Centrus Energy acquires Westerman for about $116M
The purchase price includes a working-capital adjustment, and Centrus expects the acquisition to be accretive to adjusted earnings per share in its first year.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Centrus Energy Corp. (LEU) completed its acquisition of 100% of Westerman Holdings, LLC’s issued and outstanding membership interests for approximately $116.0 million, comprising $95.0 million in cash and $21.0 million in Centrus Class A common stock. Westerman became a wholly owned subsidiary. The U.S. equipment manufacturer and engineering firm supplies centrifuge casings and other components and also serves non-nuclear markets, including oil and gas. Westerman has approximately 400 employees and four facilities in Ohio, Oklahoma, and Wyoming.
At closing, Centrus paid from the purchase price approximately $31.5 million to holders of Westerman’s subordinated notes in full satisfaction of the notes, $12.7 million to repay Westerman’s term loan, and approximately $10.5 million in transaction expenses. The purchase price is subject to a customary cash adjustment based on the final determination of closing net working capital. Centrus agreed to use reasonable best efforts, as soon as reasonably practicable after closing, to file an automatic shelf registration statement for the sale of all or a portion of the stock consideration shares. The transaction is expected to be accretive to adjusted earnings per share in the first year following closing.
1 point · 0 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.First-year adjusted EPS accretion is expected following closing.
Negative
- None.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Membership interests acquired: 100%
Purchase price: Approximately $116.0 million
Cash consideration: $95.0 million
+5 more
8 metrics
Membership interests acquired
100%
Westerman’s issued and outstanding membership interests
Purchase price
Approximately $116.0 million
Westerman acquisition
Cash consideration
$95.0 million
Westerman acquisition
Stock consideration
$21.0 million
Centrus Class A common stock issued for the acquisition
Subordinated notes paid
Approximately $31.5 million
Paid to holders in full satisfaction of Westerman’s notes
Term loan repayment
$12.7 million
Westerman term loan repaid at closing
Employees
Approximately 400
Westerman
Facilities
Four
Westerman facilities in Ohio, Oklahoma, and Wyoming
Key Terms
Closing Net Working Capital, automatic shelf registration statement, adjusted earnings per share, buyer-side representations and warranties insurance policy
4 terms
Closing Net Working Capital financial
"final determination of the Closing Net Working Capital"
automatic shelf registration statement regulatory
"an “automatic shelf registration statement”"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
buyer-side representations and warranties insurance policy financial
"obtained a buyer-side representations and warranties insurance policy"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did Centrus Energy (LEU) pay for Westerman?
Centrus acquired Westerman for approximately $116.0 million, comprising $95.0 million in cash and $21.0 million in Centrus Class A common stock.
What does Westerman do, and what did Centrus acquire?
Centrus acquired 100% of Westerman’s issued and outstanding membership interests. Westerman manufactures centrifuge casings and other components for Centrus and serves non-nuclear markets, including oil and gas. It has approximately 400 employees and four facilities in Ohio, Oklahoma, and Wyoming.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 16, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||
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 October 16, 2026 (the “Closing Date”), Centrus Energy Corp. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Ventura Trust, not in its individual capacity but solely as trustee of the Westerman Employee Stock Ownership Trust (“Seller”), and Westerman Holdings, LLC, a Delaware limited liability company (“Westerman”), pursuant to which on the same date the Company purchased 100% of the issued and outstanding limited liability company membership interests of Westerman (the “LLC Interests”) from the Seller (the “Acquisition”). Westerman is a U.S. equipment manufacturing and engineering firm focused primarily on the energy sector.
As a result of the Acquisition, Westerman is a wholly owned subsidiary of the Company.
The aggregate purchase price for the LLC Interests was approximately $116.0 million (“Purchase Price”), which was paid by the Company $95.0 million in cash, and $21.0 million in shares (the “Stock Consideration Shares”) of the Company’s Class A common stock, par value $0.10 per share (the “Common Stock”). In connection with Closing, the Company paid, out of the Purchase Price and on behalf of Westerman, an aggregate amount of (a) approximately $31.5 million to the holders of subordinated notes previously issued by Westerman in full satisfaction of the notes and (b) $12.7 million to the lender under a term loan facility of Westerman in full repayment of the loan. In connection with Closing, the Company also paid, out of the Purchase Price, approximately $10.5 million of the Seller’s and Westerman’s transaction expenses. The number of shares of Common Stock issued on the Closing Date was determined based on the closing price of the Common Stock as of October 15, 2026, and were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The Purchase Price is subject to a customary cash adjustment based on a final determination of the Closing Net Working Capital (as defined in the Purchase Agreement) as of the Closing Date.
The Company has agreed, as soon as reasonably practicable after the Closing, to use reasonable best efforts to file a registration statement to register the sale of all or a portion of the Stock Consideration Shares on a delayed or continuous basis in accordance with Rule 415 of the Securities Act, which shall be an “automatic shelf registration statement” as defined in Rule 405 (or successor rule) promulgated under the Securities Act.
The Purchase Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. The representations and warranties contained in the Purchase Agreement did not survive the closing of the transaction (“Closing”), and the parties have waived all post-Closing claims against each other related to the representations and warranties, except in the case of fraud. At Closing, the Company obtained a buyer-side representations and warranties insurance policy. Further, the Company delivered at the Closing executed retention agreements with certain key employees.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference. The Purchase Agreement has been filed to provide information to investors regarding its terms. It is not intended to provide any other factual information about the parties to the Purchase Agreement. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Westerman or any of their respective subsidiaries or affiliates.
Item 7.01 Regulation FD Disclosure.
On October 19, 2026, the Company issued a press release announcing the entry into the Purchase Agreement and the completion of the transactions contemplated thereby. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | ||||
| 2.1* | Membership Interest Purchase Agreement, dated as of October 16, 2026, by and among Centrus Energy Corp., Ventura Trust, as trustee of the Westerman Employee Stock Ownership Trust, and Westerman Holdings, LLC | ||||
| 99.1 | Press Release dated October 19, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | ||||
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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: | October 19, 2026 | By: | /s/ Todd M. Tinelli | ||||||||
| Todd M. Tinelli | |||||||||||
| Senior Vice President, Chief Financial Officer, and Treasurer | |||||||||||
Centrus Acquires Westerman Holdings, LLC, Bringing a Key Supplier In-House and Diversifying Its Manufacturing Capacity October 19, 2026 Secures a key centrifuge component supplier and best-in-class manufacturer with an existing and growing business Diversifies revenue base by expanding Centrus' addressable market with significant adjacent, non-nuclear manufacturing work Drives continued growth for both organizations through commercial and operational synergies and cost savings BETHESDA, Md., Oct. 19, 2026 /PRNewswire/ -- Centrus Energy Corp. (NYSE: LEU) ("Centrus"), a trusted supplier of nuclear fuel and services, today announced that it has acquired Westerman Holdings, LLC ("Westerman"), one of Centrus' largest and most diversified suppliers, for approximately $116 million, funded through a combination of approximately $95 million cash on hand and $21 million of equity. The transaction is expected to be accretive to adjusted earnings per share in the first year following closing. The acquisition represents a significant milestone for Centrus as it builds supply chain resilience while diversifying its revenue base. Westerman's expertise strengthens and de-risks Centrus' supply chain by securing and bringing in-house its critical manufacturing capabilities. The acquisition simultaneously broadens Centrus' manufacturing platform, customer base, and future revenue opportunities through commercial and operational synergies. The addition of Westerman supports Centrus' previously announced multi-billion-dollar expansion of uranium enrichment capacity. Westerman is an existing manufacturer for centrifuge casings and other major centrifuge components for Centrus. With the acquisition, Centrus intends to secure this key supplier while expanding Westerman's capabilities. Westerman currently services a number of non-nuclear customers across a variety of industries including oil and gas as well as other high-growth industrial sectors, diversifying Centrus' revenue base beyond its core nuclear business. The acquisition is expected to result in lower project costs for Centrus and greater efficiencies with an integrated supply chain. "Westerman is a highly regarded, best-in-class supplier and fabricator for Centrus, the broader nuclear industry, and a number of other sectors," said Amir Vexler, President and CEO of Centrus. "Bringing Westerman in-house demonstrates our commitment to securing our supply chain to support our build-out while adding to our capabilities and expanding our customer base. We are committed to growing and expanding Westerman alongside our enrichment business, and are confident that this transaction will unlock significant value for our shareholders." "Westerman has spent more than a century building advanced, differentiated manufacturing capabilities," said Jacob Garrett, CEO of Westerman, who will now transition to President of Westerman and also become a Vice President of Centrus Energy. "Joining with Centrus will allow us to accelerate that trajectory. Together, we can expand our production, deepen our nuclear manufacturing portfolio, and create new opportunities for our employees, our customers, and our communities. We are excited for the future we
will build together." Centrus acquired all of Westerman's business lines and Westerman has become a subsidiary within Centrus. Westerman will continue to operate under the Westerman name, leveraging its brand identity and customer relationships. Founded in 1909, Westerman is an established, high-quality industrial fabrication manufacturer with specialized capabilities serving the nuclear, oil and gas, and broader high-growth industrial markets. With approximately 400 employees and four world-class facilities in Ohio, Oklahoma, and Wyoming, Westerman provides a broad portfolio of products that span upstream and midstream oil and gas production equipment, engineered industrial systems, and nuclear‑grade products including UF6 cylinders. Barclays served as financial advisor to Centrus and Wachtell, Lipton, Rosen & Katz served as legal counsel to Centrus for this transaction. 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. About Westerman Westerman is a large equipment fabricator, focused on continuous improvements in design, engineering, and manufacturing. Our broad portfolio of equipment supports production, dehydration, stabilization, filtration, and custody transfer metering, setting new standards for performance and economics nationwide. We proudly serve other diverse end markets such as Nuclear, Marine, and Industrial. 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. 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; 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, and our lease to our 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, who may be less cost sensitive than 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 Annual Report on Form 10-K for the year ended December 31, 2025, under Part II, Item 1A – "Risk Factors" in our Quarterly report on Form 10-Q for the quarter ended March 31, 2026, under Part II, Item 1A – "Risk Factors" in our Quarterly report on Form 10-Q for the quarter ended June 30, 2026, and our 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:
Centrus (Media) — Dan Leistikow LeistikowD@centrusenergy.com Centrus (Investors) — Neal Nagarajan NagarajanNK@centrusenergy.com Westerman — Nolan Lamar Nolan.Lamar@westermaninc.com View original content to download multimedia:https://www.prnewswire.com/news-releases/centrus-acquires-westerman-holdings- llc-bringing-a-key-supplier-in-house-and-diversifying-its-manufacturing-capacity-302912534.html SOURCE Centrus Energy Corp.