On August 15, 2026, the Compensation, Nominating & Governance Committee of Centrus Energy Corp.'s Board of Directors approved a special one-time grant of performance-based restricted stock units (Performance RSUs) to the Company's executive officers and certain senior leaders under a Supplemental Executive Incentive Plan (2026 Plan) adopted pursuant to the Company's 2014 Equity Incentive Plan, as amended. The Performance RSUs vest upon achievement of performance-based milestones prior to a specified outside date: for President and CEO Amir V. Vexler, 100% vest upon achievement of enrichment from a first cascade (the Final Milestone), while for all other recipients, 30% vest upon completion and receipt of the first cascade at the Company's Piketon, Ohio production facility and the remaining 70% vest upon achievement of the Final Milestone, in each case conditioned on actual related costs falling within a set range. Awards are forfeited if the recipient's employment terminates for any reason prior to vesting, and the number of units is determined based on the fair market value of the Company's common stock on the grant date; based on full achievement of the performance conditions, grant values for named executive officers are Amir V. Vexler $5,000,000, Patrick S. Brown $2,000,000, John M.A. Donelson $2,000,000, Todd M. Tinelli $2,000,000, and Neal K. Nagarajan $1,300,000. The 2026 Plan and the award agreements will be filed as exhibits to the Company's Form 10-Q for the fiscal quarter ending September 30, 2026.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On August 15, 2026, the Compensation, Nominating & Governance Committee of the Board of Directors (the Committee ) of Centrus Energy Corp. (the Company ) approved a special one-time grant of performance based restricted stock units (the Performance RSUs ) to the Company s executive officers, as well as to certain senior leaders at the Company. The Performance RSUs were granted under a Supplemental Executive Incentive Plan ( 2026 Plan ) adopted by the Committee, which such plan was adopted under and subject to the terms of the Company s 2014 Equity Incentive Plan, as amended and restated from time to time. The 2026 Plan was adopted by the Committee to establish a framework for the granting of additional incentive awards to further motivate executives and other senior leaders of the Company to make extraordinary efforts to achieve goals that are important to the Company. The Performance RSUs will vest, if at all, upon the Company s achievements of certain performance-based milestones (which must be achieved prior to a specified outside date), as follows: With respect to Performance RSUs granted to Amir V. Vexler, the Company s President and Chief Executive Officer, 100% of such Performance RSUs vest upon the achievement of enrichment from a first cascade (the Final Milestone ); and With respect to Performance RSUs granted to all other recipients, (i) 30% of such Performance RSUs vest upon completion and receipt of the first cascade at the Company s production facility in Piketon, Ohio and (ii) the remaining 70% vest upon achievement of the Final Milestone; in each case, on the condition that actual related costs fall within a set range. If the recipient s employment with the Company terminates prior to the vesting of the Performance RSUs for any reason, then the award will be forfeited. The number of Performance RSUs awarded will be determined based upon the fair market value of the Company s common stock on the date of grant. The value of the Performance RSUs granted to the Company s named executive officers based on full achievement of the performance conditions are as follows: Name Value Patrick S. Brown $2,000,000 John M.A. Donelson $2,000,000 Neal K. Nagarajan $1,300,000 Todd M. Tinelli $2,000,000 Amir V. Vexler $5,000,000 The above summary of these Performance RSUs is qualified in its entirety by the terms of the 2026 Plan and the award agreements, which will be filed as exhibits to the Company s Form 10-Q for the fiscal quarter ending September 30, 2026.
