8-KFiling Date: Sep 11, 2026
Centrus Energy (LEU)
Material Agreement, Reg FD Disclosure, Other Events, Financial Statements
View SEC Filing
ACC: 0001104659-26-107103
Event Type
Material AgreementReg FD DisclosureOther EventsFinancial Statements
descriptionEvent Description
Item 1.01. Material Agreement expand_more
Event Description
Item 1.01. Material AgreementOn September 9, 2026, Centrus Energy Corp. entered into an underwriting agreement with Guggenheim Securities, LLC, as representative of the underwriters, providing for the offer and sale of 500,000 shares of Class A common stock, par value $0.10 per share, pre-funded warrants for up to 2,005,513 shares, and common warrants for up to 6,992,382 shares, issued separately and not as a unit. The pre-funded warrants are exercisable immediately and through the twenty-five-year anniversary of issuance at $0.10 per share; the common warrants are exercisable immediately until the expiration of the applicable tranche at four exercise prices of $226.8625, $272.2350, $317.6075, and $362.9800 per share. The warrants include adjustment provisions for stock dividends, splits, combinations, reclassifications, and similar events, a 4.99% beneficial ownership blocker (increasable to 9.99% on at least 61 days’ notice), Assumption Transaction provisions, Change of Control purchase rights at Black Scholes Value, and, for the common warrants, a Company cashless-exercise election on each six-month anniversary. On September 11, 2026, the Company entered into a warrant agent agreement with U.S. Bank Trust Company, National Association as warrant agent; the Underwriting Agreement and warrant forms were filed as Exhibits 1.1, 4.1, and 4.2, and a validity opinion was filed as Exhibit 5.1.
Original SEC Filing Text expand_more
Item 1.01 Entry into a Material Definitive Agreement. On September 9, 2026, Centrus Energy Corp. (the Company ) entered into an underwriting agreement (the Underwriting Agreement ) by and between the Company and Guggenheim Securities, LLC, as representative (the Representative ) of the underwriters listed in Schedule I thereto (the Underwriters ), providing for the offer and sale of (i) 500,000 shares (the Shares ) of the Company s Class A common stock, par value $0.10 per share (the Common Stock ), (ii) pre-funded warrants to provide for the purchase, upon exercise, of up to 2,005,513 shares of Common Stock (the Pre-Funded Warrants ) and (iii) common warrants to provide for the purchase, upon exercise, of up to 6,992,382 shares of Common Stock (the Common Warrants and, together with the Pre-Funded Warrants, the Warrants ). The shares of Common Stock, the Common Warrants and the Pre-Funded Warrants are issued separately and not as a unit. The Pre-Funded Warrants are exercisable immediately upon issuance and from time to time thereafter through and including the twenty five-year anniversary of the initial issuance date. Each Pre-Funded Warrant is exercisable at an exercise price of $0.10 per share (the Pre-Funded Warrant Exercise Price ). The Common Warrants are exercisable immediately upon issuance and from time to time thereafter until the expiration date of the applicable tranche. The exercise prices for the four series of Common Warrants equal $226.8625 per share, $272.2350 per share, $317.6075 per share and $362.9800 per share, respectively (each, a Common Warrant Exercise Price ). The Common Warrant Exercise Price and the number of shares of Common Stock issuable upon exercise of the Common Warrants are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the shares of Common Stock, as well as upon any distribution of assets, including cash, stock or other property, or upon the grant of purchase rights, to holders of the Common Stock. The Pre-Funded Warrant Exercise Price and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the shares of Common Stock. The holders of Pre-Funded Warrants have the right to participate on a fully as-exercised basis, without regard to any limitations on exercise, in certain distributions to the holders of Common Stock. A holder will not have the right to exercise any portion of the Warrants if the holder (together with its Attribution Parties (as defined therein)) would beneficially own in excess of 4.99% (which amount may be increased (not in excess of 9.99%), upon at least 61 days prior notice to the Company, or decreased by the holder from time to time pursuant to and in accordance with the Warrants) of the total number of issued and outstanding shares of Common Stock immediately after giving effect to such exercise. Under the Common Warrants, the Company may elect to require cashless exercise on each six-month anniversary of the Issuance Date (as defined in the Common Warrants), such election being irrevocable by the Company for the corresponding Election Period (as defined in the Common Warrants). Under the Common Warrants, upon consummation of each Assumption Transaction (as defined in the Common Warrants), the holder would be entitled to receive shares of common stock (or its equivalent) of the Successor Entity (as defined in the Common Warrants) or such other securities, cash, assets or other property, as applicable, which the holder would have been entitled to receive upon the happening of such Assumption Transaction had a Common Warrant been exercised immediately prior to such Assumption Transaction (without regard to any limitations on the exercise of a Common Warrant), as adjusted in accordance with the provisions of the Common Warrants. The successor entity in any Assumption Transaction must assume the Common Warrant obligation pursuant to written agreements satisfactory to qualifying Initial Holders (as defined in the Common Warrants). Notwithstanding the foregoing, at the request of a holder delivered at any time commencing on the earliest to occur of the public disclosure of a Change of Control (as defined in the Common Warrants), the consummation of a Change of Control and the holder first becoming aware of a Change of Control through the date that is 60 days after the public disclosure of the consummation of such Change of Control by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Common Warrants provide that the Company or the Successor Entity (as the case may be) shall purchase the Common Warrants from the holder on the date of such request by paying to the holder cash in an amount equal to the Black Scholes Value (as defined in the Common Warrants); provided, however, that if the Change of Control is not within the Company's control, including not approved by the Company's Board of Directors, the holder shall only be entitled to receive from the Company or any Subject Entity (as defined in the Common Warrants) the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Common Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Change of Control, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Change of Control; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Change of Control, such holders of Common Stock will be deemed to have received common stock of the Subject Entity in such Change of Control. Payment of such cash or delivery of such other consideration, as applicable, shall be made by the Company (or at the Company's direction) to the holder on or prior to the later of (x) the second Trading Day after the date of such request and (y) the date of consummation of such Change of Control. Under the Pre-Funded Warrants, upon consummation of each Assumption Transaction (as defined in the Pre-Funded Warrants), the holder would be entitled to receive shares of common stock (or its equivalent) of the Successor Entity (as defined in the Pre-Funded Warrants) or such other securities, cash, assets or other property, as applicable, which the holder would have been entitled to receive upon the happening of such Assumption Transaction had a Pre-Funded Warrant been exercised immediately prior to such Assumption Transaction (without regard to any limitations on the exercise of a Pre-Funded Warrant), as adjusted in accordance with the provisions of the Pre-Funded Warrants. The successor entity in any Assumption Transaction must assume the Pre-Funded Warrant obligation pursuant to written agreements satisfactory to qualifying Initial Holders (as defined in the Pre-Funded Warrants). Except as may otherwise be provided in a Warrant, the holder of a Warrant, solely in its capacity as holder of a Warrant, does not have the rights of a holder of shares of Common Stock, including any voting rights, prior to the issuance to the holder of the warrant shares which it is then entitled to receive upon the due exercise of a Warrant. On September 11, 2026, the Company entered into a warrant agent agreement with U.S. Bank Trust Company, National Association, which will act as warrant agent for the Company in connection with the Pre-Funded Warrants and the Common Warrants issued and sold in the offering. The foregoing descriptions of the Underwriting Agreement and the Warrants are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Form of Common Warrant and the Form of Pre-Funded Warrant, copies of which are filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. A copy of the opinion of O Melveny & Myers LLP relating to the validity of the securities issued in the offering is filed herewith as Exhibit 5.1.
descriptionEvent Description
Item 7.01. Reg FD Disclosure expand_more
Event Description
Item 7.01. Reg FD DisclosureOn September 9, 2026, the Company issued a press release announcing the commencement of an underwritten offering and sale of Common Stock, Pre-Funded Warrants, and Common Warrants; that release is attached as Exhibit 99.1 and incorporated by reference. On the same date, the Company issued a second press release announcing the pricing of the underwritten offering and sale of Common Stock, Pre-Funded Warrants, and Common Warrants; that release is attached as Exhibit 99.2 and incorporated by reference. The information was furnished pursuant to Item 7.01 (Regulation FD Disclosure). The excerpt does not include specific offering amounts, pricing terms, or financial guidance.
Original SEC Filing Text expand_more
Item 7.01 Regulation FD Disclosure. On September 9, 2026, the Company issued a press release announcing the commencement of the underwritten offering and sale of Common Stock, Pre-Funded Warrants, and Common Warrants. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. On September 9, 2026, the Company issued a press release announcing the pricing of the underwritten offering and sale of Common Stock, Pre-Funded Warrants, and Common Warrants. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The information furnished pursuant to this
descriptionEvent Description
Item 8.01. Other Events expand_more
Event Description
Item 8.01. Other EventsCentrus Energy Corp. disclosed that it regularly evaluates strategic transactions that could enhance its supply chain capabilities and increase vertical integration. The Company is in advanced discussions regarding a potential acquisition of an existing domestic manufacturing supplier, with an anticipated purchase price of approximately $115 million to $125 million; the target company generated approximately $160 million of revenue for the year ended December 31, 2025. No definitive agreement has been entered into, and the potential transaction remains subject to negotiation and execution of definitive documentation, satisfactory due diligence, required approvals, closing conditions, and approval by the Company’s board of directors. The Company stated there can be no assurance that a definitive agreement will be executed or that any transaction will be consummated on the currently contemplated terms or at all.
Original SEC Filing Text expand_more
Item 8.01 Other Events. The Company regularly evaluates potential strategic transactions that could enhance the Company s supply chain capabilities and increase vertical integration. As part of these efforts, the Company is currently engaged in advanced discussions regarding the potential acquisition of an existing domestic manufacturing supplier. The anticipated purchase price is in the range of approximately $115 million to $125 million, and the target company generated approximately $160 million of revenue for the year ended December 31, 2025. The Company has not entered into a definitive agreement with respect to this potential transaction. Any such acquisition remains subject to, among other things, the negotiation and execution of definitive documentation, completion of satisfactory due diligence, receipt of any required approvals, satisfaction of closing conditions, and approval by the Company s board of directors. There can be no assurance that a definitive agreement will be executed or that any transaction will be consummated on the terms currently contemplated, or at all.
attach_file附件展品(2)
EX-99.1tm2625019d5_ex99-1.htm8,194 charsexpand_more
EX-99.1
6
tm2625019d5_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Centrus
Announces Proposed Public Underwritten Offering of Class A Common Stock and Warrants
9/9/2026
BETHESDA,
Md.--(BUSINESS WIRE)—Centrus Energy Corp. (NYSE: LEU) (“Centrus” or the “Company”) today announced the
launch of an underwritten public offering of shares of its Class A common stock (the “Class A Common Stock”), pre-funded
warrants (the “Pre-Funded Warrants”) to purchase shares of Class A Common Stock and common warrants (the “Common Warrants”)
to purchase shares of Class A Common Stock. The proposed offering is subject to market and other conditions, and there can be no assurance
as to whether or when the proposed offering may be completed or as to its actual size or terms.
The
Company intends to use the net proceeds from the proposed offering for general working capital and corporate purposes, which may include
investment in technology development and deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions
and other business opportunities and purposes.
Guggenheim
Securities is acting as lead book-running manager and Barclays is acting as a book-running manager for the proposed offering.
A
registration statement relating to these securities was filed with the Securities and Exchange Commission (“SEC”) on November
6, 2025 and became automatically effective upon filing. Any offer, solicitation or sale will be made only by means of the preliminary
prospectus supplement and the accompanying prospectus. Current and potential investors should read the registration statement, the preliminary
prospectus supplement and the accompanying prospectus, including the risk factors described therein and in the documents incorporated
by reference therein, and the other documents that Centrus has filed with the SEC for more complete information about Centrus and the
proposed offering, which may be obtained free of charge at the website maintained by the SEC at www.sec.gov. Copies of the preliminary
prospectus supplement and the accompanying prospectus, when available, may be obtained free of charge from Guggenheim Securities, LLC,
Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email
at [email protected]; and Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717 (or by email at [email protected] or telephone at 1-888-603-5847).
This
press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer
or sale of securities in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration
or qualification thereof under the securities laws of any such state or jurisdiction.
About
Centrus Energy Corp.
Centrus
Energy is a trusted American supplier of nuclear fuel and services for the nuclear power industry, helping meet the growing need for
clean, affordable, carbon-free energy. Since 1998, the Company has provided its utility customers with more than 1,850 reactor years
of fuel, which is equivalent to more than 7 billion tons of coal.
With
world-class technical and engineering capabilities, Centrus is pioneering production of High-Assay, Low-Enriched Uranium and is leading
the effort to restore America’s uranium enrichment capabilities at scale so that Centrus can meet America’s clean energy,
energy security, and national security needs.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of 1995, which in this context means statements that express Centrus’
opinions, expectations, objectives, beliefs, plans, intentions, strategies, assumptions, forecasts or projections regarding future events
or future results and therefore are, or may be deemed to be, “forward-looking statements.” The words “may,” “will,”
“could,” “should,” “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “continue,” “might,” “possible,”
“potential,” “predict,” “project,” “goal,” “would,” “commit,”
or, in each case, their negative or other variations or comparable terminology, and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places throughout this press release and include statements regarding
Centrus’ intentions, beliefs or current expectations concerning, among other things, the completion, size, terms and timing of
the proposed offering and the anticipated use of proceeds therefrom, results of operations, financial condition, liquidity, prospects,
growth, strategies and the markets in which Centrus operates. Such forward-looking statements are based on information available as of
the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks, and uncertainties.
Particular
factors that involve uncertainty and could cause Centrus’ actual future results to differ materially from those expressed in its
forward-looking statements and which are, and may be, exacerbated by any worsening of the global business and economic environment include
but are not limited to the following: its ability to conclude negotiations with its customers; the war in Ukraine and other geopolitical
conflicts; its government contracts, including related to changes to the U.S. government’s appropriated funding levels for HALEU,
the government’s inability to satisfy its obligations, and its lease to its facility in Piketon, Ohio; whether or when government
demand for HALEU or LEU for government or commercial uses will materialize and at what level; the impact and potential extended duration
of a supply/demand imbalance in the market for LEU; significant competition from major LEU producers, including foreign competitors,
that may be less cost sensitive than Centrus; limitations on its ability to compete in foreign markets; pricing trends and demand in
the uranium and enrichment markets, especially in light of the potential of limited supply and its dependence on others for deliveries
of LEU; and its ability to successfully implement its planned expansion projects in Piketon, Ohio and Oak Ridge, Tennessee.
Readers
are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this press release.
These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement.
Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. Readers are urged to carefully review
and consider the various disclosures made in this press release and in Centrus’ filings with the SEC, including under Part I, Item
1A – “Risk Factors” in its most recent Annual Report on Form 10-K, under Part II, Item 1A – “Risk Factors”
in its subsequent Quarterly Reports on Form 10-Q, and in its other filings with the SEC that attempt to advise interested parties of
the risks and factors that may affect its business. Centrus does not undertake to update its forward-looking statements to reflect events
or circumstances that may arise after the date of this press release, except as required by law.
Contacts:
Media
— Dan Leistikow
[email protected]
Investors
— Neal Nagarajan
[email protected]
EX-99.2tm2625019d5_ex99-2.htm10,024 charsexpand_more
EX-99.2
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tm2625019d5_ex99-2.htm
EXHIBIT 99.2
Exhibit
99.2
Centrus
Announces Pricing of $500 Million Underwritten Public Offering of Class A Common Stock and Warrants
9/9/2026
BETHESDA,
Md.--(BUSINESS WIRE)—Centrus Energy Corp. (NYSE: LEU) (“Centrus” or the “Company”) today announced the
pricing of its previously announced underwritten public offering of 500,000 shares of its Class A common stock (the “Class A Common
Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 2,005,513
shares of Class A Common Stock and common
warrants (the “Common Warrants”) to purchase up to an aggregate of 6,992,382 shares of Class A Common Stock.
The
offering is priced at a combined public offering price of $199.64
per share of Class
A Common Stock and accompanying Common Warrants and
$199.54 per
Pre-Funded Warrant and accompanying Common Warrants. The purchase price of each Pre-Funded Warrant is equal to the price per share at
which shares of Class A Common Stock are being sold in the offering, minus the exercise price for the Pre-Funded Warrants of $0.10 per
share. Investors purchasing shares of Class A Common Stock or Pre-Funded Warrants will also receive a pro rata allocation of Common Warrants
based on the number of shares of Class A Common Stock or Pre-Funded Warrants purchased by that investor. The closing of the offering
is expected to occur on or about September
11, 2026, subject to the satisfaction
of customary closing conditions.
The
Pre-Funded Warrants will be immediately exercisable upon issuance for an aggregate of 2,005,513
shares of Class A Common Stock at a
nominal exercise price of $0.10 per share. The Common Warrants will be immediately exercisable from the date of issuance for an aggregate
of 6,992,382 shares of Class A Common Stock. The Common Warrants will be issued in four series, each with an aggregate exercise price
of approximately $500 million. The exercise price for each series will equal $226.8625, $272.2350, $317.6075, and $362.9800 per share
of the Class A Common Stock, respectively. Each series will be divided into two equal tranches. The first tranche will expire on the
second, third, fourth or fifth anniversary of September 10, 2026, as applicable, and the second tranche will expire on the date that
is nine weeks after each such anniversary.
The
gross proceeds from the offering are expected to be approximately $500
million, before deducting the underwriting
discount and other estimated offering expenses payable by Centrus. The gross proceeds from the offering do not include any proceeds that
may be received upon exercise of the Common Warrants. The Company intends to use the net proceeds from the offering for general working
capital and corporate purposes, which may include investment in technology development and deployment, repayment or repurchase of outstanding
debt, capital expenditures, potential acquisitions and other business opportunities and purposes.
Guggenheim
Securities is acting as lead book-running manager and Barclays is acting as a book-running manager for the offering.
A
registration statement relating to these securities was filed with the Securities and Exchange Commission (“SEC”) on November
6, 2025 and became automatically effective upon filing. Any offer, solicitation or sale will be made only by means of the prospectus
supplement and the accompanying prospectus. Current and potential investors should read the registration statement, the prospectus supplement
and the accompanying prospectus, including the risk factors described therein and in the documents incorporated by reference therein,
and the other documents that Centrus has filed with the SEC for more complete information about Centrus and the offering, which may be
obtained free of charge at the website maintained by the SEC at www.sec.gov. Copies of the prospectus supplement and the accompanying
prospectus, when available, may be obtained free of charge from Guggenheim Securities, LLC,
Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email
at [email protected]; and Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717 (or by email at [email protected] or telephone at 1-888-603-5847).
This
press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer
or sale of securities in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration
or qualification thereof under the securities laws of any such state or jurisdiction.
About
Centrus Energy Corp.
Centrus
Energy is a trusted American supplier of nuclear fuel and services for the nuclear power industry, helping meet the growing need for
clean, affordable, carbon-free energy. Since 1998, the Company has provided its utility customers with more than 1,850 reactor years
of fuel, which is equivalent to more than 7 billion tons of coal.
With
world-class technical and engineering capabilities, Centrus is pioneering production of High-Assay, Low-Enriched Uranium and is leading
the effort to restore America’s uranium enrichment capabilities at scale so that Centrus can meet America’s clean energy,
energy security, and national security needs.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of 1995, which in this context means statements that express Centrus’
opinions, expectations, objectives, beliefs, plans, intentions, strategies, assumptions, forecasts or projections regarding future events
or future results and therefore are, or may be deemed to be, “forward-looking statements.” The words “may,” “will,”
“could,” “should,” “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “continue,” “might,” “possible,”
“potential,” “predict,” “project,” “goal,” “would,” “commit,”
or, in each case, their negative or other variations or comparable terminology, and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places throughout this press release and include statements regarding
Centrus’ intentions, beliefs or current expectations concerning, among other things, the completion of the offering on the anticipated
timeline or at all, the anticipated use of proceeds from the offering, results of operations, financial condition, liquidity, prospects,
growth, strategies and the markets in which Centrus operates. Such forward-looking statements are based on information available as of
the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks, and uncertainties.
Particular
factors that involve uncertainty and could cause Centrus’ actual future results to differ materially from those expressed in its
forward-looking statements and which are, and may be, exacerbated by any worsening of the global business and economic environment include
but are not limited to the following: its ability to conclude negotiations with its customers; the war in Ukraine and other geopolitical
conflicts; its government contracts, including related to changes to the U.S. government’s appropriated funding levels for HALEU,
the government’s inability to satisfy its obligations, and its lease to its facility in Piketon, Ohio; whether or when government
demand for HALEU or LEU for government or commercial uses will materialize and at what level; the impact and potential extended duration
of a supply/demand imbalance in the market for LEU; significant competition from major LEU producers, including foreign competitors,
that may be less cost sensitive than Centrus; limitations on its ability to compete in foreign markets; pricing trends and demand in
the uranium and enrichment markets, especially in light of the potential of limited supply and its dependence on others for deliveries
of LEU; and its ability to successfully implement its planned expansion projects in Piketon, Ohio and Oak Ridge, Tennessee.
Readers
are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this press release.
These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement.
Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. Readers are urged to carefully review
and consider the various disclosures made in this press release and in Centrus’ filings with the SEC, including under Part I, Item
1A – “Risk Factors” in its most recent Annual Report on Form 10-K, under Part II, Item 1A – “Risk Factors”
in its subsequent Quarterly Reports on Form 10-Q, and in its other filings with the SEC that attempt to advise interested parties of
the risks and factors that may affect its business. Centrus does not undertake to update its forward-looking statements to reflect events
or circumstances that may arise after the date of this press release, except as required by law.
Contacts:
Media
— Dan Leistikow
[email protected]
Investors
— Neal Nagarajan
[email protected]
descriptionEvent Description
Item 9.01. Financial Statements expand_more
Event Description
Item 9.01. Financial StatementsItem 9.01(d) lists exhibits: 1.1 Underwriting Agreement dated September 9, 2026, by and between the Company and Guggenheim Securities, LLC, as representative of the Underwriters listed in Schedule I; 4.1 Form of Common Warrant issued September 11, 2026; 4.2 Form of Pre-Funded Warrant issued September 11, 2026; 5.1 Opinion of O Melveny & Myers LLP; 23.1 Consent of O Melveny & Myers LLP (contained in Exhibit 5.1); 99.1 Launch Press Release dated September 9, 2026; 99.2 Pricing Press Release dated September 9, 2026; and 104 Cover Page Interactive Data File with cover page XBRL tags embedded within the Inline XBRL document. The report is signed by Centrus Energy Corp. on September 11, 2026, by /s/ Todd M. Tinelli, Senior Vice President, Chief Financial Officer, and Treasurer.
Original SEC Filing Text expand_more
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated September 9, 2026, by and between the Company and Guggenheim Securities, LLC, as representative of the Underwriters listed in Schedule I thereto. 4.1 Form of Common Warrant, issued September 11, 2026. 4.2 Form of Pre-Funded Warrant, issued September 11, 2026. 5.1 Opinion of O Melveny & Myers LLP 23.1 Consent of O Melveny & Myers LLP (contained in Exhibit 5.1) 99.1 Launch Press Release, dated September 9, 2026 99.2 Pricing Press Release, dated September 9, 2026 104 Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Centrus Energy Corp. Date: September 11, 2026 By: /s/ Todd M. Tinelli Todd M. Tinelli Senior Vice President, Chief Financial Officer, and Treasurer
auto_awesomeDeep Analysis
Deep Analysis
Centrus Energy prices a $500M stock-and-warrant raise — 500K shares plus 2.5M pre-funded and 7M common warrants — and simultaneously confirms advanced talks to buy a domestic manufacturing supplier for $115–125M.
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