CENTRUS ENERGY CORP

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Financial Risks

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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.

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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.

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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.

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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.