Ur-Energy (NYSE American: URG) details CEO agreement and $500k salary

Rhea-AI Filing Summary

Ur-Energy Inc. files an amended report to update details of its new chief executive’s employment terms. The Board previously appointed Matthew Gili, then President, to serve as Chief Executive Officer and President effective December 13, 2025, and has now approved an Amended and Restated Employment Agreement dated December 4, 2025.

The agreement makes Mr. Gili eligible for the same benefit plans as other executives and includes standard non-solicitation and non-disclosure provisions. His annual base salary is set at $500,000 starting December 13, 2025. If the Company terminates him without cause, or if he resigns for good reason within one year after a change in control, he is entitled to a pro-rata discretionary bonus for that year and a lump-sum payment equal to 2.5 years of his base salary, in addition to other amounts already due.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 10, 2025

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UR-ENERGY INC.

(Exact name of registrant as specified in its charter)

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Canada	001-33905	Not applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
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​	10758 W Centennial Road, Suite 200	​
​	Littleton, Colorado	80127
​	(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code: (720) 981-4588

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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 (see General Instruction A.2. below):

☐ 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(s)		Name of each exchange on which registered:
Common Stock	​	URG (NYSE American): URE (TSX)	​	NYSE American; TSX

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

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This Current Report on Form 8-K/A (“Amendment”) is filed to amend the Current Report on Form 8-K filed by Ur-Energy Inc. (“Ur-Energy” or the “Company”) with the Securities and Exchange Commission on October 14, 2025 (the “Original 8-K”). Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Amendment is being filed solely to update disclosures under Item 5.02 that were not yet determined at the time the Original 8-K was filed. The disclosures included in Item 5.02 of the Original 8-K are hereby supplemented and amended by the disclosures contained in this Amendment. No other changes have been made to the Original 8-K.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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As previously reported, on October 10, 2025, the Board of Directors of the Company (the “Board”) appointed Matthew Gili, the current President of the Company, as Chief Executive Officer and President of the Company, effective December 13, 2025. In connection with his appointment, Mr. Gili and the Company have entered into an Amended and Restated Employment Agreement, dated as of December 4, 2025 (the “Employment Agreement”).

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Pursuant to the Employment Agreement, Mr. Gili is eligible to participate in all benefits, plans, and programs, which are now, or may hereafter be, available to other executive employees of the Company. Mr. Gili’s Employment Agreement contains standard provisions concerning non-solicitation and non-disclosure.

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In the event Mr. Gili’s employment with the Company is terminated by the Company without cause, or Mr. Gili resigns for good reason within one year following a change in control, the Company shall pay Mr. Gili, in addition to all other amounts then due and payable, (i) a pro-rata payment of his discretionary bonus under the Company’s short-term incentive plan for the fiscal year in which such termination occurs, based on actual results for such year and payable at the same time bonuses for such year are paid to other senior executives of the Company, and (ii) an amount equal to two and one-half (2.5) years of his base salary at the time of such termination, less statutory deductions and withholdings.

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The Board has set Mr. Gili’s annual base salary at $500,000, effective December 13, 2025.

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The preceding summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

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Item 9.01Financial Statements and Exhibits.

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(d)Exhibits

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3	​	​ ​
Exhibit No.	​	​ Description
10.1	​	Amended and Restated Employment Agreement with Matthew D. Gili, dated December 4, 2025.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

Date: December 8, 2025

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​	Ur-Energy Inc.
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​	By:	/s/ Penne A. Goplerud
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​	​	Name:	Penne A. Goplerud
​	​	Title:	Corporate Secretary and General Counsel

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FAQ

What did Ur-Energy Inc. (URG) change in this amended Form 8-K/A?

The company filed an amendment to update information under Item 5.02 about Chief Executive Officer Matthew Gili’s Amended and Restated Employment Agreement and related compensation terms.

When does Matthew Gili become CEO and President of Ur-Energy (URG)?

The Board appointed Matthew Gili as Chief Executive Officer and President of Ur-Energy Inc., effective December 13, 2025.

What is the base salary for Ur-Energy (URG) CEO Matthew Gili?

The Board set Mr. Gili’s annual base salary at $500,000, effective December 13, 2025, under his Amended and Restated Employment Agreement.

What severance is Matthew Gili entitled to in certain termination scenarios at Ur-Energy (URG)?

If Ur-Energy terminates him without cause, or he resigns for good reason within one year after a change in control, he is entitled to a pro-rata discretionary bonus for that year and a payment equal to two and one-half years of his base salary, in addition to other amounts due.

Does the Ur-Energy (URG) CEO employment agreement include restrictive covenants?

Yes. Matthew Gili’s Employment Agreement includes standard non-solicitation and non-disclosure provisions, along with eligibility to participate in the company’s executive benefit plans.

Where can investors find the full text of the Ur-Energy (URG) CEO Employment Agreement?

The complete Amended and Restated Employment Agreement with Matthew D. Gili, dated December 4, 2025, is filed as Exhibit 10.1 and incorporated by reference.