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Centrus Energy (NYSE: LEU) ties $5M CEO award to Piketon milestone

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Centrus Energy Corp. (LEU) adopted a Supplemental Executive Incentive Plan for 2026 and approved a special one-time grant of performance based restricted stock units (Performance RSUs) for executive officers and certain senior leaders. The awards vest only if specific performance milestones at the company’s Piketon, Ohio production facility are achieved before an outside date and related costs remain within a defined range.

For CEO Amir V. Vexler, 100% of the Performance RSUs vest upon achievement of enrichment from a first cascade, defined as the Final Milestone. For other recipients, 30% vest upon completion and receipt of the first cascade at Piketon and 70% vest upon achievement of the Final Milestone. If employment ends before vesting, the awards are forfeited. Grant sizes for named executive officers are based on the fair market value of Centrus common stock on the grant date, with target grant values up to $5,000,000 for the CEO and between $1,300,000 and $2,000,000 for other named executives.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO Performance RSU value $5,000,000 Value of Performance RSUs for CEO Amir V. Vexler upon full achievement of performance conditions
Patrick S. Brown Performance RSU value $2,000,000 Target value of Performance RSUs for named executive officer Patrick S. Brown
John M.A. Donelson Performance RSU value $2,000,000 Target value of Performance RSUs for named executive officer John M.A. Donelson
Neal K. Nagarajan Performance RSU value $1,300,000 Target value of Performance RSUs for named executive officer Neal K. Nagarajan
Todd M. Tinelli Performance RSU value $2,000,000 Target value of Performance RSUs for named executive officer Todd M. Tinelli
Initial vesting tranche for non-CEO recipients 30% Portion of Performance RSUs vesting upon completion and receipt of the first cascade at Piketon
Final vesting tranche for non-CEO recipients 70% Portion of Performance RSUs vesting upon achievement of the Final Milestone
performance based restricted stock units financial
"approved a special one-time grant of performance based restricted stock units"
Performance-based restricted stock units are a form of employee pay where shares are promised but only delivered if the company meets specific performance targets over time. Like a trophy awarded to a team after hitting certain goals, they align employee incentives with business results and can affect future share counts and earnings—so investors watch them for signals about management’s motivation, potential dilution, and the likelihood of meeting growth or profit targets.
Supplemental Executive Incentive Plan financial
"Performance RSUs were granted under a Supplemental Executive Incentive Plan"
Final Milestone technical
"100% of such Performance RSUs vest upon the achievement of enrichment from a first cascade (the “Final Milestone”)"
fair market value financial
"number of Performance RSUs awarded will be determined based upon the fair market value"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

FAQ

What executive incentive plan did Centrus Energy Corp. (LEU) approve in August 2026?
Centrus Energy approved a Supplemental Executive Incentive Plan (2026 Plan) providing special one-time Performance RSUs to executives and senior leaders. The plan operates under the existing 2014 Equity Incentive Plan and is designed to reward achievement of specific operational milestones.

What are the vesting conditions for the new Performance RSUs at Centrus Energy (LEU)?
The Performance RSUs vest only if performance-based milestones at the Piketon, Ohio facility are achieved before an outside date and related costs remain within a set range. If employment ends before vesting, the awards are forfeited.

How do Performance RSUs vest for CEO Amir V. Vexler at LEU?
For CEO Amir V. Vexler, 100% of Performance RSUs vest upon achieving enrichment from a first cascade, defined as the Final Milestone. No interim vesting applies to his award; vesting depends entirely on that milestone.

How do the Performance RSUs vest for other executives at Centrus Energy (LEU)?
For other recipients, 30% of Performance RSUs vest upon completion and receipt of the first cascade at Piketon and 70% vest upon achievement of the Final Milestone, in each case subject to cost conditions and the outside date.

What is the target grant value of Performance RSUs for Centrus Energy (LEU) executives?
Based on full achievement of conditions, the CEO’s grant value is $5,000,000, while named executive officers Patrick S. Brown, John M.A. Donelson, and Todd M. Tinelli each have $2,000,000 and Neal K. Nagarajan has $1,300,000, determined using fair market value on the grant date.

How is the number of Performance RSUs determined under Centrus Energy’s 2026 Plan?
The number of Performance RSUs is calculated by dividing the approved dollar value for each participant by the fair market value of Centrus Energy common stock on the grant date, aligning award size with the stock price at grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
0001065059False00010650592026-08-152026-08-15


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
_________________

Date of Report (Date of earliest event reported): August 15, 2026

Centrus Energy Corp.
(Exact name of registrant as specified in its charter)

Delaware1-1428752-2107911
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

6901 Rockledge Drive, Suite 800
Bethesda, MD 20817
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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 ClassTrading SymbolName of Each Exchange on Which Registered
Class A Common Stock, par value $0.10 per shareLEUNYSE

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 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:

NameValue
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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
Exhibit No.Description
104Cover 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.



Centrus Energy Corp.
Date:August 18, 2026By:/s/ Todd M. Tinelli
Todd M. Tinelli
Senior Vice President, Chief Financial Officer, and Treasurer



Source: View Original Filing on SEC EDGAR

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