STOCK TITAN

Centrus Energy prices $500M stock, warrant deal

Centrus Energy prices a roughly $500 million equity and warrant offering and explores a $115–$125 million acquisition of a domestic manufacturing supplier.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Centrus Energy Corp. (LEU) has priced an underwritten public offering of 500,000 shares of Class A common stock, pre-funded warrants for 2,005,513 shares, and common warrants for up to 6,992,382 shares, at combined public offering prices of $199.64 per share and accompanying Common Warrants and $199.54 per Pre-Funded Warrant and accompanying Common Warrants. The Common Warrants are issued in four series with exercise prices of $226.8625, $272.2350, $317.6075 and $362.9800 per share, each split into two tranches with expirations from the second to fifth anniversaries of September 10, 2026 and nine weeks thereafter. Gross proceeds are expected to be about $500 million, excluding any proceeds from warrant exercises, with intended uses for working capital, technology development, debt repayment or repurchase, capital expenditures and potential acquisitions.

Centrus also discloses advanced, non-binding discussions to acquire a domestic manufacturing supplier for an anticipated $115–$125 million purchase price; the target generated about $160 million of 2025 revenue. The transaction remains subject to due diligence, approvals and execution of definitive agreements, and may not occur.

Positive

  • Approximately $500 million in gross proceeds from the underwritten offering strengthens Centrus’ liquidity for working capital, technology investment, debt repayment, capital spending and potential acquisitions.
  • Centrus is in advanced discussions to acquire a domestic manufacturing supplier with about $160 million in 2025 revenue, which could expand its supply chain and vertical integration if completed.

Negative

  • The offering includes 500,000 new shares plus Pre-Funded and Common Warrants for up to 9,0​97,895 additional shares, implying meaningful potential dilution for existing shareholders if the warrants are exercised.
  • The disclosed acquisition of a domestic supplier is not subject to a definitive agreement and may never be completed, creating uncertainty around the expected strategic benefits.

Filing Explained

The priced offering awaits closing; its shares and exercisable warrants can expand the common share base and dilute existing ownership.

Centrus Energy has signed an underwriting agreement for an offering of 500,000 common shares, pre-funded warrants for 2,005,513 shares and common warrants for 6,992,382 shares. If the securities result in additional shares, the share count rises and existing holders' percentage ownership is reduced.

The Form 8-K is a material-event report. Although the pricing exhibit announces a $500 million offering, the company says the closing is expected on September 11, 2026, subject to customary conditions; pricing therefore does not by itself establish that the offering had closed.

The pre-funded warrants are immediately exercisable at $0.10 per share and have a 25-year exercise period. The common warrants are also immediately exercisable, but their exercise prices are set at four disclosed levels and their tranches expire from the second through fifth anniversaries of the issuance date, with an additional nine weeks for each second tranche.

Before exercise, warrant holders do not have common-stock voting rights. Each warrant also includes a beneficial-ownership exercise limit of 4.99%, which may be increased to no more than 9.99% with advance notice; that limit controls exercise timing, not the number of shares covered by the warrants.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Shares offered 500,000 shares of Class A common stock Offered under the September 2026 underwritten public offering
Pre-Funded Warrants shares 2,005,513 shares underlying Pre-Funded Warrants Immediately exercisable at $0.10 per share upon issuance
Common Warrants shares 6,992,382 shares underlying Common Warrants Immediately exercisable in four series with differing expirations
Combined offering prices $199.64 per share and Common Warrants; $199.54 per Pre-Funded Warrant and Common Warrants Pricing of the September 9, 2026 underwritten offering
Common Warrant exercise prices $226.8625, $272.2350, $317.6075, $362.9800 per share Exercise prices for the four series of Common Warrants
Gross offering proceeds $500 million Expected gross proceeds before underwriting discounts and expenses, excluding warrant exercise proceeds
Potential acquisition price range $115–$125 million Anticipated purchase price for a domestic manufacturing supplier under advanced discussions
Target company 2025 revenue $160 million Revenue for the year ended December 31, 2025 for the potential acquisition target
Pre-Funded Warrants financial
"pre-funded warrants to provide for the purchase, upon exercise, of up to 2,005,513 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Common Warrants financial
"common warrants to provide for the purchase, upon exercise, of up to 6,992,382 shares"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
Black Scholes Value financial
"paying to the holder cash in an amount equal to the Black Scholes Value"
The Black–Scholes value is the theoretical fair price of a stock option calculated by the Black–Scholes mathematical model; it combines the current stock price, the option’s strike price, time until expiration, expected price swings (volatility), and interest rates to produce a single number. Investors use it like a reference sticker price: to spot mispriced options, guide trading and hedging decisions, and estimate potential risk and reward without relying on emotion or guesswork.
Change of Control financial
"commencing on the earliest to occur of the public disclosure of a Change of Control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Assumption Transaction financial
"upon consummation of each Assumption Transaction (as defined in the Common Warrants)"
Beneficially own in excess of 4.99% financial
"would beneficially own in excess of 4.99% (which amount may be increased"
Offering Type shelf
Use of Proceeds General working capital and corporate purposes, which may include technology development and deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities and purposes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities is Centrus Energy (LEU) offering in this underwritten deal?

Centrus is offering 500,000 shares of Class A common stock, Pre-Funded Warrants for 2,005,513 shares, and Common Warrants for up to 6,992,382 shares of Class A common stock, issued separately rather than as units.

How large is the Centrus Energy (LEU) underwritten offering in dollar terms?

The offering is expected to generate approximately $500 million in gross proceeds, before underwriting discounts and expenses, excluding any additional proceeds that could be received upon exercise of the Common Warrants.

What are the pricing terms for Centrus Energy’s (LEU) shares and Pre-Funded Warrants?

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. Each Pre-Funded Warrant has a $0.10 per share exercise price.

What are the exercise prices and maturities of Centrus Energy’s (LEU) Common Warrants?

The Common Warrants cover 6,992,382 shares, issued in four series with exercise prices of $226.8625, $272.2350, $317.6075 and $362.9800 per share. Each series has two equal tranches expiring between the second and fifth anniversaries of September 10, 2026 and nine weeks thereafter.

How will Centrus Energy (LEU) use the net proceeds from this offering?

Centrus plans to use net proceeds for general working capital and corporate purposes, which may include technology development and deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities.

What acquisition is Centrus Energy (LEU) considering and at what price range?

Centrus is in advanced discussions to acquire an existing domestic manufacturing supplier at an anticipated purchase price of about $115–$125 million. The target generated about $160 million of revenue in 2025, but no definitive agreement has been signed.

Are there ownership limits on exercising Centrus Energy’s (LEU) warrants?

Yes. A holder generally cannot exercise Warrants if, after exercise, it and its Attribution Parties would beneficially own more than 4.99% of outstanding common stock, adjustable by the holder up to 9.99% with at least 61 days’ prior notice.

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

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false 0001065059 0001065059 2026-09-09 2026-09-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): September 9, 2026

 

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

(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

 

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 1.01Entry 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.

 

Item 7.01Regulation 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 Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

 

 

Item 8.01Other 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.

 

Item 9.01Financial 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

 

 

 

 

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 GSEquityProspectusDelivery@guggenheimpartners.com; and Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (or by email at barclaysprospectus@broadridge.com 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

 

LeistikowD@centrusenergy.com

 

Investors — Neal Nagarajan

 

NagarajanNK@centrusenergy.com

 

 

 

 

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 GSEquityProspectusDelivery@guggenheimpartners.com; and Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (or by email at barclaysprospectus@broadridge.com 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

 

LeistikowD@centrusenergy.com

 

Investors — Neal Nagarajan

 

NagarajanNK@centrusenergy.com

 

 

 

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