Standard Nuclear updates charter and bylaws for IPO

Standard Nuclear, Inc. adopted a new governance framework in connection with the closing of its initial public offering of Class A common stock, par value $0.00001 per share.

Rhea-AI Filing Summary

Standard Nuclear, Inc. adopted a new governance framework in connection with the closing of its initial public offering of Class A common stock, par value $0.00001 per share. On July 17, 2026, the company filed its sixth amended and restated certificate of incorporation with the Delaware Secretary of State, and its amended and restated bylaws became effective.

These documents had been previously approved by the board of directors and stockholders to become effective immediately prior to the IPO closing. Key provisions are described in the Prospectus section titled Description of Capital Stock relating to the Registration Statement on Form S-1 (File No. 333-296922). The full charter and bylaws are included as Exhibits 3.1 and 3.2.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Effective date of new charter and bylaws: July 17, 2026 Par value per Class A common share: $0.00001 per share S-1 registration file number: File No. 333-296922 +1 more

4 metrics

Effective date of new charter and bylaws July 17, 2026 Date the sixth amended and restated certificate of incorporation was filed and bylaws became effective

Par value per Class A common share $0.00001 per share Par value of Class A common stock referenced in connection with the IPO and charter

S-1 registration file number File No. 333-296922 Registration Statement on Form S-1 referenced in the Prospectus for the IPO

Prospectus date July 15, 2026 Date of the Prospectus describing capital stock terms tied to the S-1

Key Terms

sixth amended and restated certificate of incorporation, amended and restated bylaws, initial public offering, Registration Statement on Form S-1, +1 more

5 terms

sixth amended and restated certificate of incorporation regulatory

"On July 17, 2026, Standard Nuclear, Inc. filed its sixth amended and restated certificate of incorporation"

amended and restated bylaws regulatory

"and its amended and restated bylaws became effective, in connection with the closing of the IPO"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

initial public offering financial

"became effective, in connection with the closing of the initial public offering of shares of the Company’s Class A common stock"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Registration Statement on Form S-1 regulatory

"relating to the Registration Statement on Form S-1 (File No. 333-296922), as amended"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

Rule 424(b) regulatory

"filed with the Securities and Exchange Commission on July 16, 2026, pursuant to Rule 424(b) under the Securities Act"

Rule 424(b) is a U.S. Securities and Exchange Commission requirement that companies file the exact prospectus or prospectus supplement they use to sell securities after a registration statement becomes effective. Think of it as the official posting of the final sales brochure so investors can see the precise terms, risks and use of proceeds; it matters because it ensures transparency, helps investors compare offerings and confirms the issuer complied with disclosure rules.

FAQ

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

What corporate changes did Standard Nuclear (STDN) implement on July 17, 2026?

On July 17, 2026, Standard Nuclear filed its sixth amended and restated certificate of incorporation and made its amended and restated bylaws effective. These updated governing documents were timed to become effective in connection with the closing of its initial public offering of Class A common stock.

How are Standard Nuclear’s (STDN) new charter and bylaws related to its IPO?

The sixth amended and restated certificate of incorporation and amended and restated bylaws became effective immediately prior to the closing of Standard Nuclear’s initial public offering of Class A common stock. The board and stockholders had previously approved these changes specifically to align governance with the public company capital structure.

Where can investors find details on Standard Nuclear (STDN) capital stock terms?

Details on capital stock provisions are set out in the Prospectus section titled Description of Capital Stock, dated July 15, 2026. That Prospectus relates to Standard Nuclear’s Registration Statement on Form S-1 (File No. 333-296922), which underlies the initial public offering of Class A common stock.

Which exhibits contain Standard Nuclear’s (STDN) new governing documents?

The sixth amended and restated certificate of incorporation of Standard Nuclear is filed as Exhibit 3.1, and the amended and restated bylaws are filed as Exhibit 3.2. An Inline XBRL cover page interactive data file is included as Exhibit 104 for reporting purposes.

Who signed the current report for Standard Nuclear (STDN) and in what capacity?

The report was signed on behalf of Standard Nuclear, Inc. by Kevin J. Harrill, who serves as the company’s Chief Financial Officer. His signature indicates he was duly authorized to execute the report for the registrant under the Securities Exchange Act of 1934.

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

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Accepted by SEC EDGAR 07/21/2026 - 09:12 AM Learn about SEC filing dates

0002086716--12-3100020867162026-07-172026-07-17

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): July 17, 2026

STANDARD NUCLEAR, INC.

(Exact name of registrant as specified in its charter)

Delaware			1-143400			99-3989746
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

200 Europia Ave

Oak Ridge, TN 37830

Registrant telephone number, including area code: (845) 258-0016

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 $0.00001 per share			STDN			The New York Stock Exchange

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. o

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 17, 2026, Standard Nuclear, Inc. (the “Company”) filed its sixth amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”). As described in the final prospectus, dated July 15, 2026 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-296922), as amended, filed with the Securities and Exchange Commission on July 16, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to closing of the Company’s initial public offering. A description of certain provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus.

The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.			Description
3.1			Sixth Amended and Restated Certificate of Incorporation of Standard Nuclear, Inc.
3.2			Amended and Restated Bylaws of Standard Nuclear, Inc.
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Standard Nuclear, Inc

Date:

July 21, 2026

By:

/s/ Kevin J. Harrill

Kevin J. Harrill

Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 EX-3.1 53.1 KB
• EX-3.2 EX-3.2 114.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.3 KB