,774,295 in repayment of these promissory notes, consisting of $2,711,748 in principal and $62,547 in accrued interest, in connection with the Company's IPO offering in July 2026.

Issuance of Restricted Stock Units

Subsequent to June 30, 2026, in connection with the completion of the IPO, the Company approved the issuance of restricted stock units covering an aggregate of 9,134,602 shares of Class A common stock under its 2026 Plan to certain directors and officers, with a grant-date fair value of $15.00 per share. The restricted stock units generally vest over periods ranging fromone tothree years, subject to continued service. The Company determined that these awards were nonrecognized subsequent events, and no share-based compensation expense related to these awards was recorded in the financial statements for the three and six months ended June 30, 2026.

  1. Subsequent Events(cont.)

Acquisition of Real Property

On July 21, 2026, Standard Property Holdings I, LLC completed the acquisition of real property located at 100 Europia Avenue, Oak Ridge, Tennessee, consisting of land and an existing building, from 100 Heritage Center, LLC, an unaffiliated third party, for a contract purchase price of $5.5 million. The transaction was funded with cash on hand and was not financed with mortgage or other third-party debt. After giving effect to an earnest money deposit previously paid and closing costs of approximately $0.2 million, the Company paid approximately $5.3 million in cash at closing.

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