Eagle Nuclear (NUCL) CEO awarded merger stock and contingent earnout shares

Rhea-AI Filing Summary

Mukhija Manavdeep Singh reported acquisition or exercise transactions in this Form 4 filing.

Eagle Nuclear Energy Corp. director and CEO Mukhija Manavdeep Singh reported stock awards tied to the company’s merger. On February 24, 2026, he received 314,793 shares of common stock as merger consideration in exchange for 1,428,566 shares of Eagle Energy Metals Corp., based on a stated exchange ratio of 5.8347.

He also became entitled to a right to receive 43,873 additional “earnout” shares. These earnout shares vest only if the common stock’s dollar volume‑weighted average price reaches $16.00 per share or more for 20 trading days within any 30 consecutive trading‑day period during the five years after the merger closing.

Insights

Equity Compensation & Governance Analyst

CEO received merger stock and a price-based earnout tied to future share performance.

Eagle Nuclear Energy Corp. granted its CEO 314,793 common shares as merger consideration plus a contingent right to 43,873 additional earnout shares. This aligns a portion of his compensation with the combined company’s equity following the merger with Eagle Energy Metals Corp.

The earnout only triggers if the stock’s dollar volume-weighted average price reaches $16.00 per share for 20 days within 30 consecutive trading days in the five-year period after the closing date. This structure ties potential additional equity to sustained market performance.

The filing reflects equity-based consideration and incentives arising from the merger terms. It does not show open‑market buying or selling, so the immediate economic impact depends on how the market values these shares over the specified five-year earnout window.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mukhija Manavdeep Singh

(Last) (First) (Middle)

5470 KIETZKE LANE

SUITE 300

(Street)

RENO NV 89511

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eagle Nuclear Energy Corp. [ NUCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	02/24/2026		A		314,793	A	(1)	314,793	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Right to receive Earnout Shares	(2)	02/24/2026		A		43,873		(2)	(2)	Common Stock, par value $0.0001 per share	43,873(2)(3)	(2)	43,873	D

Explanation of Responses:

1. Reflects the issuance by Eagle Nuclear Energy Corp. (the "Issuer") on February 24, 2026, of 314,793 shares (the "Merger Consideration") of common stock, par value $0.0001 per share (the "Common Stock"), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Spring Valley Acquisition Corp. II, the Issuer, Spring Valley Merger Sub III, Inc., Spring Valley Merger Sub II, Inc., and Eagle Energy Metals Corp. ("Eagle"). The Merger Consideration was received in exchange for 1,428,566 shares of common stock of Eagle, representing an exchange ratio of 5.8347.

2. On February 24, 2026, the Reporting Person became entitled to receive 43,873 shares of Common Stock (the "Earnout Shares") pursuant to an "earnout" provision in the Merger Agreement, in the event that the metrics described in the following footnote are satisfied during the five-year period following the closing (the "Closing Date") as contemplated in the Merger Agreement.

3. In the event that the dollar volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $16.00 per share for twenty (20) trading days within a period of thirty (30) consecutive trading days during the period beginning on the Closing Date and ending on the five-year anniversary of the Closing Date, the Reporting Person will be entitled to receive 43,873 Earnout Shares.

	/s/ Manavdeep Singh Mukhija	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did NUCL CEO Mukhija Manavdeep Singh acquire in this Form 4 filing?

The CEO acquired 314,793 shares of Eagle Nuclear Energy Corp. common stock as merger consideration. These shares were issued in exchange for 1,428,566 Eagle Energy Metals Corp. shares under the merger agreement, reflecting an exchange ratio of 5.8347.

What are the earnout shares reported for Eagle Nuclear Energy Corp. (NUCL)?

The CEO received a right to 43,873 potential earnout shares of common stock. These shares will be issued only if specific stock price conditions are met during the five-year period following the merger closing date, as detailed in the merger agreement.

What stock price condition must NUCL meet for the 43,873 earnout shares to vest?

The earnout vests if Eagle Nuclear Energy Corp.’s common stock dollar volume-weighted average price reaches at least $16.00 per share. It must meet or exceed this level for 20 trading days within any 30 consecutive trading-day period in the five years after closing.

Was this NUCL Form 4 an open-market stock purchase or sale by the CEO?

No, the transactions reflect equity issued under the merger agreement, not open-market trades. The CEO received 314,793 shares as merger consideration and a contingent right to 43,873 earnout shares, both stemming from the negotiated merger terms.

How is the 314,793-share grant to NUCL’s CEO linked to Eagle Energy Metals Corp.?

The 314,793 shares of Eagle Nuclear Energy Corp. common stock were issued in exchange for 1,428,566 shares of Eagle Energy Metals Corp. common stock. This reflects the agreed 5.8347 exchange ratio in the amended and restated merger agreement among the involved entities.

Over what period can the NUCL earnout condition be satisfied for the CEO’s additional shares?

The earnout condition can be satisfied during the five-year period following the merger closing date. Within that window, the $16.00 VWAP hurdle must be met for 20 trading days out of any 30 consecutive trading-day span.