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Centrus Energy (NYSE: LEU) extends Section 382 rights plan to 2029

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

Rhea-AI Filing Summary

Centrus Energy Corp. extended its Section 382 Rights Agreement to protect valuable tax assets tied to net operating loss carryforwards. The seventh amendment moves the plan’s final expiration from June 30, 2026 to June 30, 2029 and raises the purchase price for each one one-thousandth of a Series A preferred share from $160.38 to $1,143.95, reflecting the higher Class A common stock price. The company states the plan was not adopted in response to any takeover effort and is intended to help preserve stockholder value from tax benefits.

The board appointed Yanhong Dai as principal accounting officer effective June 18, 2026, with a $250,000 base salary and a 40% target bonus opportunity. At the 2026 annual meeting, six directors were re-elected, executive compensation received advisory approval, an officer exculpation charter amendment was supported, stockholders approved the Section 382 Rights Agreement as amended, and Deloitte & Touche LLP was ratified as independent auditor for 2026.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
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 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Rights plan expiration June 30, 2029 Final Expiration Date under Section 382 Rights Agreement
Rights plan purchase price (new) $1,143.95 per 1/1000 preferred share Increased from $160.38 for Series A Participating Cumulative Preferred Stock
Rights plan purchase price (prior) $160.38 per 1/1000 preferred share Original price before Seventh Amendment
Shares outstanding 18,952,387 shares Class A common stock outstanding as of April 20, 2026 record date
Shares present at meeting 12,756,006 shares Class A common stock present at 2026 annual meeting, about 67% of eligible
Principal accounting officer salary $250,000 base salary Annual base salary for Yanhong Dai with 40% target bonus
Say-on-pay support 8,144,054 votes for Advisory executive compensation vote at 2026 annual meeting
Auditor ratification votes 12,548,012 votes for Ratification of Deloitte & Touche LLP as 2026 auditor
Section 382 Rights Agreement regulatory
"entered into a Seventh Amendment to the Section 382 Rights Agreement"
A Section 382 rights agreement is a legal tool companies use to protect valuable tax attributes—like net operating loss carryforwards and tax credits—when ownership changes. Think of it as a lock-and-key arrangement that either discourages sudden takeovers or issues special rights to new investors so the company’s previously earned tax benefits aren’t wiped out; for investors, it affects the after-tax value of future profits and can influence deal pricing and takeover incentives.
net operating loss carry-forwards financial
"preserve the Company’s stockholders the long-term value of the Company’s net operating loss carry-forwards"
ownership change regulatory
"could be substantially limited if the Company experiences an "ownership change""
An ownership change is when the pattern of who controls a company shifts significantly, such as when large blocks of shares are bought or a new group gains majority voting power—think of it as handing the steering wheel to a different driver. It matters to investors because new owners can change strategy, management, dividend policy or risk profile, and such shifts can trigger regulatory filings, tax rules, or forced stock buybacks that affect share value and future returns.
say-on-pay regulatory
"approval on an advisory basis of the Company’s executive compensation (i.e., "say-on-pay")"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
exculpation of officers regulatory
"to permit the exculpation of officers to be included in the Second Amended and Restated Certificate"
independent auditors financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2026"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
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Understanding 8-K Material Events →
0001065059False00010650592026-06-182026-06-18


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): June 18, 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 1.01 Entry into a Material Definitive Agreement

On June 18, 2026, Centrus Energy Corp. (the “Company”) entered into a Seventh Amendment to the Section 382 Rights Agreement (the “Seventh Amendment”), which amends the Section 382 Rights Agreement, dated as of April 6, 2016 (the “Rights Agreement”), by and among the Company and Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as previously amended by (i) the First Amendment to the Rights Agreement dated as of February 14, 2017; (ii) the Second Amendment to the Rights Agreement dated as of April 3, 2019; (iii) the Third Amendment to the Rights Agreement dated as of April 13, 2020; (iv) the Fourth Amendment to the Rights Agreement dated as of June 16, 2021; (v) the Fifth Amendment to the Rights Agreement dated as of June 20, 2023; and (vi) the Sixth Amendment to the Rights Agreement dated as of May 28, 2024. The Seventh Amendment was approved by the Board of Directors of the Company (the “Board”) on March 10, 2026, and approved by the Company’s stockholders at the Company’s annual meeting of the stockholders held on June 18, 2026.

The Seventh Amendment (a) extends the Final Expiration Date (as defined in the Rights Agreement) from June 30, 2026 to June 30, 2029 and (b) increases the purchase price for each one one-thousandth (1/1000th) of a share of the Company’s Series A Participating Cumulative Preferred Stock, par value $1.00 per share, from $160.38 to $1,143.95 in light of the increase in the trading price of the Company’s Class A common stock since the adoption of the Fifth Amendment.

The Seventh Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Seventh Amendment has been adopted in order to preserve for the Company’s stockholders the long-term value of the Company’s net operating loss carry-forwards for United States federal income tax purposes and other tax benefits.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 7, 2016, the First Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on January 5, 2017, the Second Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 4, 2019, the Third Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 14, 2020, the Fourth Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on June 16, 2021, the Fifth Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on June 20, 2023, the Sixth Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on May 28, 2024, and the Seventh Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 18, 2026, the Board appointed Yanhong Dai, age 53, to serve as the Company’s principal accounting officer, effective June 18, 2026. Todd M. Tinelli will remain the Company’s Senior Vice President, Chief Financial Officer and Treasurer, and principal financial officer.



Ms. Dai has served as Chief Accounting Officer at the Company since February 2026. In that role, Ms. Dai has been primarily responsible for technical accounting, financial reporting and compliance, and other accounting functions, with Mr. Tinelli then serving as the principal accounting officer of the Company. From October 2025 until February 2026, Ms. Dai served as Senior Director of Finance at the Company. Prior to joining the Company, Ms. Dai was Managing Director, Corporate Controller at Hartree Partners LP from December 2022 to October 2025, and Senior Manager, SEC Reporting and Technical Accounting at PC Connection, Inc. from December 2020 to December 2022. Earlier in her career, Ms. Dai served in various accounting roles at Sprague Energy. Ms. Dai earned a B.S. in Physics from Hubei Normal University, an M.S. in Physics from Eastern Michigan University, and an M.S. in Accounting from the University of New Hampshire, and is a certified public accountant.

Ms. Dai’s annual base salary is $250,000 and she is eligible to receive an annual cash incentive award target equal to 40% of her base salary. Ms. Dai is also eligible to participate in the Company’s benefit plans that are generally available to employees of the Company.

There is no arrangement or understanding with any person pursuant to which Ms. Dai is being appointed as principal accounting officer. There are no family relationships between Ms. Dai and any director or executive officer of the Company, and she is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 18, 2026, the Company held its 2026 annual meeting of stockholders (the "Annual Meeting"). As of April 20, 2026, the record date for the Annual Meeting, there were 18,952,387 shares of the Company’s Class A common stock outstanding, each entitled to one vote. The number of shares of the Company’s Class A common stock present at the annual meeting was 12,756,006, or approximately 67%.

At the Annual Meeting, the Company’s stockholders voted on five proposals and cast their votes as described below. The proposals are described in detail in the Company’s 2026 Proxy Statement.

Proposal 1

The Company’s stockholders elected six directors (listed below) to hold office until the next annual meeting of stockholders and until his or her successor is elected and has qualified. There were no abstentions. The number of votes cast for or withheld and the broker non-votes were as follows:


NomineeForWithheld
Kirkland H. Donald8,468,308 209,498 
Tina W. Jonas6,598,641 2,079,165 
William J. Madia8,418,010 259,796 
Ray A. Rothrock8,534,596 143,210 
Amir V. Vexler8,542,789 135,017 
Mikel H. Williams8,033,351 644,455 

Broker Non-Votes: 4,078,200

Proposal 2

The Company’s stockholders cast their votes with respect to the approval on an advisory basis of the Company’s executive compensation (i.e., "say-on-pay") as follows:



ForAgainstAbstainBroker Non-Votes
8,144,054380,092153,6604,078,200

Proposal 3

The Company’s stockholders cast their votes as follows with respect to the approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to permit the exculpation of officers to be included in the Second Amended and Restated Certificate of Incorporation:

ForAgainstAbstainBroker Non-Votes
6,724,9421,801,154151,7104,078,200

Proposal 4

The Company’s stockholders cast their votes with respect to the approval of the Section 382 Rights Agreement, as amended by the Seventh Amendment, as follows:

ForAgainstAbstainBroker Non-Votes
7,664,845853,077159,8844,078,200

Proposal 5

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2026 as follows:

ForAgainstAbstainBroker Non-Votes
12,548,01255,847152,1470


Item 9.01 Financial Statements and Exhibits

On June 18, 2026, the Company issued a press release with respect to the Seventh Amendment to the Section 382 Rights Agreement. The press release, furnished as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits.
Exhibit No.Description
4.1
Seventh Amendment to the Section 382 Rights Agreement, dated as of June 18, 2026, by and among Centrus Energy Corp., Computershare Trust Company, N.A., and Computershare Inc.
99.1
Press Release dated June 18, 2026
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:June 18, 2026By:/s/ Todd M. Tinelli
  Todd M. Tinelli
Senior Vice President, Chief Financial Officer, and Treasurer


Centrus Energy Corp. Announces Extension of Section 382 Rights Agreement June 18, 2026 BETHESDA, Md., June 18, 2026 /PRNewswire/ -- Centrus Energy Corp. (NYSE American: LEU) (the "Company") announced today that after obtaining the approval of stockholders at its 2026 annual meeting, held on June 18, 2026, it had entered into the seventh amendment to the Company's Section 382 Rights Agreement (the "Rights Plan") designed to preserve the Company's substantial tax assets associated with net operating loss carryforwards ("NOLs") under Section 382 of the Internal Revenue Code ("Section 382"). The seventh amendment extends the Rights Plan through June 30, 2029. The Rights Plan is similar to plans adopted by other public companies with significant NOLs.     Pursuant to U.S. federal income tax rules, the Company's use of certain tax assets could be substantially limited if the Company experiences an "ownership change" (as defined in Section 382). In general, an ownership change occurs if the ownership of the Company's stock by "5 percent stockholders" increases by more than 50 percent over the lowest percentage owned by such stockholders at any time during the prior three years on a rolling basis. For additional details regarding the amendment to the Rights Plan, please see the Company's forthcoming Current Report on Form 8-K and amendment to Registration Statement on Form 8-A to be filed with the Securities and Exchange Commission. 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 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. Contacts: Media -- Dan Leistikow LeistikowD@centrusenergy.com Investors -- Neal Nagarajan NagarajanNK@centrusenergy.com View original content to download multimedia:https://www.prnewswire.com/news-releases/centrus-energy-corp-announces- extension-of-section-382-rights-agreement-302804888.html SOURCE Centrus Energy Corp.

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Centrus Energy Corp. (LEU) change in its Section 382 Rights Agreement?

Centrus Energy extended its Section 382 Rights Agreement to June 30, 2029 and increased the rights plan purchase price from $160.38 to $1,143.95 per one one-thousandth preferred share, reflecting its higher common stock trading price.

Why does Centrus Energy (LEU) maintain a Section 382 Rights Agreement?

Centrus Energy uses the Section 382 Rights Agreement to help preserve the long-term value of its net operating loss carry-forwards and other tax benefits, which could be substantially limited if the company experiences an “ownership change” under Section 382 tax rules.

Who was appointed principal accounting officer at Centrus Energy (LEU)?

The board appointed Yanhong Dai as principal accounting officer effective June 18, 2026. She has served as Chief Accounting Officer since February 2026 and previously held senior accounting and finance roles at Hartree Partners LP, PC Connection, Inc., and Sprague Energy.

How did Centrus Energy (LEU) stockholders vote on say-on-pay in 2026?

In the 2026 advisory say-on-pay vote, Centrus Energy stockholders cast 8,144,054 votes for, 380,092 against, and 153,660 abstaining, with 4,078,200 broker non-votes. This reflects overall support for the company’s executive compensation program that year.

Did Centrus Energy (LEU) stockholders approve the amended Section 382 Rights Agreement?

Yes. Stockholders approved the Section 382 Rights Agreement as amended, with 7,664,845 votes for, 853,077 against, 159,884 abstentions, and 4,078,200 broker non-votes. This approval supports continuing the tax-asset preservation plan through June 30, 2029.

What proposals were decided at Centrus Energy’s 2026 annual meeting?

Stockholders elected six directors, approved say-on-pay, supported adding officer exculpation to the charter, approved the Section 382 Rights Agreement as amended, and ratified Deloitte & Touche LLP as independent auditor for 2026, with quorum reached at about 67% of eligible shares.

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