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Standard Nuclear (STDN) appoints former DOE nuclear policy chief Seth Cohen to board

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Standard Nuclear, Inc. reported that its Board of Directors increased its size from four to five members and appointed Seth Cohen as a Class II director, effective August 12, 2026. His term runs until the 2028 annual meeting of stockholders, or until a successor is elected and qualified or an earlier termination event.

The Board determined that Cohen qualifies as an independent director under New York Stock Exchange listing standards, including compensation committee requirements, and appointed him to the Compensation Committee. Cohen previously served as Chief Counsel for Nuclear Policy at the U.S. Department of Energy and has appellate litigation experience in private practice. He will receive the company’s standard non-employee director compensation, pro-rated for 2026, and is party to the company’s standard indemnification agreement. A press release dated August 14, 2026 announced his appointment and highlights his nuclear policy and regulatory background.

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size after change 5 directors Board increased from four to five directors on August 12, 2026
Effective date of appointment August 12, 2026 Date Seth Cohen joined the Board as a Class II director
Press release date August 14, 2026 Date of press release announcing Seth Cohen’s appointment
Director class term end 2028 annual meeting Cohen’s Class II director term expires at the 2028 annual meeting
Par value of Class A Common Stock $0.00001 per share Class A Common Stock par value listed for NYSE-traded shares
Chief Counsel tenure at DOE June 2025 to June 2026 Period Cohen served as Chief Counsel for Nuclear Policy at DOE
independent director regulatory
"The Board has determined that Mr. Cohen qualifies as an "independent director" under the listing standards"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Compensation Committee financial
"He will also serve on the Company’s Compensation Committee."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
indemnification agreement regulatory
"The Company entered into an indemnification agreement with Mr. Cohen pursuant to which the Company is required"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
TRISO nuclear fuel technical
"a reactor-agnostic producer of TRISO nuclear fuel, today announced the appointment"
TRISO nuclear fuel is made of thousands of tiny uranium-containing kernels each wrapped in several hard, protective layers that act like nested shells or a multi-layered candy to trap radioactive fragments and heat. It matters to investors because this design promises stronger safety, higher operating temperatures, and longer fuel life for advanced reactors, which can lower operating and regulatory risk, speed commercial adoption, and influence the value of companies building or licensing the technology.
forward-looking statements regulatory
"This press release contains forward-looking statements about the Company and its industry"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Emerging Growth Company regulatory
"Emerging Growth Company o"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What board change did Standard Nuclear (STDN) disclose?

Standard Nuclear’s Board increased from four to five directors and appointed Seth Cohen as a new Class II director, effective August 12, 2026, with his term running until the 2028 annual meeting of stockholders.

Who is Seth Cohen, the new director at Standard Nuclear (STDN)?

Seth Cohen is the former Chief Counsel for Nuclear Policy at the U.S. Department of Energy. He previously practiced appellate law at Kirkland & Ellis LLP and clerked for judges on the U.S. Courts of Appeals.

Is Seth Cohen considered an independent director at Standard Nuclear (STDN)?

The Board determined that Seth Cohen qualifies as an independent director under New York Stock Exchange standards, including the additional independence criteria for compensation committee members under Section 303A.02(a)(ii) and Rule 10C-1.

What compensation will Seth Cohen receive as a Standard Nuclear (STDN) director?

Seth Cohen is eligible for Standard Nuclear’s standard non-employee director compensation as disclosed in its Form S-1 Registration Statement. His 2026 compensation will be pro-rated from the effective date of his appointment.

Did Standard Nuclear (STDN) enter into any agreement with Seth Cohen?

Standard Nuclear entered into its standard indemnification agreement with Seth Cohen, requiring the company to indemnify him for liabilities arising from his service as director, using the form filed as Exhibit 10.1 to its Form S-1 Registration Statement.

How did Standard Nuclear (STDN) announce Seth Cohen’s appointment?

Standard Nuclear issued a press release dated August 14, 2026 announcing Seth Cohen’s appointment to the Board, describing his nuclear policy, legal, and regulatory experience and emphasizing the company’s focus on advanced TRISO nuclear fuel production.

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Learn about SEC filing dates
000208671600020867162026-08-122026-08-12

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): August 12, 2026

STANDARD NUCLEAR, INC.
(Exact name of registrant as specified in its charter)
Delaware1-14340099-3989746
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 $0.00001 per shareSTDNThe 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2026, the Board of Directors (the "Board") of Standard Nuclear, Inc. (the "Company") increased the size of the Board from four to five directors by increasing the number of Class II directors, and appointed Seth Cohen to serve in the resulting vacancy. He will also serve on the Company’s Compensation Committee. Mr. Cohen’s term expires at the 2028 annual meeting of stockholders, or until his successor is duly elected and qualified, or until his earlier death, resignation, disqualification or removal. The Board has determined that Mr. Cohen qualifies as an "independent director" under the listing standards of the New York Stock Exchange, including the additional independence requirements applicable to compensation committee members under Section 303A.02(a)(ii) and Rule 10C-1 under the Securities Exchange Act of 1934, as amended.

Mr. Cohen most recently served as Chief Counsel for Nuclear Policy at the U.S. Department of Energy from June 2025 to June 2026. Prior to that, Mr. Cohen practiced law at Kirkland & Ellis LLP from September 2022 to May 2025, and served as law clerk for the Honorable Elizabeth Lee Branch of the U.S. Court of Appeals for the Eleventh Circuit from August 2021 to August 2022 and for the Honorable Kenneth Kiyul Lee of the U.S. Court of Appeals for the Ninth Circuit from August 2020 to August 2021.

Mr. Cohen will be eligible to receive the Company's standard annual compensation for service on the Board and its applicable committees as in effect from time to time, which standard compensation was previously disclosed in the Company's Registration Statement on Form S-1 (File No. 333-296922), declared effective by the Securities and Exchange Commission on July 15, 2026 (the “Registration Statement”) under the caption "Management – Director Compensation – Non-Employee Director Compensation Policy." Mr. Cohen’s director compensation will be pro-rated for 2026 based upon the effective date of his appointment.

The Company entered into an indemnification agreement with Mr. Cohen pursuant to which the Company is required to indemnify Mr. Cohen against liabilities that may arise by reason of his service as a director. The form of such indemnification agreement has been filed as Exhibit 10.1 to the Company's Registration Statement.

There is no arrangement or understanding between Mr. Cohen and any other person pursuant to which he was selected as a director. There is no transaction involving Mr. Cohen requiring disclosure under Item 404(a) of Regulation S-K.

On August 14, 2026, the Company issued a press release announcing the appointment of Mr. Cohen to the Board. The press release is included herewith as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.Description
99.1
Press Release dated August 14, 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.
Standard Nuclear, Inc
Date:August 14, 2026By:/s/ Kevin J. Harrill
Kevin J. Harrill
Chief Financial Officer





Standard Nuclear Appoints Seth Cohen to Board of Directors
Former DOE nuclear policy leader brings expertise at the intersection of energy, infrastructure, and federal policy
Oak Ridge, TN — August 14, 2026 — Standard Nuclear, Inc. (NYSE: STDN) (“Standard Nuclear” or the “Company”), a reactor-agnostic producer of TRISO nuclear fuel, today announced the appointment of Seth Cohen to its Board of Directors, effective August 12, 2026.
Cohen brings a distinctive combination of legal, regulatory, and federal policy experience across the nuclear industry, a vantage point increasingly critical as advanced reactors, national infrastructure, and surging demand for reliable power reshape the sector. As Chief Counsel for Nuclear Policy at the U.S. Department of Energy, he oversaw the department’s nuclear legal and policy work and coordinated closely with the White House, the Nuclear Regulatory Commission, and NASA on the deployment of advanced nuclear and space power systems. Prior to entering government service, Cohen practiced at Kirkland & Ellis LLP in San Francisco, where he handled Supreme Court and appellate litigation.
"Seth brings deep legal and policy insight to our Board at a critical time, as we look to accelerate the delivery of advanced nuclear fuel and components for terrestrial, defense, and space sectors," said Kurt Terrani, President and Chief Executive Officer of Standard Nuclear. "His thorough grasp of federal regulatory frameworks and drive to ensure sustained American leadership in safe, abundant nuclear energy will be invaluable for scaling our operational and commercial footprint."
“I am honored to join the Board at such a pivotal moment for nuclear power,” said Cohen. “The decisions being made today about how we build, regulate, and fuel the next generation of nuclear infrastructure will have lasting impact, and I look forward to contributing to Standard Nuclear’s mission.”
Cohen’s appointment reflects Standard Nuclear’s strategic focus on building deep legal, regulatory, and policy expertise into its leadership structure as it seeks to scale domestic nuclear fuel production. The Company’s TRISO fuel supports a new generation of advanced reactors with direct applications across defense, industrial, and commercial programs, including microreactor demonstrations currently underway at U.S. national laboratories.
About Standard Nuclear
Standard Nuclear’s mission is to reliably deliver the essential building blocks of nuclear power at scale — enabling cost-effective, safe, and secure energy for the world. Supported by leading U.S. defense technology and critical infrastructure investment firms, Standard Nuclear is focused on the large-scale production of advanced nuclear fuel and radioisotope power systems. It is the nation’s only independent manufacturer of TRISO fuel — a robust, high-performance fuel essential to advanced nuclear reactors for terrestrial, national security, and space applications. Standard Nuclear offers a reactor-agnostic supply of advanced fuels to the next-generation nuclear industry and delivers dependable radioisotope power solutions to the space and defense sectors. Through these efforts, it is helping to eliminate U.S. reliance on geopolitical adversaries for these strategically vital technologies. For more information, visit: https://www.standardnuclear.com.





Forward-Looking Statements

This press release contains forward-looking statements about the Company and its industry that involve substantial risks and uncertainties. All statements contained in this press release other than statements of historical fact, including statements regarding the Company’s future results of operations and financial condition, business strategy and plans, production capacity, market growth and objectives for future operations, are forward-looking statements. In some cases, investors can identify forward-looking statements by terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "should", "target", "will", or "would" or the negative of these terms or other similar expressions intended to identify statements about the future. These statements speak only as of the date of this press release and involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based largely on the Company’s current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations.

The Company operates in a very competitive and rapidly changing environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, the Company cannot assure investors that the forward-looking statements in this press release will prove to be accurate.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company’s control, investors should not rely on these forward-looking statements as predictions of future events. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this press release, the events and circumstances reflected in forward-looking statements may not be achieved or occur and actual results could differ materially from those contained in or implied by any forward-looking statement. Readers are urged to carefully review and consider the various disclosures made in this news release and in our filings with the SEC, including Risk Factors in our most recent Registration Statement on Form S-1, in our subsequent Quarterly Reports on Form 10-Q, and in our other 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:

Investors Contact:
investors@standardnuclear.com

Media Contact:
StandardNuclear@icrinc.com



Filing Exhibits & Attachments

5 documents