[8-K] Centrus Energy Corp. Reports Material Event

Rhea-AI Filing Summary

Centrus Energy Corp. announced the pricing of an offering of $700 million aggregate principal amount of 0% convertible senior notes due 2032 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A. The company also granted the initial purchasers an option to purchase up to an additional $105 million of notes for settlement within a 13-day period beginning on the initial closing date. The notes are convertible into shares of the company’s Class A common stock.

The press release describing the transaction is attached as Exhibit 99.1. The filing states this report does not constitute an offer to sell or a solicitation to buy the notes or any shares of Class A common stock in any jurisdiction where such an offer would be unlawful.

Insights

Financial Analyst

TL;DR: Centrus priced a $700M zero-coupon convertible note offering, with a $105M upsizing option, via a Rule 144A private placement.

The transaction provides the company with a sizeable capital infusion through $700 million of convertible senior notes that carry a 0% coupon and mature in 2032. The notes were placed privately to qualified institutional buyers under Rule 144A and include an initial purchasers' option to buy an additional $105 million within a 13-day settlement window. The notes are convertible into Class A common stock, which is explicitly referenced in the filing. The company attached a press release as Exhibit 99.1 that describes the offering.

Corporate Finance Specialist

TL;DR: This is a material financing move: long-dated convertibles with an upsizing feature, completed via a private Rule 144A placement.

The filing confirms issuance of 0% convertible senior notes due 2032 totaling $700 million, plus a purchaser option for up to $105 million more. The private placement structure under Rule 144A and the inclusion of conversion into Class A common stock are stated facts. The company included the offering press release as an exhibit and clarified regulatory limits on offer and sale in certain jurisdictions.

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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

_________________

Date of Report (Date of earliest event reported): August 13, 2025

Centrus Energy Corp.

(Exact name of registrant as specified in its charter)

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

(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 Class			Trading Symbol			Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.10 per share			LEU			NYSE American

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 8.01 Other Events

On August 13, 2025, Centrus Energy Corp. (the “Company”) issued a press release announcing the pricing of its offering of $700 million aggregate principal amount of 0% convertible senior notes due 2032 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also granted the initial purchasers of the Notes an option to purchase up to an additional $105 million aggregate principal amount of Notes for settlement within a 13-day period beginning on, and including, the initial closing date.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any shares of Class A common stock of the Company issuable upon conversion of the Notes) 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release dated August 13, 2025
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.

Centrus Energy Corp.

Date:

August 14, 2025

By:

/s/ Todd M. Tinelli

Todd M. Tinelli

Senior Vice President, Chief Financial Officer,

and Treasurer