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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 11, 2026
Centrus Energy Corp.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-14287 | 52-2107911 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6901 Rockledge Drive, Suite 800
Bethesda, MD 20817
(301) 564-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Class A Common Stock, par value $0.10 per share | LEU | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On February 9, 2026, American Centrifuge Operating, LLC, a Delaware limited liability company (“ACO”) and a wholly owned subsidiary of Centrus Energy Corp. ("the Company"), entered into an engineering, procurement and construction agreement (the “EPC Agreement”) with Fluor Federal Services, Inc. (the “Contractor”), for the design, engineering, procurement, construction, and commissioning of the Company’s previously announced commercial uranium enrichment facility in Piketon, Ohio (the “Project”).
Under the EPC Agreement, the Contractor will perform design, engineering, procurement, construction and construction management, and related services for the Project on a time and materials basis. The EPC Agreement extends until the completion of performance. The EPC Agreement is a significant part of the Company's previously announced expected multi-billion expansion of its operating facilities in Piketon.
The EPC agreement provides for a time and materials pricing structure consisting of agreed labor rates for personnel performing the work and reimbursement of specified project-related costs, plus agreed upon margins. The EPC Agreement establishes the program-level scope of work that the Contractor will perform and contemplates that as the project advances, the Company and the Contractor will jointly develop formal scopes at each major project phase. Accordingly, the total price paid to the Contractor by the Company will depend on the more detailed scope of the services authorized by the Company, in accordance with the terms of the EPC Agreement. As a significant element of the planned multi-billion dollar investment in the Piketon facility, the EPC Agreement is expected to involve a substantial investment of Company resources over several years for the Piketon facility expansion. ACO will authorize funds incrementally in accordance with stage gates and Fluor’s performance is limited by the authorized funding.
The EPC Agreement includes customary types of provisions for projects of this nature, including:
•warranties with respect to workmanship and materials;
•the ability to implement scope modifications via change orders;
•indemnification obligations;
•limitations of liability, subject to certain exceptions;
•termination rights (i) for cause and (ii) for ACO’s convenience with payment of a termination fee if such termination for convenience occurs within the first 12 months of the agreement starting at $24 million and decreasing by $2 million each month;
•bonding and insurance requirements; and
•requirements to comply with applicable laws and safety standards.
The foregoing description of the EPC Agreement does not purport to be complete and is qualified in its entirety by reference to the EPC Agreement, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.
On February 11, 2026, Centrus issued a press release regarding the EPC Agreement. A copy of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. | Description |
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| 99.1 | Press Release dated February 11, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | Centrus Energy Corp. |
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| Date: | February 11, 2026 | By: | /s/ Todd M. Tinelli |
| | | | Todd M. Tinelli |
| | | Senior Vice President, Chief Financial Officer, and Treasurer |
Centrus and Fluor Partner to Advance Major Expansion of Ohio Uranium Enrichment Plant Strategic partnership with best-in-class EPC demonstrates Centrus’ commitment to operational excellence Bethesda, Md. – Centrus Energy (NYSE: LEU) today announced that its subsidiary, American Centrifuge Operating, LLC, has agreed to a strategic collaboration with Fluor (NYSE: FLR) to serve as its Engineering, Procurement and Construction (EPC) contractor as Centrus proceeds with its previously announced multi-billion-dollar expansion of its uranium enrichment capacity in Piketon, Ohio. “This is another critical milestone for us as we begin our expansion in earnest,” said Centrus President and CEO Amir Vexler. “Fluor is a global leader with decades of experience managing complex nuclear construction projects and is an ideal partner as we transition to a large-scale deployment. With centrifuge manufacturing already underway, we are moving full-speed ahead with our expansion.” “The addition of Fluor’s extensive experience in launching and supporting large-scale, complex, industrial build outs will empower our major expansion in Ohio,” said Centrus Senior Vice President, Field Operations Patrick Brown. “We look forward to this collaborative effort and the opportunities working with a best-in-class EPC will afford Centrus going forward.” “We are proud of our long-term relationship with Centrus and are honored to be partnering with them on a project of profound importance to our energy security and national security,” said Al Collins, Business Group President, Mission Solutions. “We look forward to working with Centrus to restore the United States’ ability to enrich uranium at large-scale while fortifying its supply chain and creating local jobs.” Under the multi-year contract, Fluor will lead engineering and design of the expanded capacity in Ohio, manage the supply chain and procurement of key materials and services, oversee construction at the site, and support the commissioning of the new capacity. The expansion project includes large-scale production of Low-Enriched Uranium (LEU) to address its substantial commercial LEU enrichment contingent backlog of $2.3 billion and growing demand from existing reactors. The company also recently announced that it is planning on building 12 metric tons of High-Assay, Low-Enriched Uranium (HALEU) annual capacity for next-generation reactors. In addition, Centrus is the only production-ready option for national security missions and was recently notified by the National Nuclear Security Administration of its intent to sole source certain uranium enrichment activities from Centrus.
In December 2025, Centrus launched centrifuge manufacturing to support this expansion, and in early January 2026 the Department of Energy selected Centrus for a $900 million HALEU task order. Later in January, Centrus announced that it is investing more than $560 million to transition its advanced centrifuge factory in Oak Ridge, Tennessee, to high-rate manufacturing. About Centrus 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 we can meet our clean energy, energy security, and national security needs. Find out more at www.centrusenergy.com or follow us on LinkedIn and X. Forward Looking Statements This news release contains “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. In this context, forward-looking statements mean statements related to future events, which may impact our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “will”, “should”, “could”, “would” or “may” and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management’s current views and assumptions with respect to future events and operational, economic and financial performance. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. For Centrus Energy Corp., particular factors that involve uncertainty and could cause our actual future results to differ materially from those expressed in our 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: the war in Ukraine and other geopolitical conflicts; restrictions on imports and exports, including those imposed under the RSA, and related international trade legislation; our government contracts, including related to changes to the U.S. government’s appropriated funding levels for HALEU and the government’s inability to satisfy its obligations, our lease to our facility in Piketon, Ohio, and our receipt of additional task orders under the HALEU Production Contract, LEU Production Contract and HALEU Deconversion Contract and, if awarded, the nature, timing and amount thereof; 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, who may be less cost sensitive then we are; limitations on our 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 our dependence on others for deliveries of LEU; and our ability to successfully implement our 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 news 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 news release and in our filings with the SEC, including our most recent Annual Report on Form 10-K, under Part II, Item 1A - “Risk Factors” in our subsequent Quarterly Reports on Form 10-Q, and in our other filings with the SEC that attempt to advise interested parties of the risks and factors that may affect our business. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law. Contacts: Investors: Neal Nagarajan NagarajanNK@centrusenergy.com Media: Dan Leistikow LeistikowD@centrusenergy.com